UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934


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| |   Soliciting Material Pursuant to Sec. 240.14a-12Rule 14a-12

                PIONEER DIVERSIFIED HIGH INCOME TRUSTFUND, INC. (HNW)
                     PIONEER FLOATING RATE TRUSTFUND, INC. (PHD)
                      PIONEER HIGH INCOME TRUSTFUND, INC. (PHT)
                 PIONEER MUNICIPAL HIGH INCOME TRUSTFUND, INC. (MHI)
            PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUSTFUND, INC. (MAV)
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                (Name of Registrant(s) as Specified In Its Charter)

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                PIONEER DIVERSIFIED HIGH INCOME TRUSTFUND, INC. (HNW)
                     PIONEER FLOATING RATE TRUSTFUND, INC. (PHD)
                      PIONEER HIGH INCOME TRUSTFUND, INC. (PHT)
                 PIONEER MUNICIPAL HIGH INCOME TRUSTFUND, INC. (MHI)
            PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUSTFUND, INC. (MAV)

                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-622-32651-833-459-3559

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
                        SCHEDULED FOR SEPTEMBER 21, 2017

This is the formal agenda for your fund's annual meeting of shareholders. It
tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.15, 2021

To the shareholdersstockholders of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer
Floating Rate Trust,Fund, Inc., Pioneer High Income Trust,Fund, Inc., Pioneer Municipal
High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust:Fund, Inc.:

The annual meeting of shareholdersstockholders (the "annual meeting") of each of the above
registered investment
management companies (each, a "fund" and, collectively, the "funds")
willis scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One
Federal Street, Boston, Massachusetts 02110, on Thursday,Wednesday, September 21, 201715, 2021
at 2:00 p.m. Eastern time, to consider the following:

1. To elect three Trusteesfour Directors of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Municipal High Income TrustFund, Inc.
and Pioneer Municipal High Income Advantage Trust,Fund, Inc., three by the holders of
shares of Common and Preferred SharesStock voting together as a single class, and one
by the holders of shares of Preferred Stock voting as a separate class, and
(ii) with respect to each of Pioneer Diversified High Income Trust,Fund, Inc.,
Pioneer Floating Rate TrustFund, Inc. and Pioneer High Income Trust,Fund, Inc., by the
holders of shares of Common Shares.Stock. Each elected TrusteeDirector 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 annual
meeting or any adjournments, postponements, continuations, or rescheduling
thereof.

The funds' Board of Directors (the "Board") knows of no business other than
that mentioned in this Notice of annual meeting of stockholders that will be
presented for consideration at the annual meeting. If any other matters are
properly presented at the annual meeting, it is the intention of the persons
named as proxies by the Board to vote on such matters in accordance with their
judgment.

Each fund will hold a separate meeting. ShareholdersStockholders of each fund will vote
separately.

YOUR TRUSTEESDIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.

Shareholders of record as ofThe Board has fixed the close of business on July 12, 2017 are9, 2021 as the record date
for the determination of the stockholders entitled to notice of and to vote at
the annual meeting and any adjournmentadjournments, postponements, continuations, or
postponementrescheduling thereof.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING
TO BE HELD ON SEPTEMBER 21, 2017:15, 2021: This Notice and the attached Proxy Statement
are available on the internetInternet at www.proxyonline.com/docs/pioneerclosedendfunds.www.eproxyaccess.com/amundi2021.


                                      By Order of each Board of Trustees,Directors,

                                      Christopher J. Kelley, Chief Legal Officer
                                      and Secretary

Boston, Massachusetts
August 7, 2017

                               -----------------July 28, 2021

                                  ------------

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETEAND IN ORDER TO
FACILITATE TIMELY RECEIPT OF YOUR PROXY VOTE, WE RESPECTFULLY URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY.



                           This page for your notes.PROXY CARD AS PROMPTLY AS POSSIBLE. VOTING NOW
WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.


                                                                   22246-13-0721




                               PROXY STATEMENT OF
                PIONEER DIVERSIFIED HIGH INCOME TRUSTFUND, INC. (HNW)
                     PIONEER FLOATING RATE TRUSTFUND, INC. (PHD)
                      PIONEER HIGH INCOME TRUSTFUND, INC. (PHT)
                 PIONEER MUNICIPAL HIGH INCOME TRUSTFUND, INC. (MHI)
            PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUSTFUND, INC. (MAV)

                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-622-32651-833-459-3559

                         ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

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 shareholderstockholder upon request.
ShareholdersStockholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call the fund at 1-800-710-0935.

                                  INTRODUCTION

This proxy statement is being used by the Board of TrusteesDirectors of each fund to
solicit proxies to be voted at the annual meeting of shareholdersstockholders of each fund
referenced above. Participating in the meeting are holders of common shares of beneficial interestcommon
stock, $0.001 par value per share (the "Common Shares"Stock") of each fund referenced
above and the holders of preferred shares of beneficial interestpreferred stock, $0.001 par value per share
(the "Preferred Shares"Stock") of Pioneer Municipal High Income TrustFund, Inc. and Pioneer
Municipal High Income Advantage Trust.Fund, Inc. Each meeting willis scheduled to be held
at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts 02110, at 2:3:00 p.m., Eastern time,Time, on Thursday,Wednesday, September 21, 2017,15,
2021, and at any adjournments, postponements, continuations or postponements of a
meetingrescheduling
thereof to a later date, for the purposes as set forth in the accompanying
notice of annual meeting of shareholders.stockholders. You may call the funds at
1-800-710-0935 for information on how to obtain directions to be able to attend
the meeting and vote in person.

This proxy statement and the enclosed proxy card are being mailed to
shareholdersstockholders of each fund on or about August 7, 2017.1, 2021. The annual report for
each fund for its most recently completed fiscal year previously was mailed to
shareholders.stockholders.

                                       3




                            WHO IS ELIGIBLE TO VOTE

ShareholdersStockholders of record of each fund as of the close of business on July 12,
20179, 2021
(the "record date") are entitled to vote on all of the fund's business at the
annual shareholderstockholder meeting and any adjournments, postponements continuations,
or postponementsrescheduling thereof. Each whole share shall be entitled to one vote and
each fractional share shall be entitled to a proportionate fractional vote.
Shares represented by properly executed proxies, unless revoked before or at
the 3

meeting, will be voted according to the shareholder'sstockholder'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 TrusteeDirector in Proposal 1. If any other business properly
comes before the annual shareholderstockholder meeting, your shares will be voted at the
discretion of the persons named as proxies.

ShareholdersStockholders of each fund will only vote on proposals relating to their fund.

                                       4



                                   PROPOSAL 1


                         ELECTION OF BOARD OF TRUSTEESDIRECTORS

Introduction

ShareholdersStockholders of each fund are being asked to consider the election of Mr. Friedman, Ms. GrahamCraig C.
MacKay, Thomas J. Perna, Marguerite A. Piret and Mr. TaubesFred J. Ricciardi to the Board
of TrusteesDirectors of each fund.

Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi stand for election as their
terms expire in 2021. Each nomineeof Mr. MacKay, Mr. Perna, Ms. Piret and Mr.
Ricciardi currently serves as a TrusteeDirector of each fund and has served in that
capacity continuously since originally elected or appointed. Mr. Friedman, Ms. GrahamPerna has
served as a Director of Pioneer Floating Rate Fund, Inc., Pioneer High Income
Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High
Income Advantage Fund, Inc. since 2006, and Pioneer Diversified High Income
Fund, Inc. since 2007. Mr. Taubes stand for election as their terms
expire in 2017. Each nomineePerna was most recently elected by shareholdersstockholders in
2014.2018. Ms. Piret has served as a Director of Pioneer High Income Fund, Inc.
since 2002, Pioneer Floating Rate Fund, Inc., Pioneer Municipal High Income
Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2003
and Pioneer Diversified High Income Fund, Inc. since 2007. Ms. Piret was most
recently elected by stockholders in 2018. Mr. Ricciardi has served as a
Director of each fund since 2014 and was most recently elected by stockholders
in 2018. Mr. MacKay was appointed as a Director of each fund in March 2021, and
has not been elected by stockholders. If elected, each of Mr. Friedman,MacKay, Mr.
Perna, Ms. GrahamPiret and Mr. TaubesRicciardi shall hold office for a three-year term and
until his or her successor is elected and qualified.

Each nominee has consented to being named in this proxy statement and indicated
his or her willingness to serve if elected. In the unanticipated event that any
nominee should be unable to serve, the persons named as proxies may vote for
such other person as shall be designated by the fund's Board of Trustees.Directors. The
persons named on the accompanying proxy card intend to vote at the meeting
(unless otherwise directed) for the election of Mr. Friedman,MacKay, Mr. Perna, Ms.
GrahamPiret and Mr. TaubesRicciardi as TrusteesDirectors of each fund.

TrusteeDirector Class Designations and Terms of Office

Each fund's Agreement and Declaration of TrustBylaws provides that a majority of the Trustees shall fixDirectors may establish,
increase or decrease the number of TrusteesDirectors of the fund, andprovided that therethe
number thereof shall never be at least one and noless than the minimum number required by the
Maryland General Corporation Law nor more than fifteen Trustees.Directors. Each fund
currently has nine
Trustees.

The Agreement and Declaration of Trust for each fund provides that the Board of
Trustees shall consist of Trustees divided into three classes, each class to
consist, as nearly as may be possible, of one-third of the total number of
trustees constituting the entire Board of Trustees.ten Directors.

Pursuant to each fund's Agreement and DeclarationArticles of Trust,Incorporation, each fund's Board of
TrusteesDirectors is divided into three staggered term classes --- Class I, Class II and
Class III. The TrusteesDirectors of only one class are elected at each annual meeting
so that the regular term of only one class of TrusteesDirectors will expire annually
and any particular TrusteeDirector stands for election only once in each three-year
period.

                                       For each fund, each5



Each class of TrusteesDirectors will stand for election at the conclusion of its
respective three-year term. Such classification may prevent replacement of a
majority of the TrusteesDirectors for up to a two-year period. Holders of the Preferred
SharesStock of each fund that has Preferred SharesStock outstanding are entitled to elect
two trusteesDirectors of that fund.

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TrusteeDirector Class Designations and Terms of Office

Currently, the designations and terms of office of each class of TrusteesDirectors of
each fund are as follows:

Pioneer Diversified High Income TrustFund, Inc. Class I Trustees -Directors -- Ms. Durnin, Mr. Friedman Ms. Graham and Mr. Taubes.Taubes -- Terms expire at the upcoming 2017 annual meeting. Each Trustee is nominated for election at the meeting.in 2023. Class II Trustees -Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018. Class III Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019. Pioneer Floating Rate Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage Trust Class I Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019. Class II Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire2021 at the upcoming 2017 annual meeting. Each Trustee isof these Directors has been nominated for election at the annual meeting. Class III Trustees -Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak -- Terms expire in 2022. Pioneer Floating Rate Fund, Inc. Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak -- Terms expire in 2022. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018.2021 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Pioneer Municipal High Income TrustFund, Inc. Class I Trustees -Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak -- Terms expire in 2022. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023. Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2018. Class II Trustees - Mr. Bock, Ms. Jones and Ms. Monchak. Terms expire in 2019. Class III Trustees - Mr. Friedman, Ms. Graham and Mr. Taubes. Terms expire2021 at the upcoming 2017 annual meeting. Each Trustee isof these Directors has been nominated for election at the annual meeting. Pioneer Municipal High Income Advantage Fund, Inc. Class I Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak -- Terms expire in 2022. Class II Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023.
6
Class III Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2021 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Pioneer High Income Fund, Inc. Class I Directors -- Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi. Terms expire in 2021 at the annual meeting. Each of these Directors has been nominated for election at the annual meeting. Class II Directors -- Mr. Baumgardner, Ms. Jones and Ms. Monchak -- Terms expire in 2022. Class III Directors -- Ms. Durnin, Mr. Friedman and Mr. Taubes -- Terms expire in 2023.
Mr. BockBaumgardner and Ms. Piret are designated as the TrusteesDirectors to be elected by the holders of the Preferred SharesStock of each fund that has issued Preferred Shares.Stock. As noted above, neither Mr. Bock's nor Ms. Piret's term expires at the upcoming 20172021 annual meeting. Consequently, holders of Preferred SharesStock of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. are not being asked to vote as a separate class at the upcoming 20172021 annual meeting. 6 meeting to elect Ms. Piret. With respect to Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. the holders of Common Stock and the holders of Preferred Stock are being asked to vote together as a single class at the 2021 annual meeting to elect Mr. MacKay, Mr. Perna and Mr. Ricciardi. With respect to Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate Fund, Inc. and Pioneer High Income Fund, Inc. the holders of Common Stock are being asked to vote at the 2021 annual meeting to elect Mr. MacKay, Mr. Perna, Ms. Piret and Mr. Ricciardi, Information Regarding Nominees and TrusteesDirectors The following table sets forth for each nominee and Trustee,Director, his or her position(s) with each fund, age, address, principal occupation during at least the past five years and any other board memberships held during at least the past five years. TrusteesDirectors 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. TrusteesDirectors. Directors who are not interested persons of a fund are referred to as Independent Trustees.Directors. Each of the TrusteesDirectors serves as a TrusteeDirector of each of the 4645 U.S. registered investment portfoliosfunds for which Amundi Pioneer Asset Management US, Inc. ("Amundi Pioneer"US") serves as investment adviser (the "Pioneer Funds"). The address for all TrusteesDirectors 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 ------------- --------------------------- --------------------------- ---------------------------Director --------------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: -------------------------------------------------------------------------------------------------------- Thomas J. Perna (66) Pioneer Diversified High Private investor (2004 --- 2008 Director, Broadridge Perna (68) High Income Fund, and 2013 -- present); Chairman Financial Solutions, Inc. Chairman of the Board and Income Trust:Inc.: Class II 2008Director (2008 -- 2013) and 2013 - present); Financial Solutions, Inc. Trustee TrusteeChief (investor Board and since 2007. Term Chairman (2008 - 2013) and (investor communications expires in 2018. Chief Executive Officer (2008 -- 2012), communications and Director in 2021. Quadriserv, Inc. (technology securities processing (2008 - 2012), Quadriserv,Nominee products for securities lending provider for financial Pioneer Floating Rate Inc. (technology productsindustry); and Senior Executive services industry) (2009 - Trust:Fund, Inc.: Class III Trustee forVice President, The Bank of New -- present); Director, Director since 2006. Term York (financial and securities lending present)Quadriserv, Inc. (2005 -- expires in 2021. services) (1986 -- 2004) 2013); and Commissioner, New Pioneer High Income Jersey State Civil Service Fund, Inc.: Class I Commission (2011 -- Director since 2006. Term 2015) expires in 2021. Pioneer Municipal High Income Fund, Inc.: Class III Director since 2006. Term expires in industry); and Senior Quadriserv, Inc. (2005 - 2018. Executive Vice President, 2013); and Commissioner, Pioneer High Income Trust: The Bank of New York New Jersey State Civil Class I Trustee since 2006. (financial and securities Service Commission (2011 - Term expires in 2018. services) (1986 - 2004) 2015)2021. Pioneer Municipal High Income Trust:Advantage Fund, Inc.: Class III TrusteeDirector since 2006. Term expires in 2018. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2006. Term expires in 2018.2021. ---------------------------------------------------------------------------------------------------------
8
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- ---------------------------- ---------------------------Director ------------------------------------------------------------------------------------------------------ Independent TrusteesDirectors and Nominees: David R. Bock (73)------------------------------------------------------------------------------------------------------ John E. Pioneer Diversified Of Counsel (2019 -- present), Chairman, The Lakeville Baumgardner, High ManagingIncome Fund, Partner Federal Director of New York Trustee Income Trust:(1983-2018), Sullivan & Journal Company, LLC, Jr. (68)* Inc.: Class III City Capital Advisors Mortgage Trust (publicly- TrusteeDirector Cromwell LLP (law firm). (privately-held Director since 2007.2019. Term (corporate advisory traded mortgage REIT) (2004 expires community newspaper in 2019. services company) (1997 - - 2009, 2012 - present); 2004 and 2008 - present); Director of The Swiss2022. group) (2015-present) Pioneer Floating Rate Interim Chief Executive Helvetia Fund, Inc. Trust:: Class I Trustee Officer, Oxford Analytica, (closed-end fund) (2010 -Director since 2005.2019. Term expires in Inc. (privately held present); Director of 2019. research and consulting Oxford Analytica, Inc. company) (2010); Executive (2008 - present); and2022. Pioneer High Income Trust: Vice President and Chief Director of EnterpriseFund, Inc.: Class II TrusteeDirector since Financial Officer, I-trax, Community Investment, Inc. 2005.2019. Term expires in 2019. Inc. (publicly traded (privately-held affordable health care services housing finance company)2022. Pioneer Municipal High company) (2004 - 2007); and (1985 - 2010) Income Trust:Fund, Inc.: Class I Executive Vice President TrusteeDirector since 2005.2019. Term and Chief Financial expires in 2019. Elected by Officer, Pedestal Inc. Preferred Shares only. (internet-based mortgage trading company) (2000 -2022. Pioneer Municipal High 2002); Private Consultant Income Advantage Trust: (1995 - 1997); ManagingFund, Inc.: Class I TrusteeDirector since 2005. Director, Lehman Brothers2019. Term expires in 2019. (1992 - 1995); Executive, Elected by Preferred Shares The World Bank (1979 - 1992) only.2022. ----------------------------------------------------------------------------------------------------------
9
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ------------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Benjamin M. Friedman (72)--------------------------------------------------------------------------------------------------------- Diane Durnin Pioneer Diversified Managing Director - Head of None (63) High William Joseph Maier Trustee, Mellon Trustee Income Trust:Fund, Product Strategy and Director Inc.: Class I Professor of Political Institutional Funds TrusteeDirector Development, BNY Mellon since 2008.2020. Term Economy, Harvard Universityexpires Investment Trust and Mellon Nominee expiresManagement in 2017. (1972 - present) Institutional Funds Master Portfolio (oversaw 172023. (investment management firm) (2012-2018); Vice Chairman -- Pioneer Floating Rate portfolios in fund complex) Trust:The Dreyfus Corporation (2005 Fund, Inc.: Class II Trustee (1989 - 2008)-- 2018): Executive Vice Director since 2008.2020. Term President Head of Product, BNY expires in 2017.2023. Mellon Investment Management (2007-2012); Executive Director- Pioneer High Income Trust:Product Strategy, Mellon Asset Fund, Inc.: Class III TrusteeManagement (2005-2007); Director since 2008.2020. Term Executive Vice President Head of expires in 2023. Products, Marketing and Client Service, Dreyfus Corporation Pioneer Municipal (investment management firm) High Income Fund, (2000-2005); Senior Vice Inc.: Class II Director President Strategic Product and since 2020. Term expires Business Development, Dreyfus in 2017. Pioneer Municipal High Income Trust: Class II Trustee since 2008. Term expires in 2017.2023. Corporation (1994-2000) Pioneer Municipal High Income Advantage Trust:Fund, Inc.: Class II TrusteeDirector since 2008.2020. Term expires in 2017.2023. ---------------------------------------------------------------------------------------------------------
10
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ---------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Margaret B.W. Graham (70)---------------------------------------------------------------------------------------------------- Benjamin M. Pioneer Diversified William Joseph Maier Professor Director, Mellon Friedman (75) High FoundingIncome Fund, of Political Economy, Harvard Institutional Funds Director Vice- None Income Trust:Inc.: Class I PresidentDirector University (1972 -- present) Investment Trust and Corporate Trustee Nominee Trustee since 2007.2008. Term Secretary, The Winthrop expires Mellon Institutional Funds in 2017. Group, Inc. (consulting firm) (1982 - present);2023. Master Portfolio (oversaw 17 portfolios in fund Pioneer Floating Rate Desautels Faculty of Trust:complex) (1989 - 2008) Fund, Inc.: Class II Trustee Management, McGillDirector since 2003.2008. Term expires in University (1999 - 2017. present); and Manager of Research Operations and2023. Pioneer High Income Trust: Organizational Learning,Fund, Inc.: Class III TrusteeDirector since Xerox PARC, Xerox's advance 2002.2008. Term expires in 2017. research center (1990-1994)2023. Pioneer Municipal High Income Trust:Fund, Inc.: Class II TrusteeDirector since 2003.2008. Term expires in 2017.2023. Pioneer Municipal High Income Advantage Trust:Fund, Inc.: Class II TrusteeDirector since 2003.2008. Term expires in 2017.2023. ----------------------------------------------------------------------------------------------------
11
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ----------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Lorraine H. Monchak (61)--------------------------------------------------------------------------------------------------- Craig C. Pioneer Diversified Partner, England & Company, Board Member of Carver MacKay (58) High Chief Investment Officer, None Trustee Income Trust:Fund, LLC (advisory firm) (2012 -- Bancorp, Inc. (holding Director Inc.: Class III 1199 SEIU Funds (healthcare Trustee since 2015. Term workers union pension expires in 2019. funds) (2001 -II Director present); Vice President -Group Head -- company) and Carver Nominee since 2021. Term expires Leveraged Finance Distribution, Federal Savings Bank, NA in 2021. Oppenheimer & Company (2017 -- present); (investment bank) (2006 -- Advisory Council Pioneer Floating Rate International Investments Trust:2012); Group Head -- Private Member, MasterShares Fund, Inc.: Class III Finance & High Yield Capital ETF (2016 -- 2017); Director since 2021. Term Markets Origination, SunTrust Advisory Council expires in 2021. Robinson Humphrey Member, The Deal (investment bank) (2003 -- (financial market Pioneer High Income 2006); and Founder and Chief information publisher) Fund, Inc.: Class I Trustee Group, AmericanExecutive Officer, HNY (2015 -- 2016); Board Co- Director since 2015.2021. Term Associates, LLC (investment Chairman and Chief expires in 2021. bank) (1996 -- 2003) Executive Officer, Danis Transportation Company Pioneer Municipal (privately-owned High Income Fund, commercial carrier) Inc.: Class III Director (2000 -- 2003); Board since 2021. Term expires Member and Chief in 2021. Financial Officer, Customer Access Pioneer Municipal Resources (privately- High Income owned teleservices Advantage Fund, Inc.: company) (1998 -- 2000); Class III Director since Board Member, 2021. Term expires in International Group, Inc. 2019. (insurance company)Federation of Protestant 2021. Welfare Agencies (human services agency) (1993 - 2001)-- present); Vice President Pioneer High Income Trust: Corporate Finance and Class II Trustee since Treasury Group, Citibank, 2015. Term expires in 2019. N.A.(1980 - 1986 and 1990 - 1993); Vice President - Pioneer Municipal High Asset/Liability Management Income Trust: Class I Group, Federal Farm Funding Trustee since 2015. Term Corporation (government- expires in 2019. sponsored issuer of debt securities) (1988 - 1990); Pioneer Municipal High Mortgage Strategies Group, Income Advantage Trust: Shearson Lehman Hutton, Class I Trustee since 2015. Inc. (investment bank) Term expires in 2019. (1987 - 1988); Mortgage Strategies Group, Drexel Burnham Lambert, Ltd. (investment bank) (1986 - 1987)Board Treasurer, Harlem Dowling Westside Center (foster care agency) (1999 -- 2018)
12
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ----------------------------------------------------------------------------------------------------- Independent TrusteesDirectors and Nominees: Marguerite A. Piret (69)----------------------------------------------------------------------------------------------------- Lorraine H. Pioneer Diversified High President and Chief Director of New America Trustee Income Trust: Class II ExecutiveInvestment Officer, Newbury1199 None Monchak (64) High Income Fund, SEIU Funds (healthcare workers Director Inc. Trustee: Class III Director union pension funds) (2001 -- since 2007.2015. Term Piret Company (investment (closed-end investment expires in 2018. banking firm) (1981 - company) (2004 - present); present) and Member, Board ofVice President -- in 2022. International Investments Group, American International Pioneer Floating Rate Governors, Investment Trust:Group, Inc. (insurance Fund, Inc.: Class III Trustee Company Institute (2000 -I company) (1993 -- 2001); Vice Director since 2003.2015. Term President Corporate Finance and expires in 2022. Treasury Group, Citibank, N.A.(1980 -- 1986 and 1990 -- Pioneer High Income 1993); Vice President -- Fund, Inc.: Class II Asset/Liability Management Director since 2015. Term Group, Federal Farm Funding expires in 2022. Corporation (government- sponsored issuer of debt Pioneer Municipal securities) (1988 -- 1990); High Income Fund, Mortgage Strategies Group, Inc.: Class I Director Shearson Lehman Hutton, Inc. since 2015. Term expires (investment bank) (1987 -- in 2022. 1988); Mortgage Strategies Group, Drexel Burnham Pioneer Municipal Lambert, Ltd. (investment bank) High Income (1986 -- 1987) Advantage Fund, Inc.: Class I Director since 2015. Term expires in 2006) 2018. Pioneer High Income Trust: Class I Trustee since 2002. Term expires in 2018. Pioneer Municipal High Income Trust: Class III Trustee since 2003. Term expires in 2018. Elected by Preferred Shares only. Pioneer Municipal High Income Advantage Trust: Class III Trustee since 2003. Term expires in 2018. Elected by Preferred Shares only.2022. ------------------------------------------------------------------------------------------------------
13
