SEC Form N-CSR filed by Pioneer Municipal High Income Advantage Fund Inc.
Ticker Symbol: MAV |

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Q |
How did the Fund perform during the twelve-month period ended March 31, 2025? |
A |
Pioneer Municipal High Income Advantage Fund, Inc. returned 1.15% at net asset value (NAV) and 7.25% at market price during the twelve-month period ended March 31, 2025. During the same twelve-month period, the Fund’s benchmarks, the Bloomberg US Municipal High Yield Bond Index and the Bloomberg Municipal Bond Index, returned 5.59% and 1.22% at NAV, respectively. The Bloomberg US Municipal High Yield Bond Index is an unmanaged measure of the performance of lower rated municipal bonds, while the Bloomberg Municipal Bond Index is an unmanaged measure of the performance of investment-grade municipal bonds. Unlike the Fund, the two indices do not use leverage. While the use of leverage increases investment opportunity, it also increases investment risk. |
During the same twelve-month period, the average return at NAV of the 28 closed end funds in Morningstar’s Closed End High Yield Municipal category (which may or may not be leveraged) |
was 2.09%, and the average return at market price of the closed-end funds within the same Morningstar category was 6.40%. The shares of the Fund were selling at a 6.07% discount to NAV on March 31, 2025. Comparatively, the shares of the Fund were selling at a 11.41% discount to NAV on March 31, 2024. On March 31, 2025, the standardized 30-day SEC yield of the Fund’s shares was 4.83%*. | |
Q |
Which of your investment strategies contributed positively to performance over the period? |
A |
The Fund’s primary objective is to provide a high level of current income to shareholders, exempt from regular federal income tax. The Fund’s income paying ability was maintained during the period through a series of thematic repositioning trades. Credit selection was a key positive contributor to the Fund's performance. The Fund was able to sell certain lower coupon bonds and reinvest proceeds of those sales into higher coupon bonds. In addition, the call structure of the portfolio was enhanced as short call bonds were sold and reinvested in municipal bonds with longer call dates. The Fund's credit profile favored a bias to lower quality, higher yielding securities as select A rated municipal bonds were sold in favor of attractive opportunities within BBB rated municipal bonds. The Fund's allocation to high yield municipal bonds was increased from 45% to the 55%, closer to the Fund's maximum limit of 60% in an effort to capture income enhancing opportunities in the current market environment. |
Q |
Which investment strategies detracted from the Fund’s benchmark-relative performance results during the 12-month period ended March 31, 2025? |
A |
The Fund carries leveraged exposure to the municipal bond market, The cost of the Fund's borrowing for leverage detracted from the Fund's benchmark-relative returns for the period. The Fund disposed of relatively illiquid tobacco MSA bonds, including zero coupon bonds, and reinvested proceeds into new issue municipal bonds and to the Commonwealth of Puerto Rico. The |
* | The 30-day SEC yield is a standardized formula that is based on the hypothetical annualized earning power (investment income only) of the Fund’s portfolio securities during the period indicated. |
Fund's prospectus limitations on investments in high single B and below rated municipal bonds caused the Fund's performance to lag relative to the Bloomberg Municipal High Yield Index, which does not have such limitations. | |
Q |
Did the Fund’s distributions ** to stockholders change during the twelve-month period ended March 31, 2025? |
A |
The Fund’s monthly distribution rate increased from $0.310 to $0.325 per share in April 2024, and remained at that level through March 31, 2025. The increase in the Fund’s monthly distribution rate in the beginning of the period was due to a decrease in the cost of the leverage incurred by the Fund, following the reduction in leverage of the Fund in February of 2024. The amount of distributions made to stockholders during the period was in excess of the net investment income earned by the Fund during the period. The Fund has accumulated undistributed net investment income which is part of the Fund's net asset value ("NAV"). A portion of this accumulated net investment income was distributed to stockholders during the period. A decrease in distributions may have a negative effect on the market value of the Fund's shares. |
Q |
Did the level of leverage in the Fund change during the twelve-month period March 31, 2025? |
A |
On March 31, 2025, 19.0% of the Fund’s total managed assets were financed by leverage obtained through the issuance of Variable Rate Muni Fund Term Preferred Shares, compared with 18.5% of the Fund’s total managed assets financed by leverage at the start of the period on April 1, 2024. The increase in the total managed assets financed by leverage resulted from a decrease in the value of the Fund's total managed assets. The interest rate on the Fund's leverage decreased by 21 basis points during the period from April 1, 2024 to March 31, 2025. |
Q |
Did the Fund have any exposure to derivatives during the twelve- month period ended March 31, 2025? |
A |
The Fund’s limited exposure to U.S. treasury futures had a negligible effect on benchmark relative performance. |
** |
Dividends/Distributions are not guaranteed |
Q |
What is your investment outlook, and how is the Fund positioned heading into its new fiscal year? |
A |
Late last year, the US economy appeared to be headed for a remarkable soft landing. Domestic inflation was poised to continue its descent to the Fed’s 2% target without a significant rise in unemployment. The macroeconomic outlook, however, has changed significantly over the past couple of months, as the reality of higher US import tariffs is extrapolated into higher prices and lower inflation-adjusted spending in upcoming quarters. Inflation remains well above the Fed’s target, and proposed tariffs will likely push prices higher in the near-term. We do not expect the Fed to raise rates in response to higher inflation, as Chair Powell and other Fed officials view tariffs as having a transitory impact on inflation that does not justify tighter monetary policy. We believe that, more likely, inflation pressures will just lead the Fed to delay further cuts in the Federal Funds target rate. The FOMC will also likely be less willing to preemptively lower rates to avoid a growth slowdown. Committee members will likely need to see significant labor market weakness or other clear signs of a US recession before materially cutting the policy rate. With elevated policy uncertainty and greater risk of the Fed falling “behind the curve” to prevent a recession, we believe that the odds of recession have materially increased. |
We generally expect credit stability in 2025. We believe potential policy shifts could create both credit negatives and credit positives. For example, some of these policy impacts may be felt in port issuers with broadly applied tariffs impacting bottom lines, hands-off energy policy could benefit traditional energy producing local agencies and states, while Medicaid and Medicare eligibility/reimbursement rate shifts could negatively impact smaller regional health care systems. Important to note is that these policies will take time to filter into the municipal market and will likely not be reflected until later in 2025 and beyond. Further, the stronger than expected economic growth experienced in 2024 generally has left issuers well positioned to weather policy shifts that may occur in 2025. | |
In terms of relative value, thematic trades centered around picking specific sectors will likely remain challenging in an |
evolving political landscape. Broadly speaking, we expect the AMT transportation sector, which includes airports and toll roads, to outperform. This sector typically is subject to Alternative Minimum Tax (AMT), but if the Tax Cuts and Jobs Act is to be renewed, it could provide a technical tailwind to the sector. There is likely room for spread compression in the sector if the tax code limits the number of individuals subject to the AMT. The prepaid gas sector is another area of interest. This sector stands to benefit from the Trump administration’s promise to deregulate the energy industry and to impose tariffs on non-US energy supply. On top of the regulatory tailwind, the sector issues into the longer end of the municipal yield curve, an area we find particularly attractive in today’s landscape. | |
On the opposite end of the spectrum is the healthcare/hospital sector, which performed well in 2024 but may be disadvantaged by the historically high credit spreads with which it entered 2025. Additionally, with the potential for significant Medicare and Medicaid policy shifts, systems with high exposure to these programs could see their budgets compress. We believe the correct sector focus shifts allocations from the hospital sector into the senior living subsector, specifically in systems that are less dependent on Medicaid payments from a credit fundamental standpoint. It will be necessary to remain nimble in the event that policy shifts substantially change the course for certain sectors. | |
Our goal is to invest the Fund in what we believe are fundamentally sound credits representing relative value opportunities, while maintaining an appropriate level of risk management. We also seek to avoid experiencing defaults in the Fund through our emphasis on fundamental research. We believe this steady, long-term approach remains the most effective way to identify opportunities and to help minimize the risk associated with investing in the high-yield municipal market. |



(As a percentage of total investments)* | ||
1. | Buckeye Tobacco Settlement Financing Authority, Senior Class 2, Series B-2, 5.00%, 6/1/55 | 4.94% |
2. | Puerto Rico Commonwealth Aqueduct & Sewer Authority, Series A, 5.00%, 7/1/47 (144A) | 4.50 |
3. | Arkansas Development Finance Authority, Green Bond, 5.45%, 9/1/52 | 3.97 |
4. | Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A-1, 5.00%, 7/1/58 | 3.84 |
5. | Massachusetts Development Finance Agency, WGBH Educational Foundation, Series A, 5.75%, 1/1/42 (AMBAC Insured) | 3.73 |
6. | New York Transportation Development Corp., John F. Kennedy International Airport New Terminal One Project, 5.50%, 6/30/60 | 3.64 |
7. | Iowa Finance Authority, Alcoa Inc. Projects, 4.75%, 8/1/42 | 2.65 |
8. | City of Houston Airport System Revenue, 4.00%, 7/15/41 | 2.59 |
9. | California Statewide Communities Development Authority, Loma Linda University Medical Center, Series A, 5.00%, 12/1/46 (144A) | 2.30 |
10. | Commonwealth of Puerto Rico, Restructured Series A-1, 4.00%, 7/1/46 | 2.29 |
3/31/25 |
3/31/24 | |
Market Value | $ |
$ |
Discount | ( |
( |
3/31/25 |
3/31/24 | |
Net Asset Value | $ |
$ |
Net Investment Income |
Short-Term Capital Gains |
Long-Term Capital Gains | |
4/1/24 – 3/31/25 | $0.3900 | $— | $— |
3/31/25 |
3/31/24 | |
30-Day SEC Yield | 4.83% | 3.31% |
Principal Amount USD ($) |
Value | |||||
UNAFFILIATED ISSUERS — 120.8% |
||||||
Municipal Bonds — 120.8% of Net Assets(a) |
||||||
Alabama — 1.8% |
||||||
2,500,000 | Mobile County Industrial Development Authority, Calvert LLC Project, Series A, 5.00%, 6/1/54 | $ 2,484,650 | ||||
1,400,000 | Mobile County Industrial Development Authority, Calvert LLC Project, Series B, 4.75%, 12/1/54 | 1,330,518 | ||||
Total Alabama |
$3,815,168 | |||||
Arizona — 1.5% |
||||||
1,325,000 | Arizona Industrial Development Authority, Doral Academy Nevada Fire Mesa, Series A, 5.00%, 7/15/39 | $ 1,312,784 | ||||
1,965,000 | Industrial Development Authority of the City of Phoenix, 3rd & Indian School Assisted Living Project, 5.40%, 10/1/36 | 1,796,894 | ||||
Total Arizona |
$3,109,678 | |||||
Arkansas — 5.5% |
||||||
1,500,000 | Arkansas Development Finance Authority, Big River Steel Project, 4.75%, 9/1/49 (144A) | $ 1,453,440 | ||||
10,000,000 | Arkansas Development Finance Authority, Green Bond, 5.45%, 9/1/52 | 10,186,200 | ||||
Total Arkansas |
$11,639,640 | |||||
California — 10.5% |
||||||
10,000,000(b) | California County Tobacco Securitization Agency, Capital Appreciation, Stanislaus County, Subordinated, Series A, 6/1/46 | $ 2,407,500 | ||||
2,000,000(c) | California Educational Facilities Authority, Series V-5, 5.00%, 3/1/55 | 2,353,000 | ||||
1,500,000 | California Municipal Finance Authority, Series A, 5.25%, 11/1/52 (AGM Insured) | 1,559,130 | ||||
1,000,000 | California Municipal Finance Authority, Westside Neighborhood School Project, 6.375%, 6/15/64 (144A) | 1,067,940 | ||||
300,000 | California School Finance Authority, Envision Education – Obligated Group, Series A, 5.00%, 6/1/54 (144A) | 294,975 | ||||
600,000 | California School Finance Authority, New Designs Charter School Project, Series A, 5.00%, 6/1/64 (144A) | 568,686 | ||||
1,875,000 | California Statewide Communities Development Authority, Lancer Plaza Project, 5.875%, 11/1/43 | 1,877,756 | ||||
2,000,000 | California Statewide Communities Development Authority, Loma Linda University Medical Center, 5.50%, 12/1/58 (144A) | 2,033,920 |
Principal Amount USD ($) |
Value | |||||
California — (continued) |
||||||
5,915,000 | California Statewide Communities Development Authority, Loma Linda University Medical Center, Series A, 5.00%, 12/1/46 (144A) | $ 5,914,882 | ||||
4,000,000 | San Diego County Regional Airport Authority, Private Activity, Series B, 5.25%, 7/1/58 | 4,155,640 | ||||
Total California |
$22,233,429 | |||||
Colorado — 1.7% |
||||||
1,250,000 | Colorado Educational & Cultural Facilities Authority, Ascent Classical Academy Charter Schools, Inc Project, 5.75%, 4/1/59 (144A) | $ 1,269,200 | ||||
2,350,000 | Dominion Water & Sanitation District, 5.875%, 12/1/52 | 2,285,634 | ||||
Total Colorado |
$3,554,834 | |||||
District of Columbia — 3.0% |
||||||
500,000 | District of Columbia, Union Market Project, Series A, 5.125%, 6/1/34 (144A) | $ 493,365 | ||||
