8-K: Pioneer Funds Transition Investment Advisory to Victory Capital Following Amundi US Merger

Pioneer Funds are undergoing a transition in investment advisory services from Amundi US to Victory Capital following a merger, with shareholder approval pending for a new advisory agreement.

Summary

• Effective April 1, 2025, Amundi Asset Management US, Inc. merged with Victory Capital Holdings, Inc.
• As a result, all portfolio managers of Amundi US became employees of Victory Capital.
• The Boards of Directors for Pioneer Floating Rate Fund, Inc., Pioneer Diversified High Income Fund, Inc., Pioneer High Income Fund, Inc., Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc., and Pioneer Municipal High Income Opportunities Fund, Inc. approved a new investment advisory agreement with Victory Capital.
• Shareholder approval is required for the new advisory agreement, but a sufficient number of proxies have not yet been received.
• The current investment advisory agreement with Amundi US has automatically terminated due to the merger.
• An interim investment advisory agreement with Victory Capital has been approved, effective until shareholder approval of the new agreement or until August 29, 2025 (150 days after April 1, 2025).
• The terms and fees of the interim agreement are substantially the same as the previous agreement with Amundi US.
• Investment advisory fees under the interim agreement will be held in escrow.
• If shareholders do not approve the new agreement by August 29, 2025, the Funds Board will consider other alternatives.
• Shareholders received a proxy statement dated February 10, 2025, regarding the new advisory agreement and are urged to read it carefully.

Sentiment

Score: 6

Explanation: The announcement is neutral, detailing a transition following a merger. While there's uncertainty regarding shareholder approval, the interim agreement provides stability.

Positives

• The interim advisory agreement ensures continuity of investment management services during the transition.
• The terms of the interim agreement are substantially the same as the previous agreement, minimizing disruption.
• Investment advisory fees will be held in escrow, providing a safeguard for shareholders.

Negatives

• Shareholder approval for the new advisory agreement is still pending, creating uncertainty.
• The current advisory agreement with Amundi US has terminated automatically.

Risks

• If shareholders do not approve the new advisory agreement by August 29, 2025, the Funds Board will need to consider other alternatives, which could introduce further uncertainty.
• There is a risk that the transition could impact investment performance or increase costs.

Future Outlook

The Funds Board will consider other alternatives if shareholders do not approve the New Advisory Agreement by August 29, 2025.

Management Comments

• The Funds Board of Directors unanimously approved a new investment advisory agreement for the Fund with Victory Capital.
• The Funds Board has approved an interim investment advisory agreement with Victory Capital.
• Shareholders are urged to read the proxy statement carefully and its entirety.

Industry Context

Asset management industry consolidation is a continuing trend, with firms seeking to achieve greater scale and efficiency. This merger reflects that trend.

Comparison to Industry Standards

• The interim advisory agreement with substantially the same terms as the previous agreement is a common practice during transitions to ensure continuity.
• Holding advisory fees in escrow during the interim period is a protective measure for shareholders, aligning with industry best practices.

Stakeholder Impact

• Shareholders are directly impacted by the change in investment advisor and the need to approve the new agreement.
• Portfolio managers of Amundi US are now employees of Victory Capital.
• The Funds Board has a responsibility to ensure a smooth transition and consider alternatives if the new agreement is not approved.

Next Steps

• Shareholders need to vote on the new investment advisory agreement with Victory Capital.
• The Funds Board will consider alternatives if the new agreement is not approved by August 29, 2025.

Key Dates

Keywords

investment advisory agreement, Victory Capital, Amundi US, merger, Pioneer Funds, shareholder approval, interim agreement, investment management