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ------------------------------------------------------------------------------------------------------ Independent TrusteesDirectors and Nominees: Fred J. Ricciardi (70)-------------------------------------------------------------------------------------------------------- Marguerite A. Pioneer Diversified Chief Financial Officer, American Director of New America Piret (72) High Consultant (investment None Trustee Income Trust:Fund, Ag Energy, Inc. (controlled High Income Fund, Inc. Director Inc.: Class II company services) (2012 - TrusteeDirector environment and agriculture (closed-end investment Nominee since 2014.2007. Term expires company) (2016 -- present); company) (2004 -- in 2021. President and Chief Executive Vice expires in 2018. President, BNY Mellon (financialpresent); and investmentMember, Officer, Metric Financial Inc. Board of Governors, Pioneer Floating Rate company services) (1969 - Trust:(formerly known as Newbury Investment Company Fund, Inc.: Class III Trustee 2012);Piret Company) (investment Institute (2000 -- 2006) Director BNY since 2014.2003. Term banking firm) (1981 -- 2019) expires in 2021. Pioneer High Income Fund, Inc.: Class I Director since 2002. Term expires in International Financing 2018. Corp. (financial services) (2002 - 2012); Director, Pioneer High Income Trust: Mellon Overseas Investment Class I Trustee since 2014. Corp. (financial services) Term expires in 2018. (2009 - 2012)2021. Pioneer Municipal High Income Trust:Fund, Inc.: Class III TrusteeDirector since 2014.2003. Term expires in 2018.2021. Elected by Preferred Stock only. Pioneer Municipal High Income Advantage Trust:Fund, Inc.: Class III TrusteeDirector since 2014.2003. Term expires in 2018.2021. Elected by Preferred Stock only. --------------------------------------------------------------------------------------------------------
14
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ----------------------------------------------------------------------------------------------------- Interested TrusteesIndependent Directors and Nominee*: Lisa M. Jones (55)*Nominees: ----------------------------------------------------------------------------------------------------- Fred J. Pioneer Diversified Consultant (investment None Ricciardi (73) High Chair,Income Fund, company services) (2012 -- Director CEO and None Trustee, President and Income Trust:Inc.: Class III President of Amundi Pioneer ChiefII Director present); Executive Officer TrusteeVice Nominee since 2014. Term Asset Management USA, Inc. expires President, BNY Mellon (financial in 2019. (since September 2014); Chair, Director2021. and CEO ofinvestment company services) (1969 -- 2012); Pioneer Floating Rate AmundiDirector, BNY International Fund, Inc.: Class III Financing Corp. (financial Director since 2014. Term services) (2002 -- 2012); expires in 2021. Director, Mellon Overseas Investment Corp. (financial Pioneer Asset Trust:High Income services) (2009 -- 2012); Fund, Inc.: Class I Trustee Management,Director, Financial Models Director since 2014. Term (technology) (2005-2007); expires in 2021. Director, BNY Hamilton Funds, Ireland (offshore investment Pioneer Municipal companies) (2004-2007); High Income Fund, Chairman/Director, AIB/BNY Inc. (since: Class III Director Securities Services, Ltd., Ireland since 2014. Term expires (financial services) (1999-2006); in 2021. Chairman, BNY Alternative Investment Services, Inc. Pioneer Municipal (financial services) (2005-2007) High Income Advantage Fund, Inc.: Class III Director since 2014. Term expires in September 2014); Chair, 2019. Director and CEO of Amundi Pioneer Distributor, Inc. Pioneer High Income Trust: (since September 2014); Class II Trustee since Chair, Director, CEO and 2014. Term expires in 2019. President of Amundi Pioneer Institutional Asset Pioneer Municipal High Management, Inc. (since Income Trust: Class I September 2014); Managing Trustee since 2014. Term Director, Morgan Stanley expires in 2019. Investment Management (2010 - 2013); Director of Pioneer Municipal High Institutional Business, CEO Income Advantage Trust: of International, Eaton Class I Trustee since 2014. Vance Management (2005 - Term expires in 2019. 2010)2021. -----------------------------------------------------------------------------------------------------
15
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Trustee ------------- --------------------------- --------------------------- ---------------------------Director ------------------------------------------------------------------------------------------------------ Interested TrusteesIndependent Directors and Nominee*Nominees: ------------------------------------------------------------------------------------------------------ Lisa M. Jones Pioneer Diversified Director, CEO and President of Member, Board of (58)** High Income Fund, Amundi US, Inc. (investment Governors, Investment Director, Inc.: Class III Director management firm) (since Company Institute (since President and since 2014. Term expires September 2014); Director, CEO May 2015) Chief Executive in 2022. and President of Amundi Asset Officer Management US, Inc. (since Pioneer Floating Rate September 2014); Director, CEO Fund, Inc.: Class I and President of Amundi Director since 2014. Term Distributor US, Inc. (since expires in 2022. September 2014); Director, CEO and President of Amundi Asset Pioneer High Income Management US, Inc. (since Fund, Inc.: Class II September 2014); Chair, Amundi Director since 2014. Term US, Inc., Amundi Distributor US, expires in 2022 Inc. and Amundi Asset Management US, Inc. Pioneer Municipal (September 2014 -- 2018); High Income Fund, Managing Director, Morgan Inc.: Class I Director Stanley Investment since 2014. Term expires Management (investment in 2022. management firm) (2010 -- 2013); Director of Institutional Pioneer Municipal Business, CEO of International, High Income Eaton Vance Management Advantage Fund, Inc.: (investment management firm) Class I Director since (2005 -- 2010); Director of 2014. Term expires in Amundi Holdings US, Inc. (since 2022. 2017) ------------------------------------------------------------------------------------------------------
16
Name, Age and Position Held Term of Office and Other Directorships With the Fund Length of Service Principal Occupation Held by Director ------------------------------------------------------------------------------------------------------ Independent Directors and Nominees: ------------------------------------------------------------------------------------------------------ Kenneth J. Taubes (59)* Pioneer Diversified High Director and Executive Vice None TrusteeTaubes (62)** High Income Trust: Class IFund, President (since 2008) and TrusteeChief Director Inc.: Class I Director Investment Officer, U.S. (since since 2014. Term expires 2010) of Amundi US, Inc. in 2023. (investment management firm); Director and Executive Vice Pioneer Floating Rate President and Chief Investment Fund, Inc.: Class II Officer, U.S. of Amundi US Director since 2014. Term (since 2008); Executive Vice expires in 2023. President and Chief Investment Officer, NomineeU.S. of Amundi Asset Pioneer High Income Management US, Inc. (since Fund, Inc.: Class III 2009); Portfolio Manager of Director since 2014. Term Amundi US (since 1999); expires in 2017. U.S. (since 2010)2023. Director of Amundi Holdings US, Inc. (since 2017) Pioneer Asset Management Pioneer Floating Rate USA,Municipal High Income Fund, Inc.; Executive Vice Trust:: Class II Trustee President and ChiefDirector since 2014. Term expires in Investment Officer, U.S. of 2017. Amundi Pioneer (since 2008); Executive Vice Pioneer High Income Trust: President of Amundi Pioneer Class III Trustee since Institutional Asset 2014. Term expires in 2017. Management, Inc. (since 2009); Portfolio Manager of2023. Pioneer Municipal High Amundi Pioneer (since 1999) Income Trust:Advantage Fund, Inc.: Class II TrusteeDirector since 2014. Term expires in 2017. Pioneer Municipal High Income Advantage Trust: Class II Trustee since 2014. Term expires in 2017.2023. ----------------------------------------------------------------------------------------------------
* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as independent outside legal counsel to the Independent Directors of each Pioneer Fund. ** Ms. Jones and Mr. Taubes are Interested TrusteesDirectors because they are an officer or director of each fund's investment adviser and certain of its affiliates. Responsibilities of the Board of TrusteesDirectors The Board of TrusteesDirectors is responsible for overseeing each fund's management and operations. The Chairman of the Board is an Independent Trustee.Director. Independent TrusteesDirectors constitute at least 75% of the Board. During each fund'sthe most recent fiscal year of each of Pioneer Diversified High Income Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc., the Board of TrusteesDirectors held 710 meetings. During the most recent fiscal year of Pioneer Floating Rate Fund, Inc., the Board of 17 Directors held 13 meetings. All of the current TrusteesDirectors and committee members of each fund then serving attended at least 75% of the meetings of the Board of TrusteesDirectors and applicable committees, if any, held during that fund's most recent fiscal year. The funds do not have a policy on TrusteeDirector attendance at the annual meeting of shareholders.stockholders. For each fund, one TrusteeDirector attended the 20162020 annual meeting of shareholders. 16 stockholders. The TrusteesDirectors were selected or nominated to join the Board based upon the following as to each Board member: such person's character and integrity; such person's judgment, analytical ability, intelligence, and common sense; such person's experience and previous profit and not-for-profit board membership; such person's demonstrated willingness to take an independent and questioning stance toward management; such person's willingness and ability to commit the time necessary to perform the duties of a Trustee;Director; as to each Independent Trustee,Director, his or her status as not being an "interested person" as defined under the 1940 Act; and, as to Ms. Jones and Mr. Taubes, their association with Amundi Pioneer.US. Each Director also serves on the Boards of Directors of other exchange-listed closed-end funds, closed-end interval funds, and open-end funds, all part of the Pioneer Funds complex, and has substantial experience protecting fund stockholders' interests. As part of their service on the boards of Pioneer closed-end funds', the nominees regularly evaluate issues unique to closed-end funds, including the discount at which closed-end funds' shares may trade relative to their net asset value per share. Each of the Independent TrusteesDirectors also was selected to join the Board based on the criteria and principles set forth in the Governance and Nominating Committee Charter.Charter as then in effect. In addition to individual attributes, the value of diversity is considered. In evaluating a Trustee'san incumbent Director's prospective service on the Board, the Trustee'sDirector's experience in, and ongoing contributions toward, overseeing the fund's business as a TrusteeDirector also are considered. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee:Director: Mr. Bock, accounting, financial,Baumgardner, legal, investment management, business and public company experience as a chief financial officeran attorney practicing investment management, corporate and an executive officersecurities law and experience as a board member of other organizations; Ms. Durnin, investment management and investment company experience as an executive officer of an investment adviser; Mr. Friedman, academic leadership, economic and finance experience and investment company board experience; Ms. Graham, academic leadership,Mr. MacKay, investment, financial and business experience as a partner in business, financean investment banking firm and management consulting;experience as a board member of other organizations; Ms. Monchak, investment, financial and business experience, including as the chief investment officer of a pension fund.fund; Mr. Perna, accounting, financial, and business experience as an executive officer and experience as a board member of other organizations; Ms. Piret, accounting, financial and entrepreneurial experience as an executive, valuation experience and investment company board experience; Mr. Ricciardi, 18 financial, business and investment company experience as an executive officer of a financial and investment company services organization, and experience as a board member of offshore investment companies and other organizations; Ms. Jones, investment management experience as an executive and leadership roles with Amundi PioneerUS and its affiliates,affiliates; and Mr. Taubes, portfolio management experience and leadership roles with Amundi Pioneer.US. However, in its periodic assessment of the effectiveness of the Board, the Board considers the complementary skills and experience of individual TrusteesDirectors 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 thatfund. Under the Maryland General Corporation Law, the appointment, designation (including in any proxy or registration statement or other document) of a TrusteeDirector as an expert on any topic or in any area, or as having experience, attributes or skills in any area, or any other appointment, designation or identification, shalldoes not impose on that person any standard of care or liability that is greater than that imposed on that person as a TrusteeDirector in the absence of the appointment, designation or identification, and no TrusteeDirector who has special attributes, skills, experience or expertise, or is appointed, designated, or identified as aforesaid, shall beis held to a higher standard of care by virtue thereof. 17 Board Committees The Board of TrusteesDirectors has five standing committees: the Independent TrusteesDirectors Committee, the Audit Committee, the Governance and Nominating Committee, the Policy Administration Committee and the Valuation Committee. Each committee is chaired by an Independent TrusteeDirector and all members of each committee are Independent Trustees.Directors. The Chairs of the committees work with the Chairman of the Board and fund management in setting the agendas for Board meetings. The Chairs of the committees set the agendas for committee meetings with input from fund management. As noted below, through the committees, the Independent TrusteesDirectors consider and address important matters involving the funds, including those presenting conflicts or potential conflicts of interest for management. The Independent TrusteesDirectors also regularly meet without the presence of management and are advised by independent legal counsel. The Board believes that the committee structure, and delegation to the committees of specified oversight responsibilities, help the Board more effectively to provide governance and oversight of the funds' affairs. Mr. Perna, Chairman of the Board, is a member of each committee except the Audit Committee and the Valuation Committee, of each of which he is a non-voting, ex-officio member. 19 During the most recent fiscal year for each fund, the Audit, Governance and Nominating, Independent Trustees,Directors, Policy Administration and Valuation Committees of each fund held the following meetings:
4/30/2021 11/30/2020 3/31/2021 4/30/2021 3/31/2021 ------------------------------------------------------------------------------- Pioneer Pioneer Pioneer Pioneer Pioneer Municipal Diversified Floating High Municipal High Income High Income Rate Income High Income Advantage Trust Trust Trust Trust Trust ----------- -------- ------- ----------- ----------- Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. Fund, Inc. ------------------------------------------------------------------------------- Audit Committee 7 7 7 7 7 Governance and Nominating Committee 3 2 3 3 39 10 9 9 9 Independent TrusteesDirectors Committee 11 7 11 11 116 6 7 6 Policy Administration Committee 4 5 4 4 4 Valuation Committee 5 5 5 5 5
