M&A - PIONEER MUNICIPAL HIGH INCOME FUND, INC.

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Form Type: DEFC14A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000182126825000059

Filing Summary: Pioneer Municipal High Income Fund, Inc. (MHI) is holding a Special Meeting of Stockholders on March 26, 2025, to approve a new investment advisory agreement with Victory Capital Management Inc. The current investment adviser, Amundi Asset Management US, Inc. (Amundi US), will terminate its agreement upon the successor role of Victory Capital following a definitive agreement between Amundi Holdings and Victory Holdings. This transaction aims to enhance advisory services without changing the Funds' investment objectives or strategies. Victory Capital will maintain the existing advisory fee structure while agreeing to fee waivers for three years post-transaction. Shareholders are advised to vote 'FOR' to prevent disruption from Saba Capital Management’s anticipated opposing campaign, which threatens the operational integrity of the funds and might leave them without an adviser.

Additional details:

Record Date: 2025-02-04


Special Meeting Date: 2025-03-26


Current Adviser: Amundi Asset Management US, Inc.


Successor Adviser: Victory Capital Management Inc.


Proxy Card Color: WHITE


Proxy Submission Deadline: 2025-03-25


Form Type: PREC14A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000182126825000023

Filing Summary: A Special Meeting of Stockholders for the Pioneer Municipal High Income Fund, Inc., Pioneer Municipal High Income Advantage Fund, Inc., and Pioneer Municipal High Income Opportunities Fund, Inc. is scheduled for March 26, 2025, to seek approval of a new investment advisory agreement between the Funds and Victory Capital Management Inc. This proposal follows a binding agreement between Amundi Holdings and Victory Capital to merge, resulting in Victory Capital succeeding Amundi as the Funds' investment adviser. The current investment advisory agreement will terminate automatically upon completion of the merger, but the advisory fee rate will remain unchanged. The Board of Directors recommends a 'FOR' vote on this proposal. Additionally, Saba Capital Management, known for opportunistic strategies, may oppose the agreement, prompting potential disruptions unless the shareholders approve the new agreement. Voting is crucial to avoid leaving the Funds without an adviser.

Additional details:

Record Date: 2025-02-04


Meeting Date: 2025-03-26


Location: Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110


Voting Deadline: 2025-03-25


Proposed Adviser: Victory Capital Management Inc.


Current Adviser: Amundi Asset Management US, Inc.


Affiliated Investment Management Firm: Victory Capital Holdings, Inc.


Proxy Card Color: WHITE


Special Meeting Time: 12:00 p.m. (Eastern Time)


Advisory Fee Waiver Term: three years


Shareholder Campaign: Saba Capital Management, L.P.


Form Type: PREC14A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000090266425000468

Filing Summary: Pioneer Municipal High Income Fund, Inc. is facing a proxy solicitation initiated by Saba Capital Management, L.P. against a proposed reorganization of the Fund that would integrate the current investment advisory services of Amundi Asset Management with Victory Capital Holdings, Inc. Shareholders are set to vote on whether to approve this reorganization at a special meeting, not yet scheduled. Saba Capital opposes this reorganization, as it believes shareholders should have the option to exit the Fund at net asset value (NAV), which the current proposal does not provide. Saba intends to vote all shares against the reorganization proposal, which requires a three-quarters majority for approval. This document serves as a preliminary proxy statement to mobilize shareholder opposition to the reorganization, highlighting concerns over the absence of NAV exit options for shareholders.

Additional details:

Proposal: To approve the reorganization of the Fund into a new fund advised by Victory Capital Management Inc.


Recommendation: AGAINST


Vote Required: At least three-quarters of the votes entitled to be cast are required for approval.


Beneficial Ownership: 4,131,903 Common Shares beneficially owned by Saba Capital and Boaz R. Weinstein.


Record Date: [●], 2025


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