M&A - PIONEER HIGH INCOME FUND, INC.

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Form Type: DEFC14A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000182126825000057

Filing Summary: A Special Meeting of Stockholders for Pioneer High Income Fund, Inc. is scheduled for March 26, 2025, to approve a new investment advisory agreement with Victory Capital Management Inc. The current adviser, Amundi Asset Management US, Inc., will automatically terminate upon completion of the merger. This change is part of a broader transaction between Amundi, Victory Capital Holdings, and related entities. The proposed agreement is designed to keep the investment objectives and strategies intact, with the advisory fee remaining the same. However, there is potential disruption from Saba Capital Management, L.P. which is expected to oppose the agreement, potentially affecting the Fund's operations. Thus, stockholders are urged to vote 'FOR' the proposal, emphasizing the importance of their vote in maintaining the stability and management of the Fund.

Additional details:

Record Date: 2025-02-04


Meeting Date: 2025-03-26


New Advisory Agreement With: Victory Capital Management Inc.


Current Adviser: Amundi Asset Management US, Inc.


Transaction Closing Estimate: End of Q1 2025


Advisory Fee Changes: No change in advisory fee rate


Major Shareholder: Victory Capital Holdings, Inc.


Form Type: PRER14A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000182126825000032

Filing Summary: Pioneer High Income Fund, Inc. is convening a Special Meeting of Stockholders on March 26, 2025, inviting stockholders to approve a new investment advisory agreement with Victory Capital Management Inc., as the current adviser, Amundi Asset Management US, Inc., is set to merge with Victory Holdings. The merger has been precipitated by a definitive contribution agreement made on July 9, 2024, where Victory Holdings will become the parent company of Amundi US following the transaction. The transaction will enable Victory Capital to provide advisory services, maintaining advisory fee rates and not altering the fund's investment objectives. The board highly recommends voting in favor of the proposal due to potential opposition from Saba Capital Management, which seeks to disrupt operations and advocate for drastic measures such as liquidation or large tender offers. The proposal seeks to ensure continued advisory services without interruptions or changes to existing strategies. Voting instructions are necessary for stockholders to ensure their votes are counted, with emphasis placed on using the provided WHITE proxy card to avoid the influence of opposing entities that may send unsolicited proxy materials.

Additional details:

Investment Adviser: Victory Capital Management Inc.


Current Adviser: Amundi Asset Management US, Inc.


Transaction Closure Date: 2025-03-31


Special Meeting Date: 2025-03-26


Record Date: 2025-02-04


Advisory Fee Rate: unchanged


Proxy Card Color: WHITE


Opposing Entity: Saba Capital Management, L.P.


Proxy Submission Deadline: 2025-03-25


Form Type: PRE 14A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000182126825000021

Filing Summary: The document is a preliminary proxy statement for a special meeting of stockholders scheduled for March 26, 2025, for Pioneer Diversified High Income Fund, Inc., Pioneer Floating Rate Fund, Inc., and Pioneer High Income Fund, Inc. The primary purpose is to seek approval for a new investment advisory agreement with Victory Capital Management Inc. This new agreement follows a transaction where Amundi Asset Management US, Inc., currently the investment adviser, will combine with Victory Holdings, leading to Victory Capital succeeding Amundi US as the adviser. The transition is expected to maintain the continuity of the fund's portfolio managers, ensuring no changes to investment objectives or strategies. Despite the change in advisers, the advisory fee will remain the same, and additional financial measures are proposed to keep operating expenses in check. Voting instructions and the importance of participation in the meeting are emphasized. The document details the requirements for a quorum and also mentions the handling of non-routine proposals under New York Stock Exchange rules.

Additional details:

Record Date: 2025-02-04


Proposal Description: To approve a New Investment Advisory Agreement with Victory Capital Management Inc.


Expected Closing Of Transaction: End of the first quarter of 2025


Advisory Fee Rate: Same as current agreement


Stockholder Voting Deadline: 2025-03-25


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