UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-12
PIONEER DIVERSIFIED HIGH INCOME TRUST
PIONEER FLOATING RATE TRUST
PIONEER HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
--------------------------------------------------------------------------------
(Name of Registrant(s) as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 18, 2012
This is the formal agenda for your fund's annual meeting of shareholders.
It tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.
To the shareholders of Pioneer Diversified High Income Trust, Pioneer
Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust:
The annual meeting of shareholders of each of the above registered
investment management companies (each, a "fund" and, collectively, the "funds")
will be held at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, on Tuesday, September 18, 2012 at 2:00 p.m. Eastern
time, to consider the following:
1. To elect two Trustees of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Floating Rate Trust,
Pioneer High Income Trust, Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust, one by the holders of
Common and Preferred Shares voting together as a single class, and
one by the holders of Preferred Shares voting as a separate class
and (ii) with respect to Pioneer Diversified High Income Trust, by
the holders of Common Shares. Each elected Trustee will serve for a
three year term or until a successor is elected.
2. To consider any other business that may properly come before the
meeting.
Each fund will hold a separate meeting. Shareholders of each fund will
vote separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of record as of the close of business on July 13, 2012 are
entitled to vote at the meeting and any adjournment or postponement thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
MEETING TO BE HELD ON SEPTEMBER 18, 2012: This Notice and the Proxy Statement
are available on the internet at www.kingproxy.com/pioneer.
By Order of each Board of Trustees,
Christopher J. Kelley, Secretary
Boston, Massachusetts
July 30, 2012
-----------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
22246-04-0812
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before
voting on the proposal summarized below.
Each fund will furnish without charge a copy of its most recent annual
report and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call Pioneer Investment Management Shareholder Services, Inc. ("PIMSS")
at 1-800-622-3265.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of each fund
to solicit proxies to be voted at the annual meeting of shareholders of each
fund referenced above. Participating in the meeting are holders of common shares
of beneficial interest (the "Common Shares") of each fund and the holders of
preferred shares of beneficial interest (the "Preferred Shares") of Pioneer
Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust. Each meeting will be
held at the offices of Bingham McCutchen LLP, One Federal Street, Boston,
Massachusetts 02110, at 2:00 p.m., Eastern time, on Tuesday, September 18, 2012,
and at any adjournments or postponements of a meeting to a later date, for the
purposes as set forth in the accompanying notice of annual meeting of
shareholders. You may call PIMSS at 1-800-622-3265 for information on how to
obtain directions to be able to attend the meeting and vote in person.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about July 30, 2012. The annual report for each
fund for its most recently completed fiscal year previously was mailed to
shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of each fund as of the close of business on July
13, 2012 (the "record date") are entitled to vote on all of the fund's business
at the annual shareholder meeting and any adjournments or postponements thereof.
Each whole share shall be entitled to one vote and each fractional share shall
be entitled to a proportionate
1
fractional vote. Shares represented by properly executed proxies, unless revoked
before or at the meeting, will be voted according to the shareholder's
instructions. If you sign a proxy card but do not fill in a vote, your shares
will be voted FOR each of the nominees for Trustee in Proposal 1. If any other
business properly comes before the annual shareholder meeting, your shares will
be voted at the discretion of the persons named as proxies.
Shareholders of each fund will only vote on proposals relating to their
fund.
PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Shareholders of each fund are being asked to consider the election of two
nominees to the Board of Trustees of the fund. All of the nominees for election
to each fund's Board currently serve as Trustees of the fund and have served in
that capacity continuously since originally elected or appointed. Each Trustee
shall be elected to hold office for a three-year term and until his or her
successor is elected and qualified. Each nominee has consented to being named in
this proxy statement and indicated his or her willingness to serve if elected.
In the unanticipated event that any nominee should be unable to serve, the
persons named as proxies may vote for such other person as shall be designated
by the fund's Board of Trustees. The persons named on the accompanying proxy
card intend to vote at the meeting (unless otherwise directed) for the election
of the nominees named below as Trustees of each fund.
The Agreement and Declaration of Trust for each fund provides that the
Board of Trustees shall consist of Trustees divided into three classes, each
class to consist, as nearly as may be possible, of one-third of the total number
of trustees constituting the entire Board of Trustees. The Trustees of only one
class are elected at each annual meeting so that the regular term of only one
class of Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. Each fund's Board of Trustees is
divided into three staggered term classes--Class I, Class II and Class III.
Class I Trustees are being submitted to shareholders for election at the meeting
for Pioneer High Income Trust. Class II Trustees are being submitted to
shareholders for election at the meeting for Pioneer Diversified High Income
Trust. Class III Trustees are being submitted to shareholders for election at
the meeting for each of Pioneer Floating Rate Trust, Pioneer Municipal High
Income Trust and Pioneer Municipal High Income Advantage Trust.
Pioneer Diversified High Income Trust
The terms of the Class II Trustees -- Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2012 annual meeting; the terms of the Class III Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2013; and the terms of the
Class I Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in
2014.
Pioneer Floating Rate Trust
The terms of the Class III Trustees -- Ms. Bush, Mr. Perna and Ms. Piret
-- expire at the upcoming 2012 annual meeting; the terms of the Class I Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2013; and the terms of the
Class II Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in
2014.
2
Pioneer Municipal High Income Trust
The terms of the Class III Trustees -- Ms. Bush, Mr. Perna and Ms. Piret
-- expire at the upcoming 2012 annual meeting; the terms of the Class I Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2013; and the terms of the
Class II Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in
2014.
Pioneer Municipal High Income Advantage Trust
The terms of the Class III Trustees -- Ms. Bush, Mr. Perna and Ms. Piret
-- expire at the upcoming 2012 annual meeting; the terms of the Class I Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2013; and the terms of the
Class II Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in
2014.
Pioneer High Income Trust
The terms of the Class I Trustees -- Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2012 annual meeting; the terms of the Class II Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2013; and the terms of the
Class III Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in
2014.
Subsequently, for each fund, each class of Trustees will stand for
election at the conclusion of its respective three-year term. Such
classification may prevent replacement of a majority of the Trustees for up to a
two-year period. Holders of the Preferred Shares of each fund that has Preferred
Shares outstanding are entitled to elect two trustees of that fund. Mr. Cogan
and Ms. Piret have been designated as the Trustees to be elected by the holders
of the Preferred Shares of each fund that has issued Preferred Shares. As noted
above, Ms. Piret's term expires at the upcoming 2012 annual meeting.
Consequently, holders of Preferred Shares of each fund that has Preferred Shares
outstanding are being asked to vote as a separate class at the upcoming 2012
annual meeting to elect Ms. Piret. With respect to Pioneer Diversified High
Income Trust, the holders of Common Shares are being asked to vote at the
upcoming 2012 annual meeting to elect Ms. Piret.
In addition to Ms. Piret, the terms of Ms. Bush and Mr. Perna also expire
at the upcoming 2012 annual meeting. Ms. Bush is retiring as Trustee of each
fund and is not standing for re-election. Accordingly, the number of Trustees on
each fund's Board is being reduced from nine members to eight members. With
respect to each of Pioneer Floating Rate Trust, Pioneer Municipal High Income
Trust, Pioneer Municipal High Income Advantage Trust and Pioneer High Income
Trust, the holders of Common Shares and the holders of Preferred Shares are
being asked to vote together as a single class at the upcoming 2012 annual
meeting to elect Mr. Perna. With respect to Pioneer Diversified High Income
Trust, the holders of Common Shares are being asked to vote at the upcoming 2012
annual meeting to elect Mr. Perna.
3
The following table sets forth for each nominee and Trustee, his or her
position(s) with each fund, age, address, principal occupation during at least
the past five years and any other board memberships held during at least the
past five years. Trustees who are interested persons of a fund within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), are
referred to as Interested Trustees. Trustees who are not interested persons of a
fund are referred to as Independent Trustees. Each of the Trustees serves as a
Trustee of each of the 56 U.S. registered investment portfolios for which
Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser
(the "Pioneer Funds"). The address for all Trustees and all officers of each
fund is 60 State Street, Boston, Massachusetts 02109.
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
Independent Trustees:
Thomas J. Perna Chairman of Pioneer Chairman and Chief Director,
(61) the Board Diversified High Executive Officer, Broadridge
and Trustee Income Trust: Quadriserv, Inc. Financial Solutions,
Class II Trustee (technology products Inc. (investor
since 2007. Term for securities lending communications
expires in 2012. industry) (2008-present); and securities
Pioneer Floating Private investor processing
Rate Trust: (2004-2008); and Senior provider for
Class III Trustee Executive Vice President, financial services
since 2006. Term The Bank of New York industry) (2009-
expires in 2012. (financial and securities present); Director,
Pioneer High services) (1986-2004) Quadriserv, Inc.
Income Trust: (2005-present);
Class I Trustee Commissioner,
since 2006. Term New Jersey State
expires in 2012. Civil Service
Pioneer Commission
Municipal High (2011-present)
Income Trust:
Class III Trustee
since 2006. Term
expires in 2012.
Pioneer
Municipal High
Income
Advantage Trust:
Class III Trustee
since 2006. Term
expires in 2012.
