PIONEER HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
PIONEER TAX ADVANTAGED BALANCED TRUST
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 16, 2005
This is the formal agenda for your fund's annual shareholder meeting. It
tells you the matters you will be asked to vote on and the time and place of
the meeting, in case you want to attend in person.
To the shareholders of Pioneer High Income Trust, Pioneer Municipal High Income
Trust, Pioneer Municipal High Income Advantage Trust and Pioneer Tax Advantaged
Balanced Trust:
The annual meeting of shareholders of each of the above registered
investment management companies (collectively, the "funds") will be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston, Massachusetts on August 16, 2005 at 2:00 p.m., Boston time, to
consider the following:
1. To elect three Trustees of your fund, as named in the attached proxy
statement, each by the holders of Common and Preferred Shares of your
fund, voting together as a single class. Each elected Trustee will
serve for a three year term or until a successor is elected.
2. To consider any other business that may properly come before the
meeting.
Each fund will hold a separate meeting. Shareholders of each fund will
vote separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF PROPOSAL NO 1.
Shareholders of record as of the close of business on June 21, 2005 are
entitled to vote at the meeting and any related follow-up meetings.
By Order of each Board of Trustees,
Dorothy E. Bourassa, Secretary
Boston, Massachusetts
July 11, 2005
-----------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY. 17780-00-0605
PROXY STATEMENT OF
PIONEER HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME TRUST
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
PIONEER TAX ADVANTAGED BALANCED TRUST
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before
voting on the proposal summarized below.
Each fund will furnish without charge a copy of its most recent annual
report and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call Pioneer Investment Management Shareholder Services at
1-800-622-3265.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of each fund
to solicit proxies to be voted at the annual meeting of shareholders of each of
the funds referenced above. Participating in the meeting are holders of common
shares of beneficial interest (the "Common Shares") and the holders of
preferred shares of beneficial interest (the "Preferred Shares") of each fund.
The Common Shares and the Preferred Shares of each fund sometimes are referred
to herein collectively as the "Shares". Each meeting will be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston time, on August 16,
2005, and at any adjournments of a meeting to a later date, for the purposes as
set forth in the accompanying notice of annual meeting of shareholders.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about July 11, 2005. The annual report for each
fund for its most recently completed fiscal year was previously mailed to
shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of each fund as of the close of business on June
21, 2005 (the "record date") are entitled to vote on all of the fund's business
at the annual shareholder meeting and any adjournments thereof. The affirmative
vote of a plurality of the Common and Preferred Shares of each fund present at
the meeting in person or by proxy, voting together as a single class, is
required to elect each nominee for Trustee designated to be elected by the
Common and Preferred Shares of each fund. Election by
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plurality means those persons who receive the highest number of votes cast
"FOR" up to the total number of persons to be elected as Trustees at the
Meeting shall be elected. Shares represented by properly executed proxies,
unless revoked before or at the meeting, will be voted according to the
shareholder's instructions. If you sign a proxy but do not fill in a vote, your
shares will be voted in favor of each of the nominees for Trustee. If any other
business comes before the annual shareholder meeting, your shares will be voted
at the discretion of the persons named as proxies.
Each fund will vote separately on each item. Votes of multiple funds will
not be aggregated.
PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Shareholders of each fund are being asked to consider the election of
three nominees to the Board of Trustees of each fund. All of the nominees for
election to each fund's Board currently serve as Trustees for the fund and have
served in that capacity continuously since originally elected or appointed.
Each Trustee shall be elected to hold office for a three year term or until his
or her successor is elected and qualified. Each nominee has consented to being
named in this proxy statement and indicated his or her willingness to serve if
elected. In the unanticipated event that any nominee should be unable to serve,
the persons named as proxies may vote for such other person as shall be
designated by the fund's Board of Trustees. The persons named on the
accompanying proxy card intend to vote at the meeting (unless otherwise
directed) for the election of the nominees named below as Trustees of each
fund.
The Declaration of Trust for each fund provides that the Board of Trustees
shall consist of Trustees divided into three classes, the classes to be as
nearly equal in number as possible. The Trustees of only one class are elected
at each annual meeting so that the regular term of only one class of Trustees
will expire annually and any particular Trustee stands for election only once
in each three year period. Each fund's Board of Trustees is divided into three
staggered term classes -- Class I, Class II and Class III. Class I Trustees are
being submitted to shareholders for election at the meeting for Pioneer Tax
Advantaged Balanced Trust. Class II Trustees are being submitted to
shareholders for election at the Meeting for Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust. Class III Trustees are
being submitted to shareholders for election at the Meeting for Pioneer High
Income Trust.
Each fund's Board of Trustees consists of eight members.
Pioneer High Income Trust
The terms of the Class I Trustees -- Ms. Bush and Ms. Piret -- will expire
in 2006; the terms of the Class II Trustees -- Mr. Cogan, Mr. Bock and Mr.
West -- expire in 2007; and the terms of the Class III Trustees -- Ms. Graham,
Mr. Hood and Mr. Winthrop -- expire at the upcoming 2005 annual meeting.
2
Pioneer Municipal High Income Trust and
Pioneer Municipal High Income Advantage Trust
The terms of the Class I Trustees for Pioneer Municipal High Income Trust
and Pioneer Municipal High Income Advantage Trust -- Mr. Cogan, Mr. Bock and
Mr. West -- expire in 2007; the terms of the Class II Trustees -- Ms. Graham,
Mr. Hood and Mr. Winthrop -- expire at the upcoming 2005 annual meeting; and
the terms of the Class III Trustees -- Ms. Bush and Ms. Piret -- expire in
2006.
Pioneer Tax Advantaged Balanced Trust
The terms of the Class I Trustees -- Ms. Graham, Mr. Hood and Mr.
Winthrop -- will expire at the first annual meeting following the initial
public offering of the common shares (the upcoming meeting); the terms of the
Class II Trustees -- Ms. Bush and Ms. Piret -- will expire in 2006; and the
terms of the Class III Trustees -- Mr. Cogan, Mr. Bock and Mr. West -- expire
in 2007.
Subsequently, for each fund, each class of Trustees will stand for
election at the conclusion of its respective three year term. Such
classification may prevent replacement of a majority of the Trustees for up to
a two-year period. Mr. Cogan and Ms. Piret have been designated as the Trustees
to be elected by the holders of the Preferred Shares of each fund.
The following table sets forth the incumbent Trustees and each Trustee's
position(s) with each fund, his or her age, address, principal occupation and
employment during the past five years and any other directorship held. Trustees
who are interested persons of a fund within the meaning of the Investment
Company Act of 1940 (the "1940 Act") are referred to as Interested Trustees.
Trustees who are not interested persons of a fund are referred to as
Independent Trustees. Each of the Trustees serves as a Trustee of each of the
81 U.S. registered investment portfolios for which Pioneer Investment
Management, Inc. ("Pioneer") serves as investment adviser (the "Pioneer
Funds"). The address of all Interested Trustees is 60 State Street, Boston, MA
02109.
3
Other
Term of Office Directorships
Position(s) and Held by this
Name, Age Held Length of Principal Occupation(s) Trustee or
and Address With the Fund Service During Past Five Years Nominee
-------------------- --------------- ------------------ ---------------------------- ------------------
Interested Trustees:
John F. Cogan, Jr. Chairman of High Income Deputy Chairman and a Chairman and
(79)* the Board, Trust: Class II Director of Pioneer Global Director of ICI
Trustee and Trustee since Asset Management S.p.A. Mutual Insurance
President 2002. Term ("PGAM"); Non-Executive Company; Director
expires in 2007. Chairman and a Director of Harbor Global
Elected by of Pioneer Investment Company, Ltd.
Preferred Management USA Inc.
Shares only. ("PIM-USA"); Chairman
Municipal High and a Director of Pioneer;
Income Trust: Director of Pioneer
Class I Trustee Alternative Investment
since 2003. Management Limited
Term expires in (Dublin); President and
2007. Elected a Director of Pioneer
by Preferred Alternative Investment
Shares only. Management (Bermuda)
Municipal Limited and affiliated
High Income funds; President and
Advantage Director of Pioneer
Trust: Class I Funds Distributor, Inc.;
Trustee since President of all of the
2003. Term Pioneer Funds; and Of
expires in 2007. Counsel (since 2000,
Elected by partner prior to 2000),
Preferred Wilmer Cutler Pickering
Shares only. Hale and Dorr LLP
Tax Advantaged (counsel to PIM-USA
Balanced Trust: and the Pioneer Funds)
Class III Trustee
since 2003.
Term expires in
2007. Elected by
Preferred Shares
only.
4
Other
Term of Office Directorships
Position(s) and Held by this
Name, Age Held Length of Principal Occupation(s) Trustee or
and Address With the Fund Service During Past Five Years Nominee
---------------- ---------------- ------------------ -------------------------- --------------
Osbert M. Hood Trustee and High Income President and Chief None
(52)* Executive Vice Trust: Class III Executive Officer, PIM-
President Trustee since USA since May, 2003
June 2003. (Director since January,
Term expires 2001); President and
in 2005. Director of Pioneer
Municipal High Investment Management,
Income Trust: Inc. since May, 2003;
Class II Trustee Chairman and Director
since 2003. of Pioneer Investment
Term expires Management Shareholder
in 2005. Services, Inc. ("PIMSS")
Municipal since May, 2003;
High Income Executive Vice President
Advantage of all of the Pioneer
Trust: Class II Funds since June 3,
Trustee since 2003; Executive Vice
2003. Term President and Chief
expires in 2005. Operating Officer of
Tax Advantaged PIM-USA, November
Balanced Trust: 2000-May 2003;
Class I Trustee Executive Vice President,
since 2003. Chief Financial Officer
Term expires and Treasurer, John
in 2005. Hancock Advisers, LLC,
Boston, MA, November
1999-November 2000
5
Other
Term of Office Directorships
Position(s) and Held by this
Name, Age Held Length of Principal Occupation(s) Trustee or
and Address With the Fund Service During Past Five Years Nominee
---------------------- --------------- ------------------ ---------------------------- -------------------
Independent Trustees:
David R. Bock Trustee High Income Senior Vice President and Director of The
(61) Trust: Class II Chief Financial Officer, Enterprise Social
3050 K. Street NW, Trustee since I-trax, Inc. (publicly Investment
Washington, DC 20007 2005. Term traded health care Company
expires in 2007. services company) (privately-held
Municipal High (2001-present); affordable housing
Income Trust: Managing Partner, Federal finance company);
Class I Trustee City Capital Advisors Director of New
since 2005. (boutique merchant York Mortgage
Term expires bank); (1995-2000; 2002 Trust (publicly
in 2007. to 2004); Executive Vice traded mortgage
Municipal President and Chief REIT)
High Income Financial Officer, Pedestal
Advantage Inc. (internet-based
Trust: Class I mortgage trading
Trustee since company) (2000-2002)
2005. Term
expires in 2007.
Tax Advantaged
Balanced Trust:
Class III Trustee
since 2005.
Term expires
in 2007.
6
Other
Term of Office Directorships
Position(s) and Held by this
Name, Age Held Length of Principal Occupation(s) Trustee or
and Address With the Fund Service During Past Five Years Nominee
------------------------ --------------- ------------------- ------------------------------ ---------------------
Mary K. Bush Trustee High Income President, Bush Director of Brady
(57) Trust: Class I International (international Corporation
3509 Woodbine Street, Trustee since financial advisory firm) (industrial
Chevy Chase, MD 2002. Term identification and
20815 expires in 2006. specialty coated
Municipal High material products
Income Trust: manufacturer),
Class III Trustee Millenium
since 2003. Chemicals, Inc.
Term expires (commodity
in 2006. chemicals),
Municipal Mortgage
High Income Guaranty
Advantage Insurance
Trust: Class III Corporation, R.J.
Trustee since Reynolds Tobacco
2003. Term Holdings, Inc.
expires in 2006. (tobacco)
Tax Advantaged
Balanced Trust:
Class II Trustee
since 2003.
Term expires
in 2006.
Margaret B.W. Graham Trustee High Income Founding Director, The None
(58) Trust: Class III Winthrop Group, Inc.
1001 Sherbrooke Street Trustee since (consulting firm);
West, Montreal, 2002. Term Professor of
Quebec, Canada expires in 2005. Management, Faculty of
Municipal High Management, McGill
Income Trust: University
Class II Trustee
since 2003.
Term expires
in 2005.
Municipal
High Income
Advantage
Trust: Class II
Trustee since
2003. Term
expires in 2005.
Tax Advantaged
Balanced Trust:
Class I Trustee
since 2003.
Term expires
in 2005.
7
Other
Term of Office Directorships
Position(s) and Held by this
Name, Age Held Length of Principal Occupation(s) Trustee or
and Address With the Fund Service During Past Five Years Nominee
--------------------- --------------- ------------------ --------------------------- ------------------
Marguerite A. Piret Trustee High Income President and Chief Director of New
(57) Trust: Class I Executive Officer, America High
One Boston Place, Trustee since Newbury, Piret & Income Fund, Inc.
28th Floor, 2002. Term Company, Inc. (closed-end
Boston, MA 02108 expires in 2006. (investment banking firm) investment
Elected by company)
Preferred
Shares only.
Municipal High
Income Trust:
Class III Trustee
since 2003.
Term expires in
2006. Elected
by Preferred
Shares only.
Municipal
High Income
Advantage
Trust: Class III
Trustee since
2003. Term
expires in 2006.
Elected by
Preferred
Shares only.
Tax Advantaged
Balanced Trust:
Class II Trustee
since 2003.
Term expires in
2006. Elected
by Preferred
Shares only.
8
Other
Term of Office Directorships
Position(s) and Held by this
Name, Age Held Length of Principal Occupation(s) Trustee or
and Address With the Fund Service During Past Five Years Nominee
---------------------- --------------- ------------------ -------------------------- ---------------
Stephen K. West Trustee High Income Senior Counsel, Sullivan Director, The
(76) Trust: Class II & Cromwell (law firm) Swiss Helvetia
125 Broad Street, Trustee since Fund, Inc.
New York, NY 10004 2002. Term (closed-end
expires in 2007. investment
Municipal High company) and
Income Trust: AMVESCAP PLC
Class I Trustee (investment
since 2003. managers)
Term expires
in 2007.
Municipal
High Income
Advantage
Trust: Class I
Trustee since
2003. Term
expires in 2007.
Tax Advantaged
Balanced Trust:
Class III Trustee
since 2003.
Term expires
in 2007.
John Winthrop Trustee High Income President, John Winthrop None
(69) Trust: Class III & Co., Inc. (private
One North Adgers Trustee since investment firm)
Wharf, 2002. Term
Charleston, SC 29401 expires in 2005.
Municipal High
Income Trust:
Class II Trustee
since 2003. Term
expires in 2005.
Municipal High
Income Advantage
Trust: Class II
Trustee since
2003. Term
expires in 2005.
Tax Advantaged
Balanced Trust:
Class I Trustee
since 2003. Term
expires in 2005.
-------------
* Mr. Cogan and Mr. Hood are Interested Trustees because each is an officer or
director of each fund's investment adviser and certain of its affiliates.
9
Board Committees
The Board of Trustees for each fund has an Audit Committee, an Independent
Trustees Committee, a Nominating Committee, a Valuation Committee and a Policy
Administration Committee. Committee members are as follows:
Audit
David R. Bock, Margaret B.W. Graham and Marguerite A. Piret (Chair)
Independent Trustees
David R. Bock, Mary K. Bush, Margaret B.W. Graham (Chair), Marguerite A.
Piret, Stephen K. West and John Winthrop
Nominating
Mary K. Bush, Marguerite A. Piret and John Winthrop (Chair)
Valuation
Marguerite A. Piret (Chair), Stephen K. West and John Winthrop
Policy Administration
Mary K. Bush (Chair), Steve West and John Winthrop
During the most recent fiscal year, the Audit, Nominating, Valuation,
Independent Trustees and Policy Administration Committees of each fund held the
following meetings:
Municipal Tax
High Municipal High Income Advantaged
Income High Advantage Balanced
Trust Income Trust Trust Trust
-------- -------------- ------------- -----------
Audit Committee ......................... 12 12 12 7
Nominating Committee .................... 3 3 3 4
Valuation Committee ..................... 3 3 3 3
Independent Trustees .................... 6 5 6 7
Policy Administration Committee ......... 10 10 10 10
All members of the Audit Committee are "independent", as defined in the
applicable listing standard of the New York Stock Exchange currently in effect.
The Board of Trustees has adopted a charter for the Audit Committee, in effect
as of March 15, 2005, which is attached as Appendix A to this proxy statement.
In accordance with its charter, the purposes of the Audit Committee are to:
o act as a liaison between the fund's independent registered public
accounting firm and the full Board of Trustees of the fund;
o discuss with the fund's independent registered public accounting firm
their judgments about the quality of the fund's accounting principles and
underlying estimates as applied in the fund's financial reporting;
10
o review and assess the renewal materials of all related party contracts and
agreements, including management advisory agreements, underwriting
contracts, administration agreements, distribution contracts, and transfer
agency contracts, among any other instruments and agreements that may be
appropriate from time to time;
o review and approve insurance coverage and allocations of premiums between
the management and the fund and among the Pioneer Funds;
o review and approve expenses under the administration agreement between
Pioneer and the fund and allocations of such expenses among the Pioneer
Funds; and
o receive on a periodic basis a formal written statement delineating all
relationships between the independent registered public accounting firm
and the fund or Pioneer; to actively engage in a dialogue with the
independent registered public accounting firm with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent registered public accounting firm; and to
recommend that the Trustees take appropriate action in response to the
independent registered public accounting firm's report to satisfy itself
of the firm's independence.
The Audit Committee reports that it has (1) reviewed and discussed each
fund's audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters relating to the
quality of each fund's financial reporting; and (3) received written
disclosures and an independence letter from the independent registered public
accounting firm and discussed with the independent registered public accounting
firm that firm's independence. Based upon the review and discussions referred
to above, the Audit Committee recommended to the Board of Trustees that the
audited financial statements be included in the Annual Reports for Pioneer High
Income Trust and Pioneer Municipal High Income Advantage Trust for the fiscal
year ended March 31, 2005, the Annual Report for Pioneer Municipal High Income
Trust for the fiscal year ended April 30, 2005 and the Annual Report for
Pioneer Tax Advantaged Balanced Trust for the fiscal year ended November 30,
2004, for filing with the Securities and Exchange Commission (the "SEC").
The members of the Audit Committee are David R. Bock, Margaret B.W. Graham
and Marguerite A. Piret (Chair).
All members of the Nominating Committee are independent under the New York
Stock Exchange's Revised Listing Rules and are not interested persons, as
defined in the 1940 Act, of Pioneer. The Board of each fund has adopted a
written charter for the Nominating Committee, which is available on Pioneer's
website: www.pioneerfunds.com. The Nominating Committee reviews the
qualifications of persons being considered as candidates as Trustees and makes
recommendations regarding the qualifications of such persons to the Independent
Trustees. All of the Independent Trustees then evaluate any candidate and
determine whether to nominate them for election. The Trustees who are not
Independent Trustees and the officers of each Fund are nominated and selected
by the Board.
11
The Nominating Committee's charter provides for certain criteria to be
used in evaluating candidates for Independent Trustee. In reviewing a potential
nominee and in evaluating the re-nomination of current Independent Trustees,
the Nominating Committee applies the following criteria: (i) the nominee's
reputation for integrity, honesty and adherence to high ethical standards, (ii)
the nominee's business acumen and ability to exercise sound judgments, (iii) a
commitment to attend and participate in meetings of the Board and its
committees, (iv) the ability to understand potential conflicts of interest in
managing a fund and to act in the interests of all shareholders, and (v) the
absence of a real or apparent conflict of interest that would impair the
nominee's ability to represent the interests of all the shareholders and to
fulfill the responsibilities of an Independent Trustee. The Nominating
Committee does not necessarily place the same emphasis on each criteria and
each nominee may not have each of these qualities.
As long as an existing Independent Trustee continues, in the opinion of
the other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Trustees of each fund would favor the re-nomination of an existing Trustee
rather than a new candidate. Consequently, while the Nominating Committee will
evaluate the qualifications of nominees recommended by shareholders to serve as
Trustee, the Independent Trustees may only act upon the Nominating Committee's
evaluation if there is a vacancy on the Board. In the event that a vacancy
arises or a change in Board membership is determined to be advisable, the
Nominating Committee will, in addition to any shareholder recommendations,
evaluate candidates identified by other means, including candidates proposed by
Independent Trustees or management. While it has not done so in the past, the
Nominating Committee may retain a consultant to assist the Committee in a
search for a qualified candidate.
Any shareholder recommendation must be submitted in compliance with all of
the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of
1934 (the "Exchange Act") to be considered by the Nominating Committee. In
evaluating a nominee recommended by a shareholder, the Nominating Committee, in
addition to the criteria discussed above, may consider the objectives of the
shareholder in submitting that nomination and whether such objectives are
consistent with the interests of all shareholders. If the Board determines to
include a shareholder's candidate among the slate of nominees, the candidate's
name will be placed on the fund's proxy card. If the Nominating Committee, the
Independent Trustees or the Board determines not to include such candidate
among the Board's designated nominees and the shareholder has satisfied the
requirements of Rule 14a-8, the shareholder's candidate will be treated as a
nominee of the shareholder who originally nominated the candidate.
The Nominating Committee initiated the recommendation of each of the
nominees to serve as Independent Trustee.
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice
of this meeting. The Secretary
12
may determine not to forward any letter to members of the Board that does not
relate to the business of a fund.
The Valuation Committee reviews the valuation assigned to certain
securities by Pioneer in accordance with each fund's valuation procedures.
The Policy Administration Committee reviews the implementation of certain
of each fund's administrative policies and procedures.
The Independent Trustees Committee reviews each fund's management contract
and other related party contracts annually and is also responsible for any
other action required to be taken, under the 1940 Act, by the Independent
Trustees acting alone.
Each fund's Declaration of Trust provides that the fund will indemnify the
Trustees and officers against liabilities and expenses reasonably incurred in
connection with any litigation in which they may be involved because of their
offices with the fund, unless it is determined in the manner specified in the
Declaration of Trust that they have not acted in good faith in the reasonable
belief that their actions were in the best interests of the fund or that such
indemnification would relieve any officer or Trustee of any liability to the
fund or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties.
During each fund's most recent fiscal year, the Board of Trustees held 10
meetings. All of the current Trustees and committee members of each fund then
serving attended at least 75% of the meetings of the Board of Trustees and
applicable committees, if any, held during that fund's fiscal year.
The following table indicates the value of shares that each Trustee or
nominee beneficially owned in each fund and Pioneer Funds in the aggregate as
of May 31, 2005. Beneficial ownership is determined in accordance with SEC
rules. The share value of any closed-end Pioneer fund is based on its closing
market price on May 31, 2005. The share value of any open-end Pioneer fund is
based on the net asset value of the class of shares on May 31, 2005. The dollar
ranges in this table are in accordance with SEC requirements.
13
Aggregate Dollar Range
of Equity Securities in
All Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by Trustee
Name of Trustee or Nominee in each Fund or Nominee
------------------------------------------------------------------------------
INTERESTED TRUSTEE or
NOMINEE
John F. Cogan ................. Over $100,000(1) Over $100,000
$0(2)
$0(3)
Over $100,000(4)
Osbert M. Hood ................ $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
INDEPENDENT TRUSTEE or
NOMINEE
David R. Bock ................. $0(1) $ 0
$0(2)
$0(3)
$0(4)
Mary K. Bush .................. $0(1) $10,001 to $50,000
$0(2)
$0(3)
$0(4)
Margaret B. W. Graham ......... $1 to $10,000(1) $10,001 to $50,000
$0(2)
$0(3)
$0(4)
Marguerite A. Piret ........... $0(1) Over $100,000
$0(2)
$0(3)
$0(4)
Stephen K. West ............... $1 to $10,000(1) Over $100,000
$0(2)
$0(3)
$0(4)
John Winthrop ................. $10,001 to $50,000(1) Over $100,000
$10,001 to $50,000(2)
$10,001 to $50,000(3)
$10,001 to $50,000(4)
-------------
(1) Shares held in Pioneer High Income Trust
(2) Shares held in Pioneer Municipal High Income Trust
(3) Shares held in Pioneer Municipal High Income Advantage Trust
(4) Shares held in Pioneer Tax Advantaged Balanced Trust
14
For each of the funds, during the most recent fiscal year, none of the
Trustees or any nominee for election as a Trustee engaged in the purchase or
sale of securities of Pioneer, UniCredito Italiano or any other entity in a
control relationship to Pioneer or Pioneer Funds Distributor, Inc. ("PFD").
Material Relationships of the Independent Trustees
For purposes of the statements below:
o the immediate family members of any person are their spouse, children
in the person's household (including step and adoptive children) and
any dependent of the person.
o an entity in a control relationship means any person who controls, is
controlled by or is under common control with the named person. For
example, UniCredito Italiano is an entity that is in a control
relationship with Pioneer.
o a related fund is a registered investment company or an entity exempt
from the definition of an investment company pursuant to Sections
3(c)(1) or 3(c)(7) of the 1940 Act, for which Pioneer or any of its
affiliates act as investment adviser or for which PFD or any of its
affiliates act as principal underwriter. For example, each fund's
related funds include all of the Pioneer Funds and any non-U.S. funds
managed by Pioneer or its affiliates.
As of December 31, 2004, for each fund, none of the Independent Trustees,
nor any of their immediate family members, beneficially owned any securities
issued by Pioneer, UniCredito Italiano or any other entity in a control
relationship to Pioneer or PFD.
During the past five years, for each fund, none of the Independent
Trustees, nor any of their immediate family members, had any direct or indirect
interest (the value of which exceeded $60,000), whether by contract,
arrangement or otherwise, in Pioneer, UniCredito Italiano, or any other entity
in a control relationship to Pioneer or PFD.
During the past five years, for each fund, none of the Independent
Trustees, nor any of their immediate family members, had an interest in a
transaction or a series of transactions, or in any currently proposed
transaction, or series of similar transactions, in which the aggregate amount
involved exceeded $60,000 and to which any of the following were a party (each
a "fund related party"):
o the fund
o an officer of the fund
o a related fund
o an officer of any related fund
o Pioneer or PFD
o an officer of Pioneer or PFD
o any affiliate of Pioneer or PFD
o an officer of any such affiliate
15
During the calendar years 2003 and 2004, for each fund, none of the
Independent Trustees, nor any of their immediate family members, had any
relationship (the value of which exceeded $60,000) with any fund related party,
including, but not limited to, relationships arising out of (i) the payment for
property and services, (ii) the provision of legal services, (iii) the
provision of investment banking services (other than as a member of the
underwriting syndicate) or (iv) the provision of consulting services, except
that Mr. West, an Independent Trustee, is Senior Counsel to Sullivan & Cromwell
and acts as counsel to the Independent Trustees and the Independent Trustees of
the other Pioneer Funds. The aggregate compensation paid to Sullivan & Cromwell
by the funds and the other Pioneer Funds was approximately $126,603 and
$208,010 in 2003 and 2004, respectively.
During the calendar years 2003 and 2004, for each fund, none of the
Independent Trustees, nor any of their immediate family members, served as a
member of a board of directors on which an officer of any of the following
entities also serves as a director:
o Pioneer
o PFD
o UniCredito Italiano
o any other entity in a control relationship with Pioneer or PFD
None of the funds' Trustees or officers has any arrangement with any other
person pursuant to which that Trustee or officer serves on the Board of
Trustees. During the calendar years 2003 and 2004, for each fund, none of the
Independent Trustees, nor any of their immediate family members, had any
position, including as an officer, employee, director or partner, with any of
the following:
o the fund
o any related fund
o Pioneer
o PFD
o any affiliated person of the fund, Pioneer or PFD
o UniCredito Italiano
o any other entity in a control relationship to the fund, Pioneer or PFD
Compliance with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires each fund's executive officers,
Trustees and person who own more than ten percent of a fund's shares ("10%
Shareholders") to file reports of ownership and changes in ownership with the
SEC. Executive officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of these reports furnished to each
of the funds and representations that no other reports were required to be
filed, each fund believes that during the past fiscal year its executive
16
officers, Trustees and 10% Shareholders complied with all applicable Section
16(a) filing requirements.
Other executive officers
In addition to Mr. Cogan and Mr. Hood, who serve as President and
Executive Vice President, respectively, of each fund, the following table
provides information with respect to the other executive officers of the funds.
Each executive officer is elected by the Board of Trustees and serves until his
or her successor is chosen and qualified or until his or her resignation or
removal by the Board. The business address of all officers of the funds is 60
State Street, Boston, Massachusetts 02109.
Name, age and position with each fund Principal occupation(s)
------------------------------------- --------------------------------------------------
Dorothy E. Bourassa (56) Secretary of PIM-USA; Senior Vice President -
Secretary Legal of Pioneer; and Secretary/Clerk of most
of PIM-USA's subsidiaries since October 2000;
Secretary of all of the Pioneer Funds since
September 8, 2003 (Assistant Secretary from
November 2000 to September 2003); Senior
Counsel, Assistant Vice President and Director of
Compliance of PIM-USA from April 1998 through
October 2000.
Christopher J. Kelley (40) Assistant Vice President and Senior Counsel of
Assistant Secretary Pioneer since July 2002; Vice President and
Senior Counsel of BISYS Fund Services, Inc.
(April 2001 to June 2002); Senior Vice President
and Deputy General Counsel of Funds Distributor,
Inc. (July 2000 to April 2001); and Assistant
Secretary of all of the Pioneer Funds since
September, 2003.
David C. Phelan (48) Partner, Wilmer Cutler Pickering Hale and Dorr
Assistant Secretary LLP; and Assistant Secretary of all of the Pioneer
Funds since September, 2003.
Vincent Nave (60) Vice President -- Fund Accounting, Administration
Treasurer and Custody Services of Pioneer; and Treasurer of
all of the Pioneer Funds (Assistant Treasurer from
June 1999 to November 2000).
17
Name, age and position with each fund Principal occupation(s)
------------------------------------- -------------------------------------------------
Mark E. Bradley (45) Deputy Treasurer of Pioneer since 2004; Treasurer
Assistant Treasurer and Senior Vice President, CDC IXIS Asset
Management Services from 2002 to 2003;
Assistant Treasurer and Vice President, MFS
Investment Management from 1997 to 2002; and
Assistant Treasurer of all of the Pioneer Funds
since November 2004
Luis I. Presutti (40) Assistant Vice President -- Fund Accounting,
Assistant Treasurer Administration and Custody Services of Pioneer;
and Assistant Treasurer of all of the Pioneer
Funds since November 2000.
Gary Sullivan (47) Fund Accounting Manager -- Fund Accounting,
Assistant Treasurer Administration and Custody Services of Pioneer;
and Assistant Treasurer of all of the Pioneer
Funds since May 2002.
Katherine Kim Sullivan (31) Fund Administration Manager -- Fund Accounting,
Assistant Treasurer Administration and Custody Services since June
2003; Assistant Vice President -- Mutual Fund
Operations of State Street Corporation from June
2002 to June 2003 (formerly Deutsche Bank
Asset Management); Pioneer Fund Accounting,
Administration and Custody Services (Fund
Accounting Manager from August 1999 to May
2002); and Assistant Treasurer of all of the
Pioneer Funds since September 8, 2003.
Martin J. Wolin (37) Chief Compliance Officer of Pioneer (Director of
Chief Compliance Officer Compliance and Senior Counsel from November
2000 to September 2004); Vice President and
Associate General Counsel of UAM Fund Services,
Inc. (mutual fund administration company) from
February 1998 to November 2000; and Chief
Compliance Officer of all of the Pioneer Funds.
18
Compensation of trustees and officers
The following table sets forth certain information with respect to the
compensation of each Trustee for each of Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust for the fiscal year ended March 31, 2005.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the boards of Trustees and (ii) attendance at meetings.
Each fund does not pay any salary or other compensation to its officers.
Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust:
Pension or Retirement Total Compensation
Aggregate Benefits Accrued as from the Fund and
Compensation Part of Fund Other Pioneer
Name of Trustee from Fund Expenses Funds(2)
-----------------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) ............ $ 500.00*
500.00** $0.00 $ 23,100.00
Osbert M. Hood(1) ................ 500.00*
500.00** 0.00 23,100.00
Independent Trustees:
David R. Bock(3) ................. 417.55*
357.64** 0.00 24,937.50
Mary K. Bush ..................... 2,102.54*
1,747.01** 0.00 104,000.00
Richard H. Egdahl, M.D.(4) ....... 1,622.47*
1,349.12** 0.00 99,750.00
Margaret B.W. Graham ............. 2,198.38*
1,808.80** 0.00 104,000.00
Marguerite A. Piret .............. 2,374.70*
1,943.85** 0.00 112,500.00
Stephen K. West .................. 1,944.18*
1,644.93** 0.00 99,750.00
John Winthrop .................... 2,053.98*
1,716.80** 0.00 99,750.00
----- -----------
Total ............................ $13,713.80*
$11,568.15** $0.00 $690,887.50
===== ===========
-------------
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) There are 81 U.S. registered investment portfolios in the Pioneer Family of
Funds.
(3) Mr. Bock became a Trustee of the fund on January 1, 2005.
(4) Dr. Egdahl retired as a Trustee of the fund on December 31, 2004.
* Aggregate compensation from Pioneer High Income Trust
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust
19
Pioneer Municipal High Income Trust:
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Municipal High Income Trust for the
fiscal year ended April 30, 2005. The amounts paid to the Trustees differ due
to (i) membership on or chairing certain committees of the boards of Trustees
and (ii) attendance at meetings. The fund does not pay any salary or other
compensation to its officers.
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as from the Fund and
Name of Trustee from Fund Part of Fund Expenses Other Pioneer Funds(2)
-------------------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) ............ $ 500.00 $0.00 $ 23,100.00
Osbert M. Hood(1) ................ 500.00 0.00 23,100.00
Independent Trustees:
David R. Bock(3) ................. 340.33 0.00 24,937.50
Mary K. Bush ..................... 1,640.26 0.00 104,000.00
Richard H. Egdahl, M.D.(4) ....... 1,266.64 0.00 99,750.00
Margaret B.W. Graham ............. 1,691.74 0.00 104,000.00
Marguerite A. Piret .............. 1,814.85 0.00 112,500.00
Stephen K. West .................. 1,555.18 0.00 99,750.00
John Winthrop .................... 1,615.48 0.00 99,750.00
---------- ----- -----------
Total ............................ $10,924.48 $0.00 $690,887.50
========== ===== ===========
-------------
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) There are 81 U.S. registered investment portfolios in the Pioneer Family of
Funds.
(3) Mr. Bock became a Trustee of the fund on January 1, 2005.
(4) Dr. Egdahl retired as a Trustee of the fund on December 31, 2004.
Pioneer Tax Advantaged Balanced Trust:
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Tax Advantaged Balanced Trust for the
fiscal year ended November 30, 2004. The amounts paid to the Trustees differ
due to (i) membership on or chairing certain committees of the boards of
Trustees and (ii) attendance at meetings. The fund does not pay any salary or
other compensation to its officers.
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as from the Fund and
Name of Trustee from Fund Part of Fund Expenses Other Pioneer Funds(2)
-------------------------------------------------------------------------------------------------
Interested Trustees:
John F. Cogan, Jr.(1) ............ $ 500.00 $0.00 $ 23,100.00
Osbert M. Hood(1) ................ 500.00 0.00 23,100.00
Independent Trustees:
David R. Bock(3) ................. N/A N/A N/A
Mary K. Bush ..................... 1,287.16 0.00 104,000.00
Richard H. Egdahl, M.D.(4) ....... 1,250.40 0.00 99,750.00
Margaret B.W. Graham ............. 1,349.46 0.00 104,000.00
20
Aggregate Pension or Retirement Total Compensation
Compensation Benefits Accrued as from the Fund and
Name of Trustee from Fund Part of Fund Expenses Other Pioneer Funds(2)
--------------------------------------------------------------------------------------------
Marguerite A. Piret ......... $1,352.73 $0.00 $112,500.00
Stephen K. West ............. 1,188.06 0.00 99,750.00
John Winthrop ............... 1,257.47 0.00 99,750.00
--------- ----- -----------
Total ....................... $8,685.28 $0.00 $665,950.00
========= ===== ===========
-------------
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) There are 81 U.S. registered investment portfolios in the Pioneer Family of
Funds.
(3) Mr. Bock became a Trustee of the fund on January 1, 2005.
(4) Dr. Egdahl retired as a Trustee of the fund on December 31, 2004.
Investment adviser and administrator
Pioneer, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser and administrator to each
fund.
The Trustees may, but generally do not, attend shareholder meetings. No
trustees attended the 2004 annual shareholder meeting.
Required vote
In accordance with each fund's agreement and declaration of trust, the
holders of Common Shares and Preferred Shares of each fund will vote on the
respective nominees designated to be elected by such class of shares. Ms.
Graham, Mr. Hood and Mr. Winthrop are the current nominees for election for
each fund, each by the holders of Common and Preferred Shares. The affirmative
vote of a plurality of the Common and Preferred Shares for each fund present at
the meeting in person or by proxy, voting together as a single class, is
required to elect such nominee for Trustee designated to be elected by the
Common and Preferred Shares. This means that the three nominees receiving the
greatest number of votes will be elected as Class II Trustees to the Board of
Pioneer Municipal High Income Trust and Pioneer Municipal High Income Advantage
Trust, Class III Trustees to the Board of Pioneer High Income Trust and Class I
Trustees to the Board of Pioneer Tax Advantaged Balanced Trust.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote in favor of each of the nominees.
21
AUDITOR INFORMATION
Audit fees
The aggregate fees billed for professional services rendered by Ernst &
Young LLP for its audit of each fund's annual financial statements and fees
related to consents and comfort letters for the two most recent fiscal years
contained in the annual reports filed by each fund for such years were as
follows:
For the fiscal year For the fiscal year
ended 3/31/2005 ended 3/31/2004
------------------------------------------------------------------------------------------------------
Pioneer High Income Trust ............................. $20,800 $44,500
Pioneer Municipal High Income Advantage Trust ......... $22,900 $59,000
For the fiscal year For the fiscal year
ended 4/30/2005 ended 4/30/2004
------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust ................... $22,900 $59,000
For the fiscal year For the fiscal year
ended 11/30/2004 ended 11/30/2003
------------------------------------------------------------------------------------------------------
Pioneer Tax Advantaged Balanced Trust ................. $80,500 n/a
Audit-related fees
The following are aggregate fees billed for assurance and related services
by Ernst & Young LLP to each fund that are related to the review of each fund's
semi-annual financial statements and agreed upon procedures related to the
ratings of each fund's Preferred Shares for the two most recent fiscal years.
All of these services were approved by the Audit Committee of each fund
pursuant to Regulation S-X.
For the fiscal year For the fiscal year
ended 3/31/2005 ended 3/31/2004
------------------------------------------------------------------------------------------------------
Pioneer High Income Trust ............................. $8,000 $17,500
Pioneer Municipal High Income Advantage Trust ......... $8,000 $12,500
For the fiscal year For the fiscal year
ended 4/30/2005 ended 4/30/2004
------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust ................... $8,000 $22,500
For the fiscal year For the fiscal year
ended 11/30/2004 ended 11/30/2003
------------------------------------------------------------------------------------------------------
Pioneer Tax Advantaged Balanced Trust ................. $13,000 n/a
Tax fees
The aggregate fees billed for professional services, primarily for tax
returns, rendered by Ernst & Young LLP for tax compliance, tax advice and tax
planning to each fund for the two most recent fiscal years were as follows. All
of these services were approved by the Audit Committee of each fund pursuant to
Regulation S-X.
22
For the fiscal year For the fiscal year
ended 3/31/2005 ended 3/31/2004
------------------------------------------------------------------------------------------------------
Pioneer High Income Trust ............................. $6,000 $3,600
Pioneer Municipal High Income Advantage Trust ......... $6,000 $3,600
For the fiscal year For the fiscal year
ended 4/30/2005 ended 4/30/2004
------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust ................... $6,000 $3,600
For the fiscal year For the fiscal year
ended 11/30/2004 ended 11/30/2003
------------------------------------------------------------------------------------------------------
Pioneer Tax Advantaged Balanced Trust ................. $6,000 n/a
All other fees
There were no fees billed for other services rendered by Ernst & Young LLP
to the funds.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
Beginning with non-audit service contracts entered into on or after May 6,
2003, the effective date of the new SEC pre-approval rules, each fund's audit
committee is required to pre-approve services to affiliates as 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. Affiliates include the
fund's investment adviser and any entity controlling, controlled by, or under
common control with the adviser that provides ongoing services to the fund
(hereinafter referred to as "affiliates" of the fund). For the years ended
December 31, 2004 and 2003, for each of the funds, there were no services
provided to an affiliate that required the fund's audit committee pre-approval.
General Audit Committee Approval Policy
o For all projects, the officers of the funds and the funds' independent
registered public accounting firm will each make an assessment to determine
that any proposed projects will not impair independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing
the services by service category, including fees, provided by the
independent registered public accounting firm as set forth in the above
policy.
Aggregate Non-Audit Fees
The aggregate non-audit fees for each fund and its affiliates as
previously defined, were as follows. These fees include services provided prior
to May 6, 2003, the effective date of the pre-approval process.
23
For the fiscal year For the fiscal year
ended 3/31/2005 ended 3/31/2004
------------------------------------------------------------------------------------------------------
Pioneer High Income Trust ............................. $15,100 $25,100
Pioneer Municipal High Income Advantage Trust ......... $15,100 $20,100
For the fiscal year For the fiscal year
ended 4/30/2005 ended 4/30/2004
------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust ................... $15,100 $26,100
For the fiscal year For the fiscal year
ended 11/30/2004 ended 11/30/2003
------------------------------------------------------------------------------------------------------
Pioneer Tax Advantaged Balanced Trust ................. $19,000 n/a
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to each
fund and its affiliates is compatible with maintaining Ernst & Young LLP's
independence in performing audit services.
Representatives of Ernst & Young LLP will be available at the shareholder
meeting (either in person or via telephone), will have the opportunity to make
a statement should they desire to do so, and will be available to answer
questions.
INFORMATION CONCERNING THE MEETING
Outstanding shares and quorum
As of the record date, the following common and preferred shares of
beneficial interest were outstanding for each fund:
Common shares Preferred shares
------------------------------------------------------------------------------------------------------
Pioneer High Income Trust ............................. 26,823,948.000 2,020 Series M
2,020 Series W
2,000 Series TH
Pioneer Municipal High Income Advantage Trust ......... 22,698,047.000 3,000 Series A
3,000 Series B
Pioneer Municipal High Income Trust ................... 22,120,893.000 2,000 Series A
2,040 Series B
Pioneer Tax Advantaged Balanced Trust ................. 28,706,981.000 2,350 Series T7
2,350 Series F7
2,350 Series TH28
Only shareholders of record as of the record date are entitled to notice
of and to vote at the meeting. The holders of one-third of the outstanding
shares of each series or class of each fund or one third of the outstanding
shares of each fund, entitled to vote in person or by proxy, shall be a quorum
for the transaction of business with respect to such class or classes for each
fund, respectively.
Ownership of shares of the funds
To the knowledge of each fund, as of the record date, the following
persons owned of record or beneficially 5% or more of a class of the
outstanding shares of each fund:
24
Pioneer High Income Trust:
Record Holder Share Class Number of Shares % of Class
------------------------------------------------------------------------------------
Cede & Co. Common 26,745,172 99.71
Box 20
Bowling Green Station
New York, NY 10004
------------------------------------------------------------------------------------
UBS Financial Services, Inc. Series M 379 18.76
Newport Center 3
499 Washington Blvd., 15th Floor
Jersey City, NJ 07310-1995
------------------------------------------------------------------------------------
Series TH 196 9.80
------------------------------------------------------------------------------------
Series W 241 11.93
------------------------------------------------------------------------------------
CSFB Direct Series M 355 17.57
Harborside Financial Center
501 Plaza II
Jersey City, NJ 07311-0000
------------------------------------------------------------------------------------
Morgan Stanley Dean Witter Inc. Series M 326 16.14
Harborside Financial Center
34 Exchange Place Plaza 2,
2nd Floor
Jersey City, NJ 07311
------------------------------------------------------------------------------------
Series TH 269 13.45
------------------------------------------------------------------------------------
Deutsche Bank Securities Series M 273 13.51
60 Wall Street
New York, NY 10005
------------------------------------------------------------------------------------
Series TH 105 5.25
------------------------------------------------------------------------------------
Series W 404 20.00
------------------------------------------------------------------------------------
Merrill Lynch Series M 270 13.37
4804 Deer Lake Drive East
4th Floor
Jacksonville, FL 32232-5286
------------------------------------------------------------------------------------
Series TH 574 28.70
------------------------------------------------------------------------------------
Series W 194 9.60
------------------------------------------------------------------------------------
Citigroup Global Markets, Inc. Series M 177 8.76
333 West 34th Street 3rd Floor
New York, NY 10001-2402
------------------------------------------------------------------------------------
CIBC World Markets Series TH 460 23.00
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, NY 10281-0000
------------------------------------------------------------------------------------
Series W 912 45.15
------------------------------------------------------------------------------------
25
Record Holder Share Class Number of Shares % of Class
-----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series TH 144 7.20
125 Broad Street
16th Floor
New York, NY 10004-2464
-----------------------------------------------------------------------------------------
Jeffries & Company Inc. Series TH 180 9.00
Harborside Financial Center
Plaza III, Suite 705
Jersey City, NJ 07311-0000
-----------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust:
Record Holder Share Class Number of Shares % of Class
-----------------------------------------------------------------------------------------
Cede & Co. Common 22,000,837 99.46
Box 20
Bowling Green Station
New York, NY 10004
-----------------------------------------------------------------------------------------
UBS Financial Services, Inc. Series A 1,123 56.15
Newport Center 3
499 Washington Blvd., 15th Floor
Jersey City, NJ 07310-1995
-----------------------------------------------------------------------------------------
Series B 966 47.35
-----------------------------------------------------------------------------------------
Merrill Lynch Series A 554 27.70
4804 Deer Lake Drive East, 4th Floor
Jacksonville, FL 32232-5286
-----------------------------------------------------------------------------------------
Series B 162 7.94
-----------------------------------------------------------------------------------------
Wachovia Securities Series A 168 8.40
Loretta Pemberton
901 East Yird St
Richmond, VA 23219
-----------------------------------------------------------------------------------------
Series B 185 9.07
-----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series B 542 26.57
125 Broad Street 16th Floor
New York, NY 10004-2464
-----------------------------------------------------------------------------------------
Pioneer Municipal High Income Advantage Trust:
Record Holder Share Class Number of Shares % of Class
-----------------------------------------------------------------------------------------
Cede & Co. Common 22,571,261 99.44
Box 20
Bowling Green Station
New York, NY 10004
-----------------------------------------------------------------------------------------
UBS Financial Services, Inc. Series A 1,578 52.60
Newport Center 3
499 Washington Blvd., 15th Floor
Jersey City, NJ 07310-1995
-----------------------------------------------------------------------------------------
Series B 1,238 41.27
-----------------------------------------------------------------------------------------
26
Record Holder Share Class Number of Shares % of Class
-----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series A 518 17.27
125 Broad Street, 16th Floor
New York, NY 10004-2464
-----------------------------------------------------------------------------------------
Series B 523 17.43
-----------------------------------------------------------------------------------------
Merrill Lynch Series A 366 12.20
4804 Deer Lake Drive East, 4th Floor
Jacksonville, FL 32232-5286
-----------------------------------------------------------------------------------------
Series B 617 20.57
-----------------------------------------------------------------------------------------
Morgan Keegan Series A 219 7.30
50 North Front Street
Memphis, TN 38103-2126
-----------------------------------------------------------------------------------------
Wachovia Securities Series A 185 6.17
Loretta Pemberton
901 East Yird St
Richmond, VA 23219
-----------------------------------------------------------------------------------------
Series B 282 9.40
-----------------------------------------------------------------------------------------
Morgan Stanley Dean Witter Inc. Series B 167 5.57
Harborside Financial Center
34 Exchange Place Plaza 2, 2nd Floor
Jersey City, NJ 07311
-----------------------------------------------------------------------------------------
Jeffries & Company Inc. Series B 173 5.77
Harborside Financial Center
Plaza III, Suite 705
Jersey City, NJ 07311-0000
-----------------------------------------------------------------------------------------
Pioneer Tax Advantaged Balanced Trust:
Record Holder Share Class Number of Shares % of Class
-----------------------------------------------------------------------------------------
Cede & Co. Common 28,688,345 99.94
Box 20
Bowling Green Station
New York, NY 10004
-----------------------------------------------------------------------------------------
Merrill Lynch Series F 1,930 82.13
4804 Deer Lake Drive East, 4th Floor
Jacksonville, FL 32232-5286
-----------------------------------------------------------------------------------------
Series H 1,746 74.30
-----------------------------------------------------------------------------------------
Series T 1,294 55.06
-----------------------------------------------------------------------------------------
Citigroup Global Markets, Inc. Series F 355 15.11
333 West 34th Street, 3rd Floor
New York, NY 10001-2402
-----------------------------------------------------------------------------------------
Series H 166 7.06
-----------------------------------------------------------------------------------------
Series T 504 21.45
-----------------------------------------------------------------------------------------
27
Record Holder Share Class Number of Shares % of Class
-----------------------------------------------------------------------------------------
Oppenheimer/Fahnestock Series T 172 7.32
125 Broad Street, 16th Floor
New York, NY 10004-2464
-----------------------------------------------------------------------------------------
Deutsche Bank Securities Series H 434 18.47
60 Wall Street
New York, NY 10005
-----------------------------------------------------------------------------------------
Series T 380 16.17
-----------------------------------------------------------------------------------------
Shareholder proposals
If you wish to include a proposal in your fund's proxy statement for the
2006 annual meeting, your proposal must be received by the Secretary of the
fund at the fund's principal offices at 60 State Street, Boston Massachusetts
02109 on or before April 11, 2006. A proposal that is not to be included in the
fund's proxy statement may only be made at the 2006 annual meeting if it is
received by the Secretary of the fund at the fund's principal offices at 60
State Street, Boston Massachusetts 02109 not more than 120 days and at least 90
days before the anniversary date of the mailing of the fund's proxy materials
for this year's annual meeting provided, however, that in the event that the
date of the mailing of the notice for the 2006 annual meeting is advanced or
delayed by more than thirty (30) days from the anniversary date of the mailing
of the notice for this year's annual meeting, notice by a shareholder to be
timely must be so delivered not earlier than the close of business on the 120th
day prior to the date of mailing of the notice for the 2006 annual meeting and
not later than the close of business on the later of the 90th day prior to the
date of mailing of the notice for the 2006 annual meeting or the 10th day
following the day on which public announcement of the date of mailing of the
notice for the 2006 meeting is first made by the fund.
The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each fund currently
expects to hold the next annual shareholders' meeting on or about August 15,
2006, which date is subject to change. Shareholder proposals are subject to
certain regulations under the federal securities laws.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone has the power to
revoke that proxy at any time prior to its exercise by executing a superseding
proxy or by submitting a notice of revocation to the secretary of the fund. In
addition, although mere attendance at the meeting will not revoke a proxy, a
shareholder present at the meeting may withdraw his or her proxy and vote in
person. All properly executed and unrevoked proxies received in time for the
meeting will be voted in accordance with the instructions contained in the
proxies. If no instruction is given, the persons named as proxies will vote the
shares represented thereby in favor of the nominees in Proposal No. 1, as
described above, and will use their best judgment in connection with the
transaction of such other business as may properly come before the meeting or
any adjournment thereof.
28
For each fund, one-third of the outstanding shares of each series or
class, or one-third of the outstanding shares of the Trust, entitled to vote,
present in person or represented by proxy, constitutes a quorum for the
transaction of business at the meeting with respect to such series or class, or
with respect to the entire fund, respectively. In the event that at the time
any session of the meeting is called to order a quorum is not present in person
or by proxy, the persons named as proxies may vote those proxies that have been
received to adjourn the shareholder meeting to a later date. In the event that
a quorum is present but sufficient votes in favor of the proposal have not been
received, the persons named as proxies may propose one or more adjournments of
the shareholder meeting to permit further solicitation of proxies with respect
to such proposal. Any such adjournment will require the affirmative vote of
more than one half of the shares of the fund present in person or by proxy at
the session of the meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of any such
proposal in favor of such an adjournment and will vote those proxies required
to be voted against any such proposal against any such adjournment. A
shareholder vote may be taken on one or more of the proposals in the proxy
statement prior to such adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate. Such vote will be considered
final regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal.
Shares of the fund represented in person or by proxy, including shares
that abstain or do not vote with respect to a proposal, will be counted for
purposes of determining whether there is a quorum at the meeting. However, an
abstention from voting has the same effect as a vote against a proposal.
Similarly, if a broker or nominee holding shares in "street name" indicates on
the proxy card that it does not have discretionary authority to vote on a
proposal and has not received instructions from the beneficial owner, those
shares will not be considered present and entitled to vote on that proposal.
Thus, a "broker non-vote" has no effect on the voting.
Other business
While the meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to present
are those matters stated in the attached notice of annual meeting of
shareholders. However, if any additional matters properly come before the
meeting, and on all matters incidental to the conduct of the meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.
Method of solicitation and expenses
The cost of preparing, assembling and mailing this proxy statement and the
attached notice of annual meeting of shareholders and the accompanying proxy
card for each fund will be borne by that fund. In addition to soliciting
proxies by mail, Pioneer may, at the fund's expense, have one or more of the
fund's officers, representatives or compensated third-party agents, including
Pioneer, PIMSS and PFD, aid in the solicitation of proxies by personal
interview or telephone and telegraph and may request brokerage houses and other
custodians, nominees and fiduciaries to forward proxy soliciting material to
the beneficial owners of the shares held of record by such persons.
29
Each fund may also arrange to have votes recorded by telephone, the
internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in accordance
with their instructions and to confirm that their instructions have been
properly recorded. If these procedures were subject to a successful legal
challenge, such votes would not be counted at the shareholder meeting. Each
fund is unaware of any such challenge at this time. In the case of telephone
voting, shareholders would be called at the phone number the sub-transfer
agent, Mellon Investor Services LLC, has in its records for their accounts, and
would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to authorize
proxies to vote their shares at the meeting in accordance with their
instructions. In the case of automated telephone and internet voting,
shareholders would be required to provide their Social Security number or other
identifying information and would receive a confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by Pioneer, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
(July 11, 2005)
30
Appendix A -- Audit Committee Charter
EXCHANGE LISTED PIONEER FUNDS
Audit Committee Charter
This Audit Committee Charter is applicable to each of the Pioneer Funds
that are listed on the New York Stock Exchange ("NYSE").
Italicized terms used in this Charter are defined in Annex A.
Membership. The Audit Committee shall be composed exclusively of Trustees
("Independent Trustees") who are not "interested persons" as defined in the
Investment Company Act of 1940, as amended, of Pioneer Investment Management,
Inc ("Pioneer"). The Audit Committee shall include at least three Independent
Trustees who are designated for membership from time to time by the Board of
Trustees. In selecting Independent Trustees to serve on the Audit Committee,
the Board of Trustees shall select members who are free of any relationship
that, in the opinion of the Board of Trustees, may interfere, or give the
appearance of interfering, with such member's individual exercise of
independent judgment. Unless otherwise determined by the Board, no member of
the Audit Committee may serve on the audit committee of more than two other
public companies (other than another Pioneer Fund). Except as otherwise
permitted by the applicable rules of the New York Stock Exchange, each member
of the Audit Committee shall be independent. Each member of the Audit Committee
must be financially literate, as such qualification is interpreted by the Board
of Trustees in its business judgment. At least one member of the Audit
Committee shall be an Audit Committee Financial Expert.
Function. The Audit Committee's purpose is to:
o assist the Board of Trustee's oversight of (1) the integrity of the
Pioneer Funds' financial statements, (2) the Pioneer Funds' compliance
with legal and regulatory requirements that relates to the Funds'
accounting and financial reporting, internal financial controls and
independent audit (except to the extent such responsibility is
delegated to another committee of the Board of Trustees), (3) the
independent auditor's qualifications and independence, and (4) the
performance of the Pioneer Funds' internal audit function and
independent accountants; and
o prepare an Audit Committee Report to the extent required by the
Securities and Exchange Commission ("SEC") to be included in a Pioneer
Funds' annual proxy statement or other filing.
The Audit Committee shall discharge its responsibilities, and shall access
the information provided by the Pioneer Funds' officers, Pioneer and
independent auditors, in accordance with its business judgment.
Oversight Role. Oversight is the primary role of the Audit Committee.
Pioneer (or in the case of certain Pioneer Funds, Princeton Administrators LLC)
is responsible for maintaining appropriate systems for accounting and internal
controls and preparing the Pioneer Funds' financial statements. The independent
auditors are responsible for auditing
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the Pioneer Funds' financial statements and, to the extent directed by the
Audit Committee, for reviewing the Pioneer Funds' unaudited interim financial
statements. The Audit Committee and the Board of Trustees recognize that the
Funds' officers, Pioneer and the independent auditors have more experience,
expertise, resources and time, and more detailed knowledge and information
regarding the Pioneer Funds' accounting, auditing, internal control and
financial reporting practices than the Audit Committee does. Accordingly, the
Audit Committee's oversight role is not intended to provide any expert or
special assurance as to the financial statements and other financial
information provided by a Pioneer Fund to its shareholders and others. The
authority and responsibilities set forth in this Charter do not reflect or
create any duty or obligation of the Audit Committee to plan or conduct any
audit, to determine or certify that any Pioneer Fund's financial statements are
complete, accurate, fairly presented, or in accordance with generally accepted
accounting principles or applicable law, or to guarantee any independent
auditor's report.
The independent auditors shall report directly to the Audit Committee, and
the Audit Committee shall be directly responsible for oversight of the work of
the independent auditors, including resolution of disagreements between any
Pioneer Fund's officer, Pioneer and the independent auditors regarding
financial reporting.
Specific Responsibilities. The specific responsibilities of the Audit
Committee are:
1. To act as a liaison between the Pioneer Funds' independent auditors
and the Board of Trustees of the Pioneer Funds.
2. To approve, and in addition recommend to the Board of Trustees for its
ratification and approval in accord with applicable law, the
selection, appointment, retention and compensation of an independent
auditor for each Pioneer Fund prior to the engagement of such
independent auditor. The Audit Committee should meet with the
independent auditor prior to the audit to discuss the planning and
staffing of the audit.
3. To meet with independent auditors, including private meetings, and, as
necessary, Pioneer's internal auditors and the Funds' officers (i) to
review the arrangements for and scope of the annual audit and any
special audits; (ii) to discuss the form and substance of the Pioneer
Funds' financial statements and reports, and any matters of concern
relating to the Pioneer Funds' financial statements, including any
adjustments to such statements recommended by the independent
accountants, or other results of an audit; (iii) to consider the
independent accountants' comments with respect to the Pioneer Funds'
financial policies, procedures and internal accounting controls and
management's responses thereto; (iv) to discuss the Funds' policies
with respect to risk assessment and risk management; (v) to review the
resolution of any disagreements between the independent auditors and
Pioneer regarding the Pioneer Funds' financial reporting; and (vi) to
review the form of opinion the independent accountants propose to
render to the Board of Trustees and shareholders.
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4. Together with the Independent Trustees Committee, to review and assess
the renewal materials of all related party contracts and agreements,
including management advisory agreements, underwriting contracts,
administration agreements, distribution contracts, and transfer agency
contracts.
5. To monitor the independent auditor of each Pioneer Fund to attempt to
identify: conflicts of interest between the Pioneer Funds and the
independent auditor as a result of employment relationships; the
provision of prohibited non-audit services to a Pioneer Fund by its
independent auditor; violations of audit partner rotation
requirements; and prohibited independent auditor compensation
arrangements whereby individuals employed by the auditor are
compensated based on selling non-audit services to the fund. The
independent auditors should promptly contact the Audit Committee or
its Chair about any significant issue or disagreement concerning a
fund's accounting practices or financial statements that is not
resolved to their satisfaction or if Section 10A(b) of the Exchange
Act has been implicated.
6. To ensure that the independent auditors inform the Audit Committee on
a periodic basis of all relationships between the auditors and
Pioneer; to engage in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors; and to
recommend that the Board of Trustees take appropriate action in
response to the independent auditors' report to satisfy itself of the
independent auditors' independence.
7. To pre-approve all audit and non-audit services provided to each
Pioneer Fund by its independent auditor, directly or pursuant to the
pre-approval polices attached hereto as Annex B. To pre-approve,
directly or pursuant to the pre-approval polices attached hereto as
Annex B, all non-audit services provided by the Pioneer Fund's
independent auditor to Pioneer and any entity controlling, controlled
by, or under common control with Pioneer that provides ongoing
services to a Pioneer Fund, if the engagement relates directly to the
operations and financial reporting of the Pioneer Fund. The Audit
Committee is authorized to further delegate, to the extent permitted
by law, pre-approval responsibilities to one or more members of the
Audit Committee who shall report to the Audit Committee regarding
approved services at the Audit Committee's next regularly scheduled
meeting.
8. With respect to any Pioneer Fund listed on the NYSE, to consider
whether the Audit Committee will recommend to the Board of Trustees
that the audited financial statements be included in the Fund's annual
report. The Board of Trustees delegates to the Audit Committee the
authority to release the Funds' financial statements for publication
in the annual report, subject to the Board of Trustees' right to
review and ratify such financial statements following publication. The
Audit Committee shall prepare an annual committee report for inclusion
where necessary in the proxy statement of a Fund relating to its
annual meeting of security holders or in any other filing required by
the SEC's rules.
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9. To obtain and review, at least annually, a report by the independent
auditor describing: the independent accounting firm's internal
quality-control procedures; any material issues raised by the most
recent internal quality-control review, or peer review, of the firm,
or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps taken to
deal with any such issues; and, to assess the auditor's independence,
all relationships between the independent auditor and each Fund,
including the disclosures required by any applicable Independence
Standards Board Standard No. 1.
10. To review and discuss the annual audited financial statements and
semi-annual financial statements of any Pioneer Fund listed on the
NYSE with management and the independent auditor, including reviewing
any such Fund's specific disclosures under "Portfolio Manager's
Discussion."
11. To review with the independent auditor any problems that may be
reported to the Audit Committee arising out of a Fund's accounting,
auditing or financial reporting functions and management's response,
and to receive and consider reports on critical accounting policies
and practices and alternative treatments discussed with management.
12. To investigate improprieties or suspected improprieties in the
operations of a Pioneer Fund. To establish and monitor, or cause to be
established and monitored, procedures for the receipt, retention, and
treatment of complaints received by a Pioneer Fund regarding
accounting, internal accounting controls, or auditing matters, and the
confidential, anonymous submission by employees of Pioneer, Princeton
Administrators LLC or any other provider of accounting related
services for a listed fund, as well as employees of the fund regarding
questionable accounting or auditing matters, as and when required by
applicable rules or listing requirements. The procedures currently in
effect are attached as Annex C.
13. To review with the Pioneer Funds' principal executive officer and/or
principal financial officer required certifications on Form N-CSR and
certifications required by Section 303A.12 of the NYSE Listed Company
Manual.
14. To report regularly to the Board of Trustees, including the Audit
Committee's conclusions with respect to the independent auditor and
the funds' financial statements and accounting controls.
Governance. Members of the Audit Committee shall elect from among
themselves a Chair, who shall preside over meetings of the Audit Committee.
Replacements for vacancies, occurring from time to time, shall be nominated and
elected by the Board of Trustees. The Audit Committee shall meet on a regular
basis and is empowered to hold special meetings, as circumstances require.
Meetings of the Audit Committee shall be open to all members of the Board who
are Independent Trustees of the Funds; however, no member of the Board of
Trustees other than a member of the Audit Committee shall
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have the right to vote on any matter brought before the Audit Committee. The
Chair shall determine whether Trustees who are affiliated with Pioneer, or
members of the Funds' management may be present at any meeting. The Audit
Committee shall meet regularly with the Treasurer of the Funds. The Audit
Committee shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain special counsel and other
experts or consultants at the expense of the appropriate Funds.
The designation of a person as an Audit Committee Financial Expert within
the meaning of the rules under Section 407 of the Sarbanes-Oxley Act of 2002
shall not impose any greater responsibility or liability on that person than
the responsibility and liability imposed on such person as a member of the
Audit Committee, nor shall it decrease the duties and obligations of other
Audit Committee members or the Board of Trustees. The compensation of Audit
Committee members shall be as determined by the Independent Trustees. No member
of the Audit Committee may receive, directly or indirectly, any consulting,
advisory or other compensatory fee from a Pioneer Fund, other than fees paid in
his or her capacity as a member of the Board of Trustees or a committee of the
Board.
Review. The Committee shall review this charter at least annually and
shall recommend such changes to the Board of Trustees, as it deems desirable.
This Charter may only be amended by the Board of Trustees. At least annually,
the Audit Committee shall evaluate its own performance, including whether the
Audit Committee is meeting frequently enough to discharge its responsibilities
appropriately.
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Annex A--Certain Defined Terms
Audit Committee Financial Expert means a person who has the following
attributes:
(i) An understanding of generally accepted accounting
principles and financial statements;
(ii) The ability to assess the general application of such
principles in connection with the accounting for estimates,
accruals and reserves;
(iii) Experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of
complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the small business
issuer's financial statements, or experience actively
supervising one or more persons engaged in such activities;
(iv) An understanding of internal controls and procedures for
financial reporting; and
(v) An understanding of audit committee functions.
An Audit Committee Financial Expert must have acquired such
attributes through:
(i) Education and experience as a principal financial officer,
principal accounting officer, controller, public accountant
or auditor or experience in one or more positions that
involve the performance of similar functions;
(ii) Experience actively supervising a principal financial
officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions;
(iii) Experience overseeing or assessing the performance of
companies or public accountants with respect to the
preparation, auditing or evaluation of financial
statements; or
(iv) Other relevant experience.
Independent as used in this Charter means a person who is Independent as
defined in both Section 303A of the NYSE Listed Company Manual and Rule
10A-3(b)(1).
Section 303A
2. In order to tighten the definition of "independent
director" for purposes of these standards:
(a) No director qualifies as "independent" unless the
board of directors affirmatively determines that the
director has no material relationship with the
listed company (either directly or as a partner,
shareholder of officer of an organization that has a
relationship with the company). Companies must
identify which directors are independent and
disclose the basis for that determination.
(b) In addition, a director is not independent if:
A-6
(i) The director is, or has been within the last
three years, an employee of the listed
company, or an immediate family member is, or
has been within the last three years, an
executive officer,(1) of the listed company.
(ii) The director has received, or has an
immediate family member who has received,
during any twelve-month period within the
last three years, more than $100,000 in
direct compensation from the listed company,
other than director and committee fees and
pension or other forms of deferred
compensation for prior service (provided such
compensation is not contingent in any way on
continued service).
(iii) (A) The director or an immediate family
member is a current partner of a firm that is
the company's internal or external auditor;
(B) the director is a current employee of
such a firm; (C) the director has an
immediate family member who is a current
employee of such a firm and who participates
in the firm's audit, assurance or tax
compliance (but not tax planning) practice;
or (D) the director or an immediate family
member was within the last three years (but
is no longer) a partner or employee of such a
firm and personally worked on the listed
company's audit within that time.
(iv) The director or an immediate family member
is, or has been within the last three years,
employed as an executive officer of another
company where any of the listed company's
present executive officers at the same time
serves or served on that company's
compensation committee.
Rule 10A-3(b)(1).
(1) Independence.
(i) Each member of the audit committee must be a member
of the board of directors of the listed issuer, and
must otherwise be independent; provided that, where
a listed issuer is one of two dual holding
companies, those companies may designate one audit
committee for both companies so long as each member
of the audit committee is a member of the board of
directors of at least one of such dual holding
companies.
(ii) Independence requirements for non-investment company
issuers. In order to be considered to be independent
for purposes of this
----------------
(1) For purposes of Section 303A, the term "executive officer" has the same
meaning specified for the term "officer" in Rule 16a-1(f) under the
Securities Exchange Act of 1934
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paragraph (b)(1), a member of an audit committee of
a listed issuer that is not an investment company
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:
(A) Accept directly or indirectly any consulting,
advisory, or other compensatory fee from the
issuer or any subsidiary thereof, provided
that, unless the rules of the national
securities exchange or national securities
association provide otherwise, compensatory
fees do not include the receipt of fixed
amounts of compensation under a retirement
plan (including deferred compensation) for
prior service with the listed issuer
(provided that such compensation is not
contingent in any way on continued service);
or
(B) Be an affiliated person of the issuer or any
subsidiary thereof.
(iii) Independence requirements for investment company
issuers. In order to be considered to be independent
for purposes of this paragraph (b)(1), a member of
an audit committee of a listed issuer that is an
investment company 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:
(A) Accept directly or indirectly any consulting,
advisory, or other compensatory fee from the
issuer or any subsidiary thereof, provided
that, unless the rules of the national
securities exchange or national securities
association provide otherwise, compensatory
fees do not include the receipt of fixed
amounts of compensation under a retirement
plan (including deferred compensation) for
prior service with the listed issuer
(provided that such compensation is not
contingent in any way on continued service);
or
(B) Be an "interested person" of the issuer as
defined in section 2(a)(19) of the Investment
Company Act of 1940 (15 U.S.C. 80a-2(a)(19)).
(iv) Exemptions from the independence requirements.
(A) For an issuer listing securities pursuant to
a registration statement under section 12 of
the Act (15 U.S.C. 78l), or for an issuer
that has a registration statement under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.) covering an initial public offering of
securities to be listed by the issuer, where
in each case the listed issuer was not,
immediately prior to the effective date of
such registration statement, required to file
reports with the
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Commission pursuant to section 13(a) or
15(d) of the Act (15 U.S.C. 78m(a) or
78o(d)):
(1) All but one of the members of the
listed issuer's audit committee may be
exempt from the independence
requirements of paragraph (b)(1)(ii)
of this section for 90 days from
the date of effectiveness of such
registration statement; and
(2) A minority of the members of the
listed issuer's audit committee may be
exempt from the independence
requirements of paragraph (b)(1)(ii)
of this section for one year from
the date of effectiveness of such
registration statement.
(B) An audit committee member that sits on the
board of directors of a listed issuer and an
affiliate of the listed issuer is exempt from
the requirements of paragraph (b)(1)(ii)(B)
of this section if the member, except for
being a director on each such board of
directors, otherwise meets the independence
requirements of paragraph (b)(1)(ii) of this
section for each such entity, including the
receipt of only ordinary-course compensation
for serving as a member of the board of
directors, audit committee or any other board
committee of each such entity.
(C) An employee of a foreign private issuer who
is not an executive officer of the foreign
private issuer is exempt from the
requirements of paragraph (b)(1)(ii) of this
section if the employee is elected or named
to the board of directors or audit committee
of the foreign private issuer pursuant to the
issuer's governing law or documents, an
employee collective bargaining or similar
agreement or other home country legal or
listing requirements.
(D) An audit committee member of a foreign
private issuer may be exempt from the
requirements of paragraph (b)(1)(ii)(B) of
this section if that member meets the
following requirements:
(1) The member is an affiliate of the
foreign private issuer or a
representative of such an affiliate;
(2) The member has only observer status
on, and is not a voting member or the
chair of, the audit committee; and
(3) Neither the member nor the affiliate
is an executive officer of the foreign
private issuer.
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(E) An audit committee member of a foreign
private issuer may be exempt from the
requirements of paragraph (b)(1)(ii)(B) of
this section if that member meets the
following requirements:
(1) The member is a representative or
designee of a foreign government or
foreign governmental entity that is an
affiliate of the foreign private
issuer; and
(2) The member is not an executive officer
of the foreign private issuer.
(F) In addition to paragraphs (b)(1)(iv)(A)
through (E) of this section, the Commission
may exempt from the requirements of
paragraphs (b)(1)(ii) or (b)(1)(iii) of this
section a particular relationship with
respect to audit committee members, as the
Commission determines appropriate in light of
the circumstances.
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Pioneer Funds
Annex B -- Approval of Audit, Audit-Related, Tax and Other Services
Provided by the Independent Auditor
Section I -- Policy Purpose and Applicability
The Pioneer Funds recognizes the importance of maintaining the
independence of their outside auditors. Maintaining independence is a shared
responsibility involving Pioneer Investment Management, Inc ("PIM"), the audit
committee and the independent auditors.
The Funds recognizes 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 these 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.
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Section II -- Policy
A. Service Service Category (b) Specific Pre-Approved Audit Committee Audit Committee
Category Description Service Subcategories Approval Policy Reporting Policy
------------------------------------------------------------------------------------------------------------------------------------
I. Audit Services Services that are directly o Accounting research "One-time" pre-approval A summary of
related to performing the assistance for the audit period for all such services
independent audit of the all pre-approved specific and related fees
Funds o SEC consultation, registration service subcategories. reported at each
statements, and reporting Approval of the regularly scheduled
independent auditors as Audit Committee
o Tax accrual related matters auditors for a Fund shall meeting.
constitute pre approval for
o Implementation of new these services.
accounting standards
o Compliance letters (e.g.
rating agency letters)
o Regulatory reviews and
interpretive assistance
regarding financial matters
o Semi-annual reviews (if
requested)
o Comfort letters for closed
end offerings
o AICPA attest and agreed-upon
procedures
o Technology control
assessments
o Financial reporting control
assessments
o Enterprise security
architecture assessment
------------------------------------------------------------------------------------------------------------------------------------
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Section III -- Policy, continued
B. Service Service Category (c) Specific Pre-Approved Audit Committee Audit Committee
Category Description Service Subcategories Approval Policy Reporting Policy
------------------------------------------------------------------------------------------------------------------------------------
II. Audit-Related Services which are not Specific approval is A summary of
Services prohibited under Rule 210.2- needed to exceed the all such services
01(C)(4) (the "Rule") and are pre-approved dollar limit and related
related extensions of the audit for these services (see fees (including
services support the audit, or general Audit Committee comparison to
use the knowledge/expertise approval policy below specified dollar
gained from the audit for details on obtaining limits) reported
procedures as a foundation to specific approvals) quarterly.
complete the project. In most
cases, if the Audit-Related Specific approval is
Services are not performed needed to use the Fund's
by the Audit firm, the scope of auditors for Audit-Related
the Audit Services would likely Services not denoted as
increase. The Services are "pre-approved" to the left,
typically well-defined and or to add a specific
governed by accounting service subcategory as
professional standards "pre-approved"
(AICPA, SEC, etc.)
------------------------------------------------------------------------------------------------------------------------------------
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Section III -- Policy Detail, continued
B. Service Service Category (c) Specific Pre-Approved Audit Committee Audit Committee
Category Description Service Subcategories Approval Policy Reporting Policy
------------------------------------------------------------------------------------------------------------------------------------
III. Tax Services Services which are not o Tax planning and support Specific approval is A summary of
prohibited by the Rule, if an needed to exceed the all such services
officer of the Fund determines o Tax controversy assistance pre-approved dollar and related
that using the Fund's auditor to limits for these services fees (including
provide these services creates o Tax compliance, tax returns, (see general Audit comparison to
significant synergy in the excise tax returns and Committee approval specified dollar
form of efficiency, minimized support policy below for details limits) reported
disruption, or the ability to on obtaining specific quarterly.
maintain a desired level of o Tax opinions approvals)
confidentiality.
Specific approval is
needed to use the Fund's
auditors for tax services
not denoted as pre-
approved to the left,
or to add a specific
service subcategory
as "pre-approved"
------------------------------------------------------------------------------------------------------------------------------------
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Section III -- Policy Detail, continued
A. Service Service Category (d) Specific Pre-Approved Audit Committee Audit Committee
Category Description Service Subcategories Approval Policy Reporting Policy
------------------------------------------------------------------------------------------------------------------------------------
IV. Other Services Services which are not o Business Risk Management Specific approval is A summary of
prohibited by the Rule, support needed to exceed the all such services
a. Synergistic, if an officer of the Fund pre-approved dollar and related
unique determines that using the o Other control and regulatory limits for these services fees (including
qualifications Fund's auditor to provide compliance projects (see general Audit comparison to
these services creates Committee approval specified dollar
significant synergy in policy below for details limits) reported
the form of efficiency, on obtaining specific quarterly.
minimized disruption, the approvals)
ability to maintain a
desired level of Specific approval is
confidentiality, or where needed to use the Fund's
the Fund's auditors auditors for "Synergistic"
possess unique or or "Unique Qualifications"
superior qualifications Other Services not
to provide these denoted as pre-approved
services, resulting in to the left, or to add
superior value and a specific service
results for the Fund. subcategory as
"pre-approved"
------------------------------------------------------------------------------------------------------------------------------------
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Section III -- Policy Detail, continued
B. Service Service Category (c) Specific Pre-Approved Audit Committee Audit Committee
Category Description Service Subcategories Approval Policy Reporting Policy
--------------------------------------------------------------------------------------------------------------------------
Prohibited Services which result in the These services are not to A summary of
Services auditors losing independence 1. Bookkeeping or other be performed with the all services and
status under the Rule. services related to exception of the (*) related fees
the accounting records services (see reported at each
or financial subcategories 1 through 5 regularly scheduled
statements of the on the left), that may be Audit Committee
audit client* permitted if they would meeting will serve
not be subject to audit as continual
2. Financial information procedures at the audit confirmation that
systems design and client (as defined in Rule has not provided
implementation* 2-01(f)(4)) level by the any restricted
firm providing the service. services.
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
--------------------------------------------------------------------------------------------------------------------------
A-16
General Audit Committee Approval Policy:
o Annual de minimus approval for audit related, tax and other services with
an aggregate value up to 20% of the audit and tax fees for the Pioneer
Funds for such year.
o 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.
o 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.
o 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.
A-17
Annex C
Policy for Raising and Investigating Complaints or Concerns
About Accounting or Auditing Matters
As contemplated by the Audit Committee Charter, the Audit Committee of the
Pioneer Funds' Board of Trustees has established the following procedures for:
the confidential, anonymous submission by employees of the Pioneer
Investment Management, Inc., its parent and affiliates ("collectively,
Pioneer"), as well as employees of the Funds' various service
providers, of concerns regarding improprieties or questionable
practices in Fund accounting or auditing matters, and
the receipt, retention and treatment of such concerns and complaints.
Some specific examples of practices that should be reported, if not
adequately addressed by an officer of the Funds, include: uncorrected, material
portfolio pricing errors; failure to follow valuation policies that results in
a material impact on a Fund's net value; failure to correctly impose a sales
charge; material deficiencies in record keeping, processing or reporting of a
Fund's assets and liabilities; fraud involving a Fund's or a service provider's
employees; deficiencies in the design or operation of internal controls what
could adversely affect the Fund's or a service provider's ability to accurately
process and report financial data concerning the Fund; a false or misleading
statement or omission in connection with an audit of a Fund or preparation of
any document in connection with a filing to the SEC or a failure to make a
required disclosure to the Audit Committee; or, any situation that, if
uncorrected, would prevent a Fund from qualifying as a regulated investment
company under the Internal Revenue Code.
Policy Objective
The objective of this policy is to provide a mechanism by which complaints
and concerns regarding accounting, internal accounting controls or auditing
matters may be raised and addressed without the fear or threat of retaliation.
The Pioneer Funds desire and expect that the employees and officers of Pioneer,
as well as other service providers to the Funds, will report any complaints or
concerns they may have regarding accounting, internal accounting controls or
auditing matters.
Procedures for Raising Complaints and Concerns
Employees of Pioneer or of service providers to the Funds, as well as any
other person with concerns or complaints regarding accounting, internal
accounting controls or auditing matters, may submit them, in name or
anonymously, in writing to the attention of Pioneer's Director of Internal
Audit, at Pioneer's principal executive offices in Boston. Alternatively, such
concerns or complaints may be communicated, in name or anonymously, directly to
any member of the Funds' Audit Committee.
Procedures for Investigating and Resolving Complaints and Concerns
All complaints and concerns received by the Director of Internal Audit
shall be promptly forwarded to the Audit Committee of the Fund's Board or to
the Chair of the Audit Committee. If sent only to the Chair, the Chair may
determine whether to refer the issues
A-18
to the entire Audit Committee. The Director will retain and forward to the
Audit Committee a record of all complaints and concerns received (whether or
not determined to have merit) in each fiscal quarter.
The Audit Committee will evaluate all complaints or concerns received. If
the Audit Committee requires additional information to evaluate a complaint or
concern, it may conduct an investigation, including interviews of persons
believed to have relevant information, or may, in its discretion, authorize
another person or entity to investigate on its behalf.
After its evaluation of the complaint or concern, the Audit Committee will
recommend to the Funds such action, if any, as it deems necessary and
appropriate to address the substance of the complaint or concern. The Funds
reserve the right to take whatever action the Audit Committee has deemed
appropriate, up to and including a request that Pioneer discharge any employee
deemed to have engaged in improper conduct.
Whether a complaint or concern is submitted anonymously, the Audit
Committee will strive to keep all complaints and concerns, as well as the
identity of those who submit them or who participate in any investigation,
confidential, and to limit disclosure to those with a business need to know.
Retaliation Is Prohibited
Pioneer shall not penalize or retaliate against any person or entity for
reporting a complaint or concern, unless it is determined by the Director of
Internal Audit or the Audit Committee that the complaint or concern was raised
with knowledge that it was false. Retaliation against any person or entity for
submitting, or for cooperating in the investigation of, a complaint or concern
will not be tolerated by Pioneer or the Funds, and will warrant disciplinary
action against the offending party, up to and including termination of
employment. In addition, retaliation is unlawful, and may result in criminal
action.
Pioneer will distribute this policy to all employees, and will arrange for
its distribution to all Fund service providers.
The Pioneer Funds shall retain records of all complaints and concerns
received by them, and a record of their disposition, for a minimum of five
years from the date of the report.
A-19
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER HIGH INCOME TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of common shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of the fund which I (we) will be entitled to vote or act
upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED
AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class III trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER HIGH INCOME TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of preferred shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of the fund which I (we) will be entitled to vote
or act upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class III trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER MUNICIPAL HIGH INCOME TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of common shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of the fund which I (we) will be entitled to vote or act
upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED
AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class II trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER MUNICIPAL HIGH INCOME TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of preferred shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of the fund which I (we) will be entitled to vote
or act upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class II trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of common shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of the fund which I (we) will be entitled to vote or act
upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED
AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class II trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of preferred shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of the fund which I (we) will be entitled to vote
or act upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class II trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER TAX ADVANTAGED BALANCED TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of common shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all common shares
of beneficial interest of the fund which I (we) will be entitled to vote or act
upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE COMMON SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE VOTED
AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class I trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PIONEER TAX ADVANTAGED BALANCED TRUST
To be held August 16, 2005
I (we), the undersigned holders(s) of preferred shares of beneficial interest,
having received notice of the meeting and management's proxy statement therefor,
and revoking all prior proxies, hereby appoint John F. Cogan, Jr., Dorothy E.
Bourassa, Christopher J. Kelley and David C. Phelan, and each of them, my (our)
attorneys (with full power of substitution in them and each of them) for and in
my (our) name(s) to attend the Annual Meeting of Shareholders of my (our) fund
to be held on August 16, 2005, at 2:00 p.m. (Boston time) at the offices of
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the fund, 60 State Street,
26th Floor, Boston, Massachusetts 02109, and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying proxy statement) in respect of all preferred
shares of beneficial interest of the fund which I (we) will be entitled to vote
or act upon, with all the powers I (we) would possess if personally present.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING. THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
999 9999 9999 999
NOTE: In signing, please write name(s)
exactly as appearing hereon. When
signing as attorney, executor,
administrator or other fiduciary, please
give your full title as such. Joint
owners should each sign personally.
_________________________________________
Signature
_________________________________________
Signature of joint owner, if any
_________________________________________
Date
PLEASE RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE
THE PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF YOUR FUND AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE FOLLOWING:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [box]
1. To elect three Class I trustees of the FOR WITHHOLD FOR ALL
fund, as named in the attached proxy ALL ALL EXCEPT
statement, to serve on the Board of (as marked below)
Trustees until their successors have been
duly elected and qualified. The [box] [box] [box]
nominees for trustees are:
01. Margaret B.W. Graham 02. Osbert M. Hood 03. John Winthrop
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) on the line below:
__________________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD