DEFC14A: Saba Capital Urges Pioneer High Income Fund Shareholders to Vote Against Victory Capital Advisory Agreement

Saba Capital is soliciting proxies to vote against the proposed new investment advisory agreement between Pioneer High Income Fund and Victory Capital Management Inc., advocating for shareholders to have the option to exit the fund at net asset value (NAV).

Summary

• Saba Capital is urging shareholders of Pioneer High Income Fund, Inc. to vote against a new investment advisory agreement with Victory Capital Management Inc.
• Amundi, the parent company of the Fund's current advisor, has agreed to combine with Victory Capital, necessitating shareholder approval of the new agreement.
• Saba believes shareholders should have the option to exit the Fund at NAV, which the Fund currently does not offer.
• Saba is soliciting proxies to vote against the proposal at the special meeting of shareholders scheduled for March 26, 2025.
• As of February 4, 2025, Saba may be deemed to beneficially own 1,000 shares of the Fund, out of 29,341,635 shares outstanding.
• Approval of the new advisory agreement requires the affirmative vote of a majority of the outstanding voting securities of the Fund.

Sentiment

Score: 6

Explanation: The document is primarily factual and argumentative, with Saba Capital presenting its case against the proposed advisory agreement. The sentiment is neutral to slightly positive from Saba's perspective, as they believe their actions will benefit shareholders.

Positives

• Saba is giving shareholders a voice in the future of the fund.
• Saba is advocating for shareholder rights, specifically the option to exit the fund at NAV.

Negatives

• The Fund currently does not provide shareholders with the option to exit at NAV, which Saba views as a disadvantage.
• Shareholders must actively vote against the proposal to support Saba's position.

Risks

• If a majority of shareholders vote in favor of the new advisory agreement, Saba's efforts will be unsuccessful.
• The Fund's board of directors is not supporting Saba's proxy solicitation.
• There is a risk that shareholders may be confused by conflicting proxy materials from the Fund and Saba.

Future Outlook

The outcome of the shareholder vote on March 26, 2025 will determine whether the new investment advisory agreement with Victory Capital is approved.

Industry Context

This proxy fight highlights the ongoing trend of activist investors seeking to influence the management and direction of closed-end funds to unlock shareholder value.

Comparison to Industry Standards

• Saba Capital's actions are consistent with other activist investors who target closed-end funds trading at a discount to NAV.
• Other examples of activist campaigns include those led by Bulldog Investors and Karpus Management.
• These campaigns often involve advocating for tender offers, liquidations, or changes in investment strategy to narrow the discount to NAV.

Stakeholder Impact

• Shareholders will be impacted by the outcome of the vote, as it will determine who manages the Fund's assets.
• Victory Capital stands to gain a new advisory agreement if the proposal is approved.
• Amundi will relinquish its role as the Fund's investment advisor if the proposal is approved.

Next Steps

• Shareholders need to vote on the GOLD proxy card against the proposal.
• Saba will continue to solicit proxies until the Special Meeting on March 26, 2025.

Key Dates

Keywords

proxy solicitation, Saba Capital, Pioneer High Income Fund, Victory Capital, investment advisory agreement, NAV, shareholder rights, closed-end fund