Independent TrusteesDirectors Committee: David R. Bock,John E. Baumgardner, Jr., Diane Durnin, Benjamin M. Friedman, Margaret B.W. Graham,Craig C. MacKay, Lorraine H. Monchak, Thomas J. Perna (Chair), Marguerite A. Piret and Fred J. Ricciardi. The Independent TrusteesDirectors Committee is comprised of all of the Independent Trustees.Directors. The Independent TrusteesDirectors Committee serves as the forum for consideration of a number of issues required to be considered separately by the Independent TrusteesDirectors under the 1940 Act, including the assessment and review of each fund's advisory agreement and other related party contracts. The Independent TrusteesDirectors Committee also considers issues that the Independent TrusteesDirectors believe it is advisable for them to consider separately from the Interested Trustees. 18 Directors. Audit Committee: David R. Bock (Chair),Diane Durnin, Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak and Marguerite A. Piret.Fred J. Ricciardi (Chair). Each fund's Audit Committee is comprised of only Independent TrusteesDirectors who are "independent" as defined in the applicable New York Stock Exchange ("NYSE") and NYSE MKTAmerican (Pioneer Diversified High Income Fund, Inc.) listing standards relating to closed-end funds. The Board of TrusteesDirectors 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'Directors' 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. 20 The Audit Committee charter is available on Amundi Pioneer'sUS's website: www.us.pioneerinvestments.com.amundi.com/US. You also can obtain a copy by sending a written request to your fund at the address listed on this proxy statement. Each fund's Board of TrusteesDirectors has determined that the fund has at least one audit committee financial expert serving on its Audit Committee. Mr. Bock,Ricciardi, an Independent Trustee,Director, serves on each Audit Committee and has been determined to be an audit committee financial expert. Audit Committee Report The Audit Committee reports that it has (1) reviewed and discussed each fund's audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters required to be discussed with the independent auditors by the Statementapplicable requirements of Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200 T;and the SEC; and (3) received written disclosures and an independencethe letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3600 T,regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm that firm's independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of TrusteesDirectors that the audited financial statements be included in the Annual Report for Pioneer Floating Rate TrustFund, Inc. for the fiscal year ended November 30, 2016,2020, the Annual Reports for Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. for the fiscal year ended March 31, 20172021 and in the Annual Reports for Pioneer Diversified High Income TrustFund, Inc. and Pioneer Municipal High Income TrustFund, Inc. for the fiscal year ended April 30, 2017. 19 2021. The members of each fund's Audit Committee are: David R. Bock (Chair)Diane Durnin Benjamin M. Friedman Craig C. MacKay Lorraine H. Monchak Marguerite A. PiretFred J. Ricciardi (Chair) Governance and Nominating Committee: Margaret B.W. GrahamJohn E. Baumgardner, Jr. (Chair), Diane Durnin, and Thomas J. Perna and Fred J. Ricciardi.Perna. All members of the Governance and Nominating Committee are independent under the applicable NYSE and NYSE MKTAmerican listing standards relating to closed-end funds, and are not "interested persons," as defined in the 1940 Act, of each fund. The Board of each fund has adopted a written charter for the Governance and Nominating Committee, which is available on Amundi Pioneer'sUS's website: http://us.pioneerinvestments.com.amundi.com/US. You also can obtain a copy by sending a written request to your fund at the address listed on this proxy statement. The Governance and Nominating Committee considers governance matters affecting the Board and each fund. Among other responsibilities, the Governance and Nominating Committee reviews the performance of the Independent TrusteesDirectors as a whole, and reviews 21 and recommends to the Independent TrusteesDirectors Committee any appropriate changes concerning, among other things, the size and composition of the Board, the Board's committee structure and the Independent Trustees'Directors' compensation. The Governance and Nominating Committee also makes recommendations to the Independent TrusteesDirectors Committee or the Board on matters delegated to it. In addition, the Governance and Nominating Committee screens potential candidates for Independent Trustees.Directors. Among other responsibilities, the Governance and Nominating Committee reviews periodically the criteria for Independent TrusteesDirectors and the spectrum of desirable experience and expertise for Independent TrusteesDirectors as a whole, and reviews periodically the qualifications and requisite skills of persons currently serving as Independent TrusteesDirectors 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 shareholderstockholder or recommended by any Trustee,Director, management or another person and makes a recommendation as to the qualifications of such nominated or recommended person to the Independent TrusteesDirectors and the Board, and reviews periodically the Committee's procedure, if any, regarding candidates submitted by shareholders.stockholders. The TrusteesGovernance and Nominating Committee also strives to achieve diversity of the Board of Directors with respect to attributes such as race, ethnicity, gender, cultural background, skills and professional experience when reviewing candidates for any Board vacancies. The Directors who are not Independent TrusteesDirectors and the officers of each fund are nominated and selected by the Board. The Governance and Nominating Committee does not have specific, minimum qualifications for nominees, nor has it established specific qualities or skills that it regards as necessary for one or more of the Independent TrusteesDirectors 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,Director, the Governance and Nominating Committee will consider the following general criteria and principles, among any others that it may deem relevant: (i) the nominee's reputation for integrity, honesty and adherence 20 to high ethical standards; (ii) the nominee's business acumen and ability to exercise sound judgment in matters that relate to the objectives of the fund and whether the person is willing and able to contribute positively to the decision-making process of the fund; (iii) the nominee's commitment and ability to devote the necessary time and energy to be an effective Independent Trustee,Director, to understand the fund and the responsibilities of a trusteedirector of an investment company; (iv) the nominee's ability to understand the sometimes conflicting interests of the various constituencies of the fund, including those of stockholders and the management company, and to act in the interests of all shareholders;stockholders; (v) whether the absence ofnominee has, or appears to have, a conflict of interest that would impair his or her ability to represent the interests of all shareholdersstockholders and to fulfill the responsibilities of a trustee;director; and (vi) the value of diversitythat nominees shall not be discriminated against on the Board.basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The Governance and Nominating Committee also will consider whether the nominee has the experience or skills that the Governance and Nominating Committee believes would maintain or enhance the effectiveness of the Independent Trustees'22 Directors' oversight of each fund's affairs, based on the then current composition and skills of the Independent TrusteesDirectors 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.Director. However, as noted above, in its periodic assessment of the effectiveness of the Board, the Board considers the complementary skills and experience of individual TrusteesDirectors in the context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the funds. In addition, as noted above, the Governance and Nomination Committee Charter provides that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. As long as an existing Independent TrusteeDirector continues, in the opinion of the other Independent Trustees,Directors, to satisfy these criteria and continues to make positive contributions to the Board, each fund anticipates that Independent TrusteesDirectors of the fund would favor the re-nomination of an existing TrusteeDirector rather than a new candidate. Consequently, while the Governance and Nominating Committee will evaluate the qualifications of nominees recommended by shareholdersstockholders to serve as Trustee,Director, the Independent TrusteesDirectors might act upon the Governance and Nominating Committee's evaluation only if there is a vacancy on the Board. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Governance and Nominating Committee will, in addition to any shareholderstockholder recommendations, evaluate candidates identified by other means, including candidates proposed by Independent TrusteesDirectors or management. While it has not done so in the past, the Governance and Nominating Committee may retain a consultant to assist the Committee in a search for a qualified candidate. 21 Any shareholderstockholder 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 lawsBylaws of the fund to be considered by the Governance and Nominating Committee. In evaluating a nominee recommended by a shareholder,stockholder, the Governance and Nominating Committee, in addition to the criteria discussed above, may consider the objectives of the shareholderstockholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders.stockholders. If the Board determines to include a shareholder'sstockholder's candidate among the slate of Board nominees, the candidate's name will be placed on the fund's proxy card. If the Governance and Nominating Committee, the Independent TrusteesDirectors 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'sstockholder's candidate will be treated as a nominee of the shareholderstockholder who originally nominated the candidate. The Governance and Nominating Committee initiated the recommendation of each of the non-interested nominees to serve as an Independent Trustee.Director. 23 With respect to the re-nomination of an existing Independent Trustee,Director, the Governance and Nominating Committee and the Independent TrusteesDirectors Committee use the criteria and the principles set forth above, as revised from time to time, to guide the selection process. ShareholdersStockholders 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 TrusteeDirector 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, Craig C. MacKay, Lorraine H. Monchak, and Marguerite A. Piret (Chair)., and Fred J. Ricciardi. The Valuation Committee, among other things, determines with Amundi PioneerUS the value of securities under certain circumstances and considers other matters with respect to the valuation of securities, in each case in accordance with each fund's valuation procedures. Policy Administration Committee: Margaret B.W. Graham (Chair), Thomas J. Perna (Chair), John E. Baumgardner, Jr., and Fred J. Ricciardi.Marguerite A. Piret. The Policy Administration Committee, among other things, oversees and monitors each fund's compliance with legal and regulatory requirements that are not directly related to financial reporting, internal financial controls, independent audits or the performance of the fund's internal audit function. The Policy Administration Committee also oversees the adoption and implementation of certain of the funds' policies and procedures. 22 Oversight of Risk Management Consistent with its responsibility for oversight of each fund in the interests of shareholders,stockholders, the Board of Trustees oversees risk managementDirectors has established a framework for the oversight 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.funds, including the oversight of the identification of risks and the management of certain identified risks. The Board has delegated certain aspects of its risk oversight responsibilities to the committees.committees, but relies primarily on Amundi US and its affiliates for the identification and management or mitigation of risks relating to their management activities on behalf of the funds, as well as to oversee and advise the Board on the risks that may arise relating to the activities of other fund service providers. Each fund faces a number of risks, such as investment risk, counterparty risk, valuation risk, enterprise risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. The goal of risk management is to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholderstockholder services, investment performance or reputation of a fund. Most of the funds' investment management and business operations are carried out by or through Amundi Pioneer,US, its affiliates, and other service providers (such as the custodian and fund accounting agent and the transfer agent), each of which has an independent interest in risk management but whose policies and the methods by which one or more risk 24 management functions are carried out may differ from each fund's and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Operational or other failures, including cybersecurity failures, at any one or more of the funds' service providers could have a material adverse effect on a fund and its stockholders. Under the overall supervision of the Board or the applicable committee of the Board, each fund, or Amundi PioneerUS and the affiliates of Amundi PioneerUS, or other service providers to each fund employ a variety of processes, procedures and controls in an effort to identify, address and mitigate risks. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the funds' and Amundi Pioneer'sUS's chief compliance officer and Amundi Pioneer'sUS's chief risk officer and director of internal audit, as well as various personnel of Amundi Pioneer,US and theof other service providers, make periodic reports to the applicable committee or to the Board with respect to various aspects of risk management, and the applicable committee of the Board review Financial Intermediary Controls and Compliance Assessment ("FICCA") reports if available.management. The reports received by the TrusteesDirectors related to risks typically are summaries of relevant information. The TrusteesDirectors recognize that not all risks that may affect a fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund's goals, that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness, and that some risks are simply beyond the control of the funds or Amundi PioneerUS and its affiliates or other service providers. Because most of the funds' operations are carried out by various service providers, the Board's oversight of the risk management processes of those service providers, including processes to address cybersecurity and other operational failures, is inherently limited. As a result of the foregoing and other factors, each fund's ability to manage risk is subject to substantial limitations. In addition, itIt is important to note that each fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen risks may emerge in the future. 23 The following table indicates the value of shares that each TrusteeDirector or nominee beneficially owned in each fund and Pioneer Funds in the aggregate as of May 31, 2017.2021. Beneficial ownership is determined in accordance with Securities and Exchange Commission ("SEC") rules.SEC Rule 13d-3(d)(1). The share value of any closed-end Pioneer fund is based on its closing market price on May 31, 2017.2021. The share value of any open-end Pioneer fund is based on the net asset value of the class of shares on May 31, 2017.2021. The dollar ranges in this table are in accordance with SEC requirements.
Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of Trustee or Nominee in each Fund Trustee or Nominee -------------------------- ----------------- ------------------ INTERESTED TRUSTEE or NOMINEE $0 /1/ $0 /2/ Lisa M. Jones $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Kenneth J. Taubes $0 /3/ Over $100,000 $0 /4/ $0 /5/
24
Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of Trustee or Nominee in each Fund Trustee or Nominee -------------------------- ----------------------- ------------------ INDEPENDENT TRUSTEE or NOMINEE $0 /1/ $0 /2/ David R. Bock $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Benjamin M. Friedman $0 /3/ Over $100,000 $0 /4/ $0 /5/ $10,001 to $50,000 /1/ $1 to $10,000 /2/ Margaret B.W. Graham $1 to $10,000 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Lorraine H. Monchak $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Thomas J. Perna $0 /3/ Over $100,000 $0 /4/ $0 /5/ $0 /1/ $0 /2/ Marguerite A. Piret $0 /3/ Over $100,000 $0 /4/ $0 /5/
25
Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of TrusteeDirectors or NomineeNominees in each Fund TrusteeDirectors or Nominee -------------------------- ----------------- ------------------Nominees ------------------------------------------------------------------------------- INTERESTED DIRECTORS or NOMINEES ------------------------------------------------------------------------------- $0 (1) $0 (2) Lisa M. Jones $0 (3) Over $100,000 $0 (4) $0 (5) ------------------------------------------------------------------------------- $0 (1) $0 (2) Kenneth J. Taubes $0 (3) Over $100,000 $0 (4) $0 (5) ------------------------------------------------------------------------------- INDEPENDENT TRUSTEEDIRECTORS or NOMINEENOMINEES ------------------------------------------------------------------------------- $0 /1/(1) $0 /2/(2) John E. Baumgardner, Jr. $0 (3) Over $100,000 $0 (4) $0 (5) ------------------------------------------------------------------------------- $0 (1) $0 (2) Diane Durnin $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) ------------------------------------------------------------------------------- $0 (1) $0 (2) Craig C. MacKay $0 (3) $50,000 - $100,000 $0 (4) $0 (5) -------------------------------------------------------------------------------
26
Aggregate Dollar Range of Equity Securities in All Pioneer Funds Dollar Range of Overseen or to be Equity Securities Overseen by Name of Directors or Nominees in each Fund Directors or Nominees ------------------------------------------------------------------------------- INTERESTED DIRECTORS or NOMINEES ------------------------------------------------------------------------------- $0 (1) $0 (2) Lorraine H. Monchak $0 (3) Over $100,000 $0 (4) $0 (5) ------------------------------------------------------------------------------- $0 (1) $0 (2) Thomas J. Perna $0 (3) Over $100,000 $0 (4) $0 (5) ------------------------------------------------------------------------------- $0 (1) $0 (2) Marguerite A. Piret $0 (3) Over $100,000 $0 (4) $0 (5) ------------------------------------------------------------------------------- $0 (1) $0 (2) Fred J. Ricciardi $0 /3/(3) Over $100,000 $0 /4/(4) $0 /5/(5) -------------------------------------------------------------------------------
/1/(1) Shares held in Pioneer High Income Trust /2/Fund, Inc. (2) Shares held in Pioneer Municipal High Income Trust /3/Fund, Inc. (3) Shares held in Pioneer Municipal High Income Advantage Trust /4/ Shares held in Pioneer Floating Rate Trust /5/Fund, Inc. (4) Shares held in Pioneer Diversified High Income TrustFund, Inc. (5) Shares held in Pioneer Floating Rate Fund, Inc. As of December 31, 2016,2020, the Trustees,Directors, any nominee for election as a TrusteeDirector and the executive officers of each fund owned beneficially in the aggregate less than 1% of the outstanding shares of each fund. For each of the funds, during the most recent fiscal year, none of the TrusteesIndependent Directors or any nominee for election as a Trusteean Independent Director engaged in the purchase or sale of securities of Amundi Pioneer,US, Amundi, Amundi USA,US, Inc. or any other entity in a control relationship to Amundi PioneerUS or Amundi Pioneer Distributor US, Inc. Compliance with Section 16(a) Reporting Requirements Section 16(a)27 Material Relationships 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")Independent Directors Mr. Baumgardner, an Independent Director, is Of Counsel to file reports of ownership and changes in ownership withSullivan & Cromwell LLP, which acts as independent counsel to the SEC. Executive officers, Trustees and 10% Shareholders are required by SEC regulations to furnish the fund with copiesIndependent Directors of all Section 16(a) forms they file. Section 30(h) of the 1940 Act extendsPioneer Funds. The aggregate compensation paid to Sullivan & Cromwell LLP by 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 toPioneer Funds was approximately $631,977 and $752,913 in each of the funds2019 and representations that no other reports were required to be filed, each fund believes that during the past fiscal year the filing requirements applicable to such persons were met. 26 2020. Executive officers In addition to Ms. Jones, who serves as the President and Chief Executive Officer of each fund, the following table provides information with respect to the other executive officers of the funds. Each executive officer is elected by the Board of TrusteesDirectors and serves until his or her successor is chosen and qualified or until his or her resignation or removal by the Board. Each of the executive officers of the funds is an employee of Amundi US and none of the executive officers are employees of the funds. The business address of all officers of the funds is 60 State Street, Boston, Massachusetts 02109. Name, age and position with each fund Principal occupation(s) ------------------------------------- ------------------------------------- Christopher J. Kelley Vice President and Associate General (52) Counsel of Amundi Pioneer since Secretary and Chief Legal Officer January 2008 and Secretary and Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds from September 2003 to May 2010; and Vice President and Senior Counsel of Amundi Pioneer from July 2002 to December 2007 Carol B. Hannigan Fund Governance Director of Amundi (56) Pioneer since December 2006 and Assistant Secretary Assistant Secretary of all the Pioneer Funds since June 2010; Manager- Fund Governance of Amundi Pioneer from December 2003 to November 2006; and Senior Paralegal of Amundi Pioneer from January 2000 to November 2003 Thomas Reyes Senior Counsel of Amundi Pioneer (54) since May 2013 and Assistant Assistant Secretary Secretary of all the Pioneer Funds since June 2010; Counsel of Amundi Pioneer from June 2007 to May 2013; and Vice President and Counsel at State Street Bank from October 2004 to June 2007 Mark E. Bradley Vice President - Fund Treasury of (57) Amundi Pioneer; and Treasurer of all Treasurer of the Pioneer Funds since March 2008; Deputy Treasurer of Amundi Pioneer from March 2004 to February 2008; and Assistant Treasurer of all of the Pioneer Funds from March 2004 to February 2008 Luis I. Presutti Director - Fund Treasury of Amundi (52) Pioneer; and Assistant Treasurer of Assistant Treasurer all of the Pioneer Funds Gary Sullivan Fund Accounting Manager - Fund (59) Treasury of Amundi Pioneer; and Assistant Treasurer Assistant Treasurer of all of the Pioneer Funds 27
--------------------------------------------------------------------------------------- Name, age and position with each fund Principal occupation(s) ----------------------------------------------------------------------------------------- Christopher J. Kelley Vice President and Associate General Counsel of (56) Amundi US since January 2008 and Secretary Secretary and Chief Legal Officer and Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds from September 2003 to May 2010; and Vice President and Senior Counsel of Amundi US from July 2002 to December 2007 ----------------------------------------------------------------------------------------- Carol B. Hannigan Fund Governance Director of Amundi US since (60) December 2006 and Assistant Secretary of all Assistant Secretary the Pioneer Funds since June 2010; Manager- Fund Governance of Amundi US from December 2003 to November 2006; and Senior Paralegal of Amundi US from January 2000 to November 2003 ----------------------------------------------------------------------------------------- Thomas Reyes Assistant General Counsel of Amundi US since (58) April 2019 and Assistant Secretary of all the Assistant Secretary Pioneer Funds since June 2010; Senior Counsel of Amundi US from May 2013 to April 2019; Counsel of Amundi US from June 2007 to May 2013; and Vice President and Counsel at State Street Bank from October 2004 to June 2007 ----------------------------------------------------------------------------------------- Anthony J. Koenig, Jr. Senior Vice President -- Fund Treasury of Amundi (57) US; Treasurer of all of the Pioneer Funds since Treasurer May 2021; Assistant Treasurer of all of the Pioneer Funds from January 2021 to May 2021; and Chief of Staff, US Investment Management of Amundi US from May 2008 to January 2021 ----------------------------------------------------------------------------------------- Luis I. Presutti Director -- Fund Treasury of Amundi US; and (56) Assistant Treasurer of all of the Pioneer Funds Assistant Treasurer -----------------------------------------------------------------------------------------
28 Name, age and position with each fund Principal occupation(s) ------------------------------------- ------------------------------------- David F. Johnson Fund Administration Manager - Fund (37) Treasury of Amundi Pioneer since Assistant Treasurer November 2008; Assistant Treasurer of all of the Pioneer Funds since January 2009; and Client Service Manager - Institutional Investor Services at State Street Bank from March 2003 to March 2007 Jean M. Bradley
--------------------------------------------------------------------------------------- Name, age and position with each fund Principal occupation(s) --------------------------------------------------------------------------------------- Gary Sullivan Senior Manager -- Fund Treasury of Amundi US (63) since 2012; and Assistant Treasurer of all of the Assistant Treasurer Pioneer Funds since 2002 --------------------------------------------------------------------------------------- Antonio Furtado Fund Oversight Manager -- Fund Treasury of (39) Amundi US since 2020; Assistant Treasurer of all Assistant Treasurer of the Pioneer Funds since 2020; and Senior Fund Treasury Analyst from 2012 -- 2020 --------------------------------------------------------------------------------------- John Malone Managing Director, Chief Compliance Officer of Amundi (64) Pioneer and of all the Pioneer Funds Chief Compliance Officer since March 2010; Chief Compliance Officer of Amundi Pioneer Institutional Asset Management, Inc. since January 2012; Chief Compliance Officer of Vanderbilt Capital Advisors, LLC since July 2012; Director of Adviser and Portfolio Compliance at Amundi Pioneer since October 2005; and Senior Compliance Officer for Columbia Management Advisers, Inc. from October 2003 to October 2005 Kelly K. O'Donnell Vice President - Head of Investor (46) Services Group of Amundi Pioneer and Anti-Money Laundering Officer of (50) Amundi Asset Management; Amundi Asset Chief Compliance Officer Management US, Inc.; and the Pioneer Funds since September 2018; Chief Compliance Officer of Amundi Distributor US, Inc. since January 2014 --------------------------------------------------------------------------------------- Kelly K. O'Donnell Vice President -- Amundi US; Anti-Money (50) Laundering Officer of all the Pioneer Funds Anti-Money Laundering Officer since 2006 ---------------------------------------------------------------------------------------
Compensation of TrusteesDirectors and executive officers The following table sets forth certain information with respect to the compensation of each TrusteeDirector of Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. for the fiscal year ended March 31, 2017.2021. The amounts paid to the TrusteesDirectors by each fund differ due to (i) membership on or chairing certain committees of the Board of TrusteesDirectors and other responsibilities assigned to specific Trustees,Directors, and (ii) attendance at meetings. Each fund does not pay any salary or other compensation to its officers.executive officers, none of whom are employees of the funds. The funds' executive officers, who are also officers or employees of Amundi US or its affiliates, are compensated by Amundi US or its affiliates. Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust:Fund, Inc.:
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- -------------- ------------- ---------------Funds(1) ----------------------------------------------------------------------------- Interested Trustees:Directors: ----------------------------------------------------------------------------- Lisa M. Jones $0.00* $0.00 $0.00 $0.00** ----------------------------------------------------------------------------- Kenneth J. Taubes $0.00* $0.00 $0.00 $0.00* $0.00 $0.00 $0.00** -----------------------------------------------------------------------------
2829
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- -------------- ------------- ---------------Funds(1) ----------------------------------------------------------------------------- Independent Trustees: David R. Bock $2,190.21*Directors: ----------------------------------------------------------------------------- John E. Baumgardner, Jr. $1,809.54* $0.00 $268,063.00 $2,349.34*$328,500.00 $2,457.09** ----------------------------------------------------------------------------- Diane Durnin(2) $1,773.42* $0.00 $313,751.00 $2,380.01** ----------------------------------------------------------------------------- Craig C. McKay(3) $132.89* $0.00 $23,500.00 $161.58** ----------------------------------------------------------------------------- Benjamin M. Friedman $2,210.09*$1,853.59* $0.00 $271,625.00 $2,368.20*$343,000.00 $2,530.37** Margaret B.W. Graham $2,051.53* $0.00 $242,000.00 $2,186.75**----------------------------------------------------------------------------- Lorraine H. Monchak $2,056.39*$1,870.07* $0.00 $242,938.00 $2,192.99*$348,251.00 $2,559.66** ----------------------------------------------------------------------------- Thomas J. Perna $2,475.87*$2,096.14* $0.00 $321,188.00 $2,669.57*$428,500.00 $2,966.50** ----------------------------------------------------------------------------- Marguerite A. Piret $2,158.86*$1,793.39* $0.00 $262,063.00 $2,309.79*$322,251.00 $2,424.90** ----------------------------------------------------------------------------- Fred J. Ricciardi $1,957.27*$1,848.88* $0.00 $224,375.00 $2,078.96*$343,251.00 $2,533.35** -----------------------------------------------------------------------------
/1/(1) As of the fiscal year ended March 31, 2017,2021, there were 4645 U.S. registered investment portfoliosfunds in the Pioneer Funds. (2) Appointed as a Director on January 1, 2020. (3) Appointed as a Director on March 22, 2021. * Aggregate compensation from Pioneer High Income Trust.Fund, Inc. ** Aggregate compensation from Pioneer Municipal High Income Advantage Trust. 29 Fund, Inc. The following table sets forth certain information with respect to the compensation of each TrusteeDirector of Pioneer Diversified High Income TrustFund, Inc. and Pioneer Municipal High Income TrustFund, Inc. for the fiscal year ended April 30, 2017.2021. The amounts paid to the TrusteesDirectors by each fund differ due to (i) membership on or chairing certain committees of the boards of TrusteesDirectors and other responsibilities assigned to specific Trustees,Directors, and (ii) attendance at meetings. TheEach fund does not pay any salary or other compensation to its officers.executive officers, none of whom are employees of the funds. The funds' executive officers, who are also officers or employees of Amundi US or its affiliates, are compensated by Amundi US or its affiliates. 30 Pioneer Diversified High Income TrustFund, Inc. and Pioneer Municipal High Income Trust:Fund, Inc.:
Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- -------------- ------------- ---------------Funds(1) ---------------------------------------------------------------------------- Interested Trustees:Directors: ---------------------------------------------------------------------------- Lisa M. Jones $ 0.00*$0.00* $0.00 $ 0.00 $ 0.00*$0.00 $0.00** ---------------------------------------------------------------------------- Kenneth J. Taubes $ 0.00*$0.00* $0.00 $ 0.00 $ 0.00*$0.00 $0.00** ---------------------------------------------------------------------------- Independent Trustees: David R. BockDirectors: ---------------------------------------------------------------------------- John E. Baumgardner, Jr. $1,000.00* $0.00 $268,063.00 $2,049.36*$328,500.00 $2,243.28** ---------------------------------------------------------------------------- Diane Durnin(2) $1,000.00* $0.00 $313,751.00 $2,177.81** ---------------------------------------------------------------------------- Benjamin M. Friedman $1,000.00* $0.00 $271,625.00 $2,063.70*$343,000.00 $2,306.00** Margaret B.W. Graham $1,000.00*---------------------------------------------------------------------------- Craig C. McKay(3) $83.33* $0.00 $242,000.00 $1,922.44*$23,500.00 $147.32** ---------------------------------------------------------------------------- Lorraine H. Monchak $1,000.00* $0.00 $242,938.00 $1,927.37*$348,251.00 $2,331.00** ---------------------------------------------------------------------------- Thomas J. Perna $1,000.00* $0.00 $321,188.00 $2,298.05*$428,500.00 $2,678.03** ---------------------------------------------------------------------------- Marguerite A. Piret $1,000.00* $0.00 $262,063.00 $2,018.26*$322,251.00 $2,215.93** ---------------------------------------------------------------------------- Fred J. Ricciardi $1,000.00* $0.00 $224,375.00 $1,838.55*$343,251.00 $2,308.29** ----------------------------------------------------------------------------
/1/(1) As of the fiscal year ended April 30, 2017,2021, there were 4645 U.S. registered investment portfoliosfunds in the Pioneer Funds. (2) Appointed as a Director on January 1, 2020. (3) Appointed as a Director on March 22, 2021. * Aggregate compensation from Pioneer Diversified High Income Trust.Fund, Inc. ** Aggregate compensation from Pioneer Municipal High Income Trust. 30Fund, Inc. 31 The following table sets forth certain information with respect to the compensation of each TrusteeDirector of Pioneer Floating Rate TrustFund, Inc. for the fiscal year ended November 30, 2016.2020. The amounts paid to the TrusteesDirectors by the fund differ due to (i) membership on or chairing certain committees of the boards of TrusteesDirectors and other responsibilities assigned to specific Trustees,Directors, and (ii) attendance at meetings. The fund does not pay any salary or other compensation to its officers. Pioneer Floating Rate Trust:executive officers, none of whom are employees of the funds. The fund's executive officers, who are also officers or employees of Amundi US or its affiliates, are compensated by Amundi US or its affiliates.