4
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
David R. Bock Trustee Pioneer Managing Partner, Federal Director of
(68) Diversified High City Capital Advisors Enterprise
Income Trust: (corporate advisory Community
Class III Trustee services company) Investment, Inc.
since 2007. Term (1997-2004 and (privately-held
expires in 2013. 2008-present); Interim affordable housing
Pioneer Floating Chief Executive Officer, finance company)
Rate Trust: Oxford Analytica, Inc. (1985-2010);
Class I Trustee (privately held research Director of Oxford
since 2005. Term and consulting company) Analytica, Inc.
expires in 2013. (2010); Executive Vice (2008-present);
Pioneer High President and Chief Director of The
Income Trust: Financial Officer, I-trax, Swiss Helvetia
Class II Trustee Inc. (publicly traded Fund, Inc. (closed-
since 2005. Term health care services end fund) (2010-
expires in 2013. company) (2004-2007); present); Director
Pioneer and Executive Vice of New York
Municipal High President and Chief Mortgage Trust
Income Trust: Financial Officer, Pedestal (publicly-traded
Class I Trustee Inc. (internet-based mortgage REIT)
since 2005. Term mortgage trading (2004-2009,
expires in 2013. company) (2000-2002) 2012-present)
Pioneer
Municipal High
Income
Advantage Trust:
Class I Trustee
since 2005. Term
expires in 2013.
Benjamin M. Friedman Trustee Pioneer William Joseph Maier Trustee, Mellon
(67) Diversified High Professor of Political Institutional Funds
Income Trust: Economy, Harvard Investment Trust
Class I Trustee University (1972- and Mellon
since 2008. Term present) Institutional Funds
expires in 2014. Master Portfolio
Pioneer Floating (oversaw 17
Rate Trust: portfolios in fund
Class II Trustee complex)
since 2008. Term (1989-2008)
expires in 2014.
Pioneer High
Income Trust:
Class III Trustee
since 2008. Term
expires in 2014.
5
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
Pioneer
Municipal High
Income Trust:
Class II Trustee
since 2008. Term
expires in 2014.
Pioneer
Municipal High
Income
Advantage Trust:
Class II Trustee
since 2008. Term
expires in 2014.
Margaret B.W. Graham Trustee Pioneer Founding Director, None
(64) Diversified High Vice-President and
Income Trust: Corporate Secretary,
Class I Trustee The Winthrop Group,
since 2007. Term Inc. (consulting firm);
expires in 2014. and Desautels Faculty
Pioneer Floating of Management, McGill
Rate Trust: University (1999-present);
Class II Trustee and Manager of Research
since 2003. Term Operations and
expires in 2014. Organizational Learning,
Pioneer High Xerox PARC, Xerox's
Income Trust: advanced research center
Class III Trustee (1990-1994)
since 2002. Term
expires in 2014.
Pioneer
Municipal High
Income Trust:
Class II Trustee
since 2003. Term
expires in 2014.
Pioneer
Municipal High
Income
Advantage Trust:
Class II Trustee
since 2003. Term
expires in 2014.
6
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
Marguerite A. Piret Trustee Pioneer President and Chief Director of New
(63) Diversified High Executive Officer, America High
Income Trust: Newbury, Piret & Income Fund,
Class II Trustee Company, Inc. Inc. (closed-end
since 2007. Term (investment banking investment
expires in 2012. firm) (1981-present) company)
Pioneer Floating (2004-present);
Rate Trust: Member, Board
Class III Trustee of Governors,
since 2003. Term Investment
expires in 2012. Company Institute
Elected by (2000-2006)
Preferred Shares
only.
Pioneer High
Income Trust:
Class I Trustee
since 2002. Term
expires in 2012.
Elected by
Preferred Shares
only.
Pioneer
Municipal High
Income Trust:
Class III Trustee
since 2003. Term
expires in 2012.
Elected by
Preferred Shares
only.
Pioneer
Municipal High
Income
Advantage Trust:
Class III Trustee
since 2003. Term
expires in 2012.
Elected by
Preferred Shares
only.
7
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
Stephen K. West Trustee Pioneer Senior Counsel, Sullivan Director, The
(83) Diversified High & Cromwell LLP (law Swiss Helvetia
Income Trust: firm) (1998-present); Fund, Inc.
Class III Trustee Partner, Sullivan & (closed-end
since 2007. Term Cromwell LLP (prior investment
expires in 2013. to 1998) company);
Pioneer Floating Director, Invesco,
Rate Trust: Ltd. (formerly
Class I Trustee AMVESCAP, PLC)
since 2003. Term (investment
expires in 2013. manager)
Pioneer High (1997-2005)
Income Trust:
Class II Trustee
since 2002. Term
expires in 2013.
Pioneer
Municipal High
Income Trust:
Class I Trustee
since 2003. Term
expires in 2013.
Pioneer
Municipal High
Income
Advantage Trust:
Class I Trustee
since 2003. Term
expires in 2013.
8
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
Interested Trustees:
John F. Cogan, Jr. Trustee and Pioneer Non-Executive Chairman None
(85)* President Diversified High and a Director of Pioneer
Income Trust: Investment Management
Class III Trustee USA Inc. ("PIM-USA");
since 2007. Term Chairman and a Director
expires in 2013. of Pioneer; Chairman and
Pioneer Floating Director of Pioneer
Rate Trust: Institutional Asset
Class I Trustee Management, Inc. (since
since 2003. Term 2006); Director of
expires in 2013. Pioneer Alternative
Elected by Investment Management
Preferred Shares Limited (Dublin) (until
only. October 2011); President
Pioneer High and a Director of Pioneer
Income Trust: Alternative Investment
Class II Trustee Management (Bermuda)
since 2002. Term Limited and affiliated
expires in 2013. funds; Deputy Chairman
Elected by and a Director of Pioneer
Preferred Shares Global Asset Management
only. S.p.A. ("PGAM") (until
Pioneer April 2010); Director of
Municipal High PIOGLOBAL Real Estate
Income Trust: Investment Fund (Russia)
Class I Trustee (until June 2006);
since 2003. Term Director of Nano-C, Inc.
expires in 2013. (since 2003); Director of
Elected by Cole Management Inc.
Preferred Shares (2004-2011); Director of
only. Fiduciary Counseling, Inc.
Pioneer (until December 2001);
Municipal High President and Director of
Income Pioneer Funds Distributor,
Advantage Trust: Inc. ("PFD") (until May
Class I Trustee 2006); President of all of
since 2003. Term the Pioneer Funds;
expires in 2013. Chairman, Board of
Elected by Trustees of all of the
Preferred Shares Pioneer Funds (until May
only. 2012); and Retired
Partner, Wilmer Cutler
Pickering Hale and Dorr
LLP
9
Other
Position Term of Office Directorships
Held With and Length Held by
Name and Age the Fund of Service Principal Occupation Trustee
--------------------- -------------- ----------------- --------------------------- -------------------
Daniel K. Kingsbury Trustee and Pioneer Director, CEO and None
(53)* Executive Vice Diversified High President of PIM-USA
President Income Trust: (since February 2007);
Class I Trustee Director and President of
since 2007. Term Pioneer and Pioneer
expires in 2014. Institutional Asset
Pioneer Floating Management, Inc. (since
Rate Trust: February 2007); Executive
Class II Trustee Vice President of all of
since 2007. Term the Pioneer Funds (since
expires in 2014. March 2007); Director of
Pioneer High PGAM (2007-2010);
Income Trust: Head of New Europe
Class III Trustee Division, PGAM (2000-
since 2007. Term 2005); Head of New
expires in 2014. Markets Division, PGAM
Pioneer (2005-2007)
Municipal High
Income Trust:
Class II Trustee
since 2007. Term
expires in 2014.
Pioneer
Municipal High
Income
Advantage Trust:
Class II Trustee
since 2007. Term
expires in 2014.
-------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because each is an
officer or director of each fund's investment adviser and/or certain of
its affiliates.
Responsibilities of the Board of Trustees
The Board of Trustees is responsible for overseeing each fund's management
and operations. The Chairman of the Board is an Independent Trustee. Independent
Trustees constitute at least 75% of the Board.
For Pioneer High Income Trust and Pioneer Municipal High Income Advantage
Trust, during each fund's most recent fiscal year, the Board of Trustees held 6
meetings. For Pioneer Diversified High Income Trust and Pioneer Municipal High
Income Trust, during each fund's most recent fiscal year, the Board of Trustees
held 6 meetings. For Pioneer Floating Rate Trust, during the fund's most recent
fiscal year, the Board of Trustees held 6 meetings. All of the current Trustees
and committee members of each fund then serving attended at least 75% of the
meetings of the Board of Trustees and applicable committees, if any, held during
that fund's fiscal year.
10
The funds do not have a policy on Trustee attendance at the annual meeting
of shareholders. For each fund, one Trustee attended the 2011 annual meeting of
shareholders.
The Trustees were selected to join the Board based upon the following as
to each Board member: such person's character and integrity; such person's
willingness and ability to commit the time necessary to perform the duties of a
Trustee; as to each Independent Trustee, his or her status as not being an
"interested person" as defined under the 1940 Act; and, as to each of Mr. Cogan
and Mr. Kingsbury, his association with Pioneer. Each of the Independent
Trustees also was selected to join the Board based on the criteria and
principles set forth in the Nominating Committee Charter. In addition to
individual attributes, the value of diversity is considered. In evaluating a
Trustee's prospective service on the Board, the Trustee's experience in, and
ongoing contributions toward, overseeing the fund's business as a Trustee also
are considered. In addition, the following specific experience, qualifications,
attributes and/or skills apply as to each Trustee: Mr. Bock, accounting,
financial, business and public company experience as a chief financial officer
and an executive officer and experience as a board member of other
organizations; Mr. Friedman, academic leadership, economic and finance
experience and investment company board experience; Ms. Graham, academic
leadership, experience in business, finance and management consulting; Mr.
Perna, accounting, financial, and business experience as an executive officer
and experience as a board member of other organizations; Ms. Piret, accounting,
financial and entrepreneurial experience as an executive, valuation experience
and investment company board experience; Mr. West, legal experience and
securities and board experience; and each of Mr. Cogan and Mr. Kingsbury,
investment management experience as an executive and leadership roles with
Pioneer and its affiliates. However, in its periodic assessment of the
effectiveness of the Board, the Board considers the complementary skills and
experience of individual Trustees primarily in the broader context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds.
Each fund's Agreement and Declaration of Trust provides that the
appointment, designation (including in any proxy or registration statement or
other document) of a Trustee as an expert on any topic or in any area, or as
having experience, attributes or skills in any area, or any other appointment,
designation or identification, shall not impose on that person any standard of
care or liability that is greater than that imposed on that person as a Trustee
in the absence of the appointment, designation or identification, and no Trustee
who has special attributes, skills, experience or expertise, or is appointed,
designated, or identified as aforesaid, shall be held to a higher standard of
care by virtue thereof.
Board Committees
The Board of Trustees has five standing committees: the Independent
Trustees Committee, the Audit Committee, the Governance and Nominating
Committee, the Policy Administration Committee and the Valuation Committee. Each
committee is chaired by an Independent Trustee and all members of each committee
are Independent Trustees.
11
The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the funds, including those
presenting conflicts or potential conflicts of interest for management. The
Independent Trustees also regularly meet without the presence of management and
are advised by independent legal counsel. The Board has determined that
delegation to the committees of specified oversight responsibilities helps
ensure that the fund has effective and independent governance and oversight.
Notwithstanding the fact that the Chairman of the Board is an Independent
Trustee, the Board continues to believe that the committee structure enables the
Board more effectively to provide governance and oversight of the funds'
affairs. Mr. Perna, Chairman of the Board, is a non-voting, ex-officio member of
each Committee, except the Independent Trustees Committee, of which he is Chair.
During the most recent fiscal year for each fund, the Audit, Governance,
Nominating, Policy Administration and Valuation Committees of each fund held the
following meetings:
Pioneer
Pioneer Pioneer Municipal
Diversified Pioneer Pioneer Municipal High
High Floating High High Income
Income Rate Income Income Advantage
Trust Trust Trust Trust Trust
-----------------------------------------------------------------------------------------------
Audit Committee 8 8 8 8 8
Governance Committee 7 9 9 7 9
Nominating Committee 1 1 1 1 1
Policy Administration Committee 5 5 5 5 5
Valuation Committee 5 5 5 5 5
Independent Trustees Committee: David R. Bock, Benjamin M. Friedman,
Margaret B.W. Graham, Thomas J. Perna (Chair), Marguerite A. Piret and Stephen
K. West.
The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
each fund's advisory agreement and other related party contracts. The
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustees.
Audit Committee: David R. Bock (Chair), Benjamin M. Friedman and
Marguerite A. Piret.
Each fund's Audit Committee is comprised of only Independent Trustees who
are "independent" as defined in the applicable New York Stock Exchange ("NYSE")
and NYSE
12
MKT listing standards relating to closed-end funds. The Board of Trustees of
each fund has adopted a charter for the Audit Committee. In accordance with its
charter, the purposes of the Audit Committee are to:
o Assist the Board of Trustees' oversight and monitoring of: (i) the
integrity of the fund's financial statements; (ii) the fund's
compliance with legal and regulatory requirements; (iii) the
independent registered public accounting firm's qualifications,
performance and independence; and (iv) the performance of the fund's
internal audit function; and
o Prepare the disclosure required by Item 407(d)(3)(i) of Regulation
S-K to be included in the fund's annual proxy statement and other
filings.
The Audit Committee charter is available on Pioneer's website:
www.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
Each fund's Board of Trustees has determined that the fund has at least
one audit committee financial expert serving on its Audit Committee. Ms. Piret,
an Independent Trustee, serves on each Audit Committee and has been determined
to be an audit committee financial expert.
Audit Committee Report
The Audit Committee reports that it has (1) reviewed and discussed each
fund's audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters required to be
discussed with the independent auditors by the Statement of Auditing Standards
No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
in Rule 3200 T; and (3) received written disclosures and an independence letter
from the independent registered public accounting firm required by Independence
Standards Board Standard No. 1, as adopted by the Public Company Accounting
Oversight Board in Rule 3600 T, and discussed with the independent registered
public accounting firm that firm's independence. Based upon the review and
discussions referred to above, the Audit Committee recommended to the Board of
Trustees that the audited financial statements be included in the Annual Report
for Pioneer Floating Rate Trust for the fiscal year ended November 30, 2011, the
Annual Reports for Pioneer High Income Trust and Pioneer Municipal High Income
Advantage Trust for the fiscal year ended March 31, 2012 and in the Annual
Reports for Pioneer Diversified High Income Trust and Pioneer Municipal High
Income Trust for the fiscal year ended April 30, 2012.
The members of each fund's Audit Committee are:
David R. Bock (Chair)
Benjamin M. Friedman
Marguerite Piret
13
Governance and Nominating Committee: Margaret B.W. Graham (Chair) and
Stephen K. West.
All members of the Governance and Nominating Committee are independent
under the applicable NYSE and NYSE MKT listing standards relating to closed-end
funds, and are not "interested persons," as defined in the 1940 Act, of each
fund. The Board of each fund has adopted a written charter for the Governance
and Nominating Committee, which is available on Pioneer's website:
www.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
The Governance and Nominating Committee considers governance matters
affecting the Board and each fund. Among other responsibilities, the Governance
and Nominating Committee reviews the performance of the Independent Trustees as
a whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes recommendations
to the Independent Trustees Committee or the Board on matters delegated to it.
In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications and
requisite skills of persons currently serving as Independent Trustees and being
considered for re-nomination. The Governance and Nominating Committee also
reviews the qualifications of any person nominated to serve on the Board by a
shareholder or recommended by any Trustee, management or another person and
makes a recommendation as to the qualifications of such nominated or recommended
person to the Independent Trustees and the Board, and reviews periodically the
Committee's procedure, if any, regarding candidates submitted by shareholders.
The Trustees who are not Independent Trustees and the officers of each fund are
nominated and selected by the Board.
The Governance and Nominating Committee does not have specific, minimum
qualifications for nominees, nor has it established specific qualities or skills
that it regards as necessary for one or more of the Independent Trustees to
possess (other than qualities or skills that may be required by applicable law
or regulation). However, in evaluating a person as a potential nominee to serve
as an Independent Trustee, the Governance and Nominating Committee will consider
the following general criteria and principles, among any others that it may deem
relevant: (i) the nominee's reputation for integrity, honesty and adherence to
high ethical standards; (ii) the nominee's business acumen and ability to
exercise sound judgment in matters that relate to the objectives of the fund and
whether the person is willing and able to contribute positively to the
decision-making process of the fund; (iii) the nominee's commitment and ability
to devote the necessary time and energy to be an effective Independent Trustee,
to understand the fund and the responsibilities of a trustee of an investment
company; (iv) the nominee's ability to
14
understand the sometimes conflicting interests of the various constituencies of
the fund and to act in the interests of all shareholders; (v) the absence of a
conflict of interest that would impair his or her ability to represent the
interests of all shareholders and to fulfill the responsibilities of a trustee;
and (vi) the value of diversity on the Board. The Governance and Nominating
Committee also will consider whether the nominee has the experience or skills
that the Governance and Nominating Committee believes would maintain or enhance
the effectiveness of the Independent Trustees' oversight of each fund's affairs,
based on the then current composition and skills of the Independent Trustees and
experience or skills that may be appropriate in light of changing business
conditions and regulatory or other developments. The Governance and Nominating
Committee does not necessarily place the same emphasis on each criterion.
The Governance and Nominating Committee does not have a formal procedure
for the implementation, or for assessing the effectiveness, of its policy with
regard to the consideration of the value of diversity on the Board in reviewing
potential nominees for Independent Trustee. However, as noted above, in its
periodic assessment of the effectiveness of the Board, the Board considers the
complementary skills and experience of individual Trustees in the context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the funds. In addition, the Governance and Nomination Committee
Charter provides that nominees shall not be discriminated against on the basis
of race, religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law.