5,715,000 | District of Columbia Tobacco Settlement Financing Corp., Asset-Backed, 6.75%, 5/15/40 | 5,841,530 | ||||
Total District of Columbia |
$6,334,895 | |||||
Florida — 4.9% |
||||||
600,000 | Capital Projects Finance Authority, Navigator Academy Of Leadership Obligated Group Project, 5.00%, 6/15/54 (144A) | $ 560,460 | ||||
940,000 | Capital Projects Finance Authority, Navigator Academy Of Leadership Obligated Group Project, 5.00%, 6/15/64 (144A) | 857,318 | ||||
1,410,000 | Capital Projects Finance Authority, Unionwest Properties LLC Project, Series A-1, 5.25%, 6/1/44 (144A) | 1,445,617 | ||||
500,000 | Capital Trust Authority, Series A, 5.25%, 6/15/59 (144A) | 477,550 | ||||
750,000 | Capital Trust Authority, Mason Classical Academy Project, Series A, 5.00%, 6/1/54 (144A) | 724,208 | ||||
850,000 | Capital Trust Authority, Mason Classical Academy Project, Series A, 5.00%, 6/1/64 (144A) | 798,124 | ||||
750,000 | City of Venice, Village On The Isle Project, Series A, 5.625%, 1/1/60 (144A) | 755,197 | ||||
825,000 | County of Lake, Imagine South Lake, Charter School Project, 5.00%, 1/15/49 (144A) | 772,769 | ||||
1,000,000 | Florida Development Finance Corp., Brightline Florida Passenger Rail Project, 5.25%, 7/1/53 (AGM Insured) | 1,030,020 | ||||
1,000,000 | Florida Development Finance Corp., Brightline Florida Passenger Rail Project, 5.50%, 7/1/53 | 1,013,750 |
Principal Amount USD ($) |
Value | |||||
Florida — (continued) |
||||||
500,000 | Florida Development Finance Corp., The Henry Project, Series A-1, 5.25%, 6/1/54 (144A) | $ 493,580 | ||||
1,000,000 | Florida Development Finance Corp., The Henry Project, Series A-1, 5.25%, 6/1/59 (144A) | 972,520 | ||||
585,000 | Miami-Dade County Industrial Development Authority, Academir Charter Schools, Inc., Project, Series A, 5.25%, 7/1/52 (144A) | 560,155 | ||||
Total Florida |
$10,461,268 | |||||
Hawaii — 0.3% |
||||||
600,000 | State of Hawaii Airports System Revenue, Series A, 5.50%, 7/1/54 | $ 636,366 | ||||
Total Hawaii |
$636,366 | |||||
Idaho — 0.9% |
||||||
2,000,000 | Power County Industrial Development Corp., FMC Corp. Project, 6.45%, 8/1/32 | $ 2,005,500 | ||||
Total Idaho |
$2,005,500 | |||||
Illinois — 5.9% |
||||||
3,760,000(d) | Chicago Board of Education, Series A, 5.00%, 12/1/47 | $ 3,544,778 | ||||
1,000,000(d) | Chicago Board of Education, Series A, 7.00%, 12/1/46 (144A) | 1,048,000 | ||||
1,200,000(d) | Chicago Board of Education, Series D, 5.00%, 12/1/46 | 1,138,872 | ||||
2,000,000(d) | Chicago Board of Education, Series H, 5.00%, 12/1/46 | 1,899,780 | ||||
1,250,000 | Chicago O'Hare International Airport, Senior Lien, Series A, 5.50%, 1/1/59 | 1,303,650 | ||||
1,700,000 | Chicago O'Hare International Airport, Senior Lien, Series B, 5.50%, 1/1/59 | 1,819,170 | ||||
140,903(b) | Illinois Finance Authority, Cabs Clare Oaks Project, Series B-1, 11/15/52 | 14 | ||||
54,417(c)(e) | Illinois Finance Authority, Clare Oaks Project, Series A-3, 4.00%, 11/15/52 | 8,707 | ||||
2,000,000 | Metropolitan Pier & Exposition Authority, McCormick Place Expansion, 4.00%, 6/15/50 | 1,711,120 | ||||
631,129(e) | Southwestern Illinois Development Authority, Village of Sauget Project, 5.625%, 11/1/26 | 132,221 | ||||
Total Illinois |
$12,606,312 | |||||
Principal Amount USD ($) |
Value | |||||
Indiana — 0.8% |
||||||
750,000 | City of Valparaiso, Pratt Paper LLC Project, 5.00%, 1/1/54 (144A) | $ 750,585 | ||||
1,000,000 | Indiana Finance Authority, Multipurpose Educational Facilities, Avondale Meadows Academy Project, 5.125%, 7/1/37 | 1,004,290 | ||||
Total Indiana |
$1,754,875 | |||||
Iowa — 4.1% |
||||||
6,900,000 | Iowa Finance Authority, Alcoa Inc. Projects, 4.75%, 8/1/42 | $ 6,810,231 | ||||
2,055,000 | Iowa Tobacco Settlement Authority, Series A-2, 4.00%, 6/1/49 | 1,855,049 | ||||
Total Iowa |
$8,665,280 | |||||
Louisiana — 2.8% |
||||||
2,500,000 | Louisiana Public Facilities Authority, I-10 Calcasieu River Bridge Public-Private Partnership Project, 5.50%, 9/1/59 | $ 2,585,700 | ||||
3,220,000 | Louisiana Public Facilities Authority, I-10 Calcasieu River Bridge Public-Private Partnership Project, 5.75%, 9/1/64 | 3,390,853 | ||||
Total Louisiana |
$5,976,553 | |||||
Massachusetts — 5.5% |
||||||
370,000 | Massachusetts Development Finance Agency, Gingercare Living Issue, Series A, 5.50%, 12/1/44 (144A) | $ 364,964 | ||||
1,885,000 | Massachusetts Development Finance Agency, Gingercare Living Issue, Series A, 5.875%, 12/1/60 (144A) | 1,855,877 | ||||
8,000,000 | Massachusetts Development Finance Agency, WGBH Educational Foundation, Series A, 5.75%, 1/1/42 (AMBAC Insured) | 9,575,600 | ||||
Total Massachusetts |
$11,796,441 | |||||
Michigan — 2.4% |
||||||
1,955,000 | David Ellis Academy-West, 5.25%, 6/1/45 | $ 1,732,325 | ||||
3,000,000 | Michigan Finance Authority, The Henry Ford Health Detroit South Campus Central Utility Plant Project, 5.50%, 2/28/49 | 3,194,010 | ||||
205,000 | Michigan Public Educational Facilities Authority, Crescent Academy, 7.00%, 10/1/36 | 205,277 | ||||
Total Michigan |
$5,131,612 | |||||
Principal Amount USD ($) |
Value | |||||
Minnesota — 0.7% |
||||||
650,000 | City of Brooklyn Park, Prairie Seeds Academy Project, 5.25%, 6/15/64 | $ 602,602 | ||||
1,000,000 | City of Ham Lake, DaVinci Academy, Series A, 5.00%, 7/1/47 | 908,140 | ||||
Total Minnesota |
$1,510,742 | |||||
Montana — 0.3% |
||||||
2,445,000(c)(e) | City of Hardin, Tax Allocation, Rocky Mountain Power, Inc., Project, 6.25%, 9/1/31 | $ 552,570 | ||||
1,000,000(e) | Two Rivers Authority, 7.375%, 11/1/27 | 15,000 | ||||
Total Montana |
$567,570 | |||||
New York — 11.9% |
||||||
2,000,000 | Metropolitan Transportation Authority, Green Bond, Series C-1, 5.25%, 11/15/55 | $ 2,049,040 | ||||
2,500,000 | Metropolitan Transportation Authority, Green Bond, Series D-2, 4.00%, 11/15/48 | 2,171,300 | ||||
1,500,000 | Metropolitan Transportation Authority Dedicated Tax Fund, Series B-1, 4.00%, 11/15/54 | 1,359,345 | ||||
2,530,000 | New York Counties Tobacco Trust IV, Settlement Pass-Through, Series A, 5.00%, 6/1/45 | 2,407,396 | ||||
3,240,000 | New York Counties Tobacco Trust VI, Series 2B, 5.00%, 6/1/45 | 3,118,144 | ||||
1,700,000 | New York Transportation Development Corp., 5.50%, 6/30/54 | 1,760,401 | ||||
1,750,000 | New York Transportation Development Corp., Green Bond, 5.375%, 6/30/60 | 1,774,640 | ||||
230,000 | New York Transportation Development Corp., JFK Airport Terminal 6 Redevelopment Project, Series A, 5.50%, 12/31/60 | 238,540 | ||||
9,060,000 | New York Transportation Development Corp., John F. Kennedy International Airport New Terminal One Project, 5.50%, 6/30/60 | 9,354,087 | ||||
1,000,000 | Westchester County Local Development Corp., Purchase Senior Learning Community, 5.00%, 7/1/56 (144A) | 971,730 | ||||
Total New York |
$25,204,623 | |||||
North Carolina — 2.2% |
||||||
4,000,000 | North Carolina Medical Care Commission, Carolina Meadows, 5.25%, 12/1/54 | $ 4,214,200 |
Principal Amount USD ($) |
Value | |||||
North Carolina — (continued) |
||||||
200,000 | North Carolina Medical Care Commission, Penick Village Project, Series A, 5.50%, 9/1/44 | $ 204,230 | ||||
220,000 | North Carolina Medical Care Commission, Penick Village Project, Series A, 5.50%, 9/1/54 | 219,347 | ||||
Total North Carolina |
$4,637,777 | |||||
Ohio — 8.5% |
||||||
14,355,000 | Buckeye Tobacco Settlement Financing Authority, Senior Class 2, Series B-2, 5.00%, 6/1/55 | $ 12,671,158 | ||||
1,500,000 | County of Muskingum, Genesis Healthcare System Project , 5.00%, 2/15/44 | 1,497,465 | ||||
1,985,000 | Ohio Housing Finance Agency, Mortgage-Backed Securities Program, Series B, 4.70%, 9/1/54 (GNMA/FNMA/FHLMC Insured) | 1,867,806 | ||||
2,000,000 | State of Ohio, 5.00%, 12/31/39 | 2,000,880 | ||||
Total Ohio |
$18,037,309 | |||||
Pennsylvania — 8.7% |
||||||
500,000 | Allentown Commercial and Industrial Development Authority, Executive Education Academy Charter School Project, 5.00%, 7/1/59 (144A) | $ 465,950 | ||||
820,000 | Allentown Neighborhood Improvement Zone Development Authority, City Center Project, 5.00%, 5/1/42 (144A) | 821,419 | ||||
1,500,000 | Allentown Neighborhood Improvement Zone Development Authority, Waterfront - 30 E. Allen Street Project, Series A, 5.25%, 5/1/42 (144A) | 1,492,500 | ||||
1,000,000 | Chester County Industrial Development Authority, Collegium Charter School, Series A, 5.25%, 10/15/47 | 941,870 | ||||
300,000 | Chester County Industrial Development Authority, Renaissance Academy Charter School Project, 4.50%, 10/1/64 (144A) | 256,806 | ||||
6,665,000 | Montgomery County Higher Education and Health Authority, Thomas Jefferson University, 4.00%, 9/1/49 | 5,782,887 | ||||
2,000,000 | Montgomery County Industrial Development Authority, The Haverford School Project, 4.00%, 3/1/49 | 1,753,220 | ||||
3,335,000 | Pennsylvania Higher Educational Facilities Authority, University of Pennsylvania, 4.00%, 8/15/49 | 2,962,380 | ||||
2,500,000(c) | Philadelphia Authority for Industrial Development, 5.125%, 12/15/44 (144A) | 2,317,500 | ||||
500,000 | Philadelphia Authority for Industrial Development, 5.50%, 6/1/49 (144A) | 496,125 |
Principal Amount USD ($) |
Value | |||||
Pennsylvania — (continued) |
||||||
1,000,000 | Philadelphia Authority for Industrial Development, Global Leadership Academy Charter School Project, Series A, 5.00%, 11/15/50 | $ 846,760 | ||||
470,000 | Philadelphia Authority for Industrial Development, Greater Philadelphia Health Action, Inc., Project, Series A, 6.625%, 6/1/50 | 462,419 | ||||
Total Pennsylvania |
$18,599,836 | |||||
Puerto Rico — 16.9% |
||||||
462,343(c) | Commonwealth of Puerto Rico, 11/1/43 | $ 291,276 | ||||
2,375,679(d) | Commonwealth of Puerto Rico, Restructured Series A-1, 4.00%, 7/1/37 | 2,340,044 | ||||
5,021,480(d) | Commonwealth of Puerto Rico, Restructured Series A-1, 4.00%, 7/1/41 | 4,619,762 | ||||
6,810,000(d) | Commonwealth of Puerto Rico, Restructured Series A-1, 4.00%, 7/1/46 | 5,884,044 | ||||
11,550,000 | Puerto Rico Commonwealth Aqueduct & Sewer Authority, Series A, 5.00%, 7/1/47 (144A) | 11,564,437 | ||||
1,400,000(c) | Puerto Rico Industrial Development Co., 7.00%, 1/1/54 | 1,324,330 | ||||
9,996,000 | Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series A-1, 5.00%, 7/1/58 | 9,846,060 | ||||
Total Puerto Rico |
$35,869,953 | |||||
Rhode Island — 0.3% |
||||||
1,355,000(e) | Central Falls Detention Facility Corp., 7.25%, 7/15/35 | $ 542,000 | ||||
Total Rhode Island |
$542,000 | |||||
South Carolina — 2.6% |
||||||
550,000 | South Carolina Jobs-Economic Development Authority, Beaufort Memorial Hospital & South Of Broad Healthcare Project, 5.75%, 11/15/54 | $ 571,241 | ||||
4,400,000(f) | Tobacco Settlement Revenue Management Authority, Series B, 6.375%, 5/15/30 | 5,027,000 | ||||
Total South Carolina |
$5,598,241 | |||||
Tennessee — 0.3% |
||||||
550,000 | Knox County Health Educational & Housing Facility Board, University of Tennessee Project, Series B-1, 5.25%, 7/1/64 (BAM Insured) | $ 557,673 | ||||
Total Tennessee |
$557,673 | |||||
Texas — 7.7% |
||||||
300,000 | Arlington Higher Education Finance Corp., Great Hearts America, Series A, 5.00%, 8/15/54 | $ 280,899 |
Principal Amount USD ($) |
Value | |||||
Texas — (continued) |
||||||
490,000 | Arlington Higher Education Finance Corp., LTTS Charter School, Universal Academy, 5.45%, 3/1/49 (144A) | $ 493,989 | ||||
1,000,000 | Arlington Higher Education Finance Corp., Universal Academy, Series A, 7.00%, 3/1/34 | 1,001,700 | ||||
1,500,000 | Arlington Higher Education Finance Corp., Universal Academy, Series A, 7.125%, 3/1/44 | 1,500,090 | ||||
7,345,000 | City of Houston Airport System Revenue, 4.00%, 7/15/41 | 6,639,806 | ||||
1,000,000 | City of Houston Airport System Revenue, Series A, 4.00%, 7/1/41 | 915,210 | ||||
5,000,000(c)(e) | Greater Texas Cultural Education Facilities Finance Corp., 9.00%, 2/1/50 (144A) | 3,050,000 | ||||
2,430,000 | Greater Texas Cultural Education Facilities Finance Corp., Texas Biomedical Research Institute Project, Series A, 5.25%, 6/1/54 | 2,519,934 | ||||
Total Texas |
$16,401,628 | |||||
Utah — 0.5% |
||||||
400,000 | Mida Mountain Village Public Infrastructure District, Series 1, 5.125%, 6/15/54 (144A) | $ 379,364 | ||||
600,000 | Mida Mountain Village Public Infrastructure District, Series 2, 6.00%, 6/15/54 (144A) | 619,398 | ||||
Total Utah |
$998,762 | |||||
Virginia — 7.1% |
||||||
1,000,000 | Lynchburg Economic Development Authority, 3.00%, 1/1/51 | $ 700,360 | ||||
50,000 | Tobacco Settlement Financing Corp., Series B-1, 5.00%, 6/1/47 | 45,872 | ||||
1,000,000 | Virginia Small Business Financing Authority, Senior Lien, 5.00%, 12/31/47 | 1,000,180 | ||||
1,000,000 | Virginia Small Business Financing Authority, Senior Lien 95 Express Lanes LLC Project, 4.00%, 1/1/48 | 867,290 | ||||
5,500,000 | Virginia Small Business Financing Authority, Transform 66-P3 Project, 5.00%, 12/31/49 | 5,492,025 | ||||
2,500,000 | Virginia Small Business Financing Authority, Transform 66-P3 Project, 5.00%, 12/31/52 | 2,477,900 | ||||
4,600,000 | Virginia Small Business Financing Authority, Transform 66-P3 Project, 5.00%, 12/31/56 | 4,531,000 | ||||
Total Virginia |
$15,114,627 | |||||
Principal Amount USD ($) |
Value | |||||
Washington — 0.2% |
||||||
500,000 | Washington State Housing Finance Commission, Radford Court And Nordhem Court Portfolio, 5.00%, 7/1/54 | $ 506,115 | ||||
Total Washington |
$506,115 | |||||
Wisconsin — 1.3% |
||||||
750,000 | Public Finance Authority, Roseman University Health Sciences Project, 5.875%, 4/1/45 | $ 750,690 | ||||
2,000,000 | Public Finance Authority, Senior Lien-Puerto Rico Tollroads LLC, Series A, 5.75%, 7/1/54 | 2,093,440 | ||||
Total Wisconsin |
$2,844,130 | |||||
Total Municipal Bonds (Cost $256,693,897) |
$256,712,837 | |||||
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS — 120.8% (Cost $256,693,897) |
$256,712,837 | |||||
OTHER ASSETS AND LIABILITIES — (20.8)% |
$(44,205,030) | |||||
net assets applicable to common stockholders — 100.0% |
$212,507,807 | |||||
AGM | Assured Guaranty Municipal Corp. |
AMBAC | Ambac Assurance Corporation. |
BAM | Build America Mutual Assurance Company. |
(144A) | The resale of such security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers. At March 31, 2025, the value of these securities amounted to $48,462,550, or 22.8% of net assets applicable to common stockholders. |
(a) | Consists of Revenue Bonds unless otherwise indicated. |
(b) | Security issued with a zero coupon. Income is recognized through accretion of discount. |
(c) | The interest rate is subject to change periodically. The interest rate and/or reference index and spread shown at March 31, 2025. |
(d) | Represents a General Obligation Bond. |
(e) | Security is in default. |
(f) | Escrow to maturity. |
Revenue Bonds: |
|
Development Revenue | 21.1% |
Transportation Revenue | 20.7 |
Health Revenue | 13.7 |
Tobacco Revenue | 13.0 |
Education Revenue | 12.5 |
Water Revenue | 5.4 |
Other Revenue | 5.1 |
Facilities Revenue | 0.2 |
General Revenue | 0.2 |
91.9% | |
General Obligation Bonds: |
8.1% |
100.0% |
FIXED INCOME INDEX FUTURES CONTRACTS
Number of Contracts Long |
Description |
Expiration Date |
Notional Amount |
Market Value |
Unrealized Appreciation |
68 | U.S. Long Bond (CBT) | 6/18/25 | $7,890,305 | $7,975,125 | $84,820 |
TOTAL FUTURES CONTRACTS |
$7,890,305 |
$7,975,125 |
$84,820 | ||
CBT | Chicago Board of Trade. |
Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost | $11,441,971 |
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value | (11,169,362) |
Net unrealized appreciation | $272,609 |
Level 1 | – | unadjusted quoted prices in active markets for identical securities. |
Level 2 | – | other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements — Note 1A. |
Level 3 | – | significant unobservable inputs (including the Adviser’s own assumptions in determining fair value of investments). See Notes to Financial Statements — Note 1A. |
Level 1 |
Level 2 |
Level 3 |
Total | |
Municipal Bonds | $— | $256,712,837 | $— | $256,712,837 |
Total Investments in Securities |
$— |
$256,712,837 |
$— |
$256,712,837 |
Other Financial Instruments |
||||
Variable Rate MuniFund Term Preferred Shares (a) |
$— | $(50,000,000) | $— | $(50,000,000) |
Net unrealized appreciation on futures contracts | 84,820 | — | — | 84,820 |
Total Other Financial Instruments |
$84,820 |
$(50,000,000) |
$— |
$(49,915,180) |
(a) | The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes. |
ASSETS: |
|
Investments in unaffiliated issuers, at value (cost $256,693,897) | $256,712,837 |
Cash | 1,838,408 |
Futures collateral | 825,139 |
Variation margin for futures contracts | 12,750 |
Distributions paid in advance | 777,219 |
Receivables — | |
Interest | 3,400,439 |
Other assets | 101 |
Total assets |
$263,566,893 |
LIABILITIES: |
|
Variable Rate MuniFund Term Preferred Shares* | $50,000,000 |
Due to broker for futures | 12,750 |
Payables — | |
Distributions | 777,679 |
Directors’ fees | 467 |
Management fees | 51,906 |
Administrative expenses | 30,368 |
Accrued expenses | 185,916 |
Total liabilities |
$51,059,086 |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: |
|
Paid-in capital | $284,214,601 |
Distributable earnings (loss) | (71,706,794) |
Net assets |
$212,507,807 |
NET ASSET VALUE PER COMMON SHARE: |
|
Based on $212,507,807/23,914,439 common shares | $8.89 |
INVESTMENT INCOME: |
||
Interest from unaffiliated issuers | $14,157,451 | |
Total Investment Income | $14,157,451 | |
EXPENSES: |
||
Management fees | $1,620,548 | |
Administrative expenses | 74,027 | |
Transfer agent fees | 16,276 | |
Stockholder communications expense | 77,150 | |
Custodian fees | 2,559 | |
Professional fees | 330,829 | |
Printing expense | 19,146 | |
Officers’ and Directors’ fees | 9,517 | |
Insurance expense | 5,811 | |
Interest expense | 2,919,574 | |
Miscellaneous | 90,293 | |
Total expenses | $5,165,730 | |
Net investment income | $8,991,721 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||
Net realized gain (loss) on: | ||
Investments in unaffiliated issuers | $(10,431,199) | |
Futures contracts | (304,827) | $(10,736,026) |
Change in net unrealized appreciation (depreciation) on: | ||
Investments in unaffiliated issuers | $3,608,429 | |
Futures contracts | (106,776) | $3,501,653 |
Net realized and unrealized gain (loss) on investments | $(7,234,373) | |
Net increase in net assets resulting from operations | $1,757,348 |
Year Ended 3/31/25 |
Year Ended 3/31/24 | |
FROM OPERATIONS: |
||
Net investment income (loss) | $8,991,721 | $9,308,711 |
Net realized gain (loss) on investments | (10,736,026) | (18,508,575) |
Change in net unrealized appreciation (depreciation) on investments | 3,501,653 | 13,054,389 |
Net increase in net assets resulting from operations | $1,757,348 |
$3,854,525 |
DISTRIBUTIONS TO COMMON STOCKHOLDERS: |
||
($0.39 and $0.35 per share, respectively) | $(9,326,631) | $(8,322,225) |
Total distributions to common stockholders | $(9,326,631) | $(8,322,225) |
Net decrease in net assets applicable to common stockholders |
$(7,569,283) |
$(4,467,700) |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS: |
||
Beginning of year | $220,077,090 | $224,544,790 |
End of year | $212,507,807 |
$220,077,090 |
Year Ended 3/31/25 Common Shares |
Year Ended 3/31/25 Amount |
Year Ended 3/31/24 Common Shares |
Year Ended 3/31/24 Amount | |
FUND SHARE TRANSACTIONS |
||||
Common Shares sold | — | $— | — | $— |
Reinvestment of distributions | — | — | — | — |
Less Common Shares repurchased | — | — | — | — |
Net increase | — | $— | — | $— |
Cash Flows From Operating Activities |
|
Net increase in net assets resulting from operations | $1,757,348 |
Adjustments to reconcile net decrease in net assets resulting from operations to net cash and restricted cash from operating activities: |
|
Purchases of investment securities | $(86,124,532) |
Proceeds from disposition and maturity of investment securities | 86,684,025 |
Net sales of short term investments | 3,040,355 |
Net accretion and amortization of discount/premium on investment securities | (1,175,288) |
Net realized loss on investments in unaffiliated issuers | 10,431,199 |
Change in unrealized appreciation on investments in unaffiliated issuers | (3,608,429) |
Decrease in interest receivable | 13,601 |
Increase in distributions paid in advance | (35,871) |
Increase in other assets | (1) |
Increase in variation margin for futures contracts | 21,000 |
Increase in management fees payable | 25,350 |
Decrease in directors’ fees payable | (1,040) |
Decrease in due to broker for futures | (21,000) |
Increase in administrative expenses payable | 3,448 |
Decrease in accrued expenses payable | (29,760) |
Net cash and restricted cash from operating activities | $10,980,405 |
Cash Flows Used In Financing Activities: |
|
Distributions to stockholders | (9,290,300) |
Net cash flows used in financing activities | $(9,290,300) |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH |
$1,690,105 |
Cash and Restricted Cash: |
|
Beginning of year* | $973,442 |
End of year* | $2,663,547 |
Cash Flow Information: |
|
Cash paid for interest | $2,919,574 |
* | The following table provides a reconciliation of cash, restricted cash and foreign currencies reported within the Statement of Assets and Liabilities that sum to the total of the same such amounts shown in the Statement of Cash Flows: |
Year Ended 3/31/25 |
Year Ended 3/31/24 | |
Cash | $1,838,408 | $125,590 |
Restricted cash | 825,139 | 847,852 |
Total cash and restricted cash shown in the Statement of Cash Flows |
$2,663,547 |
$973,442 |
Year Ended 3/31/25 |
Year Ended 3/31/24 |
Year Ended 3/31/23 |
Year Ended 3/31/22 |
Year Ended 3/31/21 | |
Per Share Operating Performance |
|||||
Net asset value, beginning of period | $9.20 | $9.39 | $10.75 | $12.16 | $11.77 |
Increase (decrease) from investment operations:(a) | |||||
Net investment income (loss)(b) | $0.38 | $0.39 | $0.41 | $0.49 | $0.53 |
Net realized and unrealized gain (loss) on investments | (0.30) | (0.23) | (1.28) | (1.38) | 0.42 |
Net increase (decrease) from investment operations |
$0.08 |
$0.16 |
$(0.87) |
$(0.89) |
$0.95 |
Distributions to stockholders: | |||||
Net investment income and previously undistributed net investment income | $(0.39)* | $(0.35) | $(0.42)* | $(0.52)* | $(0.56)* |
Tax return of capital | — | — | (0.07) | — | — |
Total distributions |
$(0.39) |
$(0.35) |
$(0.49) |
$(0.52) |
$(0.56) |
Net increase (decrease) in net asset value |
$(0.31) |
$(0.19) |
$(1.36) |
$(1.41) |
$0.39 |
Net asset value, end of period | $8.89 | $9.20 | $9.39 | $10.75 | $12.16 |
Market value, end of period | $8.35 | $8.15 | $8.23 | $9.83 | $11.82 |
Total return at net asset value(c) |
1.15% |
2.49%(d) |
(7.42)% |
(7.54)% |
8.60% |
Total return at market value(c) |
7.25% |
3.59% |
(11.26)% |
(13.03)% |
22.05% |
Ratios to average net assets of stockholders: | |||||
Total expenses plus interest expense(e)(f) | 2.35% | 4.76% | 3.40% | 1.86% | 1.82% |
Net investment income | 4.09% | 4.32% | 4.29% | 4.02% | 4.33% |
Portfolio turnover rate | 33% | 16% | 63% | 11% | 12% |
Net assets of common stockholders, end of period (in thousands) | $212,508 | $220,077 | $224,545 | $257,047 | $290,614 |
Preferred shares outstanding (in thousands)(g)(h)(i)(j) | $ |
$ |
$ |
$ |
$ |
Asset coverage per preferred share, end of period | $ |
$ |
$ |
$ |
$ |
Average market value per preferred share(k) | $ |
$ |
$ |
$ |
$ |
Liquidation value, including interest expense payable, per preferred share | $ |
$ |
$ |
$ |
$ |
* | The amount of distributions made to stockholders during the year was in excess of the net investment income earned by the Fund during the year. The Fund has accumulated undistributed net investment income which is part of the Fund’s NAV. A portion of this accumulated net investment income was distributed to stockholders during the period. A decrease in distributions may have a negative effect on the market value of the Fund’s shares. |
(a) | The per common share data presented above is based upon the average common shares outstanding for the periods presented. |
(b) | Beginning March 31, 2020, distribution payments to preferred stockholders are included as a component of net investment income. |
(c) | Total investment return is calculated assuming a purchase of common shares at the current net asset value or market value on the first day and a sale at the current net asset value or market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions. Past performance is not a guarantee of future results. |
(d) | For the year ended March 31, 2024, the Fund’s total return includes a reimbursement by the Adviser (see Notes to the Financial Statements-Note 1B). The impact on the total return was less than 0.005%. |
(e) | Includes interest expense of 1.33%, 3.47%, 2.09%, 0.56% and 0.64%, respectively. |
(f) | Prior to March 31, 2020, the expense ratios do not reflect the effect of distribution payments to preferred stockholders. |
(g) | The Fund redeemed 900 Variable Rate MuniFund Term Preferred Shares, with a liquidation preference of $100,000 per share, on February 29, 2024. |
(h) | The Fund redeemed 200 Variable Rate MuniFund Term Preferred Shares, with a liquidation preference of $100,000 per share, on November 14, 2022. |
(i) | The Fund redeemed 200 Variable Rate MuniFund Term Preferred Shares, with a liquidation preference of $100,000 per share, on September 29, 2022. |
(j) | The Fund issued 200 Variable Rate MuniFund Term Preferred Shares, with a liquidation preference of $100,000 per share, on February 16, 2021. |
(k) | Market value is redemption value without an active market. |
A. |
Security Valuation |
The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange (“NYSE”) is open, as of the close of regular trading on the NYSE. | |
Fixed income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A pricing matrix is a means of valuing a debt security on the basis of current market prices for other debt securities, historical trading patterns in the market for fixed income securities and/or other factors. Non-U.S. debt securities that are listed on an exchange will be valued at the bid price obtained from an independent third party pricing service. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers. | |
Securities for which independent pricing services or broker-dealers are unable to supply prices or for which market prices and/or quotations are not readily available or are considered to be unreliable are valued by a fair valuation team comprised of certain personnel of the Fund’s |
investment adviser. The Fund’s investment adviser is designated as the valuation designee for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Fund’s investment adviser’s fair valuation team is responsible for monitoring developments that may impact fair valued securities. | |
Inputs used when applying fair value methods to value a security may include credit ratings, the financial condition of the company, current market conditions and comparable securities. The Fund’s investment adviser may use fair value methods if it is determined that a significant event has occurred after the close of the exchange or market on which the security trades and prior to the determination of the Fund’s net asset value. Examples of a significant event might include political or economic news, corporate restructurings, natural disasters, terrorist activity or trading halts. Thus, the valuation of the Fund’s securities may differ significantly from exchange prices, and such differences could be material. | |
Futures contracts are generally valued at the closing settlement price established by the exchange on which they are traded. | |
B. |
Investment Income and Transactions |
Interest income, including interest on income-bearing cash accounts, is recorded on the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates and net of income accrued on defaulted securities. | |
Discounts and premiums on purchase prices of debt securities are accreted or amortized, respectively, daily, into interest income on an effective yield to maturity basis with a corresponding increase or decrease in the cost basis of the security. Premiums and discounts related to certain mortgage backed securities are amortized or accreted in proportion to the monthly paydowns. | |
Interest and dividend income payable by delivery of additional shares is reclassified as PIK (payment-in-kind) income upon receipt and is included in interest and dividend income, respectively. | |
Security transactions are recorded as of trade date. Gains and losses on sales of investments are calculated on the identified cost method for both financial reporting and federal income tax purposes. | |
C. |
Federal Income Taxes |
It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income and net realized capital gains, if |
any, to its stockholders. Therefore, no provision for federal income taxes is required. As of March 31, 2025, the Fund did not accrue any interest or penalties with respect to uncertain tax positions, which, if applicable, would be recorded as an income tax expense on the Statement of Operations. Tax returns filed within the prior three years remain subject to examination by federal and state tax authorities. | |
The amount and character of income and capital gain distributions to stockholders are determined in accordance with federal income tax rules, which may differ from U.S. GAAP. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes. Capital accounts within the financial statements are adjusted for permanent book/tax differences to reflect tax character, but are not adjusted for temporary differences. | |
At March 31, 2025, the Fund was permitted to carry forward indefinitely $2,993,527 of short-term losses and $69,318,513 of long-term losses. | |
The tax character of distributions paid during the years ended March 31, 2025 and March 31, 2024, was as follows: |
2025 |
2024 | |
Distributions paid from: |
||
Tax-exempt income | $11,652,095 | $15,807,773 |
Ordinary income | 594,110 | 67,364 |
Total |
$12,246,205 |
$15,875,137 |
2025 | |
Distributable earnings/(losses): |
|
Undistributed ordinary income | $637,726 |
Undistributed tax-exempt income | 472,590 |
Capital loss carryforward | (72,312,040) |
Other book/tax temporary differences | (777,679) |
Net unrealized appreciation | 272,609 |
Total |
$(71,706,794) |
D. |
Automatic Dividend Reinvestment Plan |
All stockholders whose shares are registered in their own names automatically participate in the Automatic Dividend Reinvestment Plan (the “Plan”), under which participants receive all dividends and capital gain distributions (collectively, dividends) in full and fractional shares of the Fund in lieu of cash. Stockholders may elect not to participate in the Plan. Stockholders not participating in the Plan receive all dividends and capital gain distributions in cash. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notifying Equiniti Trust Company, the agent for stockholders in administering the Plan (the “Plan Agent”), in writing prior to any dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. | |
If a stockholder’s shares are held in the name of a brokerage firm, bank or other nominee, the stockholder can ask the firm or nominee to participate in the Plan on the stockholder’s behalf. If the firm or nominee does not offer the Plan, dividends will be paid in cash to the stockholder of record. A firm or nominee may reinvest a stockholder’s cash dividends in shares of the Fund on terms that differ from the terms of the Plan. | |
Whenever the Fund declares a dividend on shares payable in cash, participants in the Plan will receive the equivalent in shares acquired by the Plan Agent either (i) through receipt of additional unissued but authorized shares from the Fund or (ii) by purchase of outstanding shares on the New York Stock Exchange or elsewhere. If, on the payment date for any dividend, the net asset value per share is equal to or less than the market price per share plus estimated brokerage trading fees (market premium), the Plan Agent will invest the dividend amount in newly issued shares. The number of newly issued shares to be credited to each account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance does not exceed 5%. If, on the payment date for any dividend, the net asset value per share is greater than the market value (market discount), the Plan Agent will invest the dividend amount in shares acquired in open-market purchases. There are no brokerage charges with respect to newly issued shares. However, each participant will pay a pro rata share of brokerage trading fees incurred with respect to the Plan Agent’s open-market purchases. Participating in the Plan does not relieve stockholders from any federal, state or local taxes which may be due on dividends paid in |
any taxable year. Stockholders holding Plan shares in a brokerage account may be able to transfer the shares to another broker and continue to participate in the Plan. | |
E. |
Risks |
The value of securities held by the Fund may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic, political or regulatory conditions, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, armed conflict such as between Russia and Ukraine or in the Middle East, sanctions against Russia, other nations or individuals or companies and possible countermeasures, lack of liquidity in the bond markets or adverse investor sentiment. In the past several years, financial markets have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. These conditions may continue, recur, worsen or spread. Inflation and interest rates may increase. These circumstances could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance. | |
Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets, reduced liquidity of many instruments, increased government debt, inflation, and disruptions to supply chains, consumer demand and employee availability, may continue for some time. Following Russia’s invasion of Ukraine, Russian securities lost all, or nearly all, their market value. Other securities or markets could be similarly affected by past or future political, geopolitical or other events or conditions. | |
Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time. | |
The U.S. and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the U.S. has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the U.S. and its trading partners, as well as companies directly or indirectly affected and |
financial markets generally. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China enters into military conflict with Taiwan, the Philippines or another neighbor, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund’s assets may go down. | |
At times, the Fund’s investments may represent industries or industry sectors that are interrelated or have common risks, making the Fund more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. | |
Under normal circumstances, the Fund will invest substantially all of its assets in municipal securities. The municipal bond market can be susceptible to unusual volatility, particularly for lower-rated and unrated securities. Liquidity can be reduced unpredictably in response to overall economic conditions or credit tightening. Municipal issuers may be adversely affected by rising health care costs, increasing unfunded pension liabilities, and by the phasing out of federal programs providing financial support. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers of municipal securities, potentially resulting in defaults. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities can also be adversely affected by changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. Municipal securities may be more susceptible to down-grades or defaults during recessions or similar periods of economic stress. Financial difficulties of municipal issuers may continue or get worse, particularly in the event of economic or market turmoil or a recession. To the extent the Fund invests significantly in a single state (including California and Massachusetts), city, territory (including Puerto Rico), or region, or in securities the payments on which are dependent upon a single project or source of revenues, or that relate to a sector or industry, including health care facilities, education, transportation, special revenues and pollution control, the Fund will be more susceptible to associated risks and developments. | |
The Fund invests in below investment grade (high yield) municipal securities. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are considered speculative with respect to the issuer’s capacity to pay interest and repay principal. These securities involve greater risk of loss, are subject to greater price |
volatility, and may be less liquid and more difficult to value, especially during periods of economic uncertainty or change, than higher rated debt securities. | |
The market prices of the Fund’s fixed income securities may fluctuate significantly when interest rates change. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. For example, if interest rates increase by 1%, the value of a Fund’s portfolio with a portfolio duration of ten years would be expected to decrease by 10%, all other things being equal. A general rise in interest rates could adversely affect the price and liquidity of fixed income securities. The maturity of a security may be significantly longer than its effective duration. A security’s maturity and other features may be more relevant than its effective duration in determining the security’s sensitivity to other factors affecting the issuer or markets generally, such as changes in credit quality or in the yield premium that the market may establish for certain types of securities (sometimes called “credit spread”). In general, the longer its maturity the more a security may be susceptible to these factors. When the credit spread for a fixed income security goes up, or “widens”, the value of the security will generally go down. | |
If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults on its obligation to pay principal and/or interest, has its credit rating downgraded or is perceived to be less creditworthy, or the credit quality or value of any underlying assets declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. | |
With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks. While the Fund’s investment adviser has established business continuity plans in the event of, and risk management systems to prevent, limit or mitigate, such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund such as the Fund’s custodian and accounting agent, and the Fund’s transfer agent. In addition, many beneficial owners of Fund shares hold them through accounts at broker-dealers, retirement platforms and other financial market participants over which neither the Fund nor the Fund’s investment adviser exercises control. |
Each of these may in turn rely on service providers to them, which are also subject to the risk of cyber-attacks. Cybersecurity failures or breaches at the Fund’s investment adviser or the Fund’s service providers or intermediaries have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its net asset value, impediments to trading, the inability of Fund stockholders to effect share purchases or sales or receive distributions, loss of or unauthorized access to private stockholder information and violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, or additional compliance costs. Such costs and losses may not be covered under any insurance. In addition, maintaining vigilance against cyber-attacks may involve substantial costs over time, and system enhancements may themselves be subject to cyber-attacks. | |
F. |
Statement of Cash Flows |
Information on financial transactions which have been settled through the receipt or disbursement of cash or restricted cash is presented in the Statement of Cash Flows. Cash as presented in the Fund’s Statement of Assets and Liabilities includes cash on hand at the Fund’s custodian bank and does not include any short-term investments. As of and for the year ended March 31, 2025, the Fund had restricted cash in the form of futures collateral on the Statement of Assets and Liabilities. | |
G. |
Futures Contracts |
The Fund may enter into futures transactions in order to attempt to hedge against changes in interest rates, securities prices and currency exchange rates or to seek to increase total return. Futures contracts are types of derivatives. | |
All futures contracts entered into by the Fund are traded on a futures exchange. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount of cash or securities equal to the minimum “initial margin” requirements of the associated futures exchange. The amount of cash deposited with the broker as collateral at March 31, 2025 is recorded as “Futures collateral” on the Statement of Assets and Liabilities. | |
Subsequent payments for futures contracts (“variation margin”) are paid or received by the Fund, depending on the daily fluctuation in the value of the contracts, and are recorded by the Fund as unrealized appreciation or depreciation. Cash received from or paid to the broker related to previous margin movement is held in a segregated account at the broker and is recorded as either “Due from broker for futures” or “Due to |
broker for futures” on the Statement of Assets and Liabilities. When the contract is closed, the Fund realizes a gain or loss equal to the difference between the opening and closing value of the contract as well as any fluctuation in foreign currency exchange rates where applicable. Futures contracts are subject to market risk, interest rate risk and currency exchange rate risk. Changes in value of the contracts may not directly correlate to the changes in value of the underlying securities. With futures, there is reduced counterparty credit risk to the Fund since futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default. | |
The average notional value of long position futures contracts during the year ended March 31, 2025 was $14,465,643. Open futures contracts outstanding at March 31, 2025 are listed in the Schedule of Investments. |
Statement of Assets and Liabilities |
Interest Rate Risk |
Credit Risk |
Foreign Exchange Rate Risk |
Equity Risk |
Commodity Risk |
Assets |
|||||
Net unrealized appreciation on futures contracts^ | $84,820 | $— | $— | $— | $— |
Total Value |
$84,820 |
$— |
$— |
$— |
$— |
^ | Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only net variation margin is reported within the assets and/or liabilities on the Statement of Assets and Liabilities. |
Statement of Operations |
Interest Rate Risk |
Credit Risk |
Foreign Exchange Rate Risk |
Equity Risk |
Commodity Risk |
Net Realized Gain (Loss) on |
|||||
Futures contracts | $(304,827) | $— | $— | $— | $— |
Total Value |
$(304,827) |
$— |
$— |
$— |
$— |
Change in Net Unrealized Appreciation (Depreciation) on |
|||||
Futures contracts | $(106,776) | $— | $— | $— | $— |
Total Value |
$(106,776) |
$— |
$— |
$— |
$— |
3/31/25 |
3/31/24 | |
Shares outstanding at beginning of year | 23,914,439 | 23,914,439 |
Shares outstanding at end of year |
prior reporting periods were as follows:
Year Ended 3/31/25 |
Year Ended 3/31/24 | |||
Shares |
Amount |
Shares |
Amount | |
VMTP Shares issued | — | $— | — | $— |
VMTP Shares redeemed | — | — | (900) | (90,000,000) |
Net decrease | — | $— | (900) | $(90,000,000) |
Boston, Massachusetts
May 30, 2025
• | In an attempt to hedge against adverse changes in the market prices of securities, interest rates or currency exchange rates |
• | As a substitute for purchasing or selling securities |
• | To attempt to increase the Fund’s return as a non-hedging strategy that may be considered speculative |
• | To manage portfolio characteristics (for example, the duration or credit quality of the Fund’s portfolio) |
• | As a cash flow management technique |
Preferred shares as a percentage of total managed assets (including assets attributable to preferred shares) | 19.05% |
Annual effective dividend rate payable by Fund on preferred shares | |
Annual return Fund portfolio must experience (net of expenses) to cover dividend rate on preferred shares | |
Common share total return for (10.00)% assumed portfolio total return | ( |
Common share total return for (5.00)% assumed portfolio total return | ( |
Common share total return for 0.00% assumed portfolio total return | ( |
Common share total return for 5.00% assumed portfolio total return | |
Common share total return for 10.00% assumed portfolio total return |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Director During At Least The Past Five Years |
Thomas J. Perna (74) Chairman of the Board and Director |
Class III Director since 2006. Term expires in 2027. |
Private investor (2004 – 2008 and 2013 – present); Chairman (2008 – 2013) and Chief Executive Officer (2008 – 2012), Quadriserv, Inc. (technology products for securities lending industry); and Senior Executive Vice President, The Bank of New York (financial and securities services) (1986 – 2004) | 43 | Director, Broadridge Financial Solutions, Inc. (investor communications and securities processing provider for financial services industry) (2009 – present); Director, Quadriserv, Inc. (2005 – 2013); and Commissioner, New Jersey State Civil Service Commission (2011 – 2015) |
John E. Baumgardner, Jr. (74)* Director |
Class I Director since 2019. Term expires in 2025. |
Of Counsel (2019 – present), Partner (1983-2018), Sullivan & Cromwell LLP (law firm). | 43 | Chairman, The Lakeville Journal Company, LLC, (privately-held community newspaper group) (2015-present) |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Director During At Least The Past Five Years |
Diane Durnin (68) Director |
Class II Director since 2020. Term expires in 2026. |
Managing Director - Head of Product Strategy and Development, BNY Mellon Investment Management (investment management firm) (2012-2018); Vice Chairman – The Dreyfus Corporation (2005 – 2018): Executive Vice President Head of Product, BNY Mellon Investment Management (2007-2012); Executive Director- Product Strategy, Mellon Asset Management (2005-2007); Executive Vice President Head of Products, Marketing and Client Service, Dreyfus Corporation (investment management firm) (2000-2005); Senior Vice President Strategic Product and Business Development, Dreyfus Corporation (1994-2000) | 43 | None |
Benjamin M. Friedman (80) Director |
Class II Director since 2008. Term expires in 2026. |
William Joseph Maier Professor of Political Economy, Harvard University (1972 – present) | 43 | Trustee, Mellon Institutional Funds Investment Trust and Mellon Institutional Funds Master Portfolio (oversaw 17 portfolios in fund complex) (1989 - 2008) |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Director During At Least The Past Five Years |
Craig C. MacKay (62) Director |
Class III Director since 2021. Term expires in 2027. |
Senior Advisor, England & Company, LLC (advisory firm) (2022 – present); Partner, England & Company, LLC (advisory firm) (2012 – 2022); Group Head – Leveraged Finance Distribution, Oppenheimer & Company (investment bank) (2006 – 2012); Group Head – Private Finance & High Yield Capital Markets Origination, SunTrust Robinson Humphrey (investment bank) (2003 – 2006); and Founder and Chief Executive Officer, HNY Associates, LLC (investment bank) (1996 – 2003) | 43 | Director, Equitable Holdings, Inc. (financial services holding company) (2022 – present); Board Member of Carver Bancorp, Inc. (holding company) and Carver Federal Savings Bank, NA (2017 – present); Advisory Council Member, MasterShares ETF (2016 – 2017); Advisory Council Member, The Deal (financial market information publisher) (2015 – 2016); Board Co-Chairman and Chief Executive Officer, Danis Transportation Company (privately-owned commercial carrier) (2000 – 2003); Board Member and Chief Financial Officer, Customer Access Resources (privately-owned teleservices company) (1998 – 2000); Board Member, Federation of Protestant Welfare Agencies (human services agency) (1993 – present); and Board Treasurer, Harlem Dowling Westside Center (foster care agency) (1999 – 2018) |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Director During At Least The Past Five Years |
Lorraine H. Monchak (68) Director |
Class I Director since 2015. Term expires in 2025. |
Chief Investment Officer, 1199 SEIU Funds (healthcare workers union pension funds) (2001 – present); Vice President – International Investments Group, American International Group, Inc. (insurance company) (1993 – 2001); Vice President – Corporate Finance and Treasury Group, Citibank, N.A. (1980 – 1986 and 1990 – 1993); Vice President – Asset/Liability Management Group, Federal Farm Funding Corporation (government-sponsored issuer of debt securities) (1988 – 1990); Mortgage Strategies Group, Shearson Lehman Hutton, Inc. (investment bank) (1987 – 1988); Mortgage Strategies Group, Drexel Burnham Lambert, Ltd. (investment bank) (1986 – 1987) | 43 | None |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Director During At Least The Past Five Years |
Fred J. Ricciardi (78) Director |
Class III Director since 2014. Term expires in 2027. |
Private investor (2020 – present); Consultant (investment company services) (2012 – 2020); Executive Vice President, BNY Mellon (financial and investment company services) (1969 – 2012); Director, BNY International Financing Corp. (financial services) (2002 – 2012); Director, Mellon Overseas Investment Corp. (financial services) (2009 – 2012); Director, Financial Models (technology) (2005-2007); Director, BNY Hamilton Funds, Ireland (offshore investment companies) (2004-2007); Chairman/Director, AIB/BNY Securities Services, Ltd., Ireland (financial services) (1999-2006); Chairman, BNY Alternative Investment Services, Inc. (financial services) (2005-2007) | 43 | None |
* Mr. Baumgardner is Of Counsel to Sullivan & Cromwell LLP, which acts as counsel to the Independent Directors of the Fund. |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Director During At Least The Past Five Years |
David C. Brown (52)** Director |
Class II Director since 2025. Term expires in 2026. |
Chief Executive Officer and Chairman (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019- present) | 159 | None |
** Mr. Brown is an “Interested Person” by reason of his relationship with the Adviser. |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Officer During At Least The Past Five Years |
Thomas Dusenberry (47) President |
Since 2025. Serves at the discretion of the Board |
Director, Fund Administration, Victory Capital; Treasurer and Principal Financial Officer (May 2023-present); Manager, Fund Administration, Victory Capital; Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019). Mr. Dusenberry also serves as President of Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds | 159 | None |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Officer During At Least The Past Five Years |
Scott A. Stahorsky (55) Vice President |
Since 2025. Serves at the discretion of the Board |
Director, Third-Party Dealer Services & Reg Administration, Fund Administration, Victory Capital (2023-present); Vice President, Victory Capital Transfer Agency, Inc. (2023- present); Manager, Fund Administration, Victory Capital 2015- 2023). Mr. Stahorsky also serves as Vice President of Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds |
159 | None |
Patricia McClain (62) Secretary |
Since 2025. Serves at the discretion of the Board |
Director, Regulatory Administration, Fund Administration, Victory Capital (2019-present). Ms. McClain also serves as Secretary of Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds | 159 | None |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Officer During At Least The Past Five Years |
Carol D. Trevino (59) Treasurer |
Since 2025. Serves at the discretion of the Board |
Director, Financial Reporting, Fund Administration (2023- present); Director, Accounting and Finance, Victory Capital (2019-2023); Accounting/ Financial Director, USAA (2013-2019). Ms. Trevino also serves as Treasurer of Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds | 159 | None |
Christopher Ponte (40) Assistant Treasurer |
Since 2025. Serves at the discretion of the Board |
Director, Fund and Broker Dealer Finance, Fund Administration, (2023-present); Victory Capital Transfer Agency, Inc. (2023-present); Manager, Fund Administration, Victory Capital (2017-2023); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). Mr. Ponte also serves as Assistant Treasurer of Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds | 159 | None |
Name, Age and Position Held With the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During At Least The Past Five Years |
Number of Portfolios in Victory Fund Complex Overseen |
Other Directorships Held by Officer During At Least The Past Five Years |
Sean Fox (48) Chief Compliance Officer |
Since 2025. Serves at the discretion of the Board |
Sr. Compliance Officer, Victory Capital (2019-Present); Compliance Officer, Victory Capital (2015-2019). Mr. Fox also serves as Chief Compliance Officer for Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds | 159 | None |
D. Brent Rowse (43) Anti-Money Laundering Officers and Identity Theft Officer |
Since 2025. Serves at the discretion of the Board |
Sr. Compliance Officer, Victory Capital (2023-present); Compliance Officer, Victory Capital (2019-2023). Mr. Rowse also serves as the Anti-Money Laundering Compliance Officer and Identity Theft Officer for Victory Portfolios, Victory Portfolios II, Victory Portfolios III, Victory Portfolios IV, Victory Variable Insurance Funds, Victory Variable Insurance Funds II and Pioneer closed-end funds, and the Anti-Money Laundering Compliance Officer for Victory Capital Services, Inc. | 159 | None |
change of address, lost stock certificates,Company, LLC
stock transferOperations Center
6201 15th Ave.
Brooklyn, NY 11219
Company, LLC
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
The registrant has adopted, as of the end of the period covered by this report, a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 19(a), unless the registrant has elected to satisfy paragraph (f) of this Item by posting its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period covered by this report.
(d) If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website, disclose the registrant’s Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 19(a)(1), a copy of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as an exhibit to its annual report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and disclose, in its most recent report on this Form N-CSR, its Internet address and the fact that it has posted such code of ethics on its Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made. See Item 19(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant’s Board of Directors has determined that the registrant either:
(i) Has at least one audit committee financial expert serving on its audit committee; or
(ii) Does not have an audit committee financial expert serving on its audit committee.
The registrant’s Board of Directors has determined that the registrant has at least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Mr. Fred J. Ricciardi, an independent Director, is such an audit committee financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1) (ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
The audit fees for the Fund were $48,300 payable to Deloitte & Touche LLP for the year ended March 31, 2025 and $47,300 for the year ended March 31, 2024.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
The Fund paid aggregate non-audit fees to Deloitte & Touche LLP for tax services of $9,000 and $10,500 during the fiscal years ended March 31, 2025 and 2024, respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
There were no other fees in 2025 or 2024.
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of their outside auditors. Maintaining independence is a shared responsibility involving Amundi Asset Management US, Inc., the audit committee and the independent auditors.
The Funds recognize that a Fund’s independent auditors: 1) possess knowledge of the Funds, 2) are able to incorporate certain services into the scope of the audit, thereby avoiding redundant work, cost and disruption of Fund personnel and processes, and 3) have expertise that has value to the Funds. As a result, there are situations where it is desirable to use the Fund’s independent auditors for services in addition to the annual audit and where the potential for conflicts of interests are minimal. Consequently, this policy, which is intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and procedures to be followed by the Funds when retaining the independent audit firm to perform audit, audit-related tax and other services under those circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also constitute approval for any other Fund whose pre-approval is required pursuant to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services that may be provided consistently with Rule 210.2-01 may be approved by the Audit Committee itself and any pre-approval that may be waived in accordance with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund’s independent auditors and their compensation shall be determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
SERVICE CATEGORY |
SERVICE CATEGORY DESCRIPTION |
SPECIFIC PRE-APPROVED SERVICE | ||
I. AUDIT SERVICES | Services that are directly related to performing the independent audit of the Funds | • Accounting research assistance
• SEC consultation, registration statements, and reporting
• Tax accrual related matters
• Implementation of new accounting standards
• Compliance letters (e.g. rating agency letters)
• Regulatory reviews and assistance regarding financial matters
• Semi-annual reviews (if requested)
• Comfort letters for closed end offerings | ||
II. AUDIT-RELATED SERVICES | Services which are not prohibited under Rule 210.2-01(C)(4) (the “Rule”) and are related extensions of the audit services support the audit, or use the knowledge/expertise gained from the audit procedures as a foundation to complete the project. In most cases, if the Audit-Related Services are not performed by the Audit firm, the scope of the Audit Services would likely increase. The Services are typically well-defined and governed by accounting professional standards (AICPA, SEC, etc.) | • AICPA attest and agreed-upon procedures
• Technology control assessments
• Financial reporting control assessments
• Enterprise security architecture assessment |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY | |
• “One-time” pre-approval for the audit period for all pre-approved specific service subcategories. Approval of the independent auditors as auditors for a Fund shall constitute pre approval for these services. |
• A summary of all such services and related fees reported at each regularly scheduled Audit Committee meeting. | |
• “One-time” pre-approval for the fund fiscal year within a specified dollar limit for all pre-approved specific service subcategories |
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. | |
• Specific approval is needed to exceed the pre-approved dollar limit for these services (see general |
Audit Committee approval policy below for details on obtaining specific approvals)
• Specific approval is needed to use the Fund’s auditors for Audit-Related Services not denoted as “pre-approved”, or to add a specific service subcategory as “pre-approved” |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY |
SERVICE CATEGORY DESCRIPTION |
SPECIFIC PRE-APPROVED | ||
III. TAX SERVICES | Services which are not prohibited by the Rule, if an officer of the Fund determines that using the Fund’s auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, or the ability to maintain a desired level of confidentiality. | • Tax planning and support
• Tax controversy assistance
• Tax compliance, tax returns, excise tax returns and support
• Tax opinions |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY | |
• “One-time” pre-approval for the fund fiscal year within a specified dollar limit |
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. | |
• Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals) |
||
• Specific approval is needed to use the Fund’s auditors for tax services not denoted as pre-approved, or to add a specific service subcategory as “pre-approved” |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY |
SERVICE CATEGORY DESCRIPTION |
SPECIFIC PRE-APPROVED | ||
IV. OTHER SERVICES
A. SYNERGISTIC, UNIQUE QUALIFICATIONS |
Services which are not prohibited by the Rule, if an officer of the Fund determines that using the Fund’s auditor to provide these services creates significant synergy in the form of efficiency, minimized disruption, the ability to maintain a desired level of confidentiality, or where the Fund’s auditors posses unique or superior qualifications to provide these services, resulting in superior value and results for the Fund. | • Business Risk Management support
• Other control and regulatory compliance projects |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY | |
• “One-time” pre-approval for the fund fiscal year within a specified dollar limit
• Specific approval is needed to exceed the pre-approved dollar limits for these services (see general Audit Committee approval policy below for details on obtaining specific approvals)
• Specific approval is needed to use the Fund’s auditors for “Synergistic” or “Unique Qualifications” Other Services not denoted as pre-approved to the left, or to add a specific service subcategory as “pre-approved” |
• A summary of all such services and related fees (including comparison to specified dollar limits) reported quarterly. |
SECTION III - POLICY DETAIL, CONTINUED
SERVICE CATEGORY |
SERVICE CATEGORY DESCRIPTION |
SPECIFIC PROHIBITED SERVICE SUBCATEGORIES | ||
PROHIBITED SERVICES | Services which result in the auditors losing independence status under the Rule. | 1. Bookkeeping or other services related to the accounting records or financial statements of the audit client*
2. Financial information systems design and implementation*
3. Appraisal or valuation services, fairness* opinions, or contribution-in-kind reports
4. Actuarial services (i.e., setting actuarial reserves versus actuarial audit work)*
5. Internal audit outsourcing services*
6. Management functions or human resources
7. Broker or dealer, investment advisor, or investment banking services
8. Legal services and expert services unrelated to the audit
9. Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible |
AUDIT COMMITTEE APPROVAL POLICY |
AUDIT COMMITTEE REPORTING POLICY | |
• These services are not to be performed with the exception of the(*) services that may be permitted if they would not be subject to audit procedures at the audit client (as defined in rule 2-01(f)(4)) level the firm providing the service. |
• A summary of all services and related fees reported at each regularly scheduled Audit Committee meeting will serve as continual confirmation that has not provided any restricted services. |
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
• | For all projects, the officers of the Funds and the Fund’s auditors will each make an assessment to determine that any proposed projects will not impair independence. |
• | Potential services will be classified into the four non-restricted service categories and the “Approval of Audit, Audit-Related, Tax and Other Services” Policy above will be applied. Any services outside the specific pre-approved service subcategories set forth above must be specifically approved by the Audit Committee. |
• | At least quarterly, the Audit Committee shall review a report summarizing the services by service category, including fees, provided by the Audit firm as set forth in the above policy. |
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into on or after May 6, 2003, the effective date of the new SEC pre-approval rules, the Fund’s audit committee is required to pre-approve services to affiliates defined by SEC rules to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Fund. For the years ended March 31, 2025 and 2024, there were no services provided to an affiliate that required the Fund’s audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountants engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
The Fund paid aggregate non-audit fees to Deloitte & Touche LLP for tax services of $9,000 and $10,500 during the fiscal years ended March 31, 2025 and 2024, respectively.
(h) Disclose whether the registrants audit committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the registrants investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
The Fund’s audit committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the Affiliates (as defined) that were not pre- approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form NCSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.
N/A
(j) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must provide the below disclosures. Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the below disclosures for itself and its consolidated foreign operating entity or entities. A registrant must disclose:
(1) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant;
N/A
(2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized;
N/A
(3) Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant;
N/A
(4) The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant;
N/A
(5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter.
N/A
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17 CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire Board of Directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in 210.1212 of Regulation S-X [17 CFR 210.12-12], unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 7
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Included in Item 1
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
N/A
ITEM 9. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. (Unaudited)
N/A
Item 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. (Unaudited)
Each Board Member also serves as a Board Member of other Funds in the Pioneer Family of Funds complex. Annual retainer fees and attendance fees are allocated to each Fund based on net assets. Directors’ fees paid by the Fund are within Item 1. Statement of Operations as Directors’ fees and expenses.
Item 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESMENT ADVISORY CONTRACT. (Unaudited)
Approval of New Investment Advisory
Agreement and Interim Investment Advisory
Agreement with Victory Capital
Management Inc.
Effective April 1, 2025, Amundi Asset Management US, Inc. (“Amundi US”), the Fund’s previous investment adviser, has been contributed to Victory Capital Holdings, Inc. (“Victory Capital Holdings”), the parent company of Victory Capital Management Inc. (“Victory Capital”) (the “Transaction”). As a result of the Transaction, the Fund’s investment advisory agreement with Amundi US (the “Amundi US Investment Advisory Agreement”) terminated automatically on April 1, 2025. In connection with the Transaction, the Fund’s Board of Directors (the “Board” or the “Directors”) approved a new investment advisory agreement with Victory Capital (the “New Investment Advisory Agreement”) at a Board meeting held on December 16, 2024, subject to approval by the Fund’s stockholders. As of May 1, 2025, the Fund’s stockholders had not approved the New Investment Advisory Agreement. At the December 16, 2024 Board meeting, the Board also approved an interim investment advisory agreement with Victory Capital (the “Interim Investment Advisory Agreement”) to take effect upon the closing of the Transaction in the event that additional time was needed to solicit stockholder approval of the New Investment Advisory Agreement. The Board’s considerations in approving the New Investment Advisory Agreement and the Interim Investment Advisory Agreement are discussed below.
Board Evaluation of the New Investment Advisory Agreement and Interim Investment Advisory Agreement
The Board evaluated the Transaction and the New Investment Advisory Agreement and Interim Investment Advisory Agreement for the Fund. At in-person meetings held on May 14-15, 2024, July 22-23, 2024, September 16-17, 2024, November 12-13, 2024, and December 16, 2024, the Board met to consider the Transaction, including the plan to contribute Amundi US to Victory Capital Holdings in exchange for Amundi Asset Management S.A.S. (“Amundi”) becoming a significant shareholder of Victory Capital Holdings, and to establish a long-term reciprocal distribution partnership between Amundi and Victory Capital. The Board was advised that the Transaction, if completed, would constitute a change of control under the 1940 Act that would result in the termination of the Amundi US Investment Advisory Agreement.
At these meetings, which included meetings of the full Board and separate meetings of the Independent Directors, and at video conferences of the Independent Directors held on May 23, 2024, June 24, 2024, August 19, 2024, October 29, 2024 and December 9, 2024, the Board or the Independent Directors, as the case may be, considered, among other things, whether it would be in the best interests of the Fund and its stockholders to approve the New Investment Advisory Agreement. To assist the Board in its consideration of the New Investment Advisory Agreement and the anticipated impacts of the Transaction on the Fund and its stockholders, Victory Capital provided materials and information about Victory Capital, including its financial condition and asset management capabilities and organization, and Victory Capital and Amundi provided materials and information about the proposed Transaction between Victory Capital and Amundi.
To assist the Board in its consideration of the New Investment Advisory Agreement, Victory Capital provided extensive information to the Board regarding the Transaction and the investment advisory services to be provided by Victory Capital under the New Investment Advisory Agreement. Before and during the December 16, 2024 meeting, the Board sought additional information as it deemed necessary and appropriate. In connection with their consideration of the New Investment Advisory Agreement, the Independent Directors worked with their independent legal counsel to prepare requests for additional information that were submitted to Victory Capital and Amundi US. The Board’s requests for information
sought information relevant to the Board’s consideration of the New Investment Advisory Agreement and other anticipated impacts of the Transaction on the Fund and its stockholders. In addition, the Board formed a Transaction Sub-Committee, comprised solely of Independent Directors, to assist the Board in its consideration of the New Investment Advisory Agreement and the Transaction. The Board and the Transaction Sub- Committee met with senior management representatives of Victory Capital and Amundi US on numerous occasions to discuss various aspects of the Transaction, to review information provided to assist the Board in its consideration of the New Investment Advisory Agreement and the Transaction, and to make supplemental due diligence requests for additional information from Victory Capital and Amundi US with respect to the New Investment Advisory Agreement and the Transaction. Victory Capital and Amundi US provided documents and information in response to the requests from the Board and the Transaction Sub-Committee, as well as made presentations to, and responded to questions from, the Board and the Transaction Sub-Committee at various meetings. Prior to voting on the New Investment Advisory Agreement, the Independent Directors reviewed the Transaction and the New Investment Advisory Agreement with representatives of Amundi US and Victory Capital, counsel to the Fund and counsel to the Independent Directors. The Independent Directors also reviewed the Transaction and the New Investment Advisory Agreement with their counsel in private sessions at which no representatives of Amundi US, Victory Capital or counsel to the Fund were present.
The Board’s evaluation of the New Investment Advisory Agreement reflected the information provided specifically in connection with its review of the New Investment Advisory Agreement, as well as, where relevant, information that was previously furnished to the Board in connection with the renewal of the Amundi US Investment Advisory Agreement at inperson meetings held on September 17, 2024 and at other Board meetings throughout the prior year.
Among other things, the Directors considered:
(i) that, in the Transaction, Amundi US would be contributed to Victory Capital in exchange for shares of Victory Capital Holdings issued to Amundi without Amundi becoming a controlling stockholder of Victory Capital Holdings, and that Victory Capital and Amundi would establish a longterm reciprocal distribution partnership;
(ii) representations by Victory Capital regarding the reputation, experience, financial strength and resources of Victory Capital and its investment franchises;
(iii) that Victory Capital has informed the Board that the Transaction was not expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its stockholders, including investment management, risk management, administrative, compliance, legal and other services;
(iv) that Victory Capital informed the Board that the portfolio managers of the Fund were expected to continue to act as portfolio managers of the Fund following the consummation of the Transaction as members of Pioneer Investments, a planned Victory Capital investment franchise, managing the Fund using the same investment approach under which the Fund was previously managed, and the Board considered the historical investment performance record of the Fund under such investment approach;
(v) the non-investment resources, infrastructure and personnel of Victory Capital that would be involved in Victory Capital’s services to the Fund, including Victory Capital’s legal and operational structure, risk management, administrative, legal, compliance and cybersecurity functions;
(vi) that the Fund’s contractual advisory fee rate would remain the same and would not increase by virtue of the New Investment Advisory Agreement;
(vii) the terms and conditions of the New Investment Advisory Agreement, including that the New Investment Advisory Agreement was substantially identical to the Amundi US Investment Advisory Agreement;
(viii) the terms of the Interim Investment Advisory Agreement (including fees) also are substantially the same as the terms of the Amundi US Investment Advisory Agreement, that the Interim Investment Agreement allows Victory Capital to manage each Fund for up to 150 days following the closing of the Transaction, and that investment advisory fees payable under the Interim Investment Advisory Agreement will be held in escrow during the term of the Interim Investment Advisory Agreement;
(ix) that the Directors had recently approved the continuance of the Amundi US Investment Advisory Agreement with Amundi US at an inperson meeting held on September 17, 2024 and, in connection with the Directors’ review of the Amundi US Investment Advisory Agreement, received and considered full comparative fee and expense data;
(x) Victory Capital’s plans to propose to transition from certain of the Fund’s current service providers, including fund administration, to the Victory Funds’ service providers following the consummation of the Transaction
(xi) that Victory Capital had agreed with the Board that, for at least three years after the Transaction closes, Victory Capital would waive fees and/or reimburse expenses so that the Fund’s total net annual operating expenses (excluding certain customary items) does not exceed the lower of (i) the total net annual operating expenses associated with investing in the Fund after application of expense limitation arrangements currently in effect for the Fund, if any, or (ii) the total net annual operating expenses of the Fund as of the end of the Fund’s most recent fiscal year at the time of the Transaction close, and that the contractual expense limitation agreement permits Victory Capital to recoup advisory fees waived and expenses reimbursed for up to two years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limitation in effect at the time of: (1) the original waiver or expense reimbursement; or (2) recoupment, after giving effect to the recoupment amount;
(xii) that Victory Capital did not expect to propose any changes to the investment objective(s) of the Fund or any changes to the principal investment strategies of the Fund as a result of the Transaction;
(xiii) that Victory Capital had acquired and integrated several investment management companies;
(xiv) the potential benefits to the stockholders of the Fund, including continuity of portfolio management and operating efficiencies due to the greater scale of Victory Capital that may be achieved from the Transaction;
(xv) that Victory Capital and Amundi would each derive benefits from the Transaction and that, as a result, they had a financial interest in the matters that were being considered;
(xvi) that Victory Capital and Amundi had agreed to conduct, and use reasonable best efforts to cause their affiliates to conduct, their respective businesses in compliance with Section 15(f) of the 1940 Act so as not to impose an “unfair burden” on the Fund; and
(xvii) that the Fund would not bear the costs of obtaining stockholder approval of the New Investment Advisory Agreement, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, regardless of whether the Transaction is consummated. Certain of these considerations are discussed in more detail below.
The Directors also requested, obtained and considered the following information in connection with their evaluation of the Transaction and the New Investment Advisory Agreement for the Fund: (i) memoranda provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Directors in their deliberations regarding the New Investment Advisory Agreement; and (ii) the Fund’s advisory fees and total expense ratios, the financial statements of Victory Capital, a profitability analysis provided by Victory Capital, and an analysis from Victory Capital as to possible economies of scale. The Directors further considered, materials provided in connection with their review of the Amundi US Investment Advisory Agreement, including, for the Fund, information regarding the qualifications of the investment management teams for the Fund, as well as the level of investment by the Fund’s portfolio managers in the Fund. In addition, the Directors
considered the information provided at regularly scheduled meetings throughout the year regarding the Fund’s performance and risk attributes, including through meetings with investment management personnel, and took into account other information related to the Fund provided to the Directors at regularly scheduled meetings.
At the December 16, 2024, meeting, based on their evaluation of the information provided by Victory Capital and Amundi US, the Directors including the Independent Directors voting separately, approved the New Investment Advisory Agreement and the Interim Investment Advisory Agreement for the Fund. In considering the New Investment Advisory Agreement for the Fund, the Directors considered various factors that they determined were relevant, including the factors described below. The Directors did not identify any single factor as the controlling factor in their determinations. The Directors considered the same factors with respect to the Interim Investment Advisory Agreement for the Fund.
Nature, Extent and Quality of Services
The Directors considered the nature, extent and quality of the services that had been provided by Amundi US to the Fund and that were expected to be provided by Victory Capital to the Fund following the consummation of the Transaction, taking into account the investment objective(s) and principal investment strategies of the Fund.
The Board considered information provided by Victory Capital regarding its business and operating structure, scale of operations, leadership and reputation. The Board also considered the capabilities, resources, and personnel of Victory Capital, in order to determine whether Victory Capital was capable of providing the same level of investment management services provided to the Fund by Amundi US. The Board received information regarding Victory Capital’s plans to integrate Amundi US investment personnel into Victory Capital as members of Pioneer Investments, a Victory Capital investment franchise. The Board noted that it had considered the qualifications of the portfolio managers at Amundi US at its September 17, 2024 Meeting.
The Directors considered Victory Capital’s representation that there would be no change to the investment approach under which the Fund would be managed under the New Investment Advisory Agreement. The Board considered the non-investment resources, infrastructure and personnel of Victory Capital that would be involved in Victory Capital’s services to the Fund, including Victory Capital’s compliance, risk management, cybersecurity and legal resources and personnel. The Board also reviewed information provided by Victory Capital related to its business, legal, and regulatory affairs, including information regarding the resources available to Victory Capital to provide the services specified under the New Investment Advisory Agreement. The Board also considered Victory Capital’s financial condition, and noted that Victory Capital was expected to be able to provide a high level of service to the Fund and continuously invest and re-invest in its investment management business. The Directors considered that Amundi US previously supervised and monitored the performance of the Fund’s service providers and provided the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund’s business management and operations, and considered the personnel and resources that Victory Capital proposed to provide with respect to such services. The Directors also considered that, as administrator, Amundi US was responsible for the administration of the Fund’s business and other affairs and that, post-Transaction, Victory Capital would be responsible for the administration of the Fund’s business and other affairs. The Directors considered that the fees Victory Capital would charge for administration services are higher than the fees that Amundi US received as reimbursement for services rendered, and considered Victory Capital’s explanation of the reasons for the differences in administration fees charged by Victory Capital and Amundi US as well as the expense limitation arrangements proposed to be implemented for the
Fund for at least three years following the completion of the Transaction. The Directors considered that the terms and conditions of the New Investment Advisory Agreement were substantially similar to the terms and conditions of the Amundi US Investment Advisory Agreement, except
for different execution dates, effective dates and termination dates. The Directors considered that the terms of the Interim Investment Advisory Agreement (including fees) also are substantially the same as the terms of the Amundi US Investment Advisory Agreement, that the Interim Investment Agreement allows Victory Capital to manage each Fund for up to 150 days following the closing of the Transaction, and that investment advisory fees payable under the Interim Investment Advisory Agreement will be held in escrow during the term of the Interim Investment Advisory Agreement.
The Directors received and considered information regarding the Victory Funds’ key service providers, including custody, transfer agency and administration service providers, the fees charged by such service providers as compared to the fees charged by the Fund’s current service providers, and Victory Capital’s plans to propose the transition from certain of the Fund’s current service providers to the Victory Funds’ service providers following the consummation of the Transaction.
The Directors considered that Victory Capital had advised the Board that, notwithstanding the above, the Transaction was not expected to have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its stockholders, including investment advisory, risk management, administrative, compliance, legal and other services, as a result of the Transaction. In that regard, the Directors considered the statements by representatives of Victory Capital that they did not foresee major changes in the day-to-day investment management operations of the Fund as a direct result of the Transaction, and also considered the risk management, legal and compliance services that Victory Capital would provide with respect to the Fund.
Based on these considerations, the Directors concluded that the nature, extent and quality of services that are proposed to be provided by Victory Capital to the Fund would be satisfactory and consistent with the terms of the Investment Advisory Agreement.
Performance of the Fund
In considering the Fund’s performance, the Directors regularly reviewed and discussed throughout the year data prepared by Amundi US and information comparing the Fund’s performance with the performance of its peer group of funds, as classified by Morningstar, Inc. (Morningstar), and with the performance of the Fund’s benchmark index. The Directors also regularly considered the Fund’s returns at market value relative to its peers, as well as the discount at which the Fund’s shares may trade on the New York Stock Exchange compared to its net asset value per share. They also discussed the Fund’s performance with Amundi US on a regular basis. The Directors’ regular reviews and discussions factored into the Directors’ deliberations concerning the approval of the New Investment Advisory Agreement.
In addition, the Board considered that the Fund’s portfolio managers were expected to continue to act as portfolio managers of the Fund following the consummation of the Transaction as members of Pioneer Investments, a Victory Capital investment franchise. The Board also considered that no changes were proposed to the Fund’s investment objective(s) or principal investment strategies in connection with the Transaction and the New Investment Advisory Agreement.
Advisory Fee and Expenses
The Directors noted that the advisory fee rate payable by the Fund was identical under the Amundi US Investment Advisory Agreement and the New Investment Advisory Agreement. The Directors considered information received in connection with the Directors’ consideration of the renewal of the Amundi US Investment Advisory Agreement at in-person meetings held on September 17, 2024 showing the fees and expenses of the Fund in comparison to the advisory fees and expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Directors for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. The peer group comparisons referred to below are organized in quintiles. Each quintile represents one-fifth of the peer group. In all peer group comparisons referred to below, first quintile is most favorable to the Fund’s shareowners.
The Directors considered that the Fund’s advisory fee (based on managed assets) for the Fund’s fiscal year ended March 31, 2024 was in the first quintile relative to the advisory fees paid by other funds in its Strategic Insight peer group for the comparable period. The Directors considered that the expense ratio (based on managed assets) of the Fund’s common stock for the most recent fiscal year (both including and excluding investment-related expenses) was in the first quintile relative to its Strategic Insight peer group for the comparable period.
The Directors also considered Victory Capital’s contractual commitment under the expense limitation agreement to waive fees and/or reimburse expenses for at least three years after the closing of the Transaction, so that the Fund’s total net annual operating expenses (excluding certain customary items) does not exceed the lower of (i) the total net annual operating expenses associated with investing in the Fund after application of expense limitation arrangements currently in effect for the Fund, if any, or (ii) the total net annual operating expenses of the Fund as of the end of the Fund’s most recent fiscal year, at the time the Transaction closes. The Directors considered that the expense limitation agreement permits Victory Capital to recoup advisory fees waived and expenses reimbursed for up to two years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limitation in effect at the time of: (1) the original waiver or expense reimbursement; or (2) recoupment, after giving effect to the recoupment amount.
The Directors also considered that Victory Capital does not manage closedend funds except for the Pioneer closed-end funds.
The Directors concluded that the advisory fee payable by the Fund to Victory Capital under the New Investment Advisory Agreement was reasonable in relation to the nature and quality of the services to be provided by Victory Capital.
Profitability
The Directors considered information provided by Victory Capital regarding the estimated profitability of Victory Capital with respect to the advisory ervices proposed to be provided by Victory Capital to the Fund, including the methodology used by Victory Capital in allocating certain of its costs to the management of the Fund. The Directors also considered Victory Capital’s profit margins in connection with the overall operation of the Fund. The Board considered the investments Victory Capital expected to make to support and grow the Pioneer funds brand and the costs to integrate the Amundi US/Pioneer Funds business into Victory Capital. The Board also considered information regarding Victory Capital’s profit margins with respect to the funds it currently manages. The Board considered Victory Capital’s representation that the fully integrated Amundi US/Pioneer Funds business, including investments to support ongoing growth, was expected to have a positive impact on Victory Capital’s overall financial profitability. The Directors considered Victory Capital’s profit margins in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Directors concluded that Victory Capital’s estimated profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Directors considered the extent to which Victory Capital may realize economies of scale or other efficiencies in managing and supporting the Fund. Since the Fund is a closed-end fund that has not raised additional capital, the Directors concluded that economies of scale were not a relevant consideration in the renewal of the investment advisory agreement.
Other Benefits
The Directors considered the other benefits that Victory Capital may enjoy from its relationship with the Fund. The Directors considered the character and amount of fees to be paid by the Fund, other than under the New Investment Advisory Agreement, for services to be provided by Victory Capital and its affiliates. The Directors further considered the revenues and profitability of Victory Capital’s businesses other than the Fund business. To the extent applicable, the Directors also considered the potential benefits to the Fund and to Victory Capital and its affiliates from the use of “soft” commission dollars generated by the Fund to pay for research and brokerage services.
The Directors noted that the completion of the Transaction would result in a long-term reciprocal distribution partnership between Amundi and Victory Capital, and that Victory Capital may benefit from Amundi’s ability to market the services of Victory Capital globally, including in an increase of the overall scale of Victory Capital. The Directors considered that the Transaction, if completed, would significantly increase Victory Capital’s assets under management and expand Victory Capital’s investment capabilities. The Directors considered that this increased size and diversification could facilitate Victory Capital’s continued investment in its business and products, which Victory Capital would be able to leverage across a broader base of assets. The Directors considered that Victory Capital and the Fund are expected to receive reciprocal intangible benefits from the relationship, including mutual brand recognition. The Directors concluded that any such benefits received by Victory Capital as a result of its relationship with the Fund were reasonable.
Conclusion
After consideration of the factors described above as well as other factors, the Directors, including the Independent Directors, concluded that the New Investment Advisory Agreement and the Interim Investment Advisory Agreement for the Fund, including the fees payable thereunder, were fair and reasonable and voted to approve the New Investment Advisory Agreement and the Interim Investment Advisory Agreement.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. (Unaudited)
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
VICTORY PORTFOLIOS IV
VICTORY VARIABLE INSURANCE FUNDS II
(together with their series portfolios, collectively, the “Open-End Funds”)
PIONEER FLOATING RATE FUND, INC.
PIONEER HIGH INCOME FUND, INC.
PIONEER DIVERSIFIED HIGH INCOME FUND, INC.
PIONEER MUNICIPAL HIGH INCOME FUND, INC.
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC.
PIONEER MUNICIPAL HIGH INCOME OPPORTUNITIES FUND, INC.
PIONEER ILS INTERVAL FUND
(COLLECTIVELY, THE “CLOSED-END FUNDS”)
(TOGETHER WITH THE OPEN-END FUNDS, COLLECTIVELY, THE “FUNDS”)
CODE OF CONDUCT
FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
I. | Covered Officers/Purpose of the Code |
A. This Code of Conduct (the “Code”) applies to the Principal Executive Officer and Principal Financial Officer of the Funds, and the “Covered Officers”, each of whom is set forth in Exhibit A, for the purpose of promoting:
1. | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
2. | Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Trusts; |
3. | Compliance with applicable laws and governmental rules and regulations; |
4. | The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
5. | Accountability for adherence to the Code. |
B. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II. | Covered Officers Should Handle Ethically Any Actual or Apparent Conflicts of Interest |
A. | Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Trusts. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his or her position with the Trusts. |
Certain conflicts of interest that could arise out of the relationships between Covered Officers and the Trusts already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Trusts because of their status as “affiliated persons” of the Trusts. The Trusts’ and their investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts may arise or result from the contractual relationship between the Trusts and the investment adviser and the administrator, whose officers or employees also serve as Covered Officers. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trusts or for the adviser or the administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser, the administrator and the Trusts. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the adviser, the administrator and the Trusts and is consistent with the performance by the Covered Officers of their duties as officers of the Trusts. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by each Trust’s Board of Trustees (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act or the Investment Advisers Act. Section C describes the types of conflicts of interest that are covered under this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.
B. | Obligations of Covered Officers. Each Covered Officer must: |
1. | Not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trusts whereby the Covered Officer would benefit personally to the detriment of the Trusts; |
2. | Not cause the Trusts to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trusts; |
3. | Report at least annually outside business affiliations or other relationships (e.g., officer, director, governor, trustee, part-time employment) other than his or her relationship to the Trusts, the investment adviser and the administrator. |
C. Conflicts of interest. When a Covered Person becomes aware of a situation that could involve a conflict of interest, or that could reasonably be considered an appearance of a conflict of interest, the Covered Person should disclose this matter to the Chief Compliance Officer. For purposes of this Code, the Chief Compliance Officer shall be the Chief Compliance Officer of Victory Capital Management Inc. (“VCM”). Examples of these include:
1. | Service as a director on the board of any public or private company; The receipt, as an officer of the Trusts, of any gift in excess of $100; |
2. | The receipt of any entertainment from any company with which the Trusts have current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; |
3. | Any ownership interest in, or any consulting or employment relationship with, any of the Trusts’ service providers, other than their investment adviser, principal underwriter, administrator or any affiliated person thereof; |
4. | A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trusts for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. |
D. Conflicts of interest not specifically enumerated. It is impractical to attempt to list in this Code all possible situations that could result in a conflict of interest. If a proposed transaction, interest, personal activity, or investment raises any concerns, questions or doubts, a Covered Officer should consult with the Chief Compliance Officer before engaging in such transaction or investment or pursuing such interest or activity. The Chief Compliance Officer shall review the facts and circumstances of the actual or potential conflict of interest in accordance with Section IV of these Procedures.
III. | Disclosure and Compliance |
A. Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Trusts.
B. Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trusts to others, whether within or outside the Trusts, including to the Trusts’ Trustees and auditors, and to governmental regulators and self-regulatory organizations.
C. Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Trusts, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts.
D. It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
IV. | Reporting and Accountability |
A. Responsibilities and conduct. Each Covered Officer must
1. | Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the appropriate Board that he or she has received, read, and understands the Code; |
2. | Annually thereafter affirm to the appropriate Board that he or she has complied with the requirements of the Code; |
3. | Not retaliate against any other Covered Officer or any employee of the Trusts or their affiliated persons for reports of potential violations that are made in good faith; and |
4. | Notify the Chief Compliance Officer promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code. |
B. Chief Compliance Officer. The Chief Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Based on its review, the Chief Compliance Officer shall advise the Covered Officer that the proposed transaction, investment, interest or activity: (i) would not violate this Code; (ii) would not violate this Code only if conducted in a particular manner and/or subject to certain conditions or safeguards; or (iii) would violate the Code and is, therefore, prohibited.
C. Waivers. A Covered Officer may request a waiver from a provision of this Code if there is a reasonable likelihood that a contemplated action would not involve an actual conflict of interest that this Code is designed to prevent. The Audit and Risk Oversight Committee of the Board (the “Committee”) shall review and act upon any request for a waiver from any provision of the Code. The Committee shall disclose any waiver from a provision of the Code to the extent required by SEC rules or any other policy of the Trusts or VCM.
D. Enforcing the Code of Conduct. The Trusts will adhere to the following procedures in investigating and enforcing this Code:
1. | The Chief Compliance Officer will take all appropriate action to investigate any potential violations reported to him or her; |
2. | If, after such investigation, the Chief Compliance Officer believes that no violation has occurred, no further action is required; |
3. | Any matter that the Chief Compliance Officer believes is a violation shall be reported to the Committee; and |
4. | If the Committee concurs that a violation has occurred, it will inform the Board and make a recommendation of appropriate courses of action. The Board will consider and take appropriate action regarding the violation. The Board may among other things, notify VCM, the Trust’s administrator, or their Boards of Directors; recommend the assessment of a monetary penalty against the Covered Person; issue a formal written reprimand to, or recommend the dismissal of, the Covered Officer; require additional training by the violator; or recommend modifications to the Trust’s policies and procedures. |
V. | Other Policies and Procedures |
This Code shall be the sole code of conduct adopted by the Trusts for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies relating to that section. Insofar as other policies or procedures of the Trusts, the Trusts’ investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Codes of Ethics under Rule 17j-1 under the Investment Company Act, and any insider trading policies are separate policies of the Trusts, VCM, any sub-adviser or the principal underwriter that apply to the Covered Officers and others, and are not part of this Code.
VI. | Amendments |
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act) (the “Independent Trustees”). Any changes to this Code will, to the extent required, will be disclosed as provided by SEC rules.
VII. | Confidentiality |
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than officers and Trustees of the Trust, the Trusts’ investment adviser, administrator or sub-administrator, counsel to the Trusts or counsel to the Independent Trustees.
VIII. | Internal Use |
The Code is intended solely for the internal use by the Trusts and does not constitute an admission, by or on behalf of the Trusts, as to any fact, circumstance, or legal conclusion.
Adopted: December 30 , 2024
Exhibit A
Persons Covered by this Code of Conduct
The Funds
Principal Executive Officer: Thomas Dusenberry, President
Principal Financial Officer: Carol D.Trevino, Treasurer
As of: April 1, 2025
Exhibit B
Acknowledgement
Pursuant to the requirements of the Code of Conduct adopted by the Funds, (the “Code”), I hereby acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.
Signature: | /s/ Thomas Dusenberry | |
Print Name: Thomas Dusenberry | ||
Date: | 05/05/2025 |
Exhibit B
Acknowledgement
Pursuant to the requirements of the Code of Conduct adopted by the Funds, (the “Code”), I hereby acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.
Signature: | /s/ Carol D.Trevino | |
Print Name: Carol D.Trevino | ||
Date: |
05/05/2025 |
Exhibit C
Annual Certification
Pursuant to the requirements of the Code of Conduct adopted by the Funds, (the “Code”), I hereby acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.
Signature: | /s/ Carol D. Trevino | |
Print Name: Carol D. Trevino | ||
Date: | 05/05/2025 |
Exhibit C
Annual Certification
Pursuant to the requirements of the Code of Conduct adopted by the Funds, (the “Code”), I hereby acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.
Signature: | /s/ Thomas Dusenberry | |
Print Name: Thomas Dusenberry | ||
Date: | 05/05/2025 |
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that is filing an annual report on this Form N-CSR, provide the following information:
(1) State the name, title, and length of service of the person or persons employed by or associated with the registrant or an investment adviser of the registrant who are primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Manager”). Also state each Portfolio Manager’s business experience during the past 5 years.
Additional information about the portfolio manager
Other accounts managed by the portfolio manager
The table below indicates, for the portfolio manager of the fund, information about the accounts other than the fund over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of March 31, 2025. For purposes of the table, “Other Pooled Investment Vehicles” may include investment partnerships, undertakings for collective investments in transferable securities (“UCITS”) and other non-U.S. investment funds and group trusts, and “Other Accounts” may include separate accounts for institutions or individuals, insurance company general or separate accounts, pension funds and other similar institutional accounts but generally do not include the portfolio manager’s personal investment accounts or those which the manager may be deemed to own beneficially under the code of ethics. Certain funds and other accounts managed by the portfolio manager may have substantially similar investment strategies.
Name of |
Type of Account |
Number of Accounts Managed |
Total Assets Managed (000’s) |
Number of Accounts Managed for which Advisory Fee is Performance- Based |
Assets Managed for which Advisory Fee is Performance- Based (000’s) |
|||||||||||
John (Jake) Crosby van Roden III |
Other Registered Investment Companies |
5 | $ | 2,231,426 | N/A | N/A | ||||||||||
Other Pooled Investment Vehicles |
0 | $ | 0 | N/A | N/A | |||||||||||
Other Accounts | 0 | $ | 0 | N/A | N/A |
Potential conflicts of interest
When a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are discussed below. For the reasons outlined below, Amundi US does not believe that any material conflicts are likely to arise out of a portfolio manager’s responsibility for the management of the fund as well as one or more other accounts. Although Amundi US has adopted procedures that it believes are reasonably designed to detect and prevent violations of the federal securities laws and to mitigate the potential for conflicts of interest to affect its portfolio management decisions, there can be no assurance that all conflicts will be identified or that all procedures will be effective in mitigating the potential for such risks. Generally, the risks of such conflicts of interest are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. Amundi US has structured its compensation arrangements in a manner that is intended to limit such potential for conflicts of interest. See “Compensation of Portfolio Manager” below.
• | A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation of the initial public offering. Generally, investments for which there is limited availability are allocated based upon a range of factors including available cash and consistency with the accounts’ investment objectives and policies. This allocation methodology necessarily involves some subjective elements but is intended over time to treat each client in an equitable and fair manner. Generally, the investment opportunity is allocated among participating accounts on a pro rata basis. Although Amundi US believes that its practices are reasonably designed to treat each client in an equitable and fair manner, there may be instances where a fund may not participate, or may participate to a lesser degree than other clients, in the allocation of an investment opportunity. |
• | A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security on the same day for more than one account, the trades typically are “bunched,” which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, Amundi US will place the order in a manner intended to result in as favorable a price as possible for such client. |
• | A portfolio manager could favor an account if the portfolio manager’s compensation is tied to the performance of that account to a greater degree than other accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager’s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if Amundi US receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager’s compensation. |
• | A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. |
• | If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest could arise. For example, if a portfolio manager purchases a security for one account and sells the same security for another account, such trading pattern may disadvantage either the account that is long or short. In making portfolio manager assignments, Amundi US seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. |
Compensation of portfolio manager
Amundi US has adopted a system of compensation for portfolio managers that seeks to align the financial interests of the portfolio managers with those of shareholders of the accounts (including Pioneer funds) the portfolio managers manage, as well as with the financial performance of Amundi US. The compensation program for all Amundi US portfolio managers includes a base salary (determined by the rank and tenure of the employee) and an annual bonus program, as well as customary benefits that are offered generally to all full-time employees. Base compensation is fixed and normally reevaluated on an annual basis. Amundi US seeks to set base compensation at market rates, taking into account the experience and responsibilities of the portfolio manager. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving superior investment performance and align
the interests of the investment professional with those of shareholders, as well as with the financial performance of Amundi US. Any bonus under the plan is completely discretionary, with a maximum annual bonus that may be in excess of base salary. The annual bonus is based upon a combination of the following factors:
• | Quantitative investment performance. The quantitative investment performance calculation is based on pre-tax investment performance of all of the accounts managed by the portfolio manager (which includes the fund and any other accounts managed by the portfolio manager) over a one-year period (20% weighting) and four-year period (80% weighting), measured for periods ending on December 31. The accounts, which include the fund, are ranked against a group of mutual funds with similar investment objectives and investment focus (60%) and a securities market index measuring the performance of the same type of securities in which the accounts invest (40%), which, in the case of the fund, is the Bloomberg Municipal Bond Index and the Bloomberg U.S. Municipal High Yield Bond Index. As a result of these two benchmarks, the performance of the portfolio manager for compensation purposes is measured against the criteria that are relevant to the portfolio manager’s competitive universe. |
• | Qualitative performance. The qualitative performance component with respect to all of the accounts managed by the portfolio manager includes objectives, such as effectiveness in the areas of teamwork, leadership, communications and marketing, that are mutually established and evaluated by each portfolio manager and management. |
• | Amundi US results and business line results. Amundi US’s financial performance, as well as the investment performance of its investment management group, affect a portfolio manager’s actual bonus by a leverage factor of plus or minus (+/–) a predetermined percentage. |
The quantitative and qualitative performance components comprise 80% and 20%, respectively, of the overall bonus calculation (on a pre-adjustment basis). A portion of the annual bonus is deferred for a specified period and may be invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and retain key contributors. Portfolio managers also may participate in a deferred compensation program, whereby deferred amounts are invested in one or more Pioneer funds or collective investment trusts or other unregistered funds with similar investment objectives, strategies and policies.
Share ownership by portfolio manager
The following table indicates as of March 31, 2025 the value, within the indicated range, of shares beneficially owned by the portfolio manager of the fund.
Name of Portfolio Manager |
Beneficial Ownership of the Fund* | |
John (Jake) Crosby van Roden III |
A |
* | Key to Dollar Ranges |
A. | None | |
B. | $1 – $10,000 | |
C. | $10,001 – $50,000 | |
D. | $50,001 – $100,000 | |
E. | $100,001 – $500,000 | |
F. | $500,001 – $1,000,000 | |
G. | Over $1,000,000 |
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company, in the following tabular format, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
During the period covered by this report, there were no purchases made by or on behalf of the registrant or any affiliated purchaser as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (the Exchange Act), of shares of the registrants equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15)) of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Directors since the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A) in its definitive proxy statement, or this item.
ITEM 16. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant’s principal executive and principal financials officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are effective based on the evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
There were no significant changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company, provide the following dollar amounts of income and compensation related to the securities lending activities of the registrant during its most recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) (revenue split); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe the services provided to the registrant by the securities lending agent in the registrants most recent fiscal year.
N/A
Item 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
N/A
ITEM 19. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
Filed herewith.
(3) Not applicable.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Municipal High Income Advantage Fund, Inc.
By (Signature and Title)* /s/ Thomas Dusenberry
Thomas Dusenberry, President and Principal Executive Officer
Date June 6, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Thomas Dusenberry
Thomas Dusenberry, President and Principal Executive Officer
Date June 6, 2025
By (Signature and Title)* /s/ Carol D. Trevino
Carol D. Trevino, Treasurer Principal Financial Officer
Date June 6, 2025
* | Print the name and title of each signing officer under his or her signature. |