Pioneer Floating Rate Fund, Inc.: Pension or Retirement Total Benefits Compensation Aggregate Accrued as from the Fund Compensation Part of and Other Name of TrusteeDirector from each Fund Fund Expenses Pioneer Funds/1/ --------------- ------------ ------------- ---------------Funds(1) ------------------------------------------------------------------------------ Interested Trustees:Directors: ------------------------------------------------------------------------------ Lisa M. Jones $ 0.00 $0.00 $ 0.00$0.00 $0.00 ------------------------------------------------------------------------------ Kenneth J. Taubes $ 0.00 $0.00 $ 0.00$0.00 $0.00 ------------------------------------------------------------------------------ Independent Trustees: David R. Bock $2,319.82Directors: ------------------------------------------------------------------------------ John E. Baumgardner, Jr. $1,958.60 $0.00 $251,750.00$316,812.00 ------------------------------------------------------------------------------ Diane Durnin2 $1,459.62 $0.00 $293,808.00 ------------------------------------------------------------------------------ Benjamin M. Friedman $2,314.96$1,447.06 $0.00 $251,000.00 Margaret B.W. Graham $2,136.35$330,500.00 ------------------------------------------------------------------------------ Craig C. McKay3 $0.00 $223,500.00$0.00 $0.00 ------------------------------------------------------------------------------ Lorraine H. Monchak $2,129.81$2,055.18 $0.00 $222,479.00$342,125.00 ------------------------------------------------------------------------------ Thomas J. Perna $2,611.59$2,293.41 $0.00 $296,750.00$410,500.00 ------------------------------------------------------------------------------ Marguerite A. Piret $2,254.99$1,936.83 $0.00 $241,750.00$310,000.00 ------------------------------------------------------------------------------ Fred J. Ricciardi $2,016.42$2,012.30 $0.00 $205,000.00$332,625.00 ------------------------------------------------------------------------------
/1/(1) As of the fiscal year ended November 30, 2016,2020, there were 4645 U.S. registered investment portfoliosfunds in the Pioneer Funds. (2) Appointed as a Director on January 1, 2020. (3) Appointed as a Director on March 22, 2021. Investment adviser and administrator Effective January 1, 2021, Amundi Pioneer Asset Management, Inc. changed its name to Amundi Asset Management US, Inc. ("Amundi US"). Amundi US (the "Adviser"), whose executive offices are located at 60 State Street, Boston, Massachusetts 02109, serves as investment adviser and administrator to each fund. 32 Amundi PioneerUS is an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA,Holdings US, Inc. Amundi, one of the world's largest asset managers, is headquartered in Paris, France. As of June 30, 2017,March 31, 2021, Amundi had more than $1.5$2.06 trillion in assets under management worldwide. As of June 30, 2017,March 31, 2021, Amundi PioneerUS (and its U.S. affiliates) had over $74$96 billion in assets under management. 31 On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset management companies located throughout the world, including each fund's investment adviser. Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of UniCredit S.p.A. ("UniCredit"). Prior to July 3, 2017, each fund's investment adviser was named Pioneer Investment Management, Inc. Planned redemptions of auction preferred shares On July 13, 2017, the Adviser announced that each of Pioneer Municipal High Income Advantage Trust and Pioneer Municipal High Income Trust intends to redeem all of their outstanding auction preferred shares (APS) at the liquidation preference per share (sometimes referred to as "at par") of each series of APS, together with accrued and unpaid dividends, if any, as of the redemption date. Each fund's Board of Trustees has approved a refinancing plan expected to result in the redemption of all of each fund's outstanding APS. The redemption of each fund's APS is subject to the successful negotiation of the new financing, the satisfaction of certain notice and regulatory requirements, and the closing conditions of the new financing. Specific information related to the redemption process and timeframes will be released by the funds separately. The Adviser expects the redemptions to be completed by the end of 2017. After the refinancing is completed, each fund will continue to employ financial leverage for investment purposes. The Adviser does not expect the refinancing to reduce either fund's leverage outstanding. Required vote In accordance with the Agreement and Declaration of TrustBylaws for each of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer Floating Rate TrustFund, Inc. and Pioneer High Income Trust,Fund, Inc., the affirmative vote of a pluralitymajority of all of the votes of the Common SharesStock of the fund present in person or by proxyentitled to be cast at thea meeting of stockholders duly called and at which a quorum existsis present is required to elect each nominee for Trustee. .Director. - Mr. Friedman,MacKay, Mr. Perna, Ms. GrahamPiret and Mr. TaubesRicciardi are the current nominees for election as Class I TrusteesII Directors of Pioneer Diversified High Income Trust,Fund, Inc., Class II TrusteesIII Directors of Pioneer Floating Rate TrustFund, Inc. and Class III TrusteesI Directors of Pioneer High Income Trust. The three nominees receiving the greatest number of votes for Class I Trustee of Pioneer Diversified High Income Trust, Class II Trustee of Pioneer Floating Rate Trust and Class III Trustee of Pioneer High Income Trust will be elected to the Board of Trustees of such fund.Fund, Inc. In accordance with the Agreement and Declaration of TrustBylaws for each of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust,Fund, Inc., the holders of the Common SharesStock and the Preferred SharesStock of eachthe fund will vote on the respective nominees designated to be elected by such class of shares. .The affirmative vote of a majority of all of the votes of the Common Stock and the Preferred Stock of the fund entitled to be cast at a meeting of stockholders duly called and at which a quorum is present, voting together as a single class, is required to elect each nominee for Director designated to be elected by the Common Stock and the Preferred Stock of the fund. - Mr. Friedman, Ms. GrahamMacKay, Mr. Perna, and Mr. TaubesRicciardi are the current nominees for election by the Common Stock and the Preferred Stock of the fund, voting together as a single class, as Class II TrusteesIII Directors of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust.Fund, Inc. . The three nominees receivingaffirmative vote of a majority of all of the greatest number 32 of votes of the CommonPreferred Stock of the fund entitled to be cast at a meeting of stockholders duly called and at which a quorum is present is required to elect each nominee for Director designated to be elected by the Preferred Shares, votingStock of the fund. - Ms. Piret is the current nominee for election by the Preferred Stock only as a single class, for Class II Trustee of eachIII Director of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust will be elected to the Board of Trustees of such fund.Fund, Inc .. Recommendation For the reasons set forth above, the TrusteesDirectors of your fund unanimously recommend that shareholdersstockholders vote FOR each of Mr. Friedman,MacKay, Mr. Perna, Ms. GrahamPiret and Mr. Taubes.Ricciardi. 33 AUDITOR INFORMATION Prior to July 3, 2017,Each fund's Board of Directors, with the Adviser was an indirect, wholly owned subsidiary of UniCredit. On that date, UniCredit completed the sale of its Pioneer Investments business, which included the Adviser, to Amundi (the "Transaction"). As a resultapproval and recommendation of the Transaction,Audit Committee, has selected Ernst & Young LLP to serve as the Adviser became an indirect, wholly-owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A. Amundi is headquartered in Paris, France, and, as of June 30, 2017, Amundi had more than $1.5 trillion in assets under management worldwide. Deloitte & Touche LLP, each fund's previous independent registered public accounting firm informed the Audit Committee and the Board that it would no longer be independent with respect to the funds upon the completion of the Transaction as a result of certain services being provided to Amundi and Credit Agricole, and, accordingly, that it intended to resign as each fund's independent registered public accounting firm upon the completion of the Transaction. Deloitte & Touche LLP's resignation was effective on July 3, 2017, when the Transaction was completed. During the periods as to which Deloitte & Touche LLP has served as each fund's independent registered public accounting firm, including each fund's two most recent fiscal years preceding the fiscal year ended June 30, 2017, Deloitte & Touche LLP's reports on each fund's financial statements have not contained an adverse opinion or disclaimer of opinion and have not been qualified or modified as to uncertainty, audit scope or accounting principles. Further, there have been no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference to the subject matter of the disagreement in connection with its report on the financial statements. In addition, there have been no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934. Effective immediately following the completion of the Transaction on July 3, 2017, the Board, acting upon the recommendation of the Audit Committee, with respect to each Fund, engaged a new independent registered public accounting firm, Ernst & Young LLP ("EY"), for the fund's current fiscal year ending November 30, 2017 (for Pioneer Floating Rate Trust), March 31, 2018 (for Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust) or April 30, 2018 (for Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust), as applicable. 33 Prior to its engagement, EY had advised each fund's Audit Committee that EY had identified the following matters, in each case relating to services rendered by other member firms of Ernst & Young Global Limited, all of which are located outside the United States, to UniCredit and certain of its subsidiaries during the period commencing July 1, 2016, that it determined to be inconsistent with the auditor independence rules set forth by the SEC: (a) project management support services to UniCredit in the Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of Regulation S-X (management functions); (b) two engagements for UniCredit in Italy where fees were contingent/success based and that were determined to be inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four engagements where legal and expert services were provided to UniCredit in the Czech Republic and Germany, and twenty engagements where the legal advisory services were provided to UniCredit in Austria, Czech Republic, Italy and Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and (x) of Regulation S-X (legal and expert services); and (d) two engagements for UniCredit in Italy involving assistance in the sale of certain assets, that were determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X (broker-dealer, investment advisor or investment banking services). None of the foregoing services involved a fund, any of the other funds in the Pioneer Family of Funds or any other Pioneer entity sold by UniCredit in the Transaction. EY advised the Audit Committee that it had considered the matters described above and had concluded that such matters would not impair EY's ability to exercise objective and impartial judgment in connection with the audits of the financial statements of each fund under the SEC and Public Company Accounting Oversight Board independence rules, and that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. Management and the Audit Committee considered these matters and discussed the matters with EY and, based upon EY's description of the matters and statements made by EY, Management and the Audit Committee believe that EY will be capable of exercising objective and impartial judgment in connection with the audits of the financial statements of each fund, and Management further believes that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion.year. Audit fees The following are aggregate fees billed for professional services rendered by DeloitteErnst & ToucheYoung LLP for the two most recently completed fiscal years for its audit of each fund's annual financial statements and fees related to services that are normally provided by DeloitteErnst & ToucheYoung LLP in connection with statutory and regulatory filings for the two most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant to Regulation S-X. 34
For the fiscal year For the fiscal year ended 3/31/2017 ended 3/31/2016 ------------------- ------------------- Pioneer High Income Trust $49,954.00 $47,063.00 Pioneer Municipal High Income Advantage Trust $48,714.00 $45,823.00 For the fiscal year For the fiscal year ended 4/30/2017 ended 4/30/2016 ------------------- ------------------- Pioneer Diversified High Income Trust $53,954.00 $51,063.00 Pioneer Municipal High Income Trust $51,534.00 $48,643.00 For the fiscal year For the fiscal year ended 11/30/2016 ended 11/30/2015 ------------------- ------------------- Pioneer Floating Rate Trust $76,738.00 $76,700.00
For the fiscal year For the fiscal year ended 3/31/2021 ended 3/31/2020 -------------------------------------------------------------------------- Pioneer High Income Fund, Inc. $39,270.00 $38,500.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Advantage Fund, Inc. $42,330.00 $41,500.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 4/30/2021 ended 4/30/2020 -------------------------------------------------------------------------- Pioneer Diversified High Income Fund, Inc. $39,270.00 $38,500.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Fund, Inc. $42,330.00 $41,500.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/2020 ended 11/30/2019 -------------------------------------------------------------------------- Pioneer Floating Rate Fund, Inc. $61,600.00 $55,000.00 -------------------------------------------------------------------------- Audit-related fees The following are aggregate audit-related fees billed for assurance and related services by DeloitteErnst & ToucheYoung LLP to each fund that are related to agreed upon procedures related to the ratings of each fund's Preferred SharesStock (if any) for the two most recent fiscal years. All of these services were approvedpre-approved by the Audit Committee of each fund pursuant to Regulation S-X.
For the fiscal year For the fiscal year ended 3/31/2017 ended 3/31/2016 ------------------- ------------------- Pioneer High Income Trust $231.00 $ 203.00 Pioneer Municipal High Income Advantage Trust $231.00 $5,204.00 For the fiscal year For the fiscal year ended 4/30/2017 ended 4/30/2016 ------------------- ------------------- Pioneer Diversified High Income Trust $232.00 $ 204.00 Pioneer Municipal High Income Trust $232.00 $5,204.00 For the fiscal year For the fiscal year ended 11/30/2016 ended 11/30/2015 ------------------- ------------------- Pioneer Floating Rate Trust $231.00 $ 203.00
For the fiscal year For the fiscal year ended 3/31/2021 ended 3/31/2020 ------------------------------------------------------------------------ Pioneer High Income Fund, Inc. $0.00 $0.00 ------------------------------------------------------------------------ Pioneer Municipal High Income Advantage Fund, Inc. $0.00 $0.00 ------------------------------------------------------------------------ 34 For the fiscal year For the fiscal year ended 4/30/2021 ended 4/30/2020 -------------------------------------------------------------------------- Pioneer Diversified High Income Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/2020 ended 11/30/2019 -------------------------------------------------------------------------- Pioneer Floating Rate Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- Tax fees The following are aggregate fees billed for professional services, primarily for tax returns, rendered by DeloitteErnst & ToucheYoung LLP for tax compliance, tax advice and tax planning to each fund for the two most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant to Regulation S-X. 35
For the fiscal year For the fiscal year ended 3/31/2017 ended 3/31/2016 ------------------- ------------------- Pioneer High Income Trust $9,904.00 $9,876.00 Pioneer Municipal High Income Advantage Trust $9,904.00 $9,876.00 For the fiscal year For the fiscal year ended 4/30/2017 ended 4/30/2016 ------------------- ------------------- Pioneer Diversified High Income Trust $9,904.00 $9,876.00 Pioneer Municipal High Income Trust $9,904.00 $9,876.00 For the fiscal year For the fiscal year ended 11/30/2016 ended 11/30/2015 ------------------- ------------------- Pioneer Floating Rate Trust $9,904.00 $9,876.00
