ASSIGNMENT AGREEMENT
Fund Administration and Accounting Agreement
This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of [______]
by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), AMUNDI ASSET MANAGEMENT US, INC. (“Amundi US”), and EACH INVESTMENT COMPANY LISTED ON APPENDIX I (each, an “Investment Company” and collectively, the “Investment Companies”).
WHEREAS, BNY Mellon and Amundi US are parties to a Fund Administration and Accounting Agreement, dated as of January 19, 2021 (as amended and in effect from time to time and including any Appendices, Schedules and Exhibits thereto, the “Administration Agreement”) pursuant to which Amundi US has appointed BNY Mellon to act as the sub- administrator to the Investment Companies; and
WHEREAS, each open-end Investment Company, on behalf of the series named on Appendix I hereto (each, a “Fund”), and each closed-end Investment Company listed on Appendix I hereto (each, a “Closed-End Fund”) has executed the Administration Agreement solely for the purposes of certain provisions thereof; and
WHEREAS, each of the open-end Investment Companies has, on behalf of each of the Funds listed on Appendix I hereto, entered into an Agreement and Plan of Reorganization (each, a “Plan of Reorganization”) pursuant to which such Fund will reorganize into a newly- established series of Victory Portfolios IV, a Delaware statutory trust, or Victory Variable Insurance Funds II, a Delaware statutory trust, as set forth on Appendix I (each of Victory Portfolios IV and Victory Variable Insurance Funds II shall be referred to herein as an “Acquiring Trust” and each such newly-established series of each Acquiring Trust shall be referred to herein as an “Acquiring Fund”); and
WHEREAS, Victory Capital Management Inc. (“Victory Capital”) is the investment adviser to each of the Acquiring Funds and will be, subject to shareholder approval, the investment adviser to each of the Closed-End Funds; and
WHEREAS, Amundi US wishes to assign all of its rights, liabilities, duties and obligations under the Administration Agreement and all ancillary agreements executed by Amundi US, BNY Mellon and the Investment Companies pursuant to or as part of the services provided by BNY Mellon under the Administration Agreement (collectively, the “Ancillary Agreements”) to Victory Capital, and Victory Capital wishes to accept such assignment; and
WHEREAS, each Fund wishes to assign all of its rights, liabilities, duties and obligations under the Administration Agreement and all Ancillary Agreements to the corresponding Acquiring Fund, and each Acquiring Fund wishes to accept such assignment; and
WHEREAS, Section 14 of the Administration Agreement provides that none of Amundi US or any Fund may, without BNY Mellon’s prior written consent, assign any of its rights or delegate any of its duties or obligations under the Administration Agreement;
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NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Definitions. Capitalized terms which are used herein without definition and which are defined in the Administration Agreement shall have the same meanings herein as in the Administration Agreement.
2.Assignment. From and as of the effective date of the consummation of the reorganization of a Fund with its corresponding Acquiring Fund, as set forth on Appendix I hereto, pursuant to the Plan of Reorganization and, with respect to each of the Closed-End Funds, from and after the date on which Victory Capital becomes the investment adviser of such Closed-End Fund (each such date, an “Effective Date”):
(a)Amundi US hereby assigns to Victory Capital, and Victory Capital hereby accepts such assignment of, all of the rights, liabilities, duties and obligations of Amundi US under and in respect of the Administration Agreement and all Ancillary Agreements (whether or not such rights, liabilities and obligations had yet accrued as of such date) with respect to such Fund or Closed-End Fund, as applicable, with the effect that the provision of services by BNY Mellon to Victory Capital with respect to the corresponding Acquiring Fund or Closed-End Fund, as applicable, shall continue from and after the Effective Date on identical terms as currently being provided to Amundi US with respect to such Fund or Closed-End Fund;
(b)such Fund hereby assigns to the corresponding Acquiring Fund, as set forth on Appendix I hereto, and the Acquiring Fund hereby accepts such assignment of, all of the rights, liabilities, duties and obligations of such Fund under and in respect of the Administration Agreement and all Ancillary Agreements (whether or not such rights, liabilities and obligations had yet accrued as of such date);
(c)each of Victory Capital and such Acquiring Fund represents and warrants, which representations and warranties shall be deemed to be continuing, that each of the representations and warranties made by Amundi US and the corresponding Fund under the Administration Agreement (including the representations and warranties set forth in Section 3 of the Administration Agreement) is true and correct as to Victory Capital and such Acquiring Fund, respectively;
(d)each of Victory Capital and such Acquiring Fund covenants and agrees that it shall be bound by the terms of the Administration Agreement and shall observe, perform and discharge all of its liabilities, duties and obligations arising under the terms of the Administration Agreement and all Ancillary Agreements. Victory Capital hereby covenants and agrees that it shall waive and/or reimburse the fee that it is owed from the Acquiring Fund or the applicable Closed-End Fund under the Administration and Fund Accounting Agreement among Victory Capital, each Acquiring Fund and each Closed-End Fund equal to the amounts due from the Acquiring Fund or the Closed-End Fund to BNY Mellon under Section 10 of the Administration Agreement.
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(d)For purposes of Early Termination Fee in Section 12(d)(i) of the Administration Agreement, and to the extent any Acquiring Fund terminates the Administration Agreement within three months of the