UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by the
Registrant [X]
Filed by a Party
other than the Registrant [ ]
Check the appropriate
box:
| [X] | | Preliminary Proxy Statement |
| [ ] | | Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | | Definitive Proxy Statement |
| [ ] | | Definitive Additional Materials |
| [ ] | | Soliciting Material Pursuant to
§240.14a-12 |
Pioneer
Municipal High Income Advantage FUND, INC.
Pioneer
Municipal High Income FUND, INC.
Pioneer
Municipal High Income OPPORTUNITIES FUND, INC.
|
(Name
of Registrant(s) as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
[X]
No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed
maximum aggregate value of transaction:
5) Total
fee paid:
[ ] Fee paid previously
with preliminary materials.
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED AUGUST 9, 2024
PIONEER
MUNICIPAL HIGH INCOME FUND, INC. (MHI)
PIONEER
MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER
MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
60
State Street
Boston,
Massachusetts 02109
1-833-406-5626
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED
FOR OCTOBER 3, 2024
To the
stockholders of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High
Income Opportunities Fund, Inc.:
The annual
meeting of stockholders (the “annual meeting”) of each of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High
Income Advantage Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. (each, a “fund” and, collectively,
the “funds”) is scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts
02110, on Thursday, October 3, 2024 at 3:00 p.m., Eastern time, for the following purposes:
| 1. | To
consider and vote upon the election of Directors as named in the attached proxy statement: |
| a. | For
each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage
Fund, Inc., to elect three class III Directors, two to be elected by the holders of shares
of common stock of the applicable fund and preferred stock of the applicable fund voting
together as a single class, and one to be elected by the holders of shares of preferred stock
of the applicable fund voting as a separate class. Each elected Director will serve until
the third annual meeting following his election and until his successor is duly elected and
qualifies; and |
| b. | For
Pioneer Municipal High Income Opportunities Fund, Inc., to elect four Directors: |
| (i) | three
Class III Directors, to be elected by the holders of shares of common stock. Each elected
Director will serve until the third annual meeting following his election and until his successor
is duly elected and qualifies; and |
| (ii) | one
Class II Director, to be elected by the holders of shares of common stock. The elected Director
will serve until the second annual meeting following her election and until her successor
is duly elected and qualifies; and |
| 2. | To
consider and vote upon any other business that may properly come before the annual meeting
or any adjournments, postponements, continuation or rescheduling thereof. |
The Board
of Directors (the “Board”) of each fund knows of no business other than that mentioned in this Notice of Annual Meeting of
Stockholders that will be presented for consideration at the annual meeting. If any other matters are properly presented at the annual
meeting, it is the intention of the persons named as proxies by the Board to vote on such matters in accordance with their discretion.
Each fund
will hold a separate meeting. Stockholders of each fund will vote separately.
The Board
has fixed the close of business on August 9, 2024 as the record date for the determination of the stockholders entitled to notice of
and to vote at each fund’s annual meeting and any adjournments, postponements, continuation or rescheduling thereof.
Please
read this Proxy Statement carefully and authorize a proxy to vote your shares on the enclosed WHITE proxy card or by internet
or telephone as recommended by the Board. Whether or not you expect to attend the annual meeting, and in order to facilitate timely receipt
of your proxy vote, we urge you to sign, date and return the enclosed WHITE proxy card or authorize a proxy to vote your shares
by internet or telephone as promptly as possible. Voting now will not limit your right to change your vote or to attend the annual meeting.
You may
receive proxy solicitation materials from Saba Capital Management, L.P. and certain of its affiliates (“Saba Capital”) and/or
other persons or entities affiliated with Saba Capital, including an opposition proxy statement and proxy card. Please be advised that
the funds are not responsible for the accuracy of any information provided by or relating to Saba Capital contained in any proxy solicitation
materials filed or disseminated by Saba Capital or any other statements that may be made by Saba Capital and/or other persons or entities
affiliated with Saba Capital.
Do not
send back any proxy card other than the enclosed WHITE proxy card, as this will cancel your prior vote for your Board’s
nominees. The proxy card you submit with the latest date is the proxy card that will be counted. If you have previously returned
a proxy card sent to you by Saba Capital, you can change your vote (i) by signing, dating and returning the enclosed WHITE
proxy card in the postage-paid envelope provided herewith; (ii) by recording your voting instructions via telephone or the internet following
the instructions on the enclosed WHITE proxy card; or (iii) by voting at the annual meeting.
If you hold
your shares through a broker-dealer, the broker-dealer is the record holder of your shares. If you do not give voting instructions
to your broker-dealer, your broker-dealer will not be able to vote your shares with respect to the election of Directors. We urge you
to instruct your broker-dealer to vote your shares on the WHITE proxy card.
If you sign
the WHITE proxy card, but do not fill in a vote, your shares will be voted “FOR” the Board’s Director
nominees. If any other business is brought before the annual meeting your shares will be voted at the discretion of the proxy holders
named on the WHITE proxy card in accordance with their discretion, subject to compliance with Rule 14a-4(c) of the Exchange
Act.
If you have
any questions or require any assistance with voting your shares, please contact our proxy solicitor: EQ Fund Solutions LLC, toll free
at (800) 591-6309.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON OCTOBER 3, 2024: This Notice and the attached
Proxy Statement are available on the Internet at https://proxyvotinginfo.com/p/amundi2024.
By
Order of each Board of Directors,
Christopher
J. Kelley, Chief Legal Officer and Secretary
Boston, Massachusetts
August [ ], 2024
-----------------
-----------------
xxxx-xx-0824
IMPORTANT
It is important
that your shares be represented at the annual meeting, no matter how many or how few shares you own. Whether or not you expect to
attend the annual meeting, and in order to facilitate timely receipt of your proxy vote, we urge you to sign, date and return the enclosed
WHITE proxy card or vote by internet or telephone as promptly as possible. Stockholders who execute a proxy card may nevertheless
revoke their proxy and attend and vote their shares at the annual meeting. “Street name” stockholders who wish to vote their
shares at the annual meeting will need to obtain a legal proxy from the broker in whose name their shares are registered. The instructions
for voting by Internet or telephone are provided on the enclosed WHITE proxy card.
Your
Board strongly urges you not to sign or return any proxy card or voting instruction form that you may receive from Saba Capital
or any person other than the Funds, even to withhold votes on Saba Capital’s Director nominee,
as this will cancel your prior vote for your Board’s nominees. Any proxy card from Saba Capital
that you sign and return for any reason will invalidate previous WHITE proxy cards you signed and returned.
Only your
latest dated, signed proxy card or voting instruction form will be counted. Any proxy card may be revoked at any time prior to its exercise
at the 2024 annual meeting as described in this Proxy Statement.
IMPORTANT!
PLEASE
SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!
WE
URGE YOU NOT TO SIGN ANY PROXY CARD OR
VOTING
INSTRUCTION FORM SENT TO YOU BY SABA CAPITAL
OR
ANY PERSON OTHER THAN THE FUND
Remember,
you can also vote your shares by telephone or via the Internet. Please follow the
easy instructions on the enclosed WHITE proxy card.
If
you have any questions or need assistance in voting
your shares, please contact our proxy solicitor:
EQ
Fund Solutions LLC, toll free at (800) 591-6309.
|
| |
|
| TABLE
OF CONTENTS |
|
| INTRODUCTION |
1 |
| WHO IS ELIGIBLE
TO VOTE |
2 |
| INFORMATION CONCERNING
THE MEETING |
3 |
| WHY DID YOU SEND
ME THIS PROXY STATEMENT? |
3 |
| WHAT IS THE PURPOSE
OF THE ANNUAL MEETING? |
3 |
| WHY IS THIS YEAR’S
ANNUAL MEETING SO IMPORTANT? |
3 |
| WHAT ARE THE BOARD’S
VOTING RECOMMENDATIONS? |
3 |
| ARE STOCKHOLDERS
BEING ASKED TO CONSIDER ANY PROPOSALS RELATED TO THE COMBINATION OF THE FUNDS’ ADVISER, AMUNDI ASSET MANAGEMENT US, INC. WITH VICTORY
CAPITAL HOLDINGS, INC. AT THE ANNUAL MEETING? |
4 |
| WHAT SHOULD I DO
IF I RECEIVE A PROXY CARD OR VOTING INSTRUCTION FORM FROM SABA CAPITAL? |
4 |
| WHAT DOES IT MEAN
IF I RECEIVE MORE THAN ONE WHITE PROXY CARD OR VOTING INSTRUCTION FORM? |
4 |
| I SHARE AN ADDRESS
WITH ANOTHER STOCKHOLDER, AND WE RECEIVED ONLY ONE PROXY CARD OR VOTING INSTRUCTION FORM. HOW MAY I OBTAIN AN ADDITIONAL COPY OF THE
PROXY MATERIALS? |
5 |
| WHO CAN VOTE AT
THE ANNUAL MEETING? |
5 |
| HOW MANY VOTES
DO I HAVE? |
5 |
| WHAT IS THE DIFFERENCE
BETWEEN A “RECORD HOLDER” AND A “BENEFICIAL OWNER”? |
5 |
| IF I AM A STOCKHOLDER
OF RECORD OF THE FUND’S SHARES, HOW DO I VOTE? |
5 |
| IF I AM A BENEFICIAL
OWNER OF THE FUND’S SHARES HELD IN STREET NAME, HOW DO I VOTE? |
5 |
| HOW WILL WHITE PROXY
CARDS BE VOTED? |
6 |
| WHAT HAPPENS IF
I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS ON THE WHITE PROXY CARD? |
6 |
| CAN I CHANGE MY
VOTE AFTER I HAVE VOTED? |
6 |
| WHO WILL PAY THE
COSTS OF THE FUND’S PROXY SOLICITATION? |
6 |
| HOW CAN I ATTEND
THE ANNUAL MEETING? |
6 |
| WHAT OTHER INFORMATION
SHOULD I KNOW IN DECIDING HOW TO VOTE? |
6 |
| HOW CAN I OBTAIN
ADDITIONAL COPIES OF THESE MATERIALS OR COPIES OF OTHER DOCUMENTS? |
7 |
| WHO CAN ANSWER
MY QUESTIONS? |
7 |
| BACKGROUND OF
THE SOLICITATION |
8 |
| PROPOSAL 1 –
ELECTION OF DIRECTORS |
11 |
| GENERAL |
11 |
| DIRECTOR CLASS
DESIGNATIONS AND TERMS OF OFFICE |
14 |
| INFORMATION REGARDING
THE BOARD’S NOMINEES AND OTHER DIRECTORS |
15 |
| RESPONSIBILITIES
OF THE BOARD OF DIRECTORS |
18 |
| BOARD COMMITTEES |
19 |
| AUDIT COMMITTEE
REPORT |
20 |
| OVERSIGHT OF RISK
MANAGEMENT |
22 |
| |
|
| MATERIAL RELATIONSHIPS
OF THE INDEPENDENT DIRECTORS |
24 |
| EXECUTIVE OFFICERS
OF THE FUNDS |
25 |
| COMPENSATION OF
DIRECTORS AND EXECUTIVE OFFICERS |
26 |
| INVESTMENT ADVISER
AND ADMINISTRATOR |
27 |
| REQUIRED STOCKHOLDER
VOTE |
27 |
| BOARD RECOMMENDATION |
27 |
| AUDITOR INFORMATION |
28 |
| AUDIT FEES |
28 |
| AUDIT-RELATED
FEES |
28 |
| TAX FEES |
29 |
| ALL OTHER FEES |
29 |
| AFFILIATES’
FEES FOR NON-AUDIT SERVICES REQUIRED TO BE PRE-APPROVED |
29 |
| GENERAL AUDIT
COMMITTEE APPROVAL POLICY |
29 |
| AGGREGATE NON-AUDIT
FEES |
30 |
| INFORMATION CONCERNING
THE MEETINGS |
31 |
| OUTSTANDING SHARES
AND QUORUM |
31 |
| OWNERSHIP OF SHARES
OF THE FUNDS |
31 |
| STOCKHOLDER PROPOSALS |
32 |
| PROXIES, QUORUM
AND VOTING AT THE ANNUAL MEETING |
33 |
| ADJOURNMENTS |
34 |
| METHOD OF SOLICITATION
AND EXPENSES |
34 |
| OTHER MATTERS |
35 |
| APPENDIX A: SUPPLEMENTAL
INFORMATION CONCERNING PARTICIPANTS |
|
PROXY
STATEMENT OF
PIONEER
MUNICIPAL HIGH INCOME FUND, INC. (MHI)
PIONEER
MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
PIONEER
MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
60
State Street
Boston,
Massachusetts 02109
1-833-406-5626
PLEASE
SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!
ANNUAL
MEETING OF STOCKHOLDERS
This proxy
statement contains the information you should know before voting on the proposal described below.
Each fund
will furnish without charge a copy of its most recent annual report and any more recent semi-annual report to any stockholder upon request.
Stockholders who want to obtain a copy of a 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 and the enclosed WHITE proxy card are being furnished by the Board of Directors (the “Board”) of
each of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income
Opportunities Fund, Inc. (each, a “fund” and, collectively, the “funds”) to solicit proxies to be voted at the
annual meeting of stockholders (the “annual meeting”) of each fund. Participating in the annual meeting are holders of shares
of common stock, $0.001 par value per share (the “Common Stock”), of each fund and the holders of shares of preferred stock,
$0.001 par value per share (the “Preferred Stock”), of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High
Income Advantage Fund, Inc. Each meeting is scheduled to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street,
Boston, Massachusetts 02110, at 3:00 p.m., Eastern Time, on Thursday, October 3, 2024, and at any adjournment, postponement, continuation,
or rescheduling thereof, for the purposes as set forth in the accompanying Notice of Annual Meeting of Stockholders. You may call the
funds at 1-800-710-0935 for information on how to obtain directions to be able to attend the annual meeting and vote in person.
This proxy
statement and the enclosed WHITE proxy card are being mailed to stockholders of each fund on or about August [ ], 2024.
The annual report for each fund for its most recently completed fiscal year previously was mailed to stockholders.
This
annual meeting is extremely important because, as of August 8, 2024, Saba Capital Management, L.P. (“Saba Capital”) has
acquired approximately 15.72% of the outstanding shares of common stock of Pioneer Municipal High Income Fund, Inc.
(“MHI”), 12.98% of the outstanding shares of common stock of Pioneer Municipal High Income Advantage Fund, Inc.
(“MAV”), and 10.60% of the outstanding shares of common stock of Pioneer Municipal High Income Opportunities Fund, Inc.
(“MIO”). Saba Capital is an activist investor that frequently targets registered closed-end investment funds. On March
28, 2024, Saba Capital provided each Fund with a notice (the “Saba Capital Stockholder Notice”) disclosing its intention
to nominate one candidate for election to the Board of each Fund at the annual meeting in opposition to the highly qualified and
very experienced nominees recommended by the Board. The Board unanimously recommends that you vote on the enclosed WHITE
proxy card “FOR” all of the Board’s nominees, each of whom is a current Director.
Please
read this Proxy Statement carefully and vote on the enclosed WHITE proxy card as recommended by the Board. Whether or not you
expect to attend the annual meeting, and in order to facilitate timely receipt of your proxy vote, we urge you to sign, date and return
the enclosed WHITE proxy card or authorize a proxy to vote your shares by internet or telephone as promptly as possible. Voting
now will not limit your right to change your vote or to attend the annual meeting.
If Saba Capital proceeds with its solicitation of proxies for the election of its candidate as a Director at the annual meeting, you may receive
proxy solicitation materials from Saba Capital and/or other persons or entities affiliated with Saba Capital, including an opposition
proxy statement and proxy card. Please be advised that the funds are not responsible for the accuracy of any information provided by
or relating to Saba Capital contained in any proxy solicitation materials filed or disseminated by Saba Capital or any other statements
that may be made by Saba Capital and/or other persons or entities affiliated with Saba Capital.
Do not
send back any proxy card other than the enclosed WHITE proxy card, even to withhold votes on Saba Capital’s Director nominee,
as this will cancel your prior vote on any previously submitted WHITE proxy card for your Board’s nominees. The proxy card
you submit with the latest date is the proxy card that will be counted. If you have previously returned a proxy card sent to you by Saba
Capital, you can change your vote (i) by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope
provided herewith; (ii) by recording your voting instructions via telephone or the internet following the instructions on the enclosed
WHITE proxy card; or (iii) by voting at the annual meeting.
WHO
IS ELIGIBLE TO VOTE
Stockholders
of record of each fund as of the close of business on August 9, 2024 (the “record date”) are entitled to vote on all of the
funds’ business at the annual meeting and any adjournments, postponements, continuation, or rescheduling thereof.
On any matter
submitted to a vote of stockholders, each whole share shall be entitled to one vote as to any matter on which it is entitled to vote
and each fractional share shall be entitled to a proportionate fractional vote.
Even if you
plan to attend the annual meeting, please sign, date and return the enclosed WHITE proxy card, or provide voting instructions
by telephone or over the Internet. All properly executed WHITE proxy cards received prior to the annual meeting will be
voted at the meeting. Each WHITE proxy card will be voted in accordance with its instructions; if no instruction is given,
an executed WHITE proxy card will authorize the persons named on such proxy card as proxies, or any of them, to vote in
favor of the election of each of the Board’s recommended Director nominees named on such WHITE proxy card.
If you authorize
a proxy to vote your shares by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you,
which is printed on your WHITE proxy card. This code is designed to confirm your identity, provide access into the voting
site and confirm that your instructions are properly recorded.
Stockholders
of each fund will only vote on proposals relating to their fund.
The Board
knows of no business other than that mentioned in the Notice of Annual Meeting of Stockholders that will be presented for consideration
at the annual meeting. If any other matters are properly presented at the annual meeting, it is the intention of the persons named as
proxies to vote on such matters in accordance with their discretion.
An executed
WHITE proxy card delivered to a fund is revocable by the person giving it, prior to its exercise, by a signed writing filed
with the fund’s Secretary, by executing and delivering a later dated proxy, or by attending and voting at the meeting. Merely attending
the meeting will not revoke a previously executed proxy.
If you hold
your shares through a broker-dealer, the broker-dealer is the record holder of your shares. Pursuant to the rules of the New York Stock
Exchange (the “NYSE”), if you do not give voting instructions to your broker-dealer, your broker-dealer will not be able
to vote your shares with respect to the election of Director nominees or any other proposal. We urge you to instruct your broker-dealer
to vote your shares with the enclosed WHITE proxy card. Please consult with your broker-dealer regarding your ability to
revoke voting instructions after they have been provided.
If you have
any questions or require any assistance with voting your shares, please contact our proxy solicitor: proxy solicitor: EQ Fund Solutions
LLC, toll free at (800) 591-6309.
INFORMATION
CONCERNING THE MEETING
Why did
you send me this Proxy Statement?
We sent
you this Proxy Statement and the accompanying WHITE proxy card because the Board is soliciting your proxy to vote at the
annual meeting scheduled to be held on Thursday, October 3, 2024, at 3:00 p.m. (Eastern Time), and at any adjournments, postponements,
continuation or rescheduling of the annual meeting. This Proxy Statement provides you with information that you should review before
making a voting decision with regards to any of the matters described in this Proxy Statement.
Please
read this Proxy Statement carefully and vote on the enclosed WHITE proxy card as recommended by the Board. Whether or not you
expect to attend the annual meeting, and in order to facilitate timely receipt of your proxy, we urge you to sign, date and return the
enclosed WHITE proxy card or vote by internet or telephone as promptly as possible. Do not send back any proxy card other than
the enclosed WHITE proxy card.
What
is the purpose of the annual meeting?
The annual
meeting will be held for the following purposes:
| ● | For
each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage
Fund, Inc., to consider and vote upon the election of three class III Directors, two to be
elected by the holders of shares of Common Stock of the applicable fund and Preferred Stock
of the applicable fund voting together as a single class, and one to be elected by the holders
of shares of Preferred Stock of the applicable fund, voting as a separate class. Each elected
Director will serve until the third annual meeting following his or her election and until
his or her successor is duly elected and qualifies; and |
| ● | For
Pioneer Municipal High Income Opportunities Fund, Inc., to consider and vote upon the election
of four Directors: |
(i)
three Class III Directors, to be elected by the holders of shares of Common Stock. Each elected Director will serve until the third annual
meeting following his or her election and until his or her successor is duly elected and qualifies; and
(ii)
one Class II Director, to be elected by the holders of shares of Common Stock. The elected Director will serve until the second annual
meeting following her election and until her successor is duly elected and qualifies; and
| ● | To
consider any other business that may properly come before the annual meeting or any adjournments,
postponements, continuation, or rescheduling thereof. |
Why is
this year’s annual meeting so important?
This annual
meeting is extremely important because Saba Capital, an activist investor that frequently targets registered closed-end investment funds,
provided each fund with a notice on March 28, 2024 (the “Saba Capital Stockholder Notice”) disclosing its intention to nominate
one candidate for election to the Board of each fund at the annual meeting in opposition to the highly qualified and very experienced
nominees recommended by the Board.
The fund
does not intend to prevent Saba Capital from presenting at the annual meeting its proposed nominee. Accordingly, the Board unanimously
recommends that you vote on the enclosed WHITE proxy card “FOR” all of the Board’s nominees, each
of whom is a current Director.
What
are the Board’s voting recommendations?
Each fund’s
Board is composed of nine highly qualified individuals, seven of whom are Independent Directors, each committed to fostering the fund’s
long-term ability to achieve its investment objective. After careful consideration, the Board unanimously recommends that, using the
WHITE proxy card accompanying this Proxy Statement, you vote “FOR” all of the Board’s Director
nominees named in this Proxy Statement (for Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income Fund,
Inc.: Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi; and for Pioneer Municipal High Income Opportunities Fund, Inc.: Diane Durnin,
Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi).
Proposal
1 – Election of Directors
As noted
above, Saba Capital has disclosed its intention to nominate one candidate for election to the Board of each
fund at
the annual meeting in opposition to the highly qualified and very experienced nominees recommended by the Board. The
Board does NOT endorse the nominee of Saba Capital and unanimously recommends that you vote on the WHITE proxy card
“FOR” all of the Director nominees recommended by the Board and named in this Proxy Statement (for Pioneer Municipal
High Income Advantage Fund, Inc. and Pioneer Municipal High Income Fund, Inc.: Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi;
and for Pioneer Municipal High Income Opportunities Fund, Inc.: Diane Durnin, Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi),
each of whom currently serves as a valued member of the Board. Do not send back any proxy card other than the enclosed WHITE
proxy card.
See “PROPOSAL
1 – ELECTION OF DIRECTORS.”
Are stockholders
being asked to consider any proposals related to the combination of the funds’ adviser, Amundi Asset Management US, Inc. with Victory
Capital Holdings, Inc. at the annual meeting?
On July
9, 2024, Amundi, the parent company of Amundi Asset Management US, Inc. (the “Adviser”), each fund’s investment adviser,
announced that it had entered into a definitive agreement with Victory Capital Holdings, Inc. (“Victory Capital”) to combine
the Adviser with Victory Capital, and for Amundi to become a strategic shareholder of Victory Capital (the “Transaction”).
The closing of the Transaction is subject to certain regulatory approvals and other conditions. There is no assurance that the Transaction
will close.
The closing
of the Transaction would cause each fund’s current investment advisory agreement with the Adviser to terminate. Under the terms
of the Transaction, each fund’s Board of Directors will be asked to approve a new investment advisory agreement for the fund with
Victory Capital Management Inc., an affiliate of Victory Capital. If approved by the Board, each fund’s new investment advisory
agreement will be submitted to the stockholders of the fund for their approval at a special meeting of stockholders. There is no assurance
that the Board of a fund will approve the new investment advisory agreement. Other changes to the funds, including changes to each fund’s
Board, also may be submitted to stockholders for their approval. Neither the Governance and Nominating Committee nor the Board of Directors have considered any other proposed directors.
Stockholders
are not being asked to consider approval of a new investment advisory agreement or any other proposals related to the Transaction at
this annual meeting.
What
should I do if I receive a proxy card or voting instruction form from Saba Capital?
If Saba Capital proceeds with its solicitation of proxies for the election of its candidate as a Director at the annual meeting, you may
receive proxy solicitation materials from Saba Capital and/or other persons or entities affiliated with Saba Capital, including an opposition
proxy statement and proxy card. Please be advised that the funds are not responsible for the accuracy of any information provided by
or relating to Saba Capital contained in any proxy solicitation materials filed or disseminated by Saba Capital or any other statements
that may be made by Saba Capital and/or other persons or entities affiliated with Saba Capital.
DO
NOT sign or return any proxy card or voting instruction form that may be sent to you by Saba Capital or any party other than
the funds, even to withhold votes on Saba Capital’s Director nominee, as this will cancel any previously submitted vote on a
WHITE proxy card or voting instruction form for your Board’s nominees. If you submit a proxy card other than the
WHITE proxy card, you may revoke that proxy by authorizing your proxy to vote “FOR” the Board’s
nominees by telephone or the Internet by following the instructions on the WHITE proxy card or the voting instruction form
provided by your broker or by completing, signing, dating, and returning the enclosed WHITE proxy card prior to the annual
meeting. Only the latest validly executed proxy card or voting instruction form that you submit will be counted.
What
does it mean if I receive more than one WHITE proxy card or voting instruction form?
You
may receive more than one WHITE proxy
card or voting instruction form. For example, if you hold your shares in more than one brokerage account, you may receive a separate
voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered
in more than one name, you may receive more than one WHITE proxy card. To ensure that
all of your shares are voted, please vote using each voting instruction form that you receive or complete, sign, date and return each
WHITE proxy card that you receive.
I
share an address with another stockholder, and we received only one proxy card or voting instruction form. How may I obtain an additional
copy of the proxy materials?
The
funds have adopted a procedure approved by the SEC called “householding.” Under this procedure, the funds deliver one set
of proxy materials to multiple stockholders who share the same address unless the funds have received contrary instructions from one
or more of the stockholders.
This
procedure potentially means extra convenience for stockholders and reduces the funds’ printing and mailing costs as well as the
environmental impact of its annual meetings. Stockholders who participate in householding will continue to be able to access and receive
separate proxy cards. Upon written or oral request, the funds will deliver promptly a separate copy of this Proxy Statement to any stockholder
at a shared address to which the funds delivered a single copy of the proxy materials. If you are a stockholder who shares an address
with another stockholder and would like only one copy of future proxy materials for your household, you may notify your broker if your
shares are held in a brokerage account or notify us if you are the stockholder of record.
To
receive free of charge a separate copy of the proxy materials, stockholders may contact EQ Fund Solutions LLC, toll free at (800) 591-6309.
Stockholders
who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar
organization to request information about householding.
Who
can vote at the annual meeting?
Only
stockholders of record as of the close of business on the record date, August 9, 2024, (the “Record Date”) are entitled to
notice of and to vote at each fund’s annual meeting.
How
many votes do I have?
Stockholders
as of the close of business on the Record Date will be entitled to one vote as to any matter on which they are entitled to vote and each
fractional share shall be entitled to a proportionate fractional vote
What
is the difference between a “record holder” and a “beneficial owner”?
If
your shares are registered directly in your name, you are considered the “record holder” of your shares. If, on the other
hand, your shares are held in a brokerage account or by a bank or other intermediary, you are considered the “beneficial owner”
of shares held in street name. As a beneficial owner, you have the right to direct your broker or other intermediary on how to vote and
you are also invited to attend the meeting. Since a beneficial owner is not the record holder, you may not vote these shares at the meeting
unless you obtain a “legal proxy” from your broker or other intermediary that holds your shares, giving you the right to
vote your shares at the meeting. Your broker or other intermediary has provided you with instructions regarding how to direct the voting
of your shares.
If
I am a stockholder of record of a fund’s shares, how do I vote?
If
you are a stockholder of record, there are four ways to vote:
| ● | At
the Annual Meeting. You may vote at the annual meeting by requesting a ballot when you
arrive. You must bring valid picture identification such as a driver’s license or passport
and proof of record stock ownership as of the Record Date. |
| ● | Via
the Internet. You may authorize a proxy to vote your shares via the Internet by following
the instructions included on the WHITE proxy card or voting instruction form
included with your materials. |
| ● | By
Telephone. You may authorize a proxy to vote your shares by calling the toll free number
found on the WHITE proxy card or voting instruction form included with your
materials. |
| ● | By
Mail. You may authorize a proxy to vote your shares by filling out the WHITE
proxy card or voting instruction form and returning it in the envelope provided. |
If I
am a beneficial owner of a fund’s shares held in street name, how do I vote?
If you are
a beneficial owner of shares held in street name, there are two ways to vote:
| ● | At
the Annual Meeting. If you are a beneficial owner of shares held in street name and wish
to vote at the annual meeting, you must obtain a “legal proxy” from the organization
that holds your shares. A legal proxy is a written document that will authorize you to vote
your shares held in street name at the annual meeting. Please contact the organization that
holds your shares for instructions regarding obtaining a legal proxy. You must |
bring
a copy of the legal proxy to the annual meeting and ask for a ballot when you arrive. You must also bring valid picture identification
such as a driver’s license or passport and proof that the organization that holds your shares held such shares on the Record Date.
In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to be provided to the
inspector of election.
| ● | By
proxy. If you are a beneficial owner of shares held in street name, this Proxy Statement
and accompanying materials have been forwarded to you by the organization that holds your
shares. Such organization will vote your shares in accordance with your instructions using
the methods set forth in the information provided to you by such organization. |
How will
WHITE proxy cards be voted?
All properly
executed and unrevoked WHITE proxy cards received in time for the annual meeting will be voted in accordance with the instructions
contained in such proxies.
What
happens if I do not give specific voting instructions on the WHITE proxy card?
If the WHITE
proxy card is signed and returned to the funds without giving specific voting instructions, the persons named as proxy holders
on the WHITE proxy card will vote the shares represented thereby “FOR” all of the Board’s Director
nominees, and, with respect to any other matters properly presented for a vote at the annual meeting, at the discretion of such proxy
holders, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Board
has named Lisa M. Jones, Christopher J. Kelley, and Thomas Reyes, or any of them, as proxies, each with the full power to appoint his
or her substitute, and has authorized each of them to represent and to vote each fund’s shares as directed by stockholders.
Can I
change my vote after I have voted?
You may
revoke your proxy and change your vote at any time before the taking of the vote at the annual meeting. Prior to the applicable cutoff
time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone
proxy submitted prior to the annual meeting will be counted. You may also revoke your proxy and change your vote by signing and returning
a new proxy card or voting instruction form dated as of a later date, or by attending and voting at the annual meeting. However, your
attendance at the annual meeting will not automatically revoke your proxy unless you properly vote at the annual meeting or specifically
request that your prior proxy be revoked by delivering a written notice of revocation to the funds’ Secretary at 60 State Street,
Boston, Massachusetts 02109.
If you voted
using the proxy card sent to you by Saba Capital, you can revoke it by signing, dating, and returning the WHITE proxy card
or voting instruction form in the postage-paid envelope provided or by submitting your proxy by telephone or by Internet by following
the instructions on the WHITE proxy card or voting instruction form. Only your last-dated proxy or voting instruction form
will count – any proxy or voting instruction form may be revoked at any time prior to its exercise at the annual meeting. If you
decide to attend the annual meeting and wish to change your proxy vote, you may do so automatically by voting at the annual meeting.
Who will
pay the costs of the funds’ proxy solicitation?
The funds
are paying the costs of their solicitation of proxies, including, but not limited to, the cost of preparing, printing, and mailing this
Proxy Statement, accompanying Notice of Annual Meeting of Stockholders, and the accompanying WHITE proxy card. These costs
are estimated at approximately $1,400,000. The funds may also reimburse brokerage firms, banks, broker-dealers, or other similar organizations
for the cost of forwarding proxy materials to beneficial owners of the shares held of record by such persons.
How can
I attend the annual meeting?
The funds
will admit to the annual meeting: (i) all stockholders of record of a fund as of the Record Date; (ii) persons holding proof of beneficial
ownership thereof at the Record Date, such as a letter or account statement from a broker; (iii) persons who have been granted valid
proxies; and (iv) such other persons that the funds, in their sole discretion, may elect to admit. For information on how to attend the
annual meeting, you may contact the funds’ proxy solicitor, EQ Fund Solutions LLC, toll free at (800) 591-6309.
What
other information should I know in deciding how to vote?
Please read
the entire Proxy Statement because it contains important information about the Board’s Director
nominees
and other important information about the funds and the Board.
If Saba
Capital proceeds with its solicitation of proxies for the election of its candidate as Director at the annual meeting, you will receive
an opposing proxy statement and proxy card or other proxy solicitation materials from Saba Capital and/or other persons or entities affiliated
with Saba Capital. The funds are not responsible for the accuracy of any information provided by or relating to Saba Capital contained
in any proxy solicitation materials filed or disseminated by, or on behalf of, Saba Capital and/or other persons or entities affiliated
with Saba Capital, or any other statements it or they may otherwise make.
How can
I obtain additional copies of these materials or copies of other documents?
This Proxy
Statement and all other solicitation materials in connection with this proxy solicitation will be available on the internet, free of
charge, at the SEC’s website https://www.edgar.sec.gov. Each fund will furnish without charge a copy of its Annual Report for the
most recent fiscal year and any more recent semi-annual report to any stockholder upon request. Stockholders who want to obtain a copy
of a fund’s reports should direct all written requests to the attention of the funds, at the address listed above, or should call
the funds at (800) 710-0935. A copy of each fund’s Annual Report for the most recent fiscal year is also available from Amundi
US’s website at amundi.com/US. You may also contact EQ Fund Solutions LLC for additional copies
of either this Proxy Statement, other solicitation materials in connection with this proxy solicitation, or a fund’s Annual Report
for the most recent fiscal year.
Who can
answer my questions?