For the fiscal year For the fiscal year ended 3/31/2021 ended 3/31/2020 -------------------------------------------------------------------------- Pioneer High Income Fund, Inc. $9,934.00 $9,739.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Advantage Fund, Inc. $9,934.00 $9,739.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 4/30/2021 ended 4/30/2020 -------------------------------------------------------------------------- Pioneer Diversified High Income Fund, Inc. $10,317.00 $10,115.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Fund, Inc. $9,934.00 $9,739.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/2020 ended 11/30/2019 -------------------------------------------------------------------------- Pioneer Floating Rate Fund, Inc. $10,317.00 $9,739.00 -------------------------------------------------------------------------- All other fees There were no fees billed for other services rendered by DeloitteErnst & ToucheYoung 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, 20172021 and 2016,2020, for Pioneer High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust,Fund, Inc., there were no services provided to an affiliate that required the fund's Audit Committee pre-approval. For the fiscal years ended April 30, 20172021 35 and 2016,2020, for Pioneer Diversified High Income TrustFund, Inc. and Pioneer Municipal High Income Trust,Fund, Inc., there were no services provided to an affiliate that required the fund's Audit Committee pre-approval. For the fiscal years ended November 30, 20162020 and 2015,2019, for Pioneer Floating Rate Trust,Fund, Inc., there were no services provided to an affiliate that required the fund's Audit Committee pre-approval. General Audit Committee Approval Policy .o For all projects, each of the officers of the funds and the funds' independent registered public accounting firm will make an assessment to determine that any proposed projects will not impair independence. .o Potential services will be classified into the four non-restricted service categories and the "Approval of Audit, Audit-Related, Tax and Other Services" Policy will be applied. Any services outside the specific pre-approved service subcategories set forth above must specifically be approved by the Audit Committee. 36 .o At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the independent registered public accounting firm as set forth in the above policy. The charter of each Audit Committee requires that the Audit Committee shall approve (a) all audit and non-audit services to be provided to each fund and (b) all non-audit services to be provided by the fund's independent public accounting firm to Amundi PioneerUS 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. NoThe Audit Committee may not approve non-audit services that the Audit Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the fund by the independent registered public accounting firm, other than those provided to a fund in connection with an audit or a review of the financial statements of the fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. 36 Pre-approval by the Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a fund, Amundi PioneerUS and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (i) the fund, (ii) Amundi PioneerUS and (iii) any Covered Service Provider during the fiscal year in which services are provided that would not have to be approved by the Audit Committee; (b) the permissible non-audit services were not recognized by the fund at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to completion of the audit. 37 Aggregate Non-Audit Fees The aggregate non-audit fees billed by DeloitteErnst & ToucheYoung LLP for services rendered to each fund and its affiliates, as previously defined, were as follows.
For the fiscal year For the fiscal year ended 3/31/2017 ended 3/31/2016 ------------------- ------------------- Pioneer High Income Trust $0.00 $0.00 Pioneer Municipal High Income Advantage Trust $0.00 $0.00 For the fiscal year For the fiscal year ended 4/30/2017 ended 4/30/2016 ------------------- ------------------- Pioneer Diversified High Income Trust $0.00 $0.00 Pioneer Municipal High Income Trust $0.00 $0.00 For the fiscal year For the fiscal year ended 11/30/2016 ended 11/30/2015 ------------------- ------------------- Pioneer Floating Rate TrustFor the fiscal year For the fiscal year ended 3/31/2021 ended 3/31/2020 -------------------------------------------------------------------------- Pioneer High Income Fund, Inc. $0.00 $0.00
-------------------------------------------------------------------------- Pioneer Municipal High Income Advantage Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 4/30/2021 ended 4/30/2020 -------------------------------------------------------------------------- Pioneer Diversified High Income Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- Pioneer Municipal High Income Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- For the fiscal year For the fiscal year ended 11/30/2020 ended 11/30/2019 -------------------------------------------------------------------------- Pioneer Floating Rate Fund, Inc. $0.00 $0.00 -------------------------------------------------------------------------- The Audit Committee of the Board of each fund has considered whether the provision of services, other than audit services, by DeloitteErnst & ToucheYoung LLP to each fund and its affiliates is compatible with maintaining DeloitteErnst & ToucheYoung LLP's independence in performing audit services. Representatives of DeloitteErnst & ToucheYoung LLP will be available at the shareholderstockholder 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. 3837 INFORMATION CONCERNING THE MEETINGS Outstanding shares and quorum As of the record date, July 12, 2017,9, 2021, the following Common and Preferred SharesStock of beneficial interest were outstanding for each fund:
Common Shares Preferred Shares ------------- ---------------- Pioneer Diversified High Income Trust 8,332,790 None Pioneer Floating Rate Trust 24,738,174 None Pioneer High Income Trust 29,231,771 None Pioneer Municipal High Income Advantage Trust 23,889,020 Series A 3,000 Series B 3,000 Pioneer Municipal High Income Trust 22,771,349 Series A 2,000 Series B 2,040
Common Stock Preferred Stock ------------------------------------------------------------------------ Pioneer Diversified High Income Fund, Inc 8,332,790.000 None Pioneer Floating Rate Fund, Inc 12,370,269.000 None Pioneer High Income Fund, Inc 29,272,486.000 None Pioneer Municipal High Income Advantage Fund, Inc 23,906,692.000 1800 Series 2021 VMTP Variable Rate Munifund Term Preferred Shares Series 2021 Pioneer Municipal High Income Fund, Inc 22,771,349.000 1450 Series 2021 VMTP Preferred -- Variable Rate Munifund Term Preferred Shares Series 2021 Only shareholdersstockholders of record as of the record date are entitled to notice of and to vote at the meeting. The holdersWith respect to matters to be voted on by the Common Stock and the Preferred Stock of one-third ofa fund voting together as a single class, the outstanding shares of each fund entitled to votepresence in person or by proxy counted together,of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting (without regard to class) on such matters shall constitute a quorum for the transaction of business withat the fund's meeting. With respect to matters to be voted on the Preferred Stock of a fund voting as a separate class, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of such fund.class on such matters shall constitute a quorum for the transaction of business at the fund's meeting. Ownership of shares of the funds To the knowledge of each fund, as of the record date, the following persons owned of record or beneficially 5% or more of a class of the outstanding shares of each class of a fund: Pioneer Diversified High Income Fund, Inc. To the best of the fund's knowledge, as of July 9, 2021, Cede & Co., a nominee for participants in the Depository Trust
Record Holder Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004 Common 8,330,697 99.97% Pioneer Floating Rate Trust Record Holder Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004 Common 24,736,218 99.99% Pioneer High Income Trust Record Holder Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004 Common 29,166,822 99.78%
Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 8,329,462.000 shares, equal to approximately 99.97% of the fund's outstanding Common Stock, including the shares shown below: 38 Name and Address of Beneficial Owner Share Class Number of Shares % of Class ---------------------------------------------------------------------------- Karpus Investment Management 183 Sully's Trail Pittsford, New York 14534 Common 1,570,811 18.85%(1) ---------------------------------------------------------------------------- SIT Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Common 946,217 11.36%(2) ---------------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 980,584 11.77%(3) ---------------------------------------------------------------------------- (1) Based on 13G filed by Karpus Management, Inc. on May 12, 2021. (2) Based on 13G filed by SIT Investment Associates, Inc. on February 12, 2021. (3) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on July 8, 2021. Pioneer Floating Rate Fund, Inc. To the best of the fund's knowledge, as of July 9, 2021, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 12,369,022.000 shares, equal to approximately 99.99% of the fund's outstanding Common Stock, including the shares shown below: Name and Address of Beneficial Owner Share Class Number of Shares % of Class ---------------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 2,534,374 10.24%(1) ---------------------------------------------------------------------------- Saba Capital Management, L.P. 405 Lexington Avenue, 58th Floor New York, NY 10174 Common 768,633 6.20%(2) ---------------------------------------------------------------------------- (1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on April 7, 2021. (2) Based on 13G filed by Saba Capital Management, L.P. on February 12, 2021. 39 Pioneer High Income Fund, Inc. To the best of the fund's knowledge, as of July 9, 2020, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 29,219,875.000 shares, equal to approximately 99.87% of the fund's outstanding Common Stock, including the shares shown below: Name and Address of Beneficial Owner Share Class Number of Shares % of Class -------------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 4,022,915 13.90%(1) -------------------------------------------------------------------------- (1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on February 1, 2021. Pioneer Municipal High Income Advantage Fund, Inc. To the best of the fund's knowledge, as of July 9, 2021, Cede & Co., a nominee for participants in the Depository Trust Company, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 23,890,562.000 shares, equal to approximately 99.93% of the fund's outstanding Common Stock, including the shares shown below: Name and Address of Beneficial Owner Share Class Number of Shares % of Class -------------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 1,684,149 7.09%(1) -------------------------------------------------------------------------- (1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 19, 2021. To the best of the fund's knowledge, as of July 9, 2021, Wells Fargo & Company, 420 Montgomery Street, San Francisco, CA 94104 and Wells Fargo Municipal Capital Strategies, LLC, 30 Hudson Yards, New York, New York 10001, held of record 1,800 shares, equal to 100% of the fund's outstanding Series 2021 VMTP Preferred -- Variable Rate Munifund Term Preferred Shares Series 2021. 40 Pioneer Municipal High Income AdvantageFund, Inc. To the best of the fund's knowledge, as of July 9, 2021, Cede & Co., a nominee for participants in the Depository Trust
Record Holder Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004 Common 23,878,569 99.91% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series A 3,000 100.00% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series B 3,000 100.00%
PioneerCompany, P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record 22,759,339.000 shares, equal to approximately 99.97% of the fund's outstanding Common Stock, including the shares shown below: Name and Address of Beneficial Owner Share Class Number of Shares % of Class -------------------------------------------------------------------------- First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 Common 2,857,752 12.59%(1) -------------------------------------------------------------------------- (1) Based on 13G filed by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation on January 29, 2021. To the best of the fund's knowledge, as of July 9, 2021, Wells Fargo & Company, 420 Montgomery Street, San Francisco, CA 94104 and Wells Fargo Municipal High Income Trust
Record Holder Share Class Number of Shares % of Class ------------- ----------- ---------------- ---------- Cede & Co (Fast Account) P.O. Box 20 Bowling Green Station New York, NY 10004 Common 22,758,898 99.95% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series A 2,000 100.00% Cross Point Capital, LLC 6230 Fairview Road Suite 210 Charlotte, NC 28244 Series B 2,040 100.00%
ShareholderCapital Strategies, LLC, 30 Hudson Yards, New York, New York 10001, held of record 1,450 shares, equal to 100% of the fund's outstanding Series 2021 VMTP Preferred -- Variable Rate Munifund Term Preferred Shares Series 2021. Stockholder proposals Under Rule 14a-8 of the Exchange Act (relating to shareholderstockholder proposals), any shareholderstockholder proposal that may properly be included in your fund's proxy statement for the 20182022 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 20172021 annual meeting, or on or before April 9, 2018.1, 2022. A proposal that is not to be included in a fund's proxy statement may be made at the 20182022 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 120150 days and at least 90120 days before the anniversary date of the mailing of the fund's proxy materials for the 20172021 annual meeting provided, however, that in the event that the date of the mailing of the notice for the 20182022 annual meeting for a fund is advanced or delayed by more than thirty (30) days from the 40 anniversary date of the mailing of the notice for the 20172021 annual meeting, notice by a shareholderstockholder to be timely must be so delivered not earlier than the close of business on the 120th150th day prior to the date of mailing of the notice for the 20182022 annual meeting and not later than the close of business on the later of the 90th120th day prior to the date of mailing of the notice for the 20182022 annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for the 20182022 meeting is first made by 41 the fund. The funds' By-lawsBylaws require that certain information must be provided by the shareholderstockholder to the fund when notice of a nominee for election as a TrusteeDirector or proposal is submitted to the fund. The submission by a shareholderstockholder of a proposal for inclusion in a proxy statement does not guarantee that it will be included. Each of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer Floating Rate Trust,Fund, Inc., Pioneer High Income Trust,Fund, Inc., Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage TrustFund, Inc. currently expect to hold the next annual shareholders'stockholders' meeting on or about September 19, 2018,14, 2022, which date is subject to change. ShareholderStockholder proposals are subject to certain regulations under the federal securities laws. Proxies, quorum and voting at the meeting Any shareholderstockholder 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 shareholderstockholder present at the meeting may withdraw his or her proxy and vote in person.at the meeting. All properly executed and unrevoked proxies received in time for the meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given, the persons named as proxies will vote the shares represented thereby in favor of Proposal 1, as described above, and will 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 shareholdersstockholders of record as of the record date are entitled to notice of and to vote at the meeting. For each of Pioneer Diversified High Income Trust,Fund, Inc., Pioneer Floating Rate TrustFund, Inc. and Pioneer High Income Trust: one-third ofFund, Inc.: the outstanding shares of the fund entitled to vote, presentpresence in person or represented by proxy constitutesof stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of such fund shall constitute a quorum for the transaction of business at the meeting. For each of Pioneer Municipal High Income TrustFund, Inc. and Pioneer Municipal High Income Advantage Trust: one-thirdFund, Inc.: with respect to matters to be voted on by the Common Stock and the Preferred Stock of a fund voting together as a single class, the outstanding Common and Preferred Shares of the fund entitled to vote, presentpresence in person or represented by proxy counted together, constitutesof stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of such fund on such matters shall constitute a quorum for the transaction of business at the fund's meeting; with respect to matters to be voted on the Preferred Stock of a fund voting as a separate class, the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting by holders of stock of such class on such matters shall constitute a quorum for the transaction of business at the fund's 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 42 a proposal and has not received instructions from the beneficial owner. 41 InHowever, because the eventfunds understand that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, and there are no other proposals expected to come before the meeting for which a broker or nominee would not have discretionary voting authority, the funds do not anticipate that there will be any "broker non-votes" at the time any sessionmeeting. The meeting with respect to one or more funds may, by action of the chair of the meeting is calledand without any action by stockholders, be adjourned from time to order a quorum is not present in persontime with respect to one or by proxy,more matters to be considered at the persons named as proxies may vote those proxies that have been received to adjourn the shareholder meeting to a later date and time and at a place announced at the meeting, whether or not a quorum is present with respect to such matter, and the meeting may be held as adjourned without further notice. InAt the event thatdiscretion of the chair, if 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 sucha proposal and the meeting may be held as adjourned without further notice. Any such adjournment will require the affirmative vote of more than one half of the shares of the fund present in person or by proxy on the motion for adjournment at the session of the meeting to be adjourned. The persons named as proxies will vote those proxies which they are entitled to vote in favor of any such proposal, or that abstained, in favor of such an adjournment and will vote those proxies required to be voted against any such proposal against any such adjournment. Unless a proxy is otherwise limited in this regard, any shares present and entitled to voteconsidered 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 shareholdera vote may be taken on one or more of the proposals in the proxy statementproposal prior to such adjournment if sufficient votes for its approval have been received and it is otherwise appropriate.adjournment. 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.stockholders. On any matter submitted to a vote of shareholdersstockholders 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 pluralitymajority of all the votes entitled to be cast in person or by proxy at thea meeting of stockholders duly called and at which a quorum exists.is present. Abstentions and "broker non-votes" are not considered "votes cast" and, therefore, do not constitute a vote "FOR" a proposal. Thus, abstentionsAbstentions and "broker non-votes"broker non-votes will have no effect on the results of the voting foron Proposal 1. However, because the election of Trustees infunds understand that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, because only votes "FOR"and there are considered inno other proposals expected to come before the meeting for which a pluralitybroker or nominee would not have discretionary voting requirement.authority, the funds do not anticipate that there will be any "broker non-votes" at the meeting. Other business While the meeting has been called to transact any business that may properly come before it, the only matters that the TrusteesDirectors intend to present are those matters stated in the attached notice of annual meeting of shareholders.stockholders. However, if any additional matters properly come before the annual stockholder meeting, and on all matters incidental to the conduct of the meeting, it is the intention of the persons named in the enclosed proxy toas proxies will vote the proxy in accordance withat their judgmentdiscretion 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 shareholdersstockholders and the accompanying proxy card for each fund will be borne by that fund. In addition to soliciting proxies by mail, Amundi PioneerUS may, 42 at the fund's expense, have one or more of the fund's officers, representatives or compensated third-party agents, including Amundi PioneerUS and Amundi Pioneer Distributor US, Inc., aid in the solicitation of proxies by personal interview or telephone and may request brokerage 43 houses and other custodians, nominees and fiduciaries to forward proxy soliciting material to the beneficial owners of the shares held of record by such persons. Each fund has retained Broadridge Financial Solutions, Inc.Di Costa Partners, LLC to assist in the proxy solicitation. The cost of their services for all solicitations covered by this proxy statement is estimated at approximately $80,000.$55,000. Each fund may also arrange to have votes recorded by telephone, the internet or other electronic means. The voting procedures used in connection with such voting methods are designed to authenticate shareholders'stockholders' identities, to allow shareholdersstockholders 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 shareholderstockholder meeting. Each fund is unaware of any such challenge at this time. In the case of telephone voting, shareholdersstockholders would be called at the phone number the sub-transfertransfer 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 shareholdersstockholders 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, shareholdersstockholders would be required to provide their Social Security number or other identifying information and would receive a confirmation of their instructions. Persons holding shares as nominees will be reimbursed by the fund, upon request, for the reasonable expenses of mailing soliciting materials to the principals of the accounts. August 7, 2017 43 This page for your notes.July 28, 2021 44 This page for your notes. 45 This page for your notes. 46 22246-13-0721 22246-09-0717 LOGO: Amundi ===================== Asset Management PO Box 211230, Eagan, MN 55121-9985 VOTE BY MAIL 1. Read the proxy statement. [ENVELOPE IMAGE] 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. [LAPTOP IMAGE] VOTE ONLINE 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/amundi 3. Follow the simple instructions. [PHONE IMAGE] VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-672-4278 3. Follow the simple instructions. PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- -- PIONEER DIVERSIFIED HIGH INCOME TRUST PROXYFUND, INC. -- -- PIONEER FLOATING RATE FUND, INC. -- -- PIONEER HIGH INCOME FUND, INC. -- ANNUAL MEETING OF SHAREHOLDERS TO BE HELDSTOCKHOLDERS SEPTEMBER 21, 201715, 2021 This proxy is solicited on behalf of the Board of TrusteesDirectors of Pioneer Diversified High Income Trust.the above-named Fund ("Fund"). I (we), the undersigned holder(s) of common shares of beneficial interest,common stock of the Fund, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of ShareholdersStockholders (the "Meeting") of Pioneer Diversified High Income Trustthe Fund scheduled to be held on September 21, 2017,15, 2021 at 2:00 p.m. (Eastern time)Time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MassachusettsMA 02110 and any adjournedadjournments, postponements, continuations or postponed session or sessionsrescheduling 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 interestcommon stock of Pioneer Diversified High Income Trustthe Fund which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Meeting (including any adjournment, postponement, continuation, or rescheduling thereof). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. CONTROL NUMBER --------------- AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. ----------------------------------------------------------- ----------------------------------------------------------- Signature(s) and Title(s), if applicable Sign in the box above Date ----------------------------------------------------------- Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator, or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature100089_0921_HNW-PHD-PHT Important Notice Regarding the Availability of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle)Proxy Materials for the Annual Meeting of Stockholders to be held on September 15, 2021. The proxy statement for this meeting is available at www.eproxyaccess.com/amundi2021 YOUR VOTE IS VERY IMPORTANT.IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILLCAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO 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.COUNTED. -------------------------- PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEESDIRECTORS OF PIONEER DIVERSIFIED HIGH INCOME TRUSTTHE FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:PROPOSAL. -------- If no specification is made, this proxy shall be voted FOR the proposal. If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management. TO VOTE, MARK BLOCKSBOX(ES) BELOW IN BLUE OR BLACK INK: [_]INK AS FOLLOWS: [X]
1. To elect three Class I trustees of Pioneer FOR WITHHOLD FOR ALL Diversified High Income Trust, as named in the ALL ALL EXCEPT attached proxy statement, to serve on the Board of Trustees until their successors have been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To elect four Directors of the Fund, as named in the proxy statement, FOR ALL WITHHOLD FOR ALL each to serve for a three-year term or until a successor is elected: ALL EXCEPT* [ ] [ ] [ ] (01) Craig C. MacKay (02) Thomas J. Perna (03) Fred J. Ricciardi (04) Marguerite A. Piret
*To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s)nominee(s) number on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT.---------------- 2. To consider any or other business that may properly come before the annual meeting or any adjournments, postponements, continuations, or rescheduling thereof. PLEASE COMPLETE, SIGN, DATE AND RETURN YOURTHIS PROXY TODAYCARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY INTERNET OR PHONE. IF YOU CAN FIND THE PROXY STATEMENTVOTE BY INTERNET OR PHONE YOU DO NOT NEED TO RETURN THIS CARD. 100089_0921_HNW-PHD-PHT LOGO: Amundi ===================== Asset Management PO Box 211230, Eagan, MN 55121-9985 VOTE BY MAIL 1. Read the proxy statement. [ENVELOPE IMAGE] 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. [LAPTOP IMAGE] VOTE ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/amundi 3. Follow the simple instructions. [PHONE IMAGE] VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-672-4278 3. Follow the simple instructions. PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- -- PIONEER FLOATING RATE TRUST PROXYMUNICIPAL HIGH INCOME FUND, INC. -- -- PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. -- ANNUAL MEETING OF SHAREHOLDERS TO BE HELDSTOCKHOLDERS SEPTEMBER 21, 201715, 2021 This proxy is solicited on behalf of the Board of TrusteesDirectors of Pioneer Floating Rate Trust.the above-named Fund ("Fund"). I (we), the undersigned holder(s) of common shares of beneficial interest,common and/or preferred stock, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of ShareholdersStockholders (the "Meeting") of Pioneer Floating Rate Trustthe Fund scheduled to be held on September 21, 2017,15, 2021 at 2:00 p.m. (Eastern time)Time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MassachusettsMA 02110, and any adjournedadjournments, postponements, continuations or postponed session or sessionsrescheduling 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 interestcommon and/or preferred stock of Pioneer Floating Rate Trustthe Fund which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Meeting (including any adjournment, postponement, continuation, or rescheduling thereof). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES OF COMMON AND/OR PREFERRED STOCK REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. CONTROL NUMBER --------------- AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. ----------------------------------------------------------- ----------------------------------------------------------- Signature(s) and Title(s), if applicable Sign in the box above Date ----------------------------------------------------------- Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator, or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature100089_0921_MHI-MAV Important Notice Regarding the Availability of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle)Proxy Materials for the Annual Meeting of Stockholders to be held on September 15, 2021. The proxy statement for this meeting is available at www.eproxyaccess.com/amundi2021 YOUR VOTE IS VERY IMPORTANT.IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILLCAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO 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.COUNTED. -------------------------- PLEASE DETACH AT PERFORATION BEFORE MAILING. -------------------------------------------------------------------------------- THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEESDIRECTORS OF PIONEER FLOATING RATE TRUSTTHE FUND AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:PROPOSAL. -------- If no specification is made, this proxy shall be voted FOR the proposal. If any other matters properly come before the Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management. TO VOTE, MARK BLOCKSBOX(ES) BELOW IN BLUE OR BLACK INK: [_]INK AS FOLLOWS: [X]
1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL Floating Rate Trust, as named in the attached ALL ALL EXCEPT proxy statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To elect four Directors of the Fund, as named in the proxy statement, each FOR WITHHOLD FOR ALL to serve for a three-year term or until a successor is elected: ALL ALL EXCEPT* [ ] [ ] [ ] (01) Craig C. MacKay (02) Thomas J. Perna (03) Fred J. Ricciardi (04) Marguerite A. Piret (to be voted on by shares of Preferred Stock only of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc.)
*To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s)nominee(s) number on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT.---------------- 2. To consider any or other business that may properly come before the annual meeting or any adjournments, postponements, continuations, or rescheduling thereof. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER HIGH INCOME TRUST PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 21, 2017 This proxy is solicited on behalf of the Board of Trustees of Pioneer High Income Trust. I (we), the undersigned holder(s) of common shares of beneficial interest, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer High Income Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed session or sessions thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all common shares of beneficial interest of Pioneer High Income Trust which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle) YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER HIGH INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED. THE BOARD RECOMMENDS THATOR VOTE BY INTERNET OR PHONE. IF YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL:BY INTERNET OR PHONE YOU DO NOT NEED TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_] 1. To elect three Class III trustees of Pioneer High FOR WITHHOLD FOR ALL Income Trust, as named in the attached proxy ALL ALL EXCEPT statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 21, 2017 This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal High Income Advantage Trust. I (we), the undersigned holder(s) of shares of beneficial interest, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer Municipal High Income Advantage Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed session or sessions thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of beneficial interest of Pioneer Municipal High Income Advantage Trust which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle) YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL: TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_] 1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL Municipal High Income Advantage Trust, as named ALL ALL EXCEPT in the attached proxy statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.] PIONEER MUNICIPAL HIGH INCOME TRUST PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 21, 2017 This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal High Income Trust. I (we), the undersigned holder(s) of shares of beneficial interest, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys (with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer Municipal High Income Trust to be held on September 21, 2017, at 2:00 p.m. (Eastern time) at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed session or sessions thereof, and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of beneficial interest of Pioneer Municipal High Income Trust which I (we) will be entitled to vote or act upon, with all the powers I (we) would possess if personally present. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. Note: In signing, please write name(s) exactly as they appear on this proxy. When signing as attorney, executor, administrator or other fiduciary, please give your full title as such. Joint owners should each sign personally. -------------------------------------------- Signature(s) [Title(s) if applicable] Date -------------------------------------------- Signature of joint owner, if any Date -------------------------------------------------------------------------------- (up triangle) FOLD HERE (up triangle) YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY THE SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF THE PROXY IS SIGNED BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL HIGH INCOME TRUST AND SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE FOLLOWING PROPOSAL: TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: [_] 1. To elect three Class II trustees of Pioneer FOR WITHHOLD FOR ALL Municipal High Income Trust, as named in the ALL ALL EXCEPT attached proxy statement, to serve on the Board of Trustees until their successor has been duly elected and qualified. The nominees for trustee are: 01. Benjamin M. Friedman 02. Margaret B.W. [_] [_] [_] Graham 03. Kenneth J. Taubes To withhold authority to vote "FOR" any individual nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided below. --------------------------------------------------- YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY TODAY YOU CAN FIND THE PROXY STATEMENT ONLINE AT: [www.proxyonline.com/docs/pioneerclosedendfunds.]CARD. 100089_0921_MHI-MAV