Item 1.01 Entry into a Material Definitive Agreement.
On
The name of each Registrant changed in connection with the redomiciling, as follows:
CurrentName NewName Pioneer Diversified High Income TrustPioneer Diversified High Income Fund , Inc. Pioneer Floating Rate TrustPioneer Floating Rate Fund, Inc. Pioneer High Income Trust Pioneer High Income Fund, Inc.
Pioneer Municipal High Income Advantage Trust Pioneer Municipal High Income
Advantage Fund, Inc. Pioneer Municipal High Income TrustPioneer Municipal High Income Fund , Inc.
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The ticker symbol of each Registrant on the
Following each Registrant's redomiciling, the rights of shareholders are
governed by Maryland General Corporation Law and the Articles of Incorporation
of the surviving
The Control Share Act protects the interests of all stockholders by generally providing that any holder of "control shares" acquired in a "control share acquisition" may not exercise voting rights with respect to the "control shares," except to the extent approved by a vote of two-thirds of all the votes entitled to be cast on the matter. Generally, "control shares" are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors. The Control Share Act provides that a "control share acquisition" does not include the acquisition of shares in a merger, consolidation or share exchange. Therefore, a shareholder of a Registrant that acquired shares of a Successor Entity as a result of the merger of the Registrant will be able to exercise voting rights as to those shares even if the number of such shares acquired by the shareholder in the merger exceeds one or more of the thresholds of the Control Share Act.
The foregoing description of the redomiciling of each Registrant is only a summary and is qualified in its entirety by reference to the full text of the Merger Agreement. The above description of the Control Share Act is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the Control Share Act and their Registrant's bylaws for more information, including definitions of key terms, various exclusions and exemptions from the statute's scope, and the procedures by which stockholders may approve the reinstatement of voting rights to holders of "control shares."
Item 3.03 Material Modification to Rights of Security Holders.
Please see the disclosure set forth under Item 1.01 of this Current Report, which is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Please see the disclosure set forth under Item 1.01 of this Current Report,
which is incorporated by reference into this Item 5.03. The Articles of
Incorporation of each
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 2.1 Merger Agreements 3.1 Articles of Incorporation of eachMaryland corporation 3.2 Bylaws of eachMaryland corporation
This Current Report may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), and such statements are intended to qualify for the safe harbors from liability established by the PSLRA. All statements other than statements of historical fact are forward-looking and can sometimes be identified as such by the context of the statements, including words such as "believe," "could," "expect," "anticipate," "plan," "may," "will," "would," "should,"
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"intend," "possible," "continue" "project," "estimate," "guidance" and other
similar terms and phrases, whether in the negative or affirmative, although not
all forward-looking statements include these words. Similarly, statements that
describe the objectives, plans, or goals of the Registrants or their investment
adviser are forward-looking. Such forward-looking statements are based upon the
Registrants' current plans, estimates and expectations and are not a
representation that such plans, estimates, or expectations will be achieved.
Because such statements include risks, uncertainties and contingencies, actual
events may differ materially from the expectations, intentions, beliefs, plans
or predictions of the future expressed or implied by such forward-looking
statements. Additionally, past performance is no guarantee of future results.
Additional information concerning such risks and uncertainties are or will be
contained in each Registrant's filings with the
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