Your vote
at this year’s annual meeting is extremely important, no matter how many or how few shares you own. Whether or not you expect
to attend the annual meeting, and in order to facilitate timely receipt of your proxy vote, we respectfully urge you to sign, date and
return the enclosed WHITE proxy card as promptly as possible. Voting now will not limit your right to change your vote or to attend
the annual meeting. If you have questions or require assistance in the voting of your shares, please call EQ Fund Solutions LLC,
the firm assisting the funds in the solicitation of proxies, toll free at (800) 591-6309,
BACKGROUND
OF THE SOLICITATION
The
following is a chronology of the material contacts and events in each fund’s relationship with Saba Capital leading up to the filing
of this Proxy Statement:
PIONEER
MUNICIPAL HIGH INCOME FUND, INC. (MHI)
| ● | On
August 31, 2023, Saba Capital Management, L.P. (“Saba Capital”) filed with the
U.S. Securities and Exchange Commission (“SEC”) its initial Schedule 13G reporting
that it had become the beneficial owner of 5.13% of the fund’s outstanding shares of
Common Stock. In its Schedule 13G, Saba Capital checked the box that it was eligible to file
the Schedule 13G rather than a Schedule 13D pursuant to Rule 13d-1(c) which is the “passive
investor” exemption. In other words, by checking the Rule 13d-1(c) exemption box, Saba
was claiming that it had not acquired the fund’s securities
with any purpose, or with the effect, of changing or influencing the control of the fund
(or in connection with or as a participant in any transaction having that purpose or effect). |
| ● | On
October 3, 2023, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13G reporting
that it had increased its beneficial ownership to 10.4% of the fund’s outstanding shares
of Common Stock. |
| ● | On
January 5, 2024, Saba Capital filed with the SEC its initial Schedule 13D reporting that
it had increased its beneficial ownership to 14.10% of the fund’s outstanding shares
of Common Stock. Saba Capital also disclosed that it was on January 4, 2024 that it became
required to file a Schedule 13D meaning that on such date it was no longer entitled to rely
on the “passive investor” exemption that it had used to justify filing on Schedule
13G pursuant to Rule 13d-1(c). Saba Capital also disclosed in its Schedule 13D that, during
the sixty days prior to filing of its Schedule 13D, it had acquired beneficial ownership
of an additional 480,319 shares of Common Stock of the fund representing approximately 2%
of the fund’s 22,771,349 shares of Common Stock outstanding at such time. |
| ● | On
March 28, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, delivered
a notice (the “Saba Capital Stockholder Notice”) to the fund notifying it of
Saba Capital’s intention to nominate one nominee—Paul Kazarian— to stand
for election to the Board at the 2024 annual meeting. |
| ● | Also,
on March 28, 2024, the fund acknowledged receipt of the Saba Capital Stockholder Notice |
| ● | On
April 1, 2024, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13D reporting
that the Saba Capital Stockholder Notice had been delivered to the fund, and that Saba Capital
had increased its beneficial ownership to 14.93% of the fund’s outstanding shares of
Common Stock. |
| ● | On
May 3, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 15.08% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 7, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 15.10% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 15, 2024, members of the Board of the fund interviewed the proposed nominee in accordance
with the provisions of the fund’s Bylaws. |
| ● | On
May 17, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 15.15% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 23, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 15.16% of the fund’s outstanding shares of Common Stock. |
| ● | On
July 15, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had
increased its beneficial ownership to 15.37% of the fund’s outstanding shares of Common
Stock. |
| ● | On
July 29, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital
Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership
to 15.42% of the fund’s outstanding shares of Common Stock. On July 29, 2024, Saba
Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial
ownership to 15.42% of the fund’s outstanding shares of Common Stock. |
| ● | On
each of August 2, 2024 and August 5, 2024, Saba Capital delivered to the fund an Update and
Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had
increased its beneficial ownership to 15.48% of the fund’s outstanding shares of Common
Stock. On each of August 2, 2024 and August 5, 2024, Saba Capital also filed with the SEC
a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.48% of
the fund’s outstanding shares of Common Stock. |
| ● | On August 8, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 15.72% of the fund's outstanding shares of Common Stock. On August 8, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 15.72%
of the fund’s outstanding shares of Common Stock. |
| ● | On August 9, 2024, the fund filed a
preliminary form of this proxy statement with the SEC. |
PIONEER
MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. (MAV)
| ● | On
September 11, 2023, Saba Capital filed with the SEC its initial Schedule 13G reporting that
it had become the beneficial owner of 5.8% of the fund’s outstanding shares of Common
Stock. In its Schedule 13G, Saba Capital checked the box that it was eligible to file the
Schedule 13G rather than a Schedule 13D pursuant to Rule 13d-1(c) which is the “passive
investor” exemption. In other words, by checking the Rule 13d-1(c) exemption box, Saba
was claiming that it had not acquired the fund’s securities
with any purpose, or with the effect, of changing or influencing the control of the fund
(or in connection with or as a participant in any transaction having that purpose or effect). |
| ● | On
November 7, 2023, Saba Capital filed with the SEC its initial Schedule 13D reporting that
it had increased its beneficial ownership to 10.15% of the fund’s outstanding shares
of Common Stock. Saba Capital also disclosed that it was on November 6, 2023 that it became
required to file a Schedule 13D meaning that on such date it was no longer entitled to rely
on the “passive investor” exemption that it had used to justify filing on Schedule
13G pursuant to Rule 13d-1(c). Saba Capital also disclosed in its Schedule 13D that, during
the sixty days prior to filing of its Schedule 13D, it had acquired beneficial ownership
of an additional 1,050,081 shares of Common Stock of the fund representing approximately
4% of the fund’s 23,914,439 shares of Common Stock outstanding at such time. |
| ● | On
March 28, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, delivered
a notice (the “Saba Capital Stockholder Notice”) to the fund notifying it of
Saba Capital’s intention to nominate one nominee—Paul Kazarian— to stand
for election to the Board at the 2024 annual meeting. |
| ● | Also,
on March 28, 2024, the fund acknowledged receipt of the Saba Capital Stockholder Notice |
| ● | On
April 1, 2024, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13D reporting
that the Saba Capital Stockholder Notice had been delivered to the fund, and that Saba Capital
had increased its beneficial ownership to 11.00% of the fund’s outstanding shares of
Common Stock. |
| ● | On
April 26, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had
increased its beneficial ownership to 11.20% of the fund’s outstanding shares of Common
Stock. |
| ● | On
May 2, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 11.45% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 7, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 11.50% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 15, 2024, members of the Board of the fund interviewed the proposed nominee in accordance
with the provisions of the fund’s Bylaws. |
| ● | On
May 17, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 11.71% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 23, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 11.80% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 31, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 11.89% of the fund’s outstanding shares of Common Stock. |
| ● | On
July 15, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital
Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership
to 12.08% of the fund’s outstanding shares of Common Stock. On July 15, 2024, Saba
Capital also filed with the SEC Amendment No. 2 to its Schedule 13D reporting that Saba Capital
had increased its beneficial ownership to 12.08% of the fund’s outstanding shares of
Common Stock. On July 15, 2024, Saba Capital also filed with the SEC a Form 4 indicating
that Saba Capital had increased its beneficial ownership to 12.08% of the fund’s outstanding
shares of Common Stock. |
| ● | On
July 22, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had
increased its beneficial ownership to 12.30% of the fund’s outstanding shares of Common
Stock. |
| ● | On
July 25, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had
increased its beneficial ownership to 12.65% of the fund’s outstanding shares of Common
Stock. |
| ● | On
July 29, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital
Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership
to 12.77% of the fund’s outstanding shares of Common Stock. On July 29, 2024, Saba
Capital also filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial
ownership to 12.77% of the fund’s outstanding shares of Common Stock. |
| ● | On August 5, 2024, Saba Capital delivered to the fund an Update
and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to
12.84% of the fund’s outstanding shares of Common Stock. On August 5, 2024, Saba Capital also filed with the SEC a Form 4 indicating
that Saba Capital had increased its beneficial ownership to 12.84% of the fund’s outstanding shares of Common Stock. |
| ● | On August 6, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.85%
of the fund’s outstanding shares of Common Stock. |
| ● | On August 8, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 12.98% of the fund's outstanding shares of Common Stock. On August 8, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 12.98%
of the fund’s outstanding shares of Common Stock. |
| ● | On August 9, 2024, the fund filed a
preliminary form of this proxy statement with the SEC. |
PIONEER
MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC. (MIO)
| ● | On
November 22, 2022, Saba Capital filed with the SEC its initial Schedule 13G reporting that
it had become the beneficial owner of 5.3% of the fund’s outstanding shares of Common
Stock. In its Schedule 13G, Saba Capital checked the box that it was eligible to file the
Schedule 13G rather than a Schedule 13D pursuant to Rule 13d-1(c) which is the “passive
investor” exemption. In other words, by checking the Rule 13d-1(c) exemption box, Saba
was claiming that it had not acquired the fund’s securities
with any purpose, or with the effect, of changing or influencing the control of the fund
(or in connection with or as a participant in any transaction having that purpose or effect). |
| ● | On
February 14, 2023, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13G reporting
that it had increased its beneficial ownership to 5.5% of the fund’s outstanding shares
of Common Stock. |
| ● | On
January 5, 2024, Saba Capital filed with the SEC its initial Schedule 13D reporting that
it had increased its beneficial ownership to 9.56% of the fund’s outstanding shares
of Common Stock. Saba Capital also disclosed that it was on January 4, 2024 that it became
required to file a Schedule 13D meaning that on such date it was no longer entitled to rely
on the “passive investor” exemption that it had used to justify filing on Schedule
13G pursuant to Rule 13d-1(c). Saba Capital also disclosed in its Schedule 13D that, during
the sixty days prior to filing of its Schedule 13D, it had acquired beneficial ownership
of an additional 199,334 shares of Common Stock of the fund representing approximately 1%
of the fund’s 16,885,273 shares of Common Stock outstanding at such time. |
| ● | On
March 28, 2024, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, delivered
a notice (the “Saba Capital Stockholder Notice”) to the fund notifying it of
Saba Capital’s intention to nominate one nominee—Paul Kazarian— to stand
for election to the Board at the 2024 annual meeting. |
| ● | Also,
on March 28, 2024, the fund acknowledged receipt of the Saba Capital Stockholder Notice |
| ● | On
April 1, 2024, Saba Capital filed with the SEC Amendment No. 1 to its Schedule 13D reporting
that the Saba Capital Stockholder Notice had been delivered to the fund, and that Saba Capital
had increased its beneficial ownership to 10.22% of the fund’s outstanding shares of
Common Stock. |
| ● | On
May 15, 2024, members of the Board of the fund interviewed the proposed nominee in accordance
with the provisions of the fund’s Bylaws. |
| ● | On
May 17, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 10.27% of the fund’s outstanding shares of Common Stock. |
| ● | On
May 31, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased
its beneficial ownership to 10.30% of the fund’s outstanding shares of Common Stock. |
| ● | On
July 15, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had
increased its beneficial ownership to 10.44% of the fund’s outstanding shares of Common
Stock. |
| ● | On August 6, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.47%
of the fund’s outstanding shares of Common Stock. |
| ● | On August 8, 2024, Saba Capital delivered to the fund an Update and Supplement to the Saba Capital Stockholder Notice notifying the fund that Saba Capital had increased its beneficial ownership to 10.60% of the fund's outstanding shares of Common Stock. On August 8, 2024, Saba Capital filed with the SEC a Form 4 indicating that Saba Capital had increased its beneficial ownership to 10.60%
of the fund’s outstanding shares of Common Stock. |
| ● | On August 9, 2024, the fund filed a
preliminary form of this proxy statement with the SEC. |
PROPOSAL
1
ELECTION
OF DIRECTORS
General
Stockholders
of each fund are being asked to consider the election of Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi as Class III Directors
of each fund. Mr. MacKay, Mr. Perna and Mr. Ricciardi stand for election as Class III Directors as their terms expire in 2024. If elected
at the 2024 annual meeting, each of Mr. MacKay, Mr. Perna and Mr. Ricciardi shall hold office until the third annual meeting following
his election and until his successor is duly elected and qualifies.
In addition,
stockholders of Pioneer Municipal High Income Opportunities Fund, Inc. are being asked to consider the election of Diane Durnin as a
Class II Director of the fund. Ms. Durnin stood for election as a Class II Director of Pioneer Municipal High Income Opportunities Fund,
Inc. at the annual meeting of stockholders of the fund held on September 12, 2023 (the “2023 annual meeting”), but did not
receive a majority of all of the votes entitled to be cast with respect to her election by the stockholders of the fund at the 2023 annual
meeting and, as a result, continues to serve a “holdover” term as Director of the fund, until her successor has been duly
elected and qualified. If elected at the 2024 annual meeting, Ms. Durnin shall hold office until the second annual meeting following
her election (i.e., for the remainder of the term of the Class II Directors) and until her successor is duly elected and qualifies.
Each of
Mr. MacKay, Mr. Perna and Mr. Ricciardi currently serves as a Director of each fund and has served in that capacity continuously since
originally elected.
Mr. MacKay
was elected as a Director of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. in March
2021, and was most recently elected by stockholders of such funds in 2021.
Mr. Perna
has served as a Director of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2006,
and was most recently elected by stockholders of such funds in 2021.
Mr. Ricciardi
has served as a Director Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. since 2014,
and was most recently elected by stockholders of such funds in 2021.
Each of
Mr. MacKay, Mr. Perna, Mr. Ricciardi and Ms. Durnin has served as a Director of Pioneer Municipal High Income Opportunities Fund, Inc.
since 2021, having been elected by the initial stockholder of the fund in 2021.
Each nominee
has consented to being named in this proxy statement and indicated his or her willingness to serve if elected. In the unanticipated event
that any nominee should be unable to serve, the persons named as proxies may vote for such other person as shall be designated by each
of the fund's Board of Directors.
As of
August 8, 2024, Saba Capital has acquired approximately 15.72% of the outstanding shares of Common Stock of Pioneer Municipal High
Income Fund, Inc. (“MHI”), 12.98% of the outstanding shares of Common Stock of Pioneer Municipal High Income Advantage
Fund, Inc. (“MAV”), and 10.60% of the outstanding shares of Common Stock of Pioneer Municipal High Income Opportunities
Fund, Inc. (“MIO”). Saba Capital is an activist investor that frequently targets registered closed-end investment funds.
On March 28, 2024, Saba Capital provided each fund with a notice (the “Saba Capital Stockholder Notice”) disclosing its
intention to nominate one candidate for election to the Board of each fund at the annual meeting in opposition to the highly
qualified and very experienced nominees recommended by the Board. If Saba Capital proceeds with its solicitation of proxies for the
election of its candidate as a Director at the annual meeting, you may receive an opposing proxy statement and proxy card or other
proxy solicitation materials from Saba Capital and/or its affiliates. The funds are not responsible for the accuracy of any
information provided by or relating to Saba Capital contained in any proxy solicitation materials filed or disseminated by, or on
behalf of, Saba Capital or any other statements it may otherwise make.
The Board
does NOT endorse any nominee of Saba Capital and unanimously recommends that you vote “FOR” all of the Director nominees
proposed by the Board by using the WHITE proxy card accompanying this Proxy Statement. Accordingly, the Board strongly urges you
not to sign or return any proxy card or voting instruction form other than the enclosed WHITE proxy card, and to discard
any proxy materials and proxy cards or voting instruction forms that you may receive from Saba Capital.
Furthermore,
by voting “AGAINST” or to “ABSTAIN” with respect to the Saba Capital nominee on a proxy card sent
to you by Saba Capital is NOT the same as voting for the Board’s Director nominees, because, among other
things,
a vote “AGAINST” or to “ABSTAIN” with respect to the Saba Capital nominee on the Saba Capital proxy
card will revoke any proxy card you previously submitted.
If you have
previously returned a proxy card sent to you by Saba Capital, you can change your vote (i) by signing, dating and returning the enclosed
WHITE proxy card in the postage-paid envelope provided herewith; (ii) by recording your voting instructions via telephone
or the internet following the instructions on the enclosed WHITE proxy card; or (iii) by voting at the annual
meeting. Only your latest dated proxy will be counted.
In recommending
the nomination of Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi as Class III Directors of each fund, and Diane Durnin as a Class
II Director of Pioneer Municipal High Income Opportunities Fund, Inc., the Governance and Nominating Committee of the Board (the “Governance
and Nominating Committee”) took into consideration the following:
| ● | the
biographical information provided by each of the incumbent Directors standing for election
at the annual meeting, including, but not limited to, their professional careers and accomplishments; |
| ● | that
each of the Board’s Director nominees is highly qualified and brings to the Board diverse
perspectives, insights, experiences, and competencies that are central to each fund’s
investment objective; |
| ● | that
each of the Board’s Director nominees is deeply familiar with each fund, each fund
investment strategies, and each fund investment objective, as well as with each fund’s
portfolio managers and other key personnel that manage the day-to-day operations of each
fund; |
| ● | that,
as incumbent members of the Board, each of the Board’s Director nominees has made significant
contribution to the Board’s deliberations and has proven that each has the integrity,
knowledge, breadth of relevant and diverse experience, and proven commitment necessary to
oversee the creation of value for each fund’s stockholders; |
| ● | that
each of the Board’s Director nominees serves on the Boards of Directors of other exchange-listed
closed-end funds, a closed-end interval fund, and open-end funds, all part of the Pioneer
funds complex; |
| ● | that
each of the Board’s Director nominees has substantial experience protecting fund stockholders’
interests; |
| ● | that
each of the Board’s Director nominees, as part of their service on the boards of multiple
closed-end funds, has experience regularly evaluating issues unique to closed-end funds,
including the discount at which the closed-end funds’ shares may trade relative to
their net asset value per share; and |
| ● | that
the election of the Board’s Director nominees will promote the continuity of each fund’s
oversight and governance structure, which the Board deems particularly important as the Board
navigates the funds through continued macroeconomic uncertainty and market volatility. |
With respect
to Mr. MacKay, the Governance and Nominating Committee considered his extensive investment, financial and business experience as a partner
in an investment banking firm. The Governance and Nominating Committee also noted Mr. MacKay’s experience as a board member of
financial services and other organizations. The Governance and Nominating Committee further noted Mr. MacKay’s contributions and
leadership as a member of the Independent Directors Committee of the Board and the Audit Committee of the Board.
With respect
to Mr. Perna, the Governance and Nominating Committee considered his extensive experience in senior leadership roles at financial services
companies, including as the chief executive officer of a company that provided technology products to the securities lending industry,
and as a senior executive of a financial and investment company services organization. The Governance and Nominating Committee also noted
Mr. Perna’s experience as a board member of investor communications and other organizations. The Governance and Nominating Committee
further noted Mr. Perna’s contributions and leadership as Independent Chair of the Board, Chair of the Independent Directors Committee
of the Board, Chair of the Policy Administration Committee of the Board and member of the Governance and Nominating Committee of the
Board.
With respect
to Mr. Ricciardi, the Governance and Nominating Committee considered his extensive experience in senior leadership roles at asset management
companies, including as an executive director of a financial and investment company services organization. The Governance and Nominating
Committee also noted Mr. Ricciardi’s experience as a board member of offshore investment companies and other organizations. The
Governance and
Nominating
Committee further noted Mr. Ricciardi’s contributions and leadership role as Chair of the Audit Committee of the Board and member
of the Independent Directors Committee of the Board.
With respect
to Ms. Durnin, the Governance and Nominating Committee considered her extensive experience in senior leadership roles at asset management
companies, including as a managing director and head of product strategy and development, and as vice chairman, at one of the world’s
largest asset management organizations, including experience in investment oversight. The Governance and Nominating Committee also noted
Ms. Durnin’s experience with both product development and strategy and investment matters. The Governance and Nominating Committee
further noted Ms. Durnin’s contributions and leadership as a member of the Independent Directors Committee, Governance and Nominating
Committee and Policy Administration Committee of the Board.
The Board’s
Governance and Nominating Committee (the “Governance and Nominating Committee”) carefully reviewed the qualifications and
experience of Saba Capital’s proposed nominee, including, but not limited to, the biographical summary that Saba Capital provided
to the funds on March 28, 2024, as well as the director questionnaire that Saba Capital’s proposed nominee completed and made available
to the funds on March 28, 2024, and the interview with Saba Capital’s proposed nominee that certain members of the Board conducted
on May 15, 2024. Based upon that interview and the information made available to it, the Governance and Nominating Committee concluded
that Saba Capital’s proposed nominee would not bring to the Board any relevant experience, skills or competencies not already present
among the current members of the Board. The Governance and Nominating Committee also considered that Saba Capital’s nominee is
a partner and portfolio manager at Saba Capital and, by virtue of his position with Saba Capital, has a particular interest in furthering
Saba Capital’s short-term goals. The Governance and Nominating Committee considered that Saba Capital’s proposed nominee
may seek to advance the short-term goals of Saba Capital rather than the long-term interests of all fund stockholders. In addition, the
Governance and Nominating Committee noted that Saba Capital’s proposed nominee has been nominated by Saba for election to, and
currently serves on, the board of four unaffiliated closed-end funds (in addition to the funds). The Governance and Nominating Committee
further noted that, since March 2024, Saba Capital has nominated Mr. Kazarian as a director of an additional three funds (again, in addition
to nominating Mr. Kazarian as a Director of the funds). The Governance and Nominating Committee noted its belief that the Saba Capital
nominee’s positions on the boards of funds in multiple different fund complexes that are managed by different asset managers and
overseen by different boards of directors, as well as his employment as a partner and portfolio manager at Saba Capital, will likely
prevent him from devoting sufficient time and attention to a role on each fund’s Board.
Based upon
the reviews described above, the Governance and Nominating Committee unanimously determined that nominating the incumbent Class III Directors
Craig C. MacKay, Thomas J. Perna and Fred J. Ricciardi for election to the Board of each fund would be in the best interests of the fund
and the fund’s stockholders, and that nominating the incumbent Class II Director Diane Durnin for election to the Board of Pioneer
Municipal High Income Opportunities Fund, Inc. would be in the best interests of the fund and the fund’s stockholders. Neither
Mr. Perna nor Ms. Durnin participated in the discussion or voted with respect to the Governance and Nominating Committee’s recommendation
for his or her nomination.
The Board
received the recommendation of the Governance and Nominating Committee and, after discussion and consideration of, among other things,
the recommendation of the Governance and Nominating Committee and the experience and qualifications of Ms. Durnin, Mr. MacKay, Mr. Perna
and Mr. Ricciardi, the Board (including the Independent Directors) unanimously voted: (i) to nominate Mr. MacKay, Mr. Perna and Mr. Ricciardi
for election as Class III Directors of each fund and to recommend that stockholders vote “FOR” all of the Director
nominees recommended by the Board using the WHITE proxy card; and (ii) to nominate Ms. Durnin for election as a Class II
Director of Pioneer Municipal High Income Opportunities Fund, Inc. and to recommend that stockholders of the fund vote “FOR”
the election of Ms. Durnin recommended by the Board using the WHITE proxy card.
In nominating
Mr. MacKay, Mr. Perna and Mr. Ricciardi for election as Class III Directors of each fund, and Ms. Durnin for election as a Class II Director
of Pioneer Municipal High Income Opportunities Fund, Inc., the Board also took into consideration the qualifications and experience of
Saba Capital’s proposed nominee, and, like the Governance and Nominating Committee, concluded that Saba Capital’s proposed
nominee would not bring to the Board any relevant experience, skills or competencies not already present among the current members of
the Board. In addition, it is the Board’s belief that Saba Capital has not provided any credible arguments as to why its proposed
nominee is more qualified than the highly qualified, experienced, and valued members of the Board that Saba Capital is seeking to replace.
Further, in contrast to the Board’s nominees, each of whom has proven experience in overseeing each fund as it continues to fulfill
its investment objective and create value for the benefit of all
stockholders,
Saba Capital’s proposed nominee is unfamiliar with the funds and has been handpicked and nominated by Saba Capital. The Board considered
that Saba Capital’s nominee is a partner and portfolio manager at Saba Capital and, by virtue of his position with Saba Capital,
has a particular interest in furthering Saba Capital’s short-term goals. The Board considered that Saba Capital’s proposed
nominee may seek to advance the short-term goals of Saba Capital rather than the long-term interests of all fund stockholders.
The Board
is amenable to adding to its membership additional Directors who would add to the depth, breadth, and diversity of its insights, perspectives,
competencies, and skills and is receptive to considering and interviewing candidates referred to a fund by a stockholder, but the Board
believes that such candidates must be committed to acting in the best interests of ALL stockholders and must not be, in any way, obligated
or expected to serve or advocate for the interests of any particular constituency.
In addition,
the Board noted that Saba Capital’s proposed nominee has been nominated by Saba for election to, and currently serves on, the board
of four unaffiliated closed-end funds (in addition to the funds). The Board further noted that, since March 2024, Saba Capital has nominated
Mr. Kazarian as a director of an additional three funds (again, in addition to nominating Mr. Kazarian as a Director of the funds). The
Board believes that the Saba Capital nominee’s positions on the boards of funds in multiple different fund complexes that are managed
by different asset managers and overseen by different boards of directors , as well as his employment as a partner and portfolio manager
at Saba Capital, will likely prevent him from devoting sufficient time and attention to a role on each fund’s Board. The Board
believes that Director candidates must have the commitment and ability to devote the necessary time and energy to be an effective Director
and to understand the funds.
All of the
Board’s nominees have consented to be named in this Proxy Statement and to serve as Directors if elected by stockholders. In the
unanticipated event that any of the Board’s nominees is unable or declines to serve as a Director at the time of the annual meeting,
the proxies returned to us will be voted for the election of a substitute nominee(s) designated by the Board upon the recommendation
of the Governance and Nominating Committee. If any such substitute nominee(s) are designated, we will file an amended proxy statement
that, as applicable, identifies the substitute nominee(s), discloses that such nominees have consented to being named in the amended
proxy statement and to serve as Directors if elected, and provide information about such nominees required by the rules of the SEC. As
of the date of this Proxy Statement, the Board is not aware that any of its nominees is unable or will decline to serve as a Director.
The persons
named as proxy holders on the accompanying WHITE proxy card intend to vote at the annual meeting (unless otherwise directed)
for the election of Mr. MacKay, Mr. Perna and Mr. Ricciardi as Class III Directors of each fund and Ms. Durnin as a Class II Director
of Pioneer Municipal High Income Opportunities Fund, Inc.
Director
Class Designations and Terms of Office
Each fund’s
bylaws (“Bylaws”) provides that a majority of the Board may establish, increase or decrease the number of Directors of the
fund, provided that the number thereof shall never be less than the minimum number required by the Maryland General Corporation Law (the
“MGCL”) nor more than fifteen Directors. Each fund currently has nine Directors.
Pursuant
to each fund’s charter, each fund’s Board is divided into three staggered term classes - Class I, Class II and Class III.
The Directors of only one class are elected at each annual meeting so that the regular term of only one class of Directors will expire
at each annual meeting and any particular Director stands for election every third annual meeting of stockholders.
Each class
of Directors will stand for election at the conclusion of its respective term. Such classification may prevent replacement of a majority
of the Directors for up to two annual meetings. Holders of the Preferred Stock of each fund that has Preferred Stock outstanding are
entitled to separately elect two Directors of that fund.
Director
Class Designations and Terms of Office
Currently,
the designations and terms of office of each class of Directors of each fund are as follows:
Pioneer
Municipal High Income Fund, Inc.
Class
I Directors — Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2025.
Class
II Directors — Ms. Durnin, Dr. Friedman and Mr. Pirondini — Terms expire in 2026.
Class
III Directors — Mr. MacKay, Mr. Perna and Mr. Ricciardi. Terms expire in 2024 at the annual meeting. Each of these Directors has
been nominated for election at the annual meeting.
Pioneer
Municipal High Income Advantage Fund, Inc.
Class
I Directors — Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2025.
Class
II Directors — Ms. Durnin, Dr. Friedman and Mr. Pirondini — Terms expire in 2026.
Class
III Directors — Mr. MacKay, Mr. Perna and Mr. Ricciardi. Terms expire in 2024 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Pioneer
Municipal High Income Opportunities Fund, Inc.
Class
I Directors — Mr. Baumgardner, Ms. Jones and Ms. Monchak. Terms expire in 2025.
Class
II Directors — Ms. Durnin, Dr. Friedman and Mr. Pirondini — Terms of Mr. Friedman and Mr. Pirondini expire in 2026. Ms.
Durnin stood for election as a Class II Director of the fund at the annual meeting of stockholders of the fund held on September 12,
2023 (the “2023 annual meeting”), but did not receive a majority of all of the votes entitled to be cast with respect to
her election by the stockholders of the fund at the 2023 annual meeting and, as a result, continues to serve a “holdover”
term as Director of the fund, until her successor has been duly elected and qualified. Ms. Durnin has been nominated for election at
the 2024 annual meeting. If elected at the 2024 annual meeting, Ms. Durnin shall hold office until 2026 and until her successor is duly
elected and qualifies.
Class
III Directors — Mr. MacKay, Mr. Perna and Mr. Ricciardi. Terms expire in 2024 at the annual meeting. Each of these Directors
has been nominated for election at the annual meeting.
Mr. Baumgardner
and Mr. MacKay are designated as the Directors to be elected by the holders of shares of Preferred Stock of each fund that has issued
Preferred Stock. As noted above, Mr. MacKay’s term expires at the 2024 annual meeting. Consequently, holders of Preferred Stock
of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. are being asked to vote as a separate
class at the upcoming 2024 annual meeting to elect Mr. MacKay as a Class III Director.
With respect
to Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc. the holders of Common Stock and the
holders of Preferred Stock are being asked to vote together as a single class at the upcoming 2024 annual meeting to elect Mr. Perna
and Mr. Ricciardi as Class III Directors.
With respect
to Pioneer Municipal High Income Opportunities Fund, Inc. the holders of Common Stock are being asked to vote at the upcoming 2024 annual
meeting to elect Mr. MacKay, Mr. Perna and Mr. Ricciardi as Class III Directors, and Ms. Durnin as a Class II Director.
Information
Regarding the Board’s Nominees and Directors
The following
table sets forth for each of the Board’s nominees and other Directors, his or her position(s) with each fund, age, address, principal
occupation during at least the past five years and any other board memberships held during at least the past five years. Directors who
are interested persons of a fund within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), are
referred to as Interested Directors. Directors who are not interested persons of a fund are referred to as Independent Directors. Each
of the Directors serves as a Director of each of the 46 U.S. registered funds for which Amundi Asset Management US, Inc. (“Amundi
US”) serves as investment adviser (the “Pioneer Funds”). The address for all Directors and all officers of each fund
is 60 State Street, Boston, Massachusetts 02109.
Name,
Age and
Position Held With the Fund |
Term
of Office and
Length of Service+ |
Principal
Occupation |
Other
Directorships
Held by Director |
| Independent
Directors and Nominees: |
|
|
|
Thomas
J. Perna (73)
Chairman of the Board and Director
Nominee |
Pioneer
Municipal High Income Fund, Inc.: Class III Director since 2006. Term expires in 2024.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class III Director since 2006. Term expires in 2024.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class III Director since 2021. Term expires in 2024. |
Private
investor (2004 – 2008 and 2013 – present); Chairman (2008 – 2013) and Chief Executive Officer (2008 – 2012),
Quadriserv, Inc. (technology products for securities lending industry); and Senior Executive Vice President, The Bank of New York
(financial and securities services) (1986 – 2004) |
Director,
Broadridge Financial Solutions, Inc. (investor communications and securities processing provider for financial services industry)
(2009 – 2023); Director, Quadriserv, Inc. (2005 – 2013); and Commissioner, New Jersey State Civil Service Commission
(2011 – 2015) |
John
E. Baumgardner, Jr. (73)*
Director
|
Pioneer
Municipal High Income Fund, Inc.: Class I Director since 2019. Term expires in 2025.
Elected by holders of Preferred Stock only.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class I Director since 2019. Term expires in 2025. Elected by holders of Preferred
Stock only.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class I Director since 2021. Term expires in 2025. |
Of
Counsel (2019 – present), Partner (1983-2018), Sullivan & Cromwell LLP (law firm) |
Member,
Governing Council and Policy Steering Committee, Independent Directors Council (since 2021); Chairman, The Lakeville Journal Company,
LLC, (privately-held community newspaper group) (2015-2021) |
Diane
Durnin (67)
Director
Nominee (Pioneer
Municipal High Income Opportunities Fund, Inc. only) |
Pioneer
Municipal High Income Fund, Inc.: Class II Director since 2020. Term expires in 2026.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class II Director since 2020. Term expires in 2026.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class II Director since 2021. Holdover term expires in 2024. |
Managing
Director - Head of Product Strategy and Development, BNY Mellon Investment Management (investment management firm) (2012-2018); Vice
Chairman – The Dreyfus Corporation (2005 – 2018): Executive Vice President Head of Product, BNY Mellon Investment Management
(2007-2012); Executive Director- Product Strategy, Mellon Asset Management (2005-2007); Executive Vice President Head of Products,
Marketing and Client Service, Dreyfus Corporation (investment management firm) (2000-2005); Senior Vice President Strategic Product
and Business Development, Dreyfus Corporation (1994-2000) |
None |
Benjamin
M. Friedman (79)
Director |
Pioneer
Municipal High Income Fund, Inc.: Class II Director since 2008. Term expires in 2026.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class II Director since 2008. Term expires in 2026.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class II Director since 2021. Term expires in 2026. |
William
Joseph Maier Professor of Political Economy, Harvard University (1972 – present) |
Trustee,
Mellon Institutional Funds Investment Trust and Mellon Institutional Funds Master Portfolio (oversaw 17 portfolios in fund complex)
(1989 - 2008) |
Name,
Age and
Position Held With the Fund |
Term
of Office and
Length of Service+ |
Principal
Occupation |
Other
Directorships
Held by Director |
Craig
C. MacKay (61)
Director
Nominee |
Pioneer
Municipal High Income Fund, Inc.: Class III Director since 2021. Term expires in 2024.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class III Director since 2021. Term expires in 2024.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class III Director since 2021. Term expires in 2024. |
Partner,
England & Company, LLC (advisory firm) (2012 – present); Group Head – Leveraged Finance Distribution, Oppenheimer
& Company (investment bank) (2006 – 2012); Group Head – Private Finance & High Yield Capital Markets Origination,
SunTrust Robinson Humphrey (investment bank) (2003 – 2006); and Founder and Chief Executive Officer, HNY Associates, LLC (investment
bank) (1996 – 2003) |
Director,
Equitable Holdings, Inc. (financial services holding company) (2022 – present); Board Member of Carver Bancorp, Inc. (holding
company) and Carver Federal Savings Bank, NA (2017 – present); Advisory Council Member, MasterShares ETF (2016 – 2017);
Advisory Council Member, The Deal (financial market information publisher) (2015 – 2016); Board Co-Chairman and Chief Executive
Officer, Danis Transportation Company (privately-owned commercial carrier) (2000 – 2003); Board Member and Chief Financial
Officer, Customer Access Resources (privately-owned teleservices company) (1998 – 2000); Board Member, Federation of Protestant
Welfare Agencies (human services agency) (1993 – present); and Board Treasurer, Harlem Dowling Westside Center (foster care
agency) (1999 – 2018) |
Lorraine
H. Monchak (67)
Director
|
Pioneer
Municipal High Income Fund, Inc.: Class I Director since 2015. Term expires in 2025.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class I Director since 2015. Term expires in 2025.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class I Director since 2021. Term expires in 2025. |
Chief
Investment Officer, 1199 SEIU Funds (healthcare workers union pension funds) (2001 – present); Vice President – International
Investments Group, American International Group, Inc. (insurance company) (1993 – 2001); Vice President Corporate Finance and
Treasury Group, Citibank, N.A.(1980 – 1986 and 1990 – 1993); Vice President – Asset/Liability Management Group,
Federal Farm Funding Corporation (government-sponsored issuer of debt securities) (1988 – 1990); Mortgage Strategies Group,
Shearson Lehman Hutton, Inc. (investment bank) (1987 – 1988); Mortgage Strategies Group, Drexel Burnham Lambert, Ltd. (investment
bank) (1986 – 1987) |
None |
Fred
J. Ricciardi (77)
Director
Nominee |
Pioneer
Municipal High Income Fund, Inc.: Class III Director since 2014. Term expires in 2024.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class III Director since 2014. Term expires in 2024.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class III Director since 2021. Term expires in 2024. |
Private
investor (2020 – present); Consultant (investment company services) (2012 – 2020); Executive Vice President, BNY Mellon
(financial and investment company services) (1969 – 2012); Director, BNY International Financing Corp. (financial services)
(2002 – 2012); Director, Mellon Overseas Investment Corp. (financial services) (2009 – 2012); Director, Financial Models
(technology) (2005-2007); Director, BNY Hamilton Funds, Ireland (offshore investment companies) (2004-2007); Chairman/Director, AIB/BNY
Securities Services, Ltd., Ireland (financial services) (1999-2006); Chairman, BNY Alternative Investment Services, Inc. (financial
services) (2005-2007) |
None |
Name,
Age and
Position Held With the Fund |
Term
of Office and
Length of Service |
Principal
Occupation |
Other
Directorships
Held by Director |
| Interested
Directors: |
|
|
|
Lisa
M. Jones (62)**
Director, President and Chief Executive Officer |
Pioneer
Municipal High Income Fund, Inc.: Class I Director since 2014. Term expires in 2025.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class I Director since 2014. Term expires in 2025.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class I Director since 2021. Term expires in 2025. |
Director,
CEO and President of Amundi US, Inc. (investment management firm) (since September 2014); Director, CEO and President of Amundi Asset
Management US, Inc. (since September 2014); Director, CEO and President of Amundi Distributor US, Inc. (since September 2014); Director,
CEO and President of Amundi Asset Management US, Inc. (since September 2014); Chair, Amundi US, Inc., Amundi Distributor US, Inc.
and Amundi Asset Management US, Inc. (September 2014 – 2018); Managing Director, Morgan Stanley Investment Management (investment
management firm) (2010 – 2013); Director of Institutional Business, CEO of International, Eaton Vance Management (investment
management firm) (2005 – 2010); Director of Amundi Holdings US, Inc. (since 2017) |
Director
of Clearwater Analytics (provider of web-based investment accounting software for reporting and reconciliation services) (September
2022 – present) |
Marco
Pirondini (57)**
Director and Executive Vice President |
Pioneer
Municipal High Income Fund, Inc.: Class II Director since 2024. Term expires in 2026.
Pioneer
Municipal High Income Advantage Fund, Inc.: Class II Director since 2024. Term expires in 2026.
Pioneer
Municipal High Income Opportunities Fund, Inc.: Class II Director since 2024. Term expires in 2026. |
Executive
Vice President and Chief Investment Officer of Amundi Asset Management US, Inc. since January 2024; Senior Managing Director and
Head of Equities U.S. of Amundi US from 2010 to December 2023 |
None |
| + |
Each
Director holds office until his or her successor shall have been duly elected and qualify. Any Director nominated for re-election
as a Director who fails to receive the requisite vote for re-election at an annual meeting of stockholders, and whose successor has
neither been elected nor qualified, shall holdover. Except as otherwise provided by applicable law, such holdover Director shall
continue to serve as Director until his or her successor is elected and qualified, or until he or she sooner dies, resigns, retires
or is disqualified or removed from office as provided in each fund’s Charter. |
| * |
Mr.
Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as independent outside legal counsel to the Independent Directors
of each Pioneer Fund. |
| ** |
Ms.
Jones and Mr. Pirondini are Interested Directors because they are an officer or director of each fund’s investment adviser
and certain of its affiliates. |
| |
|
|
|
|
Responsibilities
of the Board of Directors
The Board
is responsible for overseeing each fund’s management and operations. The Chairman of the Board is an Independent Director. Independent
Directors constitute at least 75% of the Board.
During the
most recent fiscal year of each of Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer
Municipal High Income Opportunities Fund, Inc. the Board held 8 meetings. All of the current Directors and committee members of each
fund then serving attended at least 75% of the meetings of the Board and applicable committees, if any, held during that fund's most
recent fiscal year.
The funds
do not have a policy on Director attendance at the annual meeting. For each fund, one Director attended the 2023 annual meeting of stockholders.
The
Directors were selected or nominated to join the Board based upon the following as to each Board member: such person’s character
and integrity; such person’s judgment, analytical ability, intelligence, and common sense; such person’s experience and previous
profit and not-for-profit board membership; such person’s demonstrated willingness to take an independent and questioning stance
toward management; such person’s willingness and ability to commit the time necessary to perform the duties of a Director; as to
each Independent Director, his or her status as not being an “interested person” as defined under the 1940 Act; and, as to
Ms. Jones and Mr. Pirondini, their association with Amundi US. Each Director also serves on the Boards of Directors of other exchange-listed
closed-end funds, closed-end interval funds, and open-end funds, all part of the Pioneer Funds complex, and has substantial experience
protecting fund stockholders’ interests. As part of their service on the boards of Pioneer
closed-end
funds’, the nominees regularly evaluate issues unique to closed-end funds, including the discount at which the closed-end funds’
shares may trade relative to their net asset value per share. Each of the Independent Directors also was selected to join the Board based
on the criteria and principles set forth in the charter of each fund’s Governance and Nominating Committee, as then in effect.
In addition to individual attributes, the value of diversity is considered. In evaluating an incumbent Director’s prospective service
on the Board, the Director’s experience in, and ongoing contributions toward, overseeing that fund’s business as a Director
also are considered.
In
addition, the following specific experiences, qualifications, attributes and/or skills apply as to each Director: Mr. Baumgardner, legal,
investment management, business and public company experience as an attorney practicing investment management, corporate and securities
law and experience as a board member of other organizations; Ms. Durnin, investment management and investment company experience as an
executive officer of an investment adviser; Dr. Friedman, academic leadership, economic and finance experience and investment company
board experience; Mr. MacKay, investment, financial and business experience as a partner in an investment banking firm and experience
as a board member of other organizations; Ms. Monchak, investment, financial and business experience, including as the chief investment
officer of a pension fund; Mr. Perna, accounting, financial, and business experience as an executive officer and experience as a board
member of other organizations; Mr. Ricciardi, financial, business and investment company experience as an executive officer of a financial
and investment company services organization, and experience as a board member of offshore investment companies and other organizations;
Ms. Jones, investment management experience as an executive and leadership roles with Amundi US and its affiliates; and Mr. Pirondini,
portfolio management experience and leadership roles with Amundi US. However, in its periodic assessment of the effectiveness of the
Board, the Board considers the complementary skills and experience of individual Directors primarily in the broader context of the Board’s
overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee
the business of the fund.
Under
the MGCL, the appointment, designation (including in any proxy or registration statement or other document) of a Director as an expert
on any topic or in any area, or as having experience, attributes or skills in any area, or any other appointment, designation or identification,
does not impose on that person any standard of care or liability that is greater than that imposed on that person as a Director in the
absence of the appointment, designation or identification, and no Director who has special attributes, skills, experience or expertise,
or is appointed, designated, or identified as aforesaid, is held to a higher standard of care by virtue thereof.
Board Committees
The Board
currently has four standing committees: the Independent Directors Committee, the Audit Committee, the Governance and Nominating Committee
and the Policy Administration Committee. Each committee is chaired by an Independent Director (the “Chairs”) and all members
of each committee are Independent Directors.
The Chairs
of the committees work with the Chairman of the Board and fund management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund management. As noted below, through the committees, the Independent
Directors consider and address important matters involving the funds, including those presenting conflicts or potential conflicts of
interest for management. The Independent Directors also regularly meet without the presence of management and are advised by independent
legal counsel. The Board believes that the committee structure, and delegation to the committees of specified oversight responsibilities,
help the Board more effectively to provide governance and oversight of the funds’ affairs. Mr. Perna, Chairman of the Board, is
a member of each committee except the Audit Committee and the Valuation Committee*, each of which he is a non-voting, ex-officio member.
During the
most recent fiscal year for each fund, the Audit Committee, Governance and Nominating Committee, Independent Directors Committee, Policy
Administration Committee and Valuation Committee* of each fund held the following meetings:
| |
4/30/2024 |
3/31/2024 |
4/30/2024 |
| |
Pioneer
Municipal High Income Fund, Inc. |
Pioneer
Municipal High Income Advantage Fund, Inc. |
Pioneer
Municipal High Income Opportunities Fund, Inc. |
| Audit Committee |
8 |
8 |
8 |
| Governance and Nominating Committee |
6 |
5 |
6 |
| Independent Directors Committee |
6 |
6 |
6 |
| Policy Administration Committee |
4 |
4 |
4 |
| Valuation
Committee* |
3 |
3 |
3 |
* The
Valuation Committee was combined with the Audit Committee on January 22, 2024.
Independent
Directors Committee: John E. Baumgardner, Jr., Diane Durnin, Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak, Thomas J.
Perna (Chair) and Fred J. Ricciardi.
The Independent
Directors Committee is comprised of all of the Independent Directors. The Independent Directors Committee serves as the forum for consideration
of a number of issues required to be considered separately by the Independent Directors under the 1940 Act, including the assessment
and review of each fund’s advisory agreement and other related party contracts. The Independent Directors Committee also considers
issues that the Independent Directors believe it is advisable for them to consider separately from the Interested Directors.
Audit
Committee: Benjamin M. Friedman, Craig C. MacKay, Lorraine H. Monchak and Fred J. Ricciardi (Chair).
Each fund's
Audit Committee is comprised of only Independent Directors who are "independent" as defined in the applicable New York Stock
Exchange (“NYSE”) listing standards relating to closed-end funds. The Board of each fund has adopted a charter for the Audit
Committee. In accordance with its charter, the purposes of the Audit Committee are to:
| ● | Assist
the Board’s oversight and monitoring of: (i) the integrity of the fund's financial
statements; (ii) the fund's compliance with legal and regulatory requirements; (iii) the
independent registered public accounting firm's qualifications, performance and independence;
and (iv) the performance of the fund's internal audit function; and |
| ● | Prepare
the disclosure required by Item 407(d)(3)(i) of Regulation S-K to be included in the fund's
annual proxy statement and other filings. |
The Audit
Committee charter is available on Amundi US's website: amundi.com/US. You also can obtain a copy by
sending a written request to your fund at the address listed on this proxy statement. The information contained on Amundi US's website
is not part of, or incorporated by reference in, this proxy statement.
In addition,
the Audit Committee reviews the reports and other information provided to the Committee by Amundi US, as the valuation designee of the
Fund, and assists the Board in the oversight of Amundi US as the valuation designee of the funds.
Each fund's
Board has determined that the fund has at least one audit committee financial expert serving on its Audit Committee. Mr. Ricciardi, an
Independent Director, serves on each Audit Committee and has been determined to be an audit committee financial expert.
Audit
Committee Report
The Audit
Committee reports that it has (1) reviewed and discussed each fund's audited financial statements with management; (2) discussed with
the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company
Accounting Oversight Board and the SEC; and (3) received written disclosures and the letter from the independent registered public accounting
firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public
accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered
public accounting firm that firm's independence. Based upon the review and discussions referred to above, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included in the Annual Report for Pioneer Municipal High Income Advantage
Fund, Inc. for the fiscal year ended
March
31, 2024 and the Annual Reports for Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc.
for the fiscal year ended April 30, 2024.
The members
of each fund’s Audit Committee are:
Benjamin
M. Friedman
Craig
C. MacKay
Lorraine
H. Monchak
Fred
J. Ricciardi (Chair)
Governance
and Nominating Committee: John E. Baumgardner, Jr. (Chair), Diane Durnin, and Thomas J. Perna.
All members
of the Governance and Nominating Committee are independent under the applicable NYSE listing standards relating to closed-end funds,
and are not “interested persons,” as defined in the 1940 Act, of each fund. The Board of each fund has adopted a written
charter for the Governance and Nominating Committee, which is available on Amundi US's website: amundi.com/US.
You also can obtain a copy by sending a written request to your fund at the address listed on this proxy statement.
The Governance
and Nominating Committee considers governance matters affecting the Board and each fund. Among other responsibilities, the Governance
and Nominating Committee reviews the performance of the Independent Directors as a whole, and reviews and recommends to the Independent
Directors Committee any appropriate changes concerning, among other things, the size and composition of the Board, the Board’s
committee structure and the Independent Directors’ compensation. The Governance and Nominating Committee also makes recommendations
to the Independent Directors Committee or the Board on matters delegated to it.
In addition,
the Governance and Nominating Committee screens potential candidates for Independent Directors. Among other responsibilities, the Governance
and Nominating Committee reviews periodically the criteria for Independent Directors and the spectrum of desirable experience, expertise
and characteristics for Independent Directors as a whole, and reviews periodically the qualifications and requisite skills of persons
currently serving as Independent Directors and being considered for re-nomination. The Governance and Nominating Committee also reviews
the qualifications of any person nominated to serve on the Board by a stockholder or recommended by any Director, management or another
person and makes a recommendation as to the qualifications of such nominated or recommended person to the Independent Directors and the
Board, and reviews periodically the Committee’s procedure, if any, regarding candidates submitted by stockholders. The Governance
and Nominating Committee also strives to achieve diversity of the Board with respect to attributes such as race, ethnicity, gender, cultural
background and professional experience when reviewing candidates for any Board vacancies. The Directors who are not Independent Directors
and the officers of each fund are nominated and selected by the Board.
The Governance
and Nominating Committee does not have specific, minimum qualifications for nominees, nor has it established specific qualities or skills
that it regards as necessary for one or more of the Independent Directors to possess (other than qualities or skills that may be required
by applicable law or regulation). However, in evaluating a person as a potential nominee to serve as an Independent Director, the Governance
and Nominating Committee will consider the following general criteria and principles, among any others that it may deem relevant: (i)
the nominee’s reputation for integrity, honesty and adherence to high ethical standards; (ii) the nominee’s business acumen
and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the fund and whether the person
is willing and able to contribute positively to the decision-making process of the fund; (iii) the nominee’s commitment and ability
to devote the necessary time and energy to be an effective Independent Director, to understand the fund and the responsibilities of a
director of an investment company; (iv) the nominee’s ability to understand the sometimes conflicting interests of the fund and
the management company, and to act in the interests of the fund; (v) whether the nominee has, or appears to have, a conflict of interest
that would impair his or her ability to represent the interests of all stockholders and to fulfill the responsibilities of a director;
(vi) that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability
or any other basis proscribed by law; (vii) nominees should have, or be willing to acquire, an appreciation and understanding for the
oversight of publicly offered investment companies and the management, administration and distribution services provided by service providers
to the companies and their shareholders, and the regulatory context within which these activities are carried out; (viii) nominees should
have a collegial, collaborative approach: people who will work efficiently, effectively and in the spirit of candor and respect for fellow
board members and the staffs of the service providers; (ix) nominees should have the willingness and ability to serve on appropriate
committees, and contribute to and engage meaningfully in the deliberations thereof; and (x) nominees should be committed to diversity
and inclusion among Board members.
The Governance
and Nominating Committee also will consider whether the nominee has the experience or skills that the Governance and Nominating Committee
believes would maintain or enhance the effectiveness of the Independent Directors’ oversight of each fund’s affairs, based
on the then current composition and skills of the Independent Directors and experience or skills that may be appropriate in light of
changing business conditions and regulatory or other developments. The Governance and Nominating Committee does not necessarily place
the same emphasis on each criterion.
The Governance
and Nominating Committee does not have a formal procedure for the implementation, or for assessing the effectiveness, of its policy with
regard to the consideration of the value of diversity on the Board in reviewing potential nominees for Independent Director. However,
as noted above, in its periodic assessment of the effectiveness of the Board, the Board considers the complementary skills and experience
of individual Directors in the context of the Board’s overall composition so that the Board, as a body, possesses the appropriate
(and appropriately diverse) skills and experience to oversee the business of the funds. In addition, the Governance and Nominating Committee
charter provides that the Committee shall strive to achieve diversity of the Board with respect to attributes such as race, ethnicity,
gender, cultural background and professional experience when reviewing candidates for any Board vacancies, and further provides, as noted
above, that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability
or any other basis proscribed by law.
In the event
that a vacancy arises or a change in Board membership is determined to be advisable, the Governance and Nominating Committee will, in
addition to any stockholder recommendations, evaluate candidates identified by other means, including candidates proposed by Independent
Directors or management. While it has not done so in the past, the Governance and Nominating Committee may retain a consultant to assist
the committee in a search for a qualified candidate.
The Governance
and Nominating Committee will consider recommendations for board membership by stockholders. In evaluating a nominee recommended by a
stockholder, the Governance and Nominating Committee, in addition to the criteria discussed above, may consider the objectives of the
stockholder in submitting that nomination and whether such objectives are consistent with the interests of all stockholders. If the Board
determines to include a stockholder's candidate among the slate of Board nominees, the candidate's name will be placed on that fund's
proxy card.
As discussed
above, the Governance and Nominating Committee initiated the recommendation of each of the non-interested nominees to serve as an Independent
Director.
With respect
to the re-nomination of an existing Independent Director, the Governance and Nominating Committee and the Independent Directors Committee
use the criteria and the principles set forth above, as revised from time to time, to guide the selection process.
Stockholders
may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual
Director c/o the Secretary of the fund at the address on the notice of this annual meeting. The Secretary may determine not to forward
any communication to members of the Board that does not relate to the business of a fund.
Policy
Administration Committee: Thomas J. Perna (Chair), John E. Baumgardner, Jr., and Diane Durnin.
The Policy
Administration Committee, among other things, oversees and monitors each fund’s compliance with legal and regulatory requirements
that are not directly related to financial reporting, internal financial controls, independent audits or the performance of the fund’s
internal audit function. The Policy Administration Committee also oversees the adoption and implementation of certain of the funds’
policies and procedures.
Oversight
of Risk Management
Consistent
with its responsibility for oversight of each fund in the interests of stockholders, the Board has established a framework for the oversight
of various risks relating to the funds, including the oversight of the identification of risks and the management of certain identified
risks. The Board has delegated certain aspects of its risk oversight responsibilities to the committees, but relies primarily on Amundi
US and its affiliates for the identification and management or mitigation of risks relating to their management activities on behalf
of the funds, as well as to oversee and advise the Board on the risks that may arise relating to the activities of other fund service
providers.
Each fund
faces a number of risks, such as investment risk, counterparty risk, valuation risk, enterprise risk, reputational risk, cybersecurity
risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. The goal of risk management
is to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations,
stockholder services, investment performance or reputation of a fund.
Most of
the funds’ investment management and business operations are carried out by or through Amundi US, its affiliates, and other service
providers (such as the custodian and fund accounting agent and the transfer agent), each of which has an independent interest in risk
management but whose policies and the methods by which one or more risk management functions are carried out may differ from each fund’s
and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. Operational or
other failures, including cybersecurity failures, at any one or more of the funds’ service providers could have a material adverse
effect on a fund and its stockholders.
Under the
overall supervision of the Board or the applicable committee of the Board, each fund, or Amundi US and the affiliates of Amundi US, or
other service providers to each fund employ a variety of processes, procedures and controls in an effort to identify, address and mitigate
risks. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including
the funds’ and Amundi US’s chief compliance officer and Amundi US’s chief risk officer and director of internal audit,
as well as various personnel of Amundi US and of other service providers, make periodic reports to the applicable committee or to the
Board with respect to various aspects of risk management. The reports received by the Directors related to risks typically are summaries
of relevant information.
The Board
recognizes that not all risks that may affect a fund can be identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve each fund’s
goals, that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness, and that
some risks are simply beyond the control of the funds or Amundi US and its affiliates or other service providers. Because most of the
funds’ operations are carried out by various service providers, the Board’s oversight of the risk management processes of
those service providers, including processes to address cybersecurity and other operational failures, is inherently limited. As a result
of the foregoing and other factors, each fund’s ability to manage risk is subject to substantial limitations.
It is important
to note that each fund is designed for investors that are prepared to accept investment risk, including the possibility that as yet unforeseen
risks may emerge in the future.
The following
table indicates the value of shares that each Director or nominee beneficially owned in each fund and Pioneer Funds in the aggregate
as of May 31, 2024, the most recent practicable date prior to the filing of this Proxy Statement with the SEC. Beneficial ownership is
determined in accordance with SEC Rule 13d-3(d)(1). The share value of any closed-end Pioneer fund is based on its closing market price
on May 31, 2024. The share value of any open-end Pioneer fund is based on the net asset value of the class of shares on May 31, 2024.
The dollar ranges in this table are in accordance with SEC requirements.
| Name
of Directors or Nominees |
Dollar
Range of
Equity Securities
in each Fund |
Aggregate
Dollar Range
of Equity Securities in
All Pioneer Funds
Overseen or to be
Overseen by Directors
or Nominees |
INTERESTED
DIRECTORS or
NOMINEES |
|
|
| Lisa
M. Jones |
$01
$02
$03
|
Over
$100,000 |
| Marco
Pirondini* |
$01
$02
$03
|
Over
$100,000 |
INDEPENDENT
DIRECTORS or
NOMINEES |
| John
E. Baumgardner, Jr. |
$01
$02
$03
|
Over
$100,000 |
| Diane
Durnin |
$01
$02
$03
|
Over
$100,000 |
| Benjamin
M. Friedman |
$01
$02
$03
|
Over
$100,000 |
| Craig
C. MacKay |
$01
$02
$03
|
Over
$100,000 |
| Lorraine
H. Monchak |
$01
$02
$03
|
Over
$100,000 |
| Thomas
J. Perna |
$01
$02
Over $100,0003
|
Over
$100,000 |
| Fred
J. Ricciardi |
$01
$02
$03
|
Over
$100,000 |
1 Shares
held in Pioneer Municipal High Income Fund, Inc.
2 Shares
held in Pioneer Municipal High Income Advantage Fund, Inc.
3 Shares
held in Pioneer Municipal High Income Opportunities Fund, Inc.
* Mr. Pirondini
was elected as a Director on January 22, 2024.
As of December
31, 2023, the Directors, any nominee for election as a Director and the executive officers of each fund owned beneficially in the aggregate
less than 1% of the outstanding shares of each fund.
For each of
the funds, during the most recent fiscal year, none of the Independent Directors or any nominee for election as an Independent Director
engaged in the purchase or sale of securities of Amundi US, Amundi, Amundi US, Inc. or any other entity in a control relationship to
Amundi US or Amundi Distributor US, Inc.
Material
Relationships of the Independent Directors
Mr.
Baumgardner, an Independent Director, is Of Counsel to Sullivan & Cromwell LLP, which acts as independent counsel to the Independent
Directors of all of the Pioneer Funds. The aggregate compensation paid to Sullivan & Cromwell LLP by the Pioneer Funds was approximately
$404,966 and $660,871 in each of 2022 and 2023.
Executive
Officers of the Funds
In addition
to Ms. Jones, who serves as the President and Chief Executive Officer of each fund, and Mr. Pirondini, who serves as the Executive Vice
President of each fund, the following table provides information with respect to the other executive officers of the funds. Each executive
officer is elected by the Board and serves until his or her successor is duly elected and qualifies or until his or her resignation or
removal by the Board. Each of the executive officers of the funds is an employee of Amundi US and none of the executive officers are
employees of the funds. The business address of all officers of the funds is 60 State Street, Boston, Massachusetts 02109.
| Name,
age and position with each fund |
Principal
occupation(s) |
| |
|
Christopher J. Kelley
(59)
Secretary and Chief Legal Officer |
Senior Vice President and Deputy
General Counsel of Amundi US since March 2024; Vice President and Associate General Counsel of Amundi US from January 2008 to March
2024; Secretary and Chief Legal Officer of all of the Pioneer Funds since June 2010; Assistant Secretary of all of the Pioneer Funds
from September 2003 to May 2010; Vice President and Senior Counsel of Amundi US from July 2002 to December 2007 |
Thomas Reyes (61)
Assistant Secretary |
Associate General Counsel of
Amundi US since March 2023; Assistant Secretary of all the Pioneer Funds since June 2010; Assistant General Counsel of Amundi US
from May 2013 to March 2023 and Counsel of Amundi US from June 2007 to May 2013 |
Heather L. Melito-Dezan
(47)
Assistant Secretary |
Director
- Trustee and Board Relationships of Amundi US since September 2019; Assistant Secretary of Amundi US, Inc. since July 2020: Assistant
Secretary of Amundi Asset Management US, Inc. since July 2020: Assistant Secretary of Amundi Distributor US, Inc. since July 2020;
Assistant Secretary of all the Pioneer Funds since September 2022; Private practice from 2017 – 2019 |
Anthony J. Koenig, Jr. (58)
Treasurer and Chief Financial and Accounting Officer |
Managing
Director, Chief Operations Officer and Fund Treasurer of Amundi US since May 2021; Treasurer of all of the Pioneer Funds since 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 (58)
Assistant Treasurer |
Director – Fund Treasury
of Amundi US since 1999; and Assistant Treasurer of all of the Pioneer Funds since 1999 |
Gary Sullivan (65)
Assistant Treasurer |
Senior Manager – Fund
Treasury of Amundi US since 2012; and Assistant Treasurer of all of the Pioneer Funds since 2002 |
Antonio Furtado (41)
Assistant Treasurer |
Fund Oversight Manager –
Fund Treasury of Amundi US since 2020; Assistant Treasurer of all of the Pioneer Funds since 2020; and Senior Fund Treasury Analyst
from 2012 - 2020 |
Michael Melnick (53)
Assistant Treasurer |
Vice President
- Deputy Fund Treasurer of Amundi US since May 2021; Assistant Treasurer of all of the Pioneer Funds since July 2021; Director of
Regulatory Reporting of Amundi US from 2001 – 2021; and Director of Tax of Amundi US from 2000 - 2001 |
John Malone (53)
Chief Compliance Officer |
Managing
Director, Chief Compliance Officer of Amundi US Asset Management; Amundi Asset Management US, Inc.; and the Pioneer Funds since September
2018; Chief Compliance Officer of Amundi Distributor US, Inc. since January 2014 |
Brandon
Austin (52)
Anti-Money Laundering Officer |
Director,
Financial Security – Amundi Asset Management; Anti-Money Laundering Officer of all the Pioneer Funds since March 2022; Director
of Financial Security of Amundi US since July 2021; Vice President, Head of BSA, AML and OFAC, Deputy Compliance Manager, Crédit
Agricole Indosuez Wealth Management (investment management firm) (2013 – 2021) |
Compensation
of Directors and Executive Officers
The Independent
Directors review and set their compensation annually, taking into consideration the committee and other responsibilities assigned to
specific Directors and attendance at meetings. The compensation paid to the Directors is then allocated among the funds as follows:
| • | each
fund with assets less than $250 million pays each Independent Directors an annual fee of
$1,000. |
| • | the
remaining compensation of the Independent Directors is allocated to each fund with assets
greater than $250 million based on the fund’s net assets. |
| • | the
Interested Directors receive an annual fee of $500 from each fund, except in the case of
funds with net assets of $50 million or less, which pay each Interested Directors an annual
fee of $200. Amundi US reimburses these funds for the fees paid to the Interested Directors. |
Each
fund does not pay any salary or other compensation to its executive officers, none of whom are employees of the funds. Amundi US or its
affiliates compensate the funds’ executive officers, who are also officers or employees of Amundi US or its affiliates. The funds
pay a portion of the chief compliance officer’s compensation for his services as the funds’ chief compliance officer. Amundi
US pays the remaining portion of the chief compliance officer’s compensation.
No
Director has pension or retirement benefits accrued as a part of fund expenses.
The
following table sets forth certain information with respect to the compensation paid to the Directors/nominees by each fund and by all
funds in the Fund Complex for the fund’s most recent fiscal year.†
| Name
of Director |
Pioneer
Municipal High Income Advantage Fund, Inc. |
Pioneer
Municipal High Income Fund, Inc.
|
Pioneer
Municipal High Income Opportunities Fund, Inc. |
Total
Compensation
from the Funds and
Other Pioneer Funds1 |
| Interested
Directors: |
|
|
|
|
| Lisa
M. Jones |
$0.00 |
$0.00 |
$0.00 |
$0.00 |
| Marco
Pirondini2 |
$0.00 |
$0.00 |
$0.00 |
$0.00 |
| Kenneth
J. Taubes3 |
$0.00 |
$0.00 |
$0.00 |
$0.00 |
| Independent
Directors: |
|
|
|
|
| John
E. Baumgardner, Jr. |
$1,609.95 |
$1,565.31 |
$1,000.00 |
$312,100.00 |
| Diane
Durnin |
$1,582.03 |
$1,539.38 |
$1,000.00 |
$299,762.00 |
| Craig
C. MacKay |
$1,567.07 |
$1,601.57 |
$1,000.00 |
$294,177.00 |
| Benjamin
M. Friedman |
$1,650.84 |
$1,523.80 |
$1,000.00 |
$331,190.00 |
| Lorraine
H. Monchak |
$1,662.52 |
$1,612.42 |
$1,000.00 |
$336,353.00 |
| Thomas
J. Perna |
$1,805.08 |
$1,745.22 |
$1,000.00 |
$402,100.00 |
| Fred
J. Ricciardi |
$1,660.34 |
$1,611.92 |
$1,000.00 |
$330,853.00 |
†
The most recent fiscal year end for Pioneer Municipal High Income Advantage Fund, Inc. is March 31, 2024, and the most recent fiscal
year end for each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund, Inc. is April 30,
2024.
1
As of the fiscal years ended March 31, 2024 and April 30, 2024, there were 46 U.S. registered funds in the Pioneer Funds.
2
Mr. Pirondini was elected as a Director of the fund on January 22, 2024.
3
Mr. Taubes retired as a Director of the Pioneer Funds effective January 1, 2024.
Investment
Adviser and Administrator
Amundi US,
whose executive offices are located at 60 State Street, Boston, Massachusetts 02109, serves as investment adviser and administrator to
each fund.
Amundi US
is an indirect, wholly owned subsidiary of Amundi and Amundi’s wholly owned subsidiary, Amundi Holdings US, Inc. Amundi, one of
the world’s largest asset managers, is headquartered in Paris, France. As of March 31, 2024, Amundi had more than $2.2 trillion
in assets under management worldwide. As of March 31, 2024, Amundi US (and its U.S. affiliates) had over $104 billion in assets under
management.
Required
Stockholder Vote
In accordance
with the Bylaws for each of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc., the holders
of Common Stock and Preferred Stock of the fund will vote on the respective nominees designated to be elected by such class of shares.
A majority
of all of the votes entitled to be cast at a meeting of stockholders duly called and at which a quorum is present, with the holders of
Common Stock and Preferred Stock voting together as a single class, is required to elect each nominee designated to be elected by the
holders of Common Stock and Preferred Stock for Director.
| - | Mr.
Perna, and Mr. Ricciardi are the Board’s nominees for election by the holders of Common
Stock and Preferred Stock of the fund, voting together as a single class, as Class III Directors
of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund,
Inc. |
A majority
of all of the votes of the outstanding Preferred Stock is required to elect each nominee designated to be elected by the holders of Preferred
Stock of the fund.
| - | Mr.
MacKay is the Board’s nominee for election by the holders of Preferred Stock only as
a Class III Director of Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High
Income Advantage Fund, Inc. |
In accordance
with the Bylaws for Pioneer Municipal High Income Opportunities Fund, Inc., a majority of all of the votes entitled to be cast at a meeting
of stockholders duly called and at which a quorum is present is required to elect each nominee for Director.
| - | Mr.
MacKay, Mr. Perna and Mr. Ricciardi are the Board’s nominees for election by the holders
of Common Stock as Class III Directors of Pioneer Municipal High Income Opportunities Fund,
Inc.; and Ms. Durnin is the Board’s nominee for election by the holders of Common Stock
as a Class II Director of Pioneer Municipal High Income Opportunities Fund, Inc. |
Board
Recommendation
For the reasons
set forth above, the Directors of your fund unanimously recommend that stockholders vote on the WHITE proxy card FOR each of Mr. MacKay,
Mr. Perna, Mr. Ricciardi and Ms. Durnin. Please do not return or vote any other color proxy card you may receive.
AUDITOR
INFORMATION
Each fund’s
Board, with the approval and recommendation of the Audit Committee, has selected Deloitte & Touche LLP to serve as the independent
registered public accounting firm for the fund’s current fiscal year. Deloitte & Touche LLP, in accordance with Independence
Standards Board Standard No. 1 (ISB No. 1), confirmed to the Audit Committee that it is an independent registered public accounting firm
with respect to the funds. Deloitte & Touche LLP replaced Ernst & Young LLP. . Ernst & Young LLP resigned as each fund’s
independent registered public accounting firm, effective March 25, 2024. Ernst & Young LLP served as the independent registered public
accounting firm for Pioneer Municipal High Income Advantage Fund, Inc. for the fiscal year ended March 31, 2023, Pioneer Municipal High
Income Fund, Inc. for the fiscal year ended April 30, 2023, and Pioneer Municipal High Income Opportunities Fund, Inc. for the fiscal
year ended April 30, 2023. Deloitte & Touche LLP served as the independent registered public accounting firm for Pioneer Municipal
High Income Advantage Fund, Inc. for the fiscal year ended March 31, 2024, Pioneer Municipal High Income Fund, Inc. for the fiscal year
ended April 30, 2024, and Pioneer Municipal High Income Opportunities Fund, Inc. for the fiscal year ended April 30, 2024.
During the
periods that Ernst & Young LLP served as each fund’s independent registered public accounting firm, including each fund’s
two most recent fiscal years, Ernst & Young 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. During
the periods that Ernst & Young LLP served as each fund’s independent registered public accounting firm, including each fund’s
two most recent fiscal years, there were no disagreements with Ernst & Young LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst &
Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreement in connection with its
reports on the financial statements for such periods. In addition, there have been no reportable events related to the funds, as that
term is defined in Item 304 (a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934.
Audit Fees
The following
are aggregate fees billed for professional services rendered by Deloitte & Touche LLP for the most recently completed fiscal year
and Ernst & Young LLP for the prior fiscal year for its audit of each fund's annual financial statements and fees related to services
that are normally provided by Deloitte & Touche LLP and Ernst & Young LLP in connection with statutory and regulatory filings
for the two most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant to Regulation
S-X.
| |
For
the fiscal year
ended 3/31/2024 |
For
the fiscal year
ended 3/31/2023 |
| Pioneer
Municipal High Income Advantage Fund, Inc. |
$47,300.00 |
$45,505.00 |
| |
For
the fiscal year
ended 4/30/2024 |
For
the fiscal year
ended 4/30/2023 |
| Pioneer
Municipal High Income Fund, Inc. |
$47,300.00 |
$45,505.00 |
| Pioneer
Municipal High Income Opportunities Fund, Inc. |
$47,000.00 |
$45,150.00 |
Audit-Related
Fees
The following
are aggregate audit-related fees billed for assurance and related services by Deloitte & Touche LLP and Ernst & Young LLP to
each fund that are related to agreed upon procedures related to the ratings of each fund’s Preferred Stock (if any) for the two
most recent fiscal years. All of these services were pre-approved by the Audit Committee of each fund pursuant to Regulation S-X.
| |
For
the fiscal year
ended 3/31/2024 |
For
the fiscal year
ended 3/31/2023 |
| Pioneer
Municipal High Income Advantage Fund, Inc. |
$0.00 |
$2,337.20 |
| |
For
the fiscal year
ended 4/30/2024 |
For
the fiscal year
ended 4/30/2023 |
| Pioneer
Municipal High Income Fund, Inc. |
$0.00 |
$2,279.89 |
| Pioneer
Municipal High Income Opportunities Fund, Inc. |
$0.00 |
$2,042.20 |
Tax Fees
The following
are aggregate fees billed for professional services, primarily for tax returns, rendered by Deloitte & Touche LLP and Ernst &
Young LLP for tax compliance, tax advice and tax planning to each fund for the two most recent fiscal years. All of these services were
pre-approved by the Audit Committee of each fund pursuant to Regulation S-X.
| |
For
the fiscal year
ended 3/31/2024 |
For
the fiscal year
ended 3/31/2023 |
| Pioneer
Municipal High Income Advantage Fund, Inc. |
$10,500.00 |
$10,105.00 |
| |
For
the fiscal year
ended 4/30/2024 |
For
the fiscal year
ended 4/30/2023 |
| Pioneer
Municipal High Income Fund, Inc. |
$10,500.00 |
$10,105.00 |
| Pioneer
Municipal High Income Opportunities Fund, Inc. |
$10,500.00 |
$10,105.00 |
All Other
Fees
There were
no fees billed for other services rendered by Deloitte & Touche LLP or Ernst & Young LLP to the funds.
Affiliates’
Fees for Non-Audit Services Required to be Pre-Approved
Each fund’s
Audit Committee is required to pre-approve services to affiliates as defined by SEC rules to the extent that the services relate directly
to the operations or financial reporting of the fund. Affiliates include the fund’s investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that provides ongoing services to the fund (hereinafter referred to
as “affiliates” of the fund). For the fiscal years ended March 31, 2024 and 2023, for Pioneer Municipal High Income Advantage
Fund, Inc., there were no services provided to an affiliate that required the fund’s Audit Committee pre-approval. For the fiscal
years ended April 30, 2024 and 2023, for Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Opportunities Fund,
Inc., there were no services provided to an affiliate that required the fund’s Audit Committee pre-approval.
General
Audit Committee Approval Policy
| • | For
all projects, each of the officers of the funds and the funds’ independent registered
public accounting firm will make an assessment to determine that any proposed projects will
not impair independence. |
| • | Potential
services will be classified into the four non-restricted service categories and the “Approval
of Audit, Audit-Related, Tax and Other Services” Policy will be applied. Any services
outside the specific pre-approved service subcategories set forth above must specifically
be approved by each fund’s Audit Committee. |
| • | At
least quarterly, each fund’s Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the independent registered public
accounting firm as set forth in the above policy. |
The charter
of each Audit Committee requires that the Audit Committee shall approve (a) all audit and non-audit services to be provided to each fund
and (b) all non-audit services to be provided by the fund’s independent public accounting firm to Amundi US and any entity controlling,
controlled by or under common control with the investment adviser that provides ongoing services to the fund (“Covered Service
Providers”) if the engagement relates directly to the operations and financial reporting of the fund. The Audit Committee may delegate,
to the extent permitted by law, pre-approval responsibilities to one or more members of the Audit Committee who shall report to the full
Audit Committee.
The Audit
Committee may not approve non-audit services that the Audit Committee believes may impair the independence of the independent registered
public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited
services as described below provided to the fund by the independent registered public accounting firm, other than those provided to a
fund in connection with an audit or a review of the financial statements of the fund. Permissible non-audit services may not include
(a) bookkeeping or other services related to the accounting records or financial statements of the fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services;
(e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment
banking services; (h) legal services and
expert services
unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval
by each fund’s Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all
such permissible non-audit services provided to a fund, Amundi US and any Covered Service Provider constitutes not more than 5% of the
total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit
services are provided to (i) the fund, (ii) Amundi US and (iii) any Covered Service Provider during the fiscal year in which services
are provided that would not have to be approved by the Audit Committee; (b) the permissible non-audit services were not recognized by
the fund at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit
Committee and approved by the Audit Committee (or its delegate(s)) prior to completion of the audit.
Aggregate
Non-Audit Fees
The aggregate
non-audit fees billed by Deloitte & Touche LLP and Ernst & Young LLP for services rendered to each fund and its affiliates, as
previously defined, were as follows.
| |
For
the fiscal year
ended 3/31/2024 |
For
the fiscal year
ended 3/31/2023 |
| Pioneer
Municipal High Income Advantage Fund, Inc. |
$0.00 |
$0.00 |
| |
For
the fiscal year
ended 4/30/2024 |
For
the fiscal year
ended 4/30/2023 |
| Pioneer
Municipal High Income Fund, Inc. |
$0.00 |
$0.00 |
| Pioneer
Municipal High Income Opportunities Fund, Inc. |
$0.00 |
$0.00 |
The Audit
Committee of the Board of each fund has considered whether the provision of services, other than audit services, by Deloitte & Touche
LLP to each fund and its affiliates is compatible with maintaining Deloitte & Touche LLP’s independence in performing audit
services.
Representatives
of Deloitte & Touche LLP will be available at the annual meeting, will have the opportunity to make a statement should they desire
to do so, and will be available to answer questions.
INFORMATION
CONCERNING THE MEETINGS
Outstanding
Shares and Quorum
As
of the record date, August 9, 2024, the following shares of Common Stock and Preferred Stock were outstanding for each fund:
| |
Common
Stock |
Preferred
Stock |
| Pioneer Municipal
High Income Advantage Fund, Inc. |
23,914,439 |
Variable
Rate MuniFund Term Preferred Shares Series 2021 |
500 |
| Pioneer Municipal High Income
Fund, Inc. |
22,771,349 |
Variable
Rate MuniFund Term Preferred Shares Series 2021 |
500 |
| Pioneer Municipal High Income
Opportunities Fund, Inc. |
16,885,273 |
None |
Only
stockholders of record as of the close of business on the record date are entitled to notice of and to vote at the annual meeting. With
respect to matters to be voted on by the holders of Common Stock and Preferred Stock of a fund voting together as a single class, the
presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the annual meeting (without
regard to class) on such matters shall constitute a quorum for the transaction of business on such matters. With respect to matters to
be voted on by the Preferred Stock of a fund voting as a separate class (if any), the presence in person or by proxy of stockholders
entitled to cast a majority of the votes entitled to be cast at the annual meeting by holders of stock of such class on such matters
shall constitute a quorum for the transaction of business on such matters.
Ownership
of Shares of the Funds
Pioneer
Municipal High Income Advantage Fund, Inc.
To
the best of the fund’s knowledge, as of August 9, 2024, Cede & Co., a nominee for participants in the Depository Trust Company,
P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record [ ] shares, equal to approximately [ ]% 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 |
Saba
Capital Management, L.P.
Boaz R. Weinstein
Saba Capital
Management GP, LLC
405 Lexington
Avenue, 58th Floor
New York,
New York 10174 |
Common |
3,103,620 |
12.98%
(1) |
| (1) | Based
on an Update and Supplement to Shareholder Notice of Intent to Nominate a Person for Election
provided to the Fund by Saba Capital Master Fund, Ltd. on August 8, 2024, and Form 4 filed
by Saba Capital Management, L.P. and Boaz R. Weinstein on August 8, 2024. |
To
the best of the fund’s knowledge, as of August 9, 2024, Bank of America Corporation, 100
North Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation,
214 North Tryon Street, Charlotte, North Carolina 28255, held of record 500 shares, equal to 100% of the fund’s outstanding
Variable Rate MuniFund Term Preferred Shares Series 2021.
Pioneer
Municipal High Income Fund, Inc.
To
the best of the fund’s knowledge, as of August 9, 2024, Cede & Co., a nominee for participants in the Depository Trust Company,
P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record [ ] shares, equal to approximately [ ]% 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 |
Saba
Capital Management, L.P.
Boaz R. Weinstein
Saba Capital
Management GP, LLC
405 Lexington
Avenue, 58th Floor
New York,
New York 10174 |
Common |
3,579,043 |
15.72%
(1) |
Sit
Investment Associates, Inc.
3300 IDS Center
80 South Eighth
Street
Minneapolis,
MN 55402 |
Common |
1,371,346 |
6.02%
(2) |
Pathstone
Family Office, LLC
Pathstone
Holdings, LLC
10 Sterling
Boulevard, Suite 402
Englewood,
NJ 07631 |
Common
|
1,171,522
|
5.14%
(3)
|
| (1) | Based
on an Update and Supplement to Shareholder Notice of Intent to Nominate a Person for Election
provided to the Fund by Saba Capital Master Fund, Ltd. on August 8, 2024, and Form 4 filed
by Saba Capital Management, L.P. and Boaz R. Weinstein on August 8, 2024. |
| (2) | Based
on Schedule 13G filed by Sit Investment Associates, Inc. on February 13, 2024. |
| (3) | Based
on Form 13F filed by Pathstone Holdings, LLC on February 14, 2024. |
To the best
of the fund’s knowledge, as of August 9, 2024, Bank of America Corporation, 100 North
Tryon Street, Charlotte, North Carolina 28255 and Banc of America Preferred Funding Corporation,
214 North Tryon Street, Charlotte, North Carolina 28255, held of record 500 shares, equal to 100% of the fund’s outstanding
Variable Rate MuniFund Term Preferred Shares Series 2021.
Pioneer
Municipal High Income Opportunities Fund, Inc.
To
the best of the fund’s knowledge, as of August 9, 2024, Cede & Co., a nominee for participants in the Depository Trust Company,
P.O. Box 20, Bowling Green Station, New York, NY 10004, held of record [ ] shares equal to approximately [ ]% 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 |
Sit
Investment Associates, Inc.
3300 IDS Center
80 South Eighth
Street
Minneapolis,
MN 55402 |
Common |
1,846,415 |
10.94%
(1)
|
Saba
Capital Management, L.P.
Boaz R. Weinstein
Saba Capital
Management GP, LLC
405 Lexington
Avenue, 58th Floor
New York,
New York 10174 |
Common |
1,790,105 |
10.60%
(2) |
| (1) | Based
on Form 13F filed by Sit Investment Associates, Inc. on February 13, 2024. |
| (2) | Based
on an Update and Supplement to Shareholder Notice of Intent to Nominate a Person for Election
provided to the Fund by Saba Capital Master Fund, Ltd. on August 8, 2024, and Form 4 filed
by Saba Capital Management, L.P. and Boaz R. Weinstein on August 8, 2024. |
Stockholder
Proposals
Under Rule
14a-8 of the Exchange Act (relating to stockholder proposals), any stockholder proposal that may properly be included in your fund's
proxy statement for the 2025 annual meeting, must be received by the Secretary of the fund at the fund's principal office at 60 State
Street, Boston, Massachusetts 02109 at least 120 calendar days prior to the anniversary of the date the fund's proxy statement for the
2024 annual meeting was released to its stockholders, or on or before [ ], 2025. A proposal or nomination that is not to be included
in a fund's proxy statement may be made at the 2025 annual meeting for such fund only if it is received by the Secretary of the fund
at the fund's principal office at 60 State Street, Boston, Massachusetts 02109 not earlier than 150 days (i.e., [ ], 2025)
and not later than 5:00 p.m., Eastern Time, 120 days (i.e., [ ], 2025) before the anniversary of the date of the fund's proxy
materials for the 2024 annual meeting provided, however, that in the event that the date of
the 2025
annual meeting for a fund is advanced or delayed by more than thirty (30) days from the anniversary date of the 2024 annual meeting,
notice by a stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of the 2025 annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2025 annual meeting, as originally
convened, or the 10th day following the day on which public announcement of the date of such annual meeting is first made by the fund.
The funds’ Bylaws require that certain information must be provided by the stockholder to the fund when notice of a nominee for
election as a Director or proposal is submitted to the fund.
The
submission by a stockholder of a proposal for inclusion in a proxy statement does not guarantee that it will be included. Each of
Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc. and Pioneer Municipal High Income
Opportunities Fund, Inc. currently expect to hold the next annual stockholders' meeting on or about October 2, 2025, which date is
subject to change. Stockholder proposals are subject to certain regulations under the federal securities laws.
Proxies,
Quorum and Voting at the Annual Meeting
Stockholders
who execute proxies or provide voting instructions by telephone or the Internet generally have the power to revoke them at any time before
a vote is taken on a proposal by executing a superseding proxy or by submitting a notice of revocation to the Secretary of the fund.
In addition, although mere attendance at the meeting will not revoke a proxy, a stockholder present at the meeting may withdraw his or
her proxy and vote at the meeting. All shares represented by properly executed and unrevoked proxies received in time for the meeting
will be voted in accordance with the instructions contained in the proxies. If no instruction is given, the persons named as proxies
will vote the shares represented thereby for the election of each of the Board’s nominees for election as a Director, as described
above, and will vote in their discretion in connection with the transaction of such other business as may properly come before the meeting
or any postponements or adjournments thereof.
Only stockholders
of record as of the close of business on the record date are entitled to notice of and to vote at the meeting.
For each of
Pioneer Municipal High Income Fund, Inc. and Pioneer Municipal High Income Advantage Fund, Inc.: with respect to matters to be voted
on by the holders of Common Stock and Preferred Stock of a fund voting together as a single class, the presence in person or by proxy
of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting (without regard to class) on such matters
shall constitute a quorum for the transaction of business on such matters; with respect to matters to be voted on by the Preferred Stock
of a fund voting as a separate class (if any), the presence in person or by proxy of stockholders entitled to cast a majority of the
votes entitled to be cast at the meeting by holders of stock of such class on such matters shall constitute a quorum for the transaction
of business on such matters.
For Pioneer
Municipal High Income Opportunities Fund, Inc.: the presence in person or by proxy of stockholders entitled to cast a majority of the
votes entitled to be cast at the meeting by holders of stock of such fund shall constitute a quorum for the transaction of business at
the meeting.
An inspector
of elections appointed for the meeting will determine whether a quorum is present and will tabulate votes cast at the meeting. If a quorum
is not present, we expect to adjourn the annual meeting until we obtain a quorum.
Abstentions
and “broker non-votes,” if any, will be treated as present for purposes of determining a quorum. “Broker non-votes”
occur when a broker or nominee holding shares in "street name" does not vote on a proposal because the broker or nominee does
not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If your shares
are held in the name of a brokerage firm, and the brokerage firm has not received voting instructions from the beneficial owner of the
shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal unless it is a “routine”
matter. If Saba Capital files definitive proxy materials to contest the election of the fund’s Director nominees and mails such
materials to you, then, pursuant to the rules of the NYSE which provide that there can be no routine proposals at a meeting that is the
subject of a contested solicitation, none of the matters to be voted on at the annual meeting will be deemed “routine” matters.
Accordingly, brokers will not be permitted to vote your shares at the annual meeting with respect to the election of nominees without
your instructions as to how to vote. Please instruct your broker how to vote your shares using the voting instruction form provided by
your broker. Since it is not expected that any of the proposals being presented at the annual meeting will be routine, it is not expected
that there will be any broker non-votes at the annual meeting. Accordingly, the funds do not anticipate that there will be any broker
non-votes included in the
calculation
of the number of shares represented at the annual meeting for purposes of determining whether a quorum has been achieved.
On any matter
submitted to a vote of stockholders each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and
each fractional share shall be entitled to a proportionate fractional vote.
Stockholders may
not cumulate votes for Director nominees. The last proxy card submitted by a stockholder will be counted. Stockholders do not have rights
of appraisal or similar rights of dissenters in connection with the election of Directors.
As discussed more
fully under Proposal 1 above, nominees must be elected by a majority of all the votes entitled to be cast at a meeting of stockholders
duly called and at which a quorum is present. Because the required vote for Proposal 1 is based on the number of votes the fund’s
stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting
instructions to your broker, bank or other nominee), abstentions and “broker non-votes” (if any) will have the same effect
as voting “AGAINST” the election of the directors.
As previously
disclosed, the Board of Directors of each fund has adopted a resolution to opt in to the provisions of the Maryland Control Share Acquisition
Act (“MCSAA”). Generally, the MCSAA provides that a holder of “control shares” (as defined in the MCSAA) of a
Maryland corporation (e.g., a fund) acquired in a “control share acquisition” (as defined in the MCSAA) will not be entitled
to vote its control shares unless the other stockholders of the corporation reinstate those voting rights. Generally, “control
shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to
exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors.
There can be no assurance that the MCSAA will be enforceable with respect to the funds.
Adjournments
The annual
meeting with respect to one or more funds may, by action of the chair of the meeting and without any action by stockholders, be adjourned
from time to time with respect to one or more matters to be considered at the annual meeting to a later date and time and at a place
announced at the annual meeting, whether or not a quorum is present with respect to such matter, and the meeting may be held as adjourned
without further notice other than announcement at the meeting, provided that the new meeting date is not more than 120 days from the
original record date. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the meeting,
a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the meeting is
adjourned with respect to any other proposal. The meeting may be postponed prior to the meeting. If the annual meeting with respect to
a fund is postponed, that fund will give notice of the postponed meeting to stockholders.
Method
of Solicitation and Expenses
The cost of
preparing, printing and mailing the enclosed proxy statement, accompanying Notice of Annual Meeting of Stockholders and the accompanying
proxy card for each fund will be borne by that fund. In addition to soliciting proxies by mail, Amundi US may, at the funds’ expense,
have one or more of the funds’ officers, representatives or compensated third-party agents, including Amundi US and Amundi Distributor
US, Inc., aid in the solicitation of proxies by telephone, facsimile, electronic mail, text message, internet, and other electronic means
and by personal solicitation and may request brokerage houses and other custodians, nominees and fiduciaries to forward proxy soliciting
material to the beneficial owners of the shares held of record by such persons.
Each fund
has retained EQ Fund Solutions LLC to provide solicitation and advisory services in connection with this solicitation. As a result of
the potential proxy solicitation by Saba Capital, the funds may incur additional costs in connection with the solicitation of proxies.
Although no precise estimate can be made at the present time, it is currently estimated that the funds’ aggregate out-of-pocket
expenses, including those of EQ Fund Solutions LLC, related to this proxy solicitation, in excess of those normally spent for an annual meeting and as
a result of the potential proxy contest by Saba Capital and excluding base annual retainers and meeting fees of our Directors, are currently
estimated to be approximately $1,400,000. These solicitation costs are expected to include the fees payable to our proxy solicitor; fees
of outside counsel and advisers to advise us in connection with a contested solicitation of proxies; increased costs related to investor
relations; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing
costs, mailing costs and the reimbursement of reasonable expenses of
banks, brokerage
houses and other agents incurred in forwarding solicitation materials to beneficial owners of each fund’s shares, as described
above; and the costs of retaining an independent inspector of election.
As noted above,
EQ Fund Solutions LLC will also assist the Board in the solicitation of proxies. EQ Fund Solutions LLC will solicit proxies from individuals,
brokers, banks, bank nominees, and other institutional holders. EQ Fund Solutions LLC anticipates that approximately [ ] of its employees
and/or other persons will be involved in soliciting the funds’ stockholders. EQ Fund Solutions LLC does not believe that any of
its owners, managers, officers, employees, affiliates, or controlling persons, if any, is a “participant” in this proxy solicitation.
Stockholders
may also be solicited by advertisements in periodicals, press releases issued by the funds, letters from the funds to stockholders, postings
on the funds’ website and/or other websites, including, without limitation, social media websites. Unless expressly indicated otherwise,
information contained on the funds’ website is not part of this Proxy Statement. In addition, none of the information on the other
websites listed in this Proxy Statement is part of this Proxy Statement. These website addresses are intended to be inactive textual
references only.
Appendix A
sets forth information relating to those persons, including the Board’s nominees, the Directors who are not nominees, the funds’
executive officers, and officers and employees of Amundi US, who are considered “participants” in the funds’ solicitation
under the rules of the SEC by reason of their position as Directors and/or nominees of the funds or because they may solicit proxies
on behalf of the funds.
Each fund
may also arrange to have votes recorded by telephone, the internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate stockholders' identities, to allow stockholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their instructions have been properly recorded. In the case of telephone
voting, stockholders would be called at the phone number the transfer agent, Equiniti Trust Company, has in its records for their accounts,
and would be asked for their Social Security number or other identifying information. The stockholders would then be given an opportunity
to authorize proxies to vote their shares at the meeting in accordance with their instructions. In the case of automated telephone and
internet voting, stockholders would be required to provide their Social Security number or other identifying information and would receive
a confirmation of their instructions.
Persons
holding shares as nominees will be reimbursed by the fund, upon request, for the reasonable expenses of mailing soliciting materials
to the principals of the accounts.
OTHER
MATTERS
Except as
disclosed in this Proxy Statement, the Board knows of no other matters to be presented for stockholder action at the annual meeting.
However, if other matters do properly come before the annual meeting or any adjournments or postponements thereof, the Board intends
that the persons named as proxy holders on the Board’s WHITE proxy card will vote upon such matters in their discretion,
subject to compliance with Rule 14a-4(c) of the Exchange Act.
| BY ORDER OF THE BOARD OF DIRECTORS |
| |
| /s/ Christopher
J. Kelley |
| Christopher J. Kelley |
| Chief Legal Officer and Secretary |
August [ ],
2024
IMPORTANT!
PLEASE SIGN, DATE, AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY!
WE
URGE YOU NOT TO SIGN ANY PROXY CARD OR
VOTING
INSTRUCTION FORM SENT TO YOU BY SABA CAPITAL
OR
ANY PERSON OTHER THAN THE FUND
Remember,
you can vote your shares by telephone or via the Internet. Please follow the
easy instructions on the enclosed WHITE proxy card.
If
you have any questions or need assistance in voting
your shares, please contact our proxy solicitor:
EQ
Fund Solutions LLC, toll free at (800) 591-6309.
|
APPENDIX
A
SUPPLEMENTAL
INFORMATION CONCERNING PARTICIPANTS
Set forth
below (or cross-referenced to the section of the Proxy Statement where the information can be found) are (i) the name, present principal
occupation, and business address of each of the Board’s nominees, each of whom is a Director, (ii) the name, present principal
occupation, and business address of each of the Directors, and (iii) the name, present principal occupation, and business address of
certain individuals who, under SEC rules, are considered to be “participants” in each fund’s solicitation of proxies
from its stockholders in connection with the annual meeting (collectively, the “Participants”).
Directors
and Nominees
Each of
the Board’s nominees are currently Directors of each fund. The names and principal occupations of the Directors are included in
the Proxy Statement under the section titled “Proposal No. 1 Election of Directors - Information Regarding the Board’s Nominees
and Directors.” The business address for each of the funds’ Directors is: c/o Pioneer Funds, 60 State Street, Boston, MA
02109.
Other
Participants
The names
and principal occupations of the other individuals who may be considered “Participants” if any such persons solicit proxies
are set forth below. The business address for each such person is: c/o Pioneer Funds, 60 State Street, Boston, MA 02109.
| Name |
|
Principal
Occupation |
Lisa M.
Jones
Director,
President and Chief Executive Officer of each fund |
|
Director,
CEO and President of Amundi US, Inc. (investment management firm) (since September 2014); Director, CEO and President of Amundi
Asset Management US, Inc. (since September 2014); Director, CEO and President of Amundi Distributor US, Inc. (since September
2014); Director, CEO and President of Amundi Asset Management US, Inc. (since September 2014); Chair, Amundi US, Inc., Amundi
Distributor US, Inc. and Amundi Asset Management US, Inc. (September 2014 – 2018); Managing Director, Morgan Stanley Investment
Management (investment management firm) (2010 – 2013); Director of Institutional Business, CEO of International, Eaton
Vance Management (investment management firm) (2005 – 2010); Director of Amundi Holdings US, Inc. (since 2017)
|
Marco
Pirondini
Director and
Executive Vice President of each fund |
|
Executive
Vice President and Chief Investment Officer of Amundi Asset Management US, Inc. since January 2024; Senior Managing Director
and Head of Equities U.S. of Amundi US from 2010 to December 2023
|
| Jonathan Duensing |
|
Senior
Managing Director and Head of Fixed Income, US (since 2021) at Amundi Asset Management US, Inc.
|
John (Jake)
Crosby van Roden III
Fund Portfolio
Manager
|
|
Managing Director and Director of Municipals, US (since
2024) at Amundi Asset Management US, Inc. |
Prakash
Vadlamani
Fund Portfolio
Manager |
|
Senior Vice President, Associate Portfolio Manager and
Senior Credit Analyst (since 2024) at Amundi Asset Management US, Inc. |
Information
Regarding Ownership of Company Securities by Participants
As of
July 31, 2024, the most recent practicable date prior to the filing of this Proxy Statement with the SEC, Thomas J. Perna, a Director
of each fund, held beneficially shares of Pioneer Municipal High Income Opportunities Fund, Inc. with a value of over $100,000.
Other than Mr. Perna, none of the Participants beneficially own any debt or equity security issued by a fund, and none of the
Participants own any debt or equity security issued by a fund of record that he or she does not also own beneficially.
A-1
Transactions
in the Funds’ Securities by Participants
Between
July 31, 2022 and July 31, 2024, none of the Participants engaged in any purchases or sales of a fund’s securities.
Miscellaneous
Information Regarding Participants
Except as
described in the Proxy Statement or this Appendix A, to each fund’s knowledge: none of the Participants (i) beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, any shares or other securities of a fund or any of the funds’
subsidiaries, (ii) has purchased or sold any of such securities within the past two years, or (iii) is, or within the past year was,
a party to any contract, arrangement or understanding with any person with respect to any such securities. Except as disclosed in this
Appendix A or the Proxy Statement, no associates of a “participant” beneficially owns, directly or indirectly, any of our
securities. Other than as disclosed in this Appendix A or the Proxy Statement, neither the funds nor any of the “participants”
have a substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the annual meeting.
In addition, neither the funds nor any of the Participants has been within the past year party to any contract, arrangement or understanding
with any person with respect to any of our securities, including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. During
the past ten years, no participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Other than
as set forth in this Appendix A or this Proxy Statement, none of the Participants or any of their associates have (i) any arrangements
or understandings with any person with respect to any future employment by the funds or the funds’ affiliates or with respect to
any future transactions to which the funds or any of their affiliates will or may be a party or (ii) a direct or indirect material interest
in any transaction or series of similar transactions since the beginning of a fund’s last fiscal year or any currently proposed
transactions, to which a fund or any of its subsidiaries was or is to be a party in which the amount involved exceeded $120,000.
A-2
PROXY CARD
SIGN, DATE AND VOTE ON THE REVERSE SIDE
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE
CAST YOUR PROXY VOTE TODAY!
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. - COMMON
(“MAV” OR THE “FUND”)
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER
3, 2024
This proxy is solicited on behalf of the Board of Directors of the
Fund. I (we) the undersigned holder(s) of shares of common stock of the Fund, having received notice of the meeting and proxy statement,
and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Stockholders (the
“Annual Meeting”) of the Fund scheduled to be held on October 3, 2024, at 3:00 p.m. Eastern Time at the offices of Morgan, Lewis
& Bockius LLP, One Federal Street, Boston, MA 02110 and any adjournments, postponements, continuation or rescheduling thereof, and
to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares of common
stock of the Fund which I (we) would possess if personally present. This proxy will be valid until the sooner of one year from the date
indicated on the reverse side and the completion of the Annual Meeting (including any adjournments, postponements, continuation or rescheduling
thereof).
Do you have questions? If
you have any questions about how to vote your proxy, please call toll-free (800) 591-6309. Representatives are available to
assist you Monday through Friday 9:00am – 10:00pm Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to Be Held on October 3, 2024. The proxy statement for this meeting is available at: https://vote.proxyonline.com/pioneer/docs/proxy.pdf
PROXY CARD
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC. - COMMON
YOUR SIGNATURE IS REQUIRED FOR
YOUR VOTE TO BE
COUNTED. The
signer(s) acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the accompanying Proxy Statement. Your signature(s)
on this proxy card should be exactly as your name(s) appear on the reverse side of this proxy card. If the shares are held jointly, either
owner may sign this proxy card. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and
capacity in which they are signing.
| SIGNATURE (AND TITLE IF APPLICABLE) |
DATE |
| SIGNATURE (IF HELD JOINTLY) |
DATE |
This proxy is solicited on behalf of the Fund’s Board of
Directors. If you specify a vote for the Proposal, your proxy will be voted as you indicate. If you simply sign and date the proxy
card, but don’t specify a vote for the Proposal, your shares will be voted “FOR” each Nominee listed in Proposal
1 below. The proxy will be voted in accordance with the proxy holders’ discretion as to any other business that may properly come
before the Annual Meeting of Stockholders or any adjournments, postponements, continuation or rescheduling thereof.
THE FUND’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
EACH NOMINEE LISTED BELOW.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
●
| |
|
|
|
|
| |
|
FOR |
AGAINST |
ABSTAIN |
| |
To elect two Class III Directors of the Fund, as named in the proxy |
|
|
|
| 1. |
statement, each to serve until the third annual meeting following his or |
|
|
|
| |
her election and until his or her successor is duly elected and qualifies: |
|
|
|
| |
1a. Thomas J. Perna |
○ |
○ |
○ |
| |
1b. Fred J. Ricciardi |
○ |
○ |
○ |
| 2. |
To consider and act upon any other business that may properly come before the Annual Meeting or any adjournments, postponements, continuation or rescheduling thereof. |
|
|
|
THANK YOU FOR VOTING
|
SIGN, DATE AND VOTE ON THE REVERSE SIDE |
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES
YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! |
Pioneer
Municipal High Income Advantage Fund, INC. - PREFERRED
(“MAV”
or the “Fund”)
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 3, 2024
This proxy is solicited on behalf of the Board of Directors of the
Fund. I (we) the undersigned holder(s) of shares of preferred stock of the Fund, having received notice of the meeting and proxy statement,
and revoking all prior proxies, hereby appoint Lisa M. Jones, Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our) name(s) to attend the Annual Meeting of Stockholders (the
“Annual Meeting”) of the Fund scheduled to be held on October 3, 2024, at 3:00 p.m. Eastern Time at the offices of Morgan,
Lewis & Bockius LLP, One Federal Street, Boston, MA 02110 and any adjournments, postponements, continuation or rescheduling thereof,
and to vote and act upon the following matters (as more fully described in the accompanying proxy statement) in respect of all shares
of preferred stock of the Fund which I (we) would possess if personally present. This proxy will be valid until the sooner of one year
from the date indicated on the reverse side and the completion of the Annual Meeting (including any adjournments, postponements, continuation
or rescheduling thereof).
Do you have questions?
If you have any questions about how to vote your proxy, please call toll-free (800) 591-6309.
Representatives are available to assist you Monday through Friday 9:00am – 10:00pm Eastern Time.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Stockholders to Be Held on October 3, 2024. The proxy statement for this meeting is available at:
https://vote.proxyonline.com/pioneer/docs/proxy.pdf
PIONEER MUNICIPAL
HIGH INCOME ADVANTAGE FUND, INC. - PREFERRED
| YOUR SIGNATURE IS REQUIRED
FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the
accompanying Proxy Statement. Your signature(s) on this proxy card should be exactly as your name(s) appear on the reverse
side of this proxy card. If the shares are held jointly, either owner may sign this proxy card. Attorneys-in-fact, executors,
administrators, trustees or guardians should indicate the full title and capacity in which they are signing. |
|
_______________________________________________________________
SIGNATURE (AND TITLE IF APPLICABLE) DATE
_______________________________________________________________
SIGNATURE (IF HELD JOINTLY) DATE
|
This proxy is solicited on behalf of the Fund’s Board of Directors.
If you specify a vote for the Proposal, your proxy will be voted as you indicate. If you simply sign and date the proxy card, but don’t
specify a vote for the Proposal, your shares will be voted “FOR” each Nominee listed in Proposal 1 below. The
proxy will be voted in accordance with the proxy holders’ discretion as to any other business that may properly come before the
Annual Meeting of Stockholders or any adjournments, postponements, continuation or rescheduling thereof.
THE FUND’S BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE “FOR” EACH NOMINEE LISTED BELOW.
TO VOTE, MARK
CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
| |
|
|
|
|
|
|
| |
|
FOR |
AGAINST |
ABSTAIN |
|
| 1. |
To elect three Class III Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies: |
|
|
|
|
| |
1a. Thomas J. Perna |
○ |
○ |
○ |
|
| |
1b. Fred J. Ricciardi |
○ |
○ |
○ |
|
| |
1c. Craig C. MacKay |
○ |
○ |
○ |
|
| 2. |
To consider and act upon any other business that may properly come before the Annual Meeting or any adjournments, postponements, continuation or rescheduling thereof. |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
THANK YOU FOR VOTING
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