As long as an existing Independent Trustee continues, in the opinion of
the other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Trustees of the fund would favor the re-nomination of an existing Trustee rather
than a new candidate. Consequently, while the Governance and Nominating
Committee will evaluate the qualifications of nominees recommended by
shareholders to serve as Trustee, the Independent Trustees might act upon the
Governance and Nominating Committee's evaluation only if there is a vacancy on
the Board. In the event that a vacancy arises or a change in Board membership is
determined to be advisable, the Governance and Nominating Committee will, in
addition to any shareholder recommendations, evaluate candidates identified by
other means, including candidates proposed by Independent Trustees or
management. While it has not done so in the past, the Governance and Nominating
Committee may retain a consultant to assist the Committee in a search for a
qualified candidate.
Any shareholder recommendation must be submitted in compliance with all of
the pertinent provisions of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Agreement and Declaration of
Trust and By laws of the fund to be considered by the Governance and Nominating
Committee. In evaluating a nominee recommended by a shareholder, the Governance
and Nominating Committee, in addition to the criteria discussed above, may
consider the objectives of the shareholder in submitting that nomination and
whether such objectives are consistent with the
15
interests of all shareholders. If the Board determines to include a
shareholder's candidate among the slate of nominees, the candidate's name will
be placed on the fund's proxy card. If the Governance and Nominating Committee,
the Independent Trustees or the Board determines not to include such candidate
among the Board's designated nominees and the shareholder has satisfied the
requirements of Rule 14a-8 under the Exchange Act, the shareholder's candidate
will be treated as a nominee of the shareholder who originally nominated the
candidate.
Prior to the establishment of the Governance and Nominating Committee,
each Fund's Nominating Committee screened potential candidates for Independent
Trustee using the same general criteria and principles described above.
The Nominating Committee initiated the recommendation of each of the
nominees to serve as Independent Trustee.
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice of
this meeting. The Secretary may determine not to forward any communication to
members of the Board that does not relate to the business of a fund.
Valuation Committee: David R. Bock, Benjamin M. Friedman and Marguerite A.
Piret (Chair).
The Valuation Committee, among other things, determines with Pioneer the
value of securities under certain circumstances and considers other matters with
respect to the valuation of securities, in each case in accordance with each
fund's valuation procedures.
Policy Administration Committee: Margaret B.W. Graham and Stephen K. West
(Chair).
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 shareholders, the Board of Trustees oversees risk management of
each fund's investment management and business operations. In performing this
oversight function, the Board considers various risks and risk management
practices relating to the funds. The Board has delegated certain aspects of its
risk oversight responsibilities to the committees.
Each fund faces a number of risks, such as investment risk, counterparty
risk, valuation risk, enterprise risk, reputational risk, risk of operational
failure or lack of business continuity, and legal, compliance and regulatory
risk. The goal of risk management is to identify and address risks, i.e., events
or circumstances that could have
16
material adverse effects on the business, operations, shareholder services,
investment performance or reputation of a fund.
Most of the funds' investment management and business operations are
carried out by or through Pioneer, its affiliates, and other service providers,
each of which has an independent interest in risk management but whose policies
and the methods by which one or more risk management functions are carried out
may differ from each fund's and each other's in the setting of priorities, the
resources available or the effectiveness of relevant controls.
Under the overall supervision of the Board or the applicable committee of
the Board, each fund, or Pioneer and the affiliates of Pioneer or other service
providers to each fund employ a variety of processes, procedures and controls in
an effort to identify, address and mitigate risks. Different processes,
procedures and controls are employed with respect to different types of risks.
Various personnel, including the funds' and Pioneer's chief compliance officer
and Pioneer's chief risk officer and director of internal audit, as well as
various personnel of Pioneer, and the other service providers such as the funds'
independent registered public accounting firm, make periodic reports to the
applicable committee or to the Board with respect to various aspects of risk
management. The reports received by the Trustees related to risks typically are
summaries of relevant information. During the course of the most recent fiscal
year, the Trustees increased the number of presentations from the directors of
Internal Audit and Risk Management at Pioneer, as well as the Chief Operating
Officer to whom they report, concerning the results and process of their
responsibilities.
The Trustees recognize that not all risks that may affect a fund can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve each fund's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
funds or Pioneer and its affiliates or other service providers. As a result of
the foregoing and other factors, each fund's ability to manage risk is subject
to substantial limitations.
In addition, it is important to note that each fund is designed for
investors that are prepared to accept investment risk, including the possibility
that as yet unforeseen risks may emerge in the future.
17
The following table indicates the value of shares that each Trustee or
nominee beneficially owned in each fund and Pioneer Funds in the aggregate as of
May 31, 2012. Beneficial ownership is determined in accordance with the
Securities and Exchange Commission ("SEC") rules. The share value of any
closed-end Pioneer fund is based on its closing market price on May 31, 2012.
The share value of any open-end Pioneer fund is based on the net asset value of
the class of shares on May 31, 2012. The dollar ranges in this table are in
accordance with SEC requirements.
Aggregate Dollar Range
of Equity Securities in
All Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by Trustee
Name of Trustee or Nominee in each Fund or Nominee
---------------------------------------------------------------------------------
INTERESTED TRUSTEE or NOMINEE
John F. Cogan, Jr Over $100,000(1) Over $100,000
$0(2)
$0(3)
$0(4)
Over $100,000(5)
Daniel K. Kingsbury $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
$0(5)
INDEPENDENT TRUSTEE or NOMINEE
David R. Bock $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
$0(5)
Benjamin M. Friedman $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
$0(5)
Margaret B. W. Graham $10,001 to $50,000(1) Over $100,000
$1 to $10,000(2)
$1 to $10,000(3)
$0(4)
$0(5)
Thomas J. Perna $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
$0(5)
Marguerite A. Piret $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
$0(5)
18
Aggregate Dollar Range
of Equity Securities in
All Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by Trustee
Name of Trustee or Nominee in each Fund or Nominee
---------------------------------------------------------------------------------
Stephen K. West $50,001 to $100,000(1) Over $100,000
Over $100,000(2)
$50,001 to $100,000(3)
Over $100,000(4)
Over $100,000(5)
-------------
1 Shares held in Pioneer High Income Trust
2 Shares held in Pioneer Municipal High Income Trust
3 Shares held in Pioneer Municipal High Income Advantage Trust
4 Shares held in Pioneer Floating Rate Trust
5 Shares held in Pioneer Diversified High Income Trust
As of December 31, 2011, the Trustees, any nominee for election as a
Trustee and the officers of each fund owned beneficially in the aggregate less
than 1% of the outstanding shares of each fund.
For each of the funds, during the most recent fiscal year, none of the
Trustees or any nominee for election as a Trustee engaged in the purchase or
sale of securities of Pioneer, UniCredit S.p.A. or any other entity in a control
relationship to Pioneer or PFD.
Material Relationships of the Independent Trustees
Mr. West, an Independent Trustee, is Senior Counsel to Sullivan &
Cromwell, which acts as counsel to the Independent Trustees and the Independent
Trustees of the other Pioneer Funds. The aggregate compensation paid to Sullivan
& Cromwell by the funds and the other Pioneer Funds was approximately $313,129
and $447,665 in each of 2010 and 2011.
Compliance with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires each fund's executive officers,
Trustees and persons who own more than ten percent of a fund's shares ("10%
Shareholders") to file reports of ownership and changes in ownership with the
SEC. Executive officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Section 30(h) of the 1940 Act extends the reporting requirements under
Section 16(a) of the Exchange Act to certain officers of the fund's investment
adviser. Based solely on a review of the copies of these reports furnished to
each of the funds and representations that no other reports were required to be
filed, each fund believes that during the past fiscal year the filing
requirements applicable to such persons were met.
19
Other executive officers
In addition to Mr. Cogan and Mr. Kingsbury, who serve as President and
Executive Vice President, respectively, of each fund, the following table
provides information with respect to the other executive officers of the funds.
Each executive officer is elected by the Board of Trustees and serves until his
or her successor is chosen and qualified or until his or her resignation or
removal by the Board. The business address of all officers of the funds is 60
State Street, Boston, Massachusetts 02109.
Name, age and position with each fund Principal occupation(s)
-------------------------------------------------------------------------------------------
Christopher J. Kelley (47) Vice President and Associate General Counsel of
Secretary Pioneer since January 2008 and Secretary of all
of the Pioneer Funds since June 2010 (Assistant
Secretary from September 2003 to May 2010);
Vice President and Senior Counsel of Pioneer
from July 2002 to December 2007
Carol B. Hannigan (51) Fund Governance Director of Pioneer since
Assistant Secretary December 2006 and Assistant Secretary of all the
Pioneer Funds since June 2010; Manager-Fund
Governance of Pioneer from December 2003 to
November 2006; Senior Paralegal of Pioneer from
January 2000 to November 2003
Thomas Reyes (49) Counsel of Pioneer since June 2007 and Assistant
Assistant Secretary Secretary of all the Pioneer Funds since June
2010; Vice President and Counsel at State Street
Bank from October 2004 to June 2007
Mark E. Bradley (52) Vice President -- Fund Treasury of Pioneer; and
Treasurer Treasurer of all of the Pioneer Funds since March
2008; Deputy Treasurer of Pioneer from March
2004 to February 2008; Assistant Treasurer of all
of the Pioneer Funds from March 2004 to
February 2008; and Treasurer and Senior Vice
President, CDC IXIS Asset Management Services
from 2002 to 2003
Luis I. Presutti (47) Assistant Vice President -- Fund Treasury of
Assistant Treasurer Pioneer; and Assistant Treasurer of all of the
Pioneer Funds
Gary Sullivan (54) Fund Accounting Manager -- Fund Treasury of
Assistant Treasurer Pioneer; and Assistant Treasurer of all of the
Pioneer Funds
20
Name, age and position with each fund Principal occupation(s)
-------------------------------------------------------------------------------------------
David F. Johnson (32) Fund Administration Manager -- Fund Treasury
Assistant Treasurer since November 2008 and Assistant Treasurer of
all of the Pioneer Funds since January 2009;
Client Service Manager -- Institutional Investor
Services at State Street Bank from March 2003 to
March 2007
Jean M. Bradley (59) Chief Compliance Officer of Pioneer and of all the
Chief Compliance Officer Pioneer Funds since March 2010; Director of
Adviser and Portfolio Compliance at Pioneer since
October 2005; Senior Compliance Officer for
Columbia Management Advisers, Inc. from
October 2003 to October 2005
Compensation of Trustees and officers
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer High Income Trust and Pioneer Municipal
High Income Advantage Trust for the fiscal year ended March 31, 2012. The
amounts paid to the Trustees by each fund differ due to (i) membership on or
chairing certain committees of the Board of Trustees and other responsibilities
assigned to specific Trustees, and (ii) attendance at meetings. Except for the
chief compliance officer, each fund does not pay any salary or other
compensation to its officers. Each fund pays a portion of the chief compliance
officer's compensation for her services as the fund's chief compliance officer.
Pioneer pays the remaining portion of the chief compliance officer's
compensation.
21
Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust:
Pension or Retirement Total Compensation
Aggregate Benefits Accrued as from the Fund and
Compensation Part of Fund Other Pioneer
Name of Trustee from each Fund Expenses Funds(2)
---------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) $ 500.00*
$ 500.00** $ 0.00 $ 25,100.00
Daniel K. Kingsbury(1) $ 0.00*
$ 0.00** $ 0.00 $ 0.00
Independent Trustees:
David R. Bock $2,398.12*
$1,951.65** $ 0.00 $ 202,462.00
Mary K. Bush $1,993.61*
$1,676.28** $ 0.00 $ 160,025.00
Benjamin M. Friedman $2,167.66*
$1,795.64** $ 0.00 $ 178,187.00
Margaret B.W. Graham $1,993.61*
$1,676.28** $ 0.00 $ 160,025.00
Thomas J. Perna $3,156.24*
$2,590.97** $ 0.00 $ 239,162.00
Marguerite A. Piret $3,291.91*
$2,685.14** $ 0.00 $ 253,350.00
Stephen K. West $2,061.32*
$1,722.23** $ 0.00 $ 100,617.00
-------------
1 Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
2 There are 56 U.S. registered investment portfolios in the Pioneer Funds.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Diversified High Income Trust and
Pioneer Municipal High Income Trust for the fiscal year ended April 30, 2012.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the boards of Trustees and other responsibilities assigned
to specific Trustees, and (ii) attendance at meetings. The fund does not pay any
salary or other compensation to its officers.
22
Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust:
Pension or Retirement Total Compensation
Aggregate Benefits Accrued as from the Fund and
Compensation Part of Fund Other Pioneer
Name of Trustee from each Fund Expenses Funds(2)
---------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) $ 500.00*
$ 500.00** $ 0.00 $ 25,100.00
Daniel K. Kingsbury(1) $ 0.00*
$ 0.00** $ 0.00 $ 0.00
Independent Trustees:
David R. Bock $1,000.00*
$1,789.06** $ 0.00 $ 202,462.00
Mary K. Bush $1,000.00*
$1,560.53** $ 0.00 $ 160,025.00
Benjamin M. Friedman $1,000.00*
$1,659.71** $ 0.00 $ 178,187.00
Margaret B.W. Graham $1,000.00*
$1,560.53** $ 0.00 $ 160,025.00
Thomas J. Perna $1,000.00*
$2,416.19** $ 0.00 $ 239,162.00
Marguerite A. Piret $1,000.00*
$2,494.39** $ 0.00 $ 253,350.00
Stephen K. West $1,000.00*
$1,598.63** $ 0.00 $ 100,617.00
-------------
1 Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
2 There are 56 U.S. registered investment portfolios in the Pioneer Funds.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal year
ended November 30, 2011. The amounts paid to the Trustees differ due to (i)
membership on or chairing certain committees of the boards of Trustees and other
responsibilities assigned to specific Trustees, and (ii) attendance at meetings.
The fund does not pay any salary or other compensation to its officers.
23
Pioneer Floating Rate Trust:
Pension or Retirement Total Compensation
Aggregate Benefits Accrued as from the Fund and
Compensation Part of Fund Other Pioneer
Name of Trustee from each Fund Expenses Funds(2)
---------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) $ 500.00 $ 0.00 $ 26,400.00
Daniel K. Kingsbury(1) $ 0.00 $ 0.00 $ 0.00
Independent Trustees:
David R. Bock $2,162.51 $ 0.00 $ 197,200.00
Mary K. Bush $1,832.29 $ 0.00 $ 157,200.00
Benjamin M. Friedman $1,983.67 $ 0.00 $ 175,500.00
Margaret B.W. Graham $1,844.42 $ 0.00 $ 158,700.00
Thomas J. Perna $2,917.43 $ 0.00 $ 237,300.00
Marguerite A. Piret $3,016.89 $ 0.00 $ 249,300.02
Stephen K. West $1,898.75 $ 0.00 $ 98,332.72
-------------
1 Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
2 There are 56 U.S. registered investment portfolios in the Pioneer Funds.
Investment adviser and administrator
Pioneer, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser and administrator to each
fund.
Required vote
In accordance with the Agreement and Declaration of Trust for Pioneer
Diversified High Income Trust, the affirmative vote of a plurality of the Common
Shares of the fund present in person or by proxy at the meeting at which a
quorum exists is required to elect each nominee for Trustee. Mr. Perna and Ms.
Piret are the current nominees for election to the fund's Board of Trustees.
This means that the two nominees receiving the greatest number of votes will be
elected as Class II Trustees to the Board of Pioneer Diversified High Income
Trust.
In accordance with the Agreement and Declaration of Trust for each of
Pioneer Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High
Income Trust and Pioneer Municipal High Income Advantage Trust, the holders of
Common Shares and Preferred Shares of each fund will vote on the respective
nominees designated to be elected by such class of shares. Mr. Perna and Ms.
Piret are the current nominees for election to each fund's Board of Trustees.
Mr. Perna is elected by the holders of Common and Preferred Shares. Ms. Piret is
elected by the holders of Preferred Shares only. The affirmative vote of a
plurality of the Common and Preferred Shares of the fund present in person or by
proxy at the meeting at which a quorum exists, voting together as a single
class, is required to elect each nominee for Trustee designated to be elected by
the Common and Preferred Shares of the fund. For each fund that has issued
Preferred Shares, the affirmative vote of a plurality of the Preferred Shares of
the fund present at the meeting
24
in person or by proxy is required to elect the nominee for Trustee designated to
be elected by the Preferred Shares of the fund. This means that the two nominees
receiving the greatest number of votes will be elected as Class III Trustees to
the Board of each of Pioneer Floating Rate Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust and Class I Trustees to
the Board of Pioneer High Income Trust.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote FOR each of Mr. Perna and Ms. Piret.
25
AUDITOR INFORMATION
Each fund's Board of Trustees has selected Ernst & Young LLP as the
independent registered public accounting firm for the fund.
Audit fees
The following are aggregate fees billed for professional services rendered
by Ernst & Young LLP for its audit of each fund's annual financial statements
and fees related to services that are normally provided by Ernst & Young LLP in
connection with statutory and regulatory filings for the two most recent fiscal
years. All of these services were pre-approved by the audit Committee of each
fund pursuant to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2012 ended 3/31/2011
-------------------------------------------------------------------------------------------
Pioneer High Income Trust $60,028.00 $60,028.00
Pioneer Municipal High Income Advantage Trust $60,028.00 $60,028.00
For the fiscal year For the fiscal year
ended 4/30/2012 ended 4/30/2011
-------------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust $50,376.00 $50,376.00
Pioneer Municipal High Income Trust $60,028.00 $60,028.00
For the fiscal year For the fiscal year
ended 11/30/2011 ended 11/30/2010
-------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust $92,426.00 $92,428.00
Audit-related fees
The following are aggregate fees billed for assurance and related services
by Ernst & Young LLP to each fund that are related to agreed upon procedures
related to the ratings of each fund's Preferred Shares (if any) for the two most
recent fiscal years. All of these services were approved by the Audit Committee
of each fund pursuant to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2012 ended 3/31/2011
-------------------------------------------------------------------------------------------
Pioneer High Income Trust $9,652.00 $ 9,652.00
Pioneer Municipal High Income Advantage Trust $9,652.00 $ 9,652.00
For the fiscal year For the fiscal year
ended 4/30/2012 ended 4/30/2011
-------------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust $ 0.00 $ 0.00
Pioneer Municipal High Income Trust $9,652.00 $ 9,652.00
For the fiscal year For the fiscal year
ended 11/30/2011 ended 11/30/2010
-------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust $9,652.00 $ 9,652.00
26
Tax fees
The following are aggregate fees billed for professional services,
primarily for tax returns, rendered by Ernst & Young LLP for tax compliance, tax
advice and tax planning to each fund for the two most recent fiscal years. All
of these services were pre-approved by the Audit Committee of each fund pursuant
to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2012 ended 3/31/2011
-------------------------------------------------------------------------------------------
Pioneer High Income Trust $8,290.00 $ 8,290.00
Pioneer Municipal High Income Advantage Trust $8,290.00 $ 8,290.00
For the fiscal year For the fiscal year
ended 4/30/2012 ended 4/30/2011
-------------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust $8,290.00 $ 8,290.00
Pioneer Municipal High Income Trust $8,290.00 $ 8,290.00
For the fiscal year For the fiscal year
ended 11/30/2011 ended 11/30/2010
-------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust $8,290.00 $ 8,290.00
All other fees
There were no fees billed for other services rendered by Ernst & Young LLP
to the funds.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
Each fund's Audit Committee is required to pre-approve services to
affiliates as defined by SEC rules to the extent that the services relate
directly to the operations or financial reporting of the fund. Affiliates
include the fund's investment adviser and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services to the
fund (hereinafter referred to as "affiliates" of the fund). For the fiscal years
ended March 31, 2012 and 2011, for Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust, there were no services provided to an
affiliate that required the fund's audit committee pre-approval. For the fiscal
years ended April 30, 2012 and 2011, for Pioneer Municipal High Income Trust,
there were no services provided to an affiliate that required the fund's Audit
Committee pre-approval. For the fiscal year ended April 30, 2012 and 2011, for
Pioneer Diversified High Income Trust, there were no services provided to an
affiliate that required the fund's audit committee pre-approval. For the fiscal
years ended November 30, 2011 and 2010, for Pioneer Floating Rate Trust, there
were no services provided to an affiliate that required the fund's audit
committee pre-approval.
General Audit Committee Approval Policy
o For all projects, each of the officers of the funds and the funds'
independent registered public accounting firm will make an
assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted
service categories and the "Approval of Audit, Audit-Related, Tax
and Other Services" Policy will be
27
applied. Any services outside the specific pre-approved service
subcategories set forth above must specifically be approved by the
Audit Committee.
o At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees,
provided by the independent registered public accounting firm as set
forth in the above policy.
The charter of each Audit Committee requires that the Audit Committee
shall approve (a) all audit and non-audit services to be provided to each fund
and (b) all non-audit services to be provided by the fund's independent public
accounting firm to Pioneer and any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing services to the
fund ("Covered Service Providers") if the engagement relates directly to the
operations and financial reporting of the fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approval responsibilities to one
or more members of the Audit Committee who shall report to the full Audit
Committee.
No Audit Committee may approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the fund by the independent registered public accounting firm,
other than those provided to a fund in connection with an audit or a review of
the financial statements of the fund. Permissible non-audit services may not
include (a) bookkeeping or other services related to the accounting records or
financial statements of the fund; (b) financial information systems design and
implementation; (c) appraisal or valuation services, fairness opinions or
contribution-in-kind reports; (d) actuarial services; (e) internal audit
outsourcing services; (f) management functions or human resources; (g) broker or
dealer, investment adviser or investment banking services; (h) legal services
and expert services unrelated to the audit; and (i) any other service the Public
Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Audit Committee of any permissible non-audit services
is not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to a fund, Pioneer and any Covered Service Provider
constitutes not more than 5% of the total amount of revenues paid to the
independent registered public accounting firm during the fiscal year in which
the permissible non-audit services are provided to (i) the fund, (ii) Pioneer
and (iii) any Covered Service Provider during the fiscal year in which services
are provided that would not have to be approved by the Audit Committee; (b) the
permissible non-audit services were not recognized by the fund at the time of
the engagement to be non-audit services; and (c) such services are promptly
brought to the attention of the Audit Committee and approved by the Audit
Committee (or its delegate(s)) prior to completion of the audit.
28
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by Ernst & Young LLP for services
rendered to each fund and its affiliates, as previously defined, were as
follows.
For the fiscal year For the fiscal year
ended 3/31/2012 ended 3/31/2011
-------------------------------------------------------------------------------------------
Pioneer High Income Trust $17,942.00 $17,942.00
Pioneer Municipal High Income Advantage Trust $17,942.00 $17,942.00
For the fiscal year For the fiscal year
ended 4/30/2012 ended 4/30/2011
-------------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust $ 8,290.00 $ 8,290.00
Pioneer Municipal High Income Trust $17,942.00 $17,942.00
For the fiscal year For the fiscal year
ended 11/30/2011 ended 11/30/2010
-------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust $17,942.00 $17,942.00
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to each
fund and its affiliates is compatible with maintaining Ernst & Young LLP's
independence in performing audit services.
Representatives of Ernst & Young LLP will be available at the shareholder
meeting (either in person or via telephone), will have the opportunity to make a
statement should they desire to do so, and will be available to answer
questions.
29
INFORMATION CONCERNING THE MEETINGS
Outstanding shares
As of the record date, July 13, 2012, the following Common and Preferred
Shares of beneficial interest were outstanding for each fund:
Common Shares Preferred Shares
-------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust 8,268,972 None
Pioneer Floating Rate Trust 24,689,175 Series M7 2,434
Series W7 2,432
Series TH7 2,432
Pioneer High Income Trust 28,266,177 Series M 2,020
Series W 2,020
Series TH 2,000
Pioneer Municipal High Income Advantage Trust 23,313,803 Series A 3,000
Series B 3,000
Pioneer Municipal High Income Trust 22,507,952 Series A 2,000
Series B 2,040
Only shareholders of record as of the record date are entitled to notice
of and to vote at the meeting. The holders of one-third of the outstanding
shares of each fund entitled to vote in person or by proxy, counted together,
shall constitute a quorum for the transaction of business with respect to such
fund.
30
Ownership of shares of the funds
To the knowledge of each fund, as of the record date, July 13, 2012, the
following persons owned of record or beneficially 5% or more of a class of the
outstanding shares of each class of a fund:
Pioneer Diversified High Income Trust
Record Holder Share Class Number of Shares % of Class
----------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 8,259,813 99.80%
P.O. Box 20
Bowling Green Station
New York, NY 10004
----------------------------------------------------------------------------------------
Pioneer Floating Rate Trust
Record Holder Share Class Number of Shares % of Class
----------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 24,684,075 99.90%
P.O. Box 20
Bowling Green Station
New York, NY 10004
----------------------------------------------------------------------------------------
UBS Securities, LLC. Series M7 464 19.06%
1285 Avenue of the Americas, 15th Floor
New York, NY 10019
----------------------------------------------------------------------------------------
Series W7 745 30.63%
----------------------------------------------------------------------------------------
Series TH7 394 16.20%
----------------------------------------------------------------------------------------
Merrill Lynch Series M7 1,516 62.28%
4804 Deer Lake Drive East
4th Floor
Jacksonville, FL 32232-5286
----------------------------------------------------------------------------------------
Series W7 1,308 53.78%
----------------------------------------------------------------------------------------
Series TH7 1,439 59.17%
----------------------------------------------------------------------------------------
Citigroup Global Markets, Inc. Series TH7 201 8.26%
333 West 34th Street 3rd Floor
New York, NY 10001-2402
----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series M 348 14.30%
125 Broad Street
16th Floor
New York, NY 10004-2464
----------------------------------------------------------------------------------------
Series W7 282 11.60%
----------------------------------------------------------------------------------------
Series TH7 398 16.37%
----------------------------------------------------------------------------------------
31
Pioneer High Income Trust
Record Holder Share Class Number of Shares % of Class
----------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 28,201,105 99.70%
P.O. Box 20
Bowling Green Station
New York, NY 10004
----------------------------------------------------------------------------------------
UBS Securities, LLC. Series M 267 13.22%
1285 Avenue of the Americas, 15th Floor
New York, NY 10019
----------------------------------------------------------------------------------------
Series W 390 19.31%
----------------------------------------------------------------------------------------
Credit Suisse First Boston Series W 110 5.45%
11 Madison Avenue
New York, NY
10010-3629
----------------------------------------------------------------------------------------
Merrill Lynch Series M 789 39.06%
4804 Deer Lake Drive East
4th Floor
Jacksonville, FL 32232-5286
