DEF 14A: Pioneer Funds Announce Annual Stockholder Meeting to Elect Directors Amidst Potential Acquisition by Victory Capital

Pioneer Diversified High Income Fund, Pioneer Floating Rate Fund, and Pioneer High Income Fund are holding an annual meeting on October 3, 2024, to elect three directors, while also addressing a pending acquisition of the investment advisor, Amundi Asset Management US, by Victory Capital.

Summary

• Pioneer Diversified High Income Fund, Pioneer Floating Rate Fund, and Pioneer High Income Fund are holding their annual stockholder meetings on October 3, 2024, to vote on the election of three directors: Craig C. MacKay, Thomas J. Perna, and Fred J. Ricciardi.
• The Board of Directors recommends voting for these nominees, who will each serve a three-year term.
• The meeting will also address any other business that may properly come before the meeting.
• A significant development is the pending acquisition of Amundi Asset Management US, the funds' investment advisor, by Victory Capital Holdings, Inc.
• If the transaction closes, the current investment advisory agreement with Amundi will terminate, and the Board will consider a new agreement with Victory Capital Management Inc.
• Stockholders may be asked to approve the new advisory agreement and other changes at a special meeting.
• The record date for determining stockholders eligible to vote is August 9, 2024.
• The proxy statement and related materials are available online, and stockholders are encouraged to vote by telephone, internet, or mail.
• The funds have engaged EQ Fund Solutions, LLC to assist in the proxy solicitation, with an estimated cost of $97,100.
• As of August 9, 2024, Cede & Co. holds approximately 99.99% of the outstanding common stock for each fund.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The pending acquisition introduces some uncertainty, but the overall sentiment is stable and forward-looking.

Positives

• The Board of Directors is actively addressing the potential change in investment advisor due to the acquisition of Amundi Asset Management US by Victory Capital.
• Stockholders have multiple options for submitting their votes: by telephone, over the internet, or by mail.
• The funds are providing stockholders with access to the proxy materials online.

Negatives

• The closing of the Transaction would cause each funds current investment advisory agreement with the Adviser to terminate.
• There is no assurance that the Transaction will close.
• There is no assurance that the Board of a fund will approve the new investment advisory agreement.

Risks

• The pending acquisition of Amundi Asset Management US by Victory Capital introduces uncertainty regarding the future investment advisory agreement for the funds.
• There is a risk that the Board of Directors may not approve the new investment advisory agreement with Victory Capital Management Inc.
• Operational or other failures, including cybersecurity failures, at any one or more of the funds service providers could have a material adverse effect on a fund and its stockholders.
• The MCSAA may not be enforceable with respect to the funds.

Future Outlook

The funds are preparing for a potential change in investment advisor due to the acquisition of Amundi Asset Management US by Victory Capital, and stockholders may be asked to approve a new advisory agreement in the future.

Management Comments

• YOUR DIRECTORS RECOMMEND THAT YOU VOTE FOR EACH OF THE NOMINEES FOR ELECTION AS A DIRECTOR.

Industry Context

The consolidation in the asset management industry continues with Amundi's agreement to combine with Victory Capital, reflecting a trend towards larger firms seeking economies of scale and broader distribution capabilities.

Comparison to Industry Standards

• The director compensation structure appears consistent with industry practices for closed-end funds, with a mix of fixed fees and asset-based allocations.
• The level of detail provided in the proxy statement regarding director qualifications and committee responsibilities aligns with best practices for corporate governance in registered investment companies.
• The discussion of risk management oversight is typical for fund proxy statements, highlighting the Board's reliance on service providers and the inherent limitations of risk management processes.

Stakeholder Impact

• Shareholders will be impacted by the election of directors and any potential changes to the investment advisory agreement.
• Employees of Amundi Asset Management US may be affected by the acquisition by Victory Capital.
• The funds' performance and management fees could be impacted by the change in investment advisor.

Next Steps

• Stockholders should review the proxy materials and vote on the election of directors.
• The Board of Directors will consider and potentially approve a new investment advisory agreement with Victory Capital Management Inc. if the acquisition of Amundi Asset Management US is completed.
• Stockholders may be asked to vote on the new advisory agreement at a special meeting.

Key Dates

Keywords

annual meeting, proxy statement, directors, investment advisor, Amundi, Victory Capital, stockholders, election, funds