----------------------------------------------------------------------------------------
Series W 749 37.08%
----------------------------------------------------------------------------------------
Series TH 702 35.10%
----------------------------------------------------------------------------------------
Citigroup Global Markets, Inc. Series M 182 9.01%
333 West 34th Street 3rd Floor
New York, NY 10001-2402
----------------------------------------------------------------------------------------
Series W 163 8.07%
----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series M 233 11.53%
125 Broad Street
16th Floor
New York, NY 10004-2464
----------------------------------------------------------------------------------------
Series W 300 14.85%
----------------------------------------------------------------------------------------
Series TH 459 22.95%
----------------------------------------------------------------------------------------
Morgan Stanley Inc. Series M 523 25.89%
1585 Broadway, 3rd Floor
New York, NY 10036
----------------------------------------------------------------------------------------
Series W 292 14.46%
----------------------------------------------------------------------------------------
Series TH 618 30.90%
----------------------------------------------------------------------------------------
32
Pioneer Municipal High Income Advantage Trust
Record Holder Share Class Number of Shares % of Class
----------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 23,274,128 99.80%
P.O. Box 20
Bowling Green Station
New York, NY 10004
----------------------------------------------------------------------------------------
UBS Securities, LLC. Series A 859 28.63%
1285 Avenue of the Americas, 15th Floor
New York, NY 10019
----------------------------------------------------------------------------------------
Series B 1,285 42.83%
----------------------------------------------------------------------------------------
Merrill Lynch Series A 414 13.80%
4804 Deer Lake Drive East, 4th Floor
Jacksonville, FL 32232-5286
----------------------------------------------------------------------------------------
Series B 252 8.40%
----------------------------------------------------------------------------------------
Wells Fargo Advisors, LLC Series A 429 14.30%
One North Jefferson
St. Louis, MO 63103
----------------------------------------------------------------------------------------
Series B 560 18.67%
----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series A 768 25.60%
125 Broad Street 16th Floor
New York, NY 10004-2464
----------------------------------------------------------------------------------------
Series B 697 23.23%
----------------------------------------------------------------------------------------
Morgan Keegan Series A 302 10.07%
50 North Front Street
Memphis, TN 38103-2126
----------------------------------------------------------------------------------------
33
Pioneer Municipal High Income Trust
Record Holder Share Class Number of Shares % of Class
----------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 22,494,966 99.90%
P.O. Box 20
Bowling Green Station
New York, NY 10004
----------------------------------------------------------------------------------------
UBS Securities, LLC. Series A 902 45.10%
1285 Avenue of the Americas, 15th Floor
New York, NY 10019
----------------------------------------------------------------------------------------
Series B 558 27.35%
----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series A 342 17.10%
125 Broad Street, 16th Floor
New York, NY 10004-2464
----------------------------------------------------------------------------------------
Series B 560 27.45%
----------------------------------------------------------------------------------------
Merrill Lynch Series A 174 8.70%
4804 Deer Lake Drive East, 4th Floor
Jacksonville, FL 32232-5286
----------------------------------------------------------------------------------------
Series B 155 7.60%
----------------------------------------------------------------------------------------
Morgan Keegan Series A 196 9.80%
50 North Front Street
Memphis, TN 38103-2126
----------------------------------------------------------------------------------------
Series B 227 11.13%
----------------------------------------------------------------------------------------
Wells Fargo Advisors, LLC Series A 314 15.70%
One North Jefferson
St. Louis, MO 63103
----------------------------------------------------------------------------------------
Series B 177 8.68%
----------------------------------------------------------------------------------------
Jefferies & Company Inc. Series B 207 10.15%
Harborside Financial Center
Plaza III, Suite 705
Jersey City, NJ 07311-0000
----------------------------------------------------------------------------------------
Morgan Stanley Inc. Series B 139 6.81%
1585 Broadway, 3rd Floor
New York, NY 10036
----------------------------------------------------------------------------------------
34
Shareholder proposals
Under Rule 14a-8 of the Exchange Act (relating to shareholder proposals),
any shareholder proposal that may properly be included in your fund's proxy
statement for the 2013 annual meeting, must be received by the Secretary of the
fund at the fund's principal offices at 60 State Street, Boston, Massachusetts
02109 at least 120 calendar days prior to the anniversary of the date of mailing
of the fund's proxy statement for the 2012 annual meeting, or on or before April
1, 2013. A proposal that is not to be included in a fund's proxy statement may
be made at the 2013 annual meeting for such fund only if it is received by the
Secretary of the fund at the fund's principal offices at 60 State Street,
Boston, Massachusetts 02109 not more than 120 days and at least 90 days before
the anniversary date of the mailing of the fund's proxy materials for the 2012
annual meeting provided, however, that in the event that the date of the mailing
of the notice for the 2013 annual meeting for a fund is advanced or delayed by
more than thirty (30) days from the anniversary date of the mailing of the
notice for the 2012 annual meeting, notice by a shareholder to be timely must be
so delivered not earlier than the close of business on the 120th day prior to
the date of mailing of the notice for the 2013 annual meeting and not later than
the close of business on the later of the 90th day prior to the date of mailing
of the notice for the 2013 annual meeting or the 10th day following the day on
which public announcement of the date of mailing of the notice for the 2013
meeting is first made by the fund. The fund's By-laws require that certain
information must be provided by the shareholder to the fund when notice of a
nominee for election as a Trustee or proposal is submitted to the fund.
The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust, Pioneer High Income
Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust currently expects to hold the next annual shareholders' meeting
on or about September 20, 2013, which date is subject to change. Shareholder
proposals are subject to certain regulations under the federal securities laws.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone generally has
the power to revoke that proxy at any time prior to its exercise by executing a
superseding proxy or by submitting a notice of revocation to the Secretary of
the fund. In addition, although mere attendance at the meeting will not revoke a
proxy, a shareholder present at the meeting may withdraw his or her proxy and
vote in person. All properly executed and unrevoked proxies received in time for
the meeting will be voted in accordance with the instructions contained in the
proxies. If no instruction is given, the persons named as proxies will vote the
shares represented thereby in favor of Proposal 1, as described above, and will
use their best judgment in connection with the transaction of such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
Only shareholders of record as of the record date are entitled to notice
of and to vote at the meeting.
35
For Pioneer Diversified High Income Trust: one-third of the outstanding
shares of the fund entitled to vote, present in person or represented by proxy,
constitutes a quorum for the transaction of business at the meeting.
For each of Pioneer Floating Rate Trust, Pioneer High Income Trust,
Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage
Trust: (i) with respect to the Trustees to be elected by holders of the Common
and Preferred Shares, voting together as a single class, one-third of the
outstanding Common and Preferred Shares of the fund entitled to vote, present in
person or represented by proxy, counted together, constitutes a quorum for the
transaction of business at the meeting; and (ii) with respect to the Trustee to
be elected by holders of the Preferred Shares, voting as a separate class,
one-third of the outstanding Preferred Shares of the fund entitled to vote,
present and person or represented by proxy, constitutes a quorum for the
transaction of business at the meeting.
Abstentions and "broker non-votes" will be treated as present for purposes
of determining a quorum. "Broker non-votes" occur when a broker or nominee
holding shares in "street name" indicates on the proxy card that it does not
have discretionary authority to vote on a proposal and has not received
instructions from the beneficial owner.
In the event that at the time any session of the meeting is called to
order a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies that have been received to adjourn the
shareholder meeting to a later date and the meeting may be held as adjourned
without further notice. In the event that a quorum is present but sufficient
votes in favor of the proposal have not been received, the persons named as
proxies may propose one or more adjournments of the shareholder meeting to
permit further solicitation of proxies with respect to such proposal and the
meeting may be held as adjourned without further notice. Any such adjournment
will require the affirmative vote of more than one half of the shares of the
fund present in person or by proxy at the session of the meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of any such proposal in favor of such an adjournment
and will vote those proxies required to be voted against any such proposal
against any such adjournment. A shareholder vote may be taken on one or more of
the proposals in the proxy statement prior to such adjournment if sufficient
votes for its approval have been received and it is otherwise appropriate. Such
vote will be considered final regardless of whether the meeting is adjourned to
permit additional solicitation with respect to any other proposal. If the
meeting is postponed, the funds will give notice of the postponed meeting to
shareholders.
On any matter submitted to a vote of shareholders each whole share shall
be entitled to one vote as to any matter on which it is entitled to vote and
each fractional share shall be entitled to a proportionate fractional vote.
As discussed more fully under Proposal 1 above, nominees must be elected
by a plurality of the votes cast in person or by proxy at the meeting at which a
quorum exists. Abstentions and "broker non-votes" are not considered "votes
cast" and, therefore, do not constitute a vote "FOR" a proposal. Thus,
abstentions and "broker non-votes" will have
36
no effect on the voting for the election of Trustees in Proposal 1, because only
votes "FOR" are considered in a plurality voting requirement.
Other business
While the meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to present
are those matters stated in the attached notice of annual meeting of
shareholders. However, if any additional matters properly come before the
meeting, and on all matters incidental to the conduct of the meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.
Method of solicitation and expenses
The cost of preparing, printing and mailing the enclosed proxy statement,
accompanying notice of annual meeting of shareholders and the accompanying proxy
card for each fund will be borne by that fund. In addition to soliciting proxies
by mail, Pioneer may, at the fund's expense, have one or more of the fund's
officers, representatives or compensated third-party agents, including Pioneer,
PIMSS and PFD, aid in the solicitation of proxies by personal interview or
telephone and may request brokerage houses and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of the
shares held of record by such persons. Each fund has retained DF King to assist
in the proxy solicitation. The cost of their services is estimated at
approximately $85,000.
Each fund may also arrange to have votes recorded by telephone, the
internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions have been properly
recorded. If these procedures were subject to a successful legal challenge, such
votes would not be counted at the shareholder meeting. Each fund is unaware of
any such challenge at this time. In the case of telephone voting, shareholders
would be called at the phone number the sub-transfer agent, American Stock
Transfer & Trust Company, has in its records for their accounts, and would be
asked for their Social Security number or other identifying information. The
shareholders would then be given an opportunity to authorize proxies to vote
their shares at the meeting in accordance with their instructions. In the case
of automated telephone and internet voting, shareholders would be required to
provide their Social Security number or other identifying information and would
receive a confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by the fund, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
July 30, 2012
37
22246-04-0812
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER DIVERSIFIED HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer
Diversified High Income Trust. I (we), the undersigned holder(s) of common
shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefor, and revoking all prior proxies, hereby
appoint John F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders
of Pioneer Diversified High Income Trust to be held on September 18, 2012 at
2:00 p.m. (Eastern time) at the offices of Bingham McCutchen LLP, One Federal
Street, Boston, Massachusetts 02110, and any adjourned or postponed session or
sessions thereof, and to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of Pioneer Diversified High Income Trust which I (we)
will be entitled to vote or act upon, with all powers I (we) would possess if
personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
1. To elect two Class II trustees of Pioneer Diversified High Income Trust,
as named in the attached proxy statement, to serve on the Board of |_| |_| |_|
Trustees until their successors have been duly elected and qualified. The
nominees for trustee are:
(01) Thomas J. Perna (02) Marguerite A. Piret
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's number(s) on the line provided
below.
-------------------------------------------------
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER FLOATING RATE TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer Floating
Rate Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our)
name(s) to attend the Annual Meeting of Shareholders of Pioneer Floating Rate
Trust to be held on September 18, 2012 at 2:00 p.m. (Eastern time) at the
offices of Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts
02110, and any adjourned or postponed session or sessions thereof, and to vote
and act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all common shares of beneficial interest of
Pioneer Floating Rate Trust which I (we) will be entitled to vote or act upon,
with all powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD
1. To elect one Class III trustee of Pioneer Floating Rate Trust, as named in
the attached proxy statement, to serve on the Board of Trustees until his |_| |_|
successor has been duly elected and qualified. The nominee for trustee is:
(01)Thomas J. Perna
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER FLOATING RATE TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer Floating
Rate Trust. I (we), the undersigned holder(s) of preferred shares of beneficial
interest, having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our)
name(s) to attend the Annual Meeting of Shareholders of Pioneer Floating Rate
Trust to be held on September 18, 2012 at 2:00 p.m. (Eastern time) at the
offices of Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts
02110, and any adjourned or postponed session or sessions thereof, and to vote
and act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all preferred shares of beneficial interest of
Pioneer Floating Rate Trust which I (we) will be entitled to vote or act upon,
with all powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
1. To elect two Class III trustees of Pioneer Floating Rate Trust, as named
in the attached proxy statement, to serve on the Board of Trustees until |_| |_| |_|
their successors have been duly elected and qualified. The nominees for
trustee are:
(01) Thomas J. Perna (02) Marguerite A. Piret
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's number(s) on the line provided
below.
-------------------------------------------------
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer High
Income Trust. I (we), the undersigned holder(s) of common shares of beneficial
interest, having received notice of the meeting and management's proxy statement
therefor, and revoking all prior proxies, hereby appoint John F. Cogan, Jr.,
Christopher J. Kelley and Thomas Reyes, and each of them, my (our) attorneys
(with full power of substitution in them and each of them) for and in my (our)
name(s) to attend the Annual Meeting of Shareholders of Pioneer High Income
Trust to be held on September 18, 2012 at 2:00 p.m. (Eastern time) at the
offices of Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts
02110, and any adjourned or postponed session or sessions thereof, and to vote
and act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all common shares of beneficial interest of
Pioneer High Income Trust which I (we) will be entitled to vote or act upon,
with all powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD
1. To elect one Class I trustee of Pioneer High Income Trust, as named in the
attached proxy statement, to serve on the Board of Trustees until his |_| |_|
successor has been duly elected and qualified. The nominee for trustee is:
(01)Thomas J. Perna
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer High
Income Trust. I (we), the undersigned holder(s) of preferred shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer High
Income Trust to be held on September 18, 2012 at 2:00 p.m. (Eastern time) at the
offices of Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts
02110, and any adjourned or postponed session or sessions thereof, and to vote
and act upon the following matters (as more fully described in the accompanying
proxy statement) in respect of all preferred shares of beneficial interest of
Pioneer High Income Trust which I (we) will be entitled to vote or act upon,
with all powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
1. To elect two Class I trustees of Pioneer High Income Trust, as named in
the attached proxy statement, to serve on the Board of Trustees until |_| |_| |_|
their successors have been duly elected and qualified. The nominees for
trustee are:
(01) Thomas J. Perna (02) Marguerite A. Piret
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's number(s) on the line provided
below.
-------------------------------------------------
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Advantage Trust. I (we), the undersigned holder(s) of common shares
of beneficial interest, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Advantage Trust to be held on September 18, 2012 at 2:00
p.m. (Eastern time) at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully described
in the accompanying proxy statement) in respect of all common shares of
beneficial interest of Pioneer Municipal High Income Advantage Trust which I
(we) will be entitled to vote or act upon, with all powers I (we) would possess
if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD
1. To elect one Class III trustee of Pioneer Municipal High Income Advantage
Trust, as named in the attached proxy statement, to serve on the Board of |_| |_|
Trustees until his successor has been duly elected and qualified. The
nominee for trustee is:
(01)Thomas J. Perna
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Advantage Trust. I (we), the undersigned holder(s) of preferred
shares of beneficial interest, having received notice of the meeting and
management's proxy statement therefor, and revoking all prior proxies, hereby
appoint John F. Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of
them, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) to attend the Annual Meeting of Shareholders
of Pioneer Municipal High Income Advantage Trust to be held on September 18,
2012 at 2:00 p.m. (Eastern time) at the offices of Bingham McCutchen LLP, One
Federal Street, Boston, Massachusetts 02110, and any adjourned or postponed
session or sessions thereof, and to vote and act upon the following matters (as
more fully described in the accompanying proxy statement) in respect of all
preferred shares of beneficial interest of Pioneer Municipal High Income
Advantage Trust which I (we) will be entitled to vote or act upon, with all
powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
1. To elect two Class III trustees of Pioneer Municipal High Income Advantage
Trust, as named in the attached proxy statement, to serve on the Board of |_| |_| |_|
Trustees until their successors have been duly elected and qualified. The
nominees for trustee are:
(01) Thomas J. Perna (02) Marguerite A. Piret
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's number(s) on the line provided
below.
-------------------------------------------------
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER MUNICIPAL HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
This proxy is solicited on behalf of the Board of Trustees of Pioneer Municipal
High Income Trust. I (we), the undersigned holder(s) of common shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Trust to be held on September 18, 2012 at 2:00 p.m.
(Eastern time) at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully described
in the accompanying proxy statement) in respect of all common shares of
beneficial interest of Pioneer Municipal High Income Trust which I (we) will be
entitled to vote or act upon, with all powers I (we) would possess if personally
present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD
1. To elect one Class III trustee of Pioneer Municipal High Income Trust, as
named in the attached proxy statement, to serve on the Board of Trustees |_| |_|
until his successor has been duly elected and qualified. The nominee for
trustee is:
(01)Thomas J. Perna
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE
PROXY TABULATOR
P.O. BOX 859232
BRAINTREE, MA 02185-9232
------------------------
------------------------
--------------------------------------------------------------------------------
Vote this proxy card TODAY! Your prompt response will save the expense of
additional mailings
--------------------------------------------------------------------------------
CALL: To vote by phone call toll-free 1-800-290-6430 and follow the
recorded instructions.
LOG-ON: Vote on the internet at www.kingproxy.com/pioneer and follow the
on-screen instructions.
MAIL: Return the signed proxy card in the enclosed envelope.
PIONEER MUNICIPAL HIGH INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF PIONEER MUNICIPAL
HIGH INCOME TRUST. I (we), the undersigned holder(s) of preferred shares of
beneficial interest, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint John F.
Cogan, Jr., Christopher J. Kelley and Thomas Reyes, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of Pioneer
Municipal High Income Trust to be held on September 18, 2012 at 2:00 p.m.
(Eastern time) at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, and any adjourned or postponed session or sessions
thereof, and to vote and act upon the following matters (as more fully described
in the accompanying proxy statement) in respect of all preferred shares of
beneficial interest of Pioneer Municipal High Income Trust which I (we) will be
entitled to vote or act upon, with all powers I (we) would possess if personally
present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
Note: In signing, please write name(s) exactly as they appear on this proxy.
When signing as an attorney, executor, administrator, or other fiduciary, please
give your full title as such. Joint owners should each sign personally.
------------------------------------- --------------
Signature(s) [Title(s) if applicable] Date
------------------------------------- --------------
Signature of joint owner, if any Date
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF.
PLEASE MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: |_|
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
1. To elect two Class III trustees of Pioneer Municipal High Income Trust, as
named in the attached proxy statement, to serve on the Board of Trustees |_| |_| |_|
until their successors have been duly elected and qualified. The nominees
for trustee are:
(01) Thomas J. Perna (02) Marguerite A. Piret
To withhold authority to vote "FOR" any individual nominee, mark the "FOR
ALL EXCEPT" box and write the nominee's number(s) on the line provided
below.
-------------------------------------------------
2. To consider any other business that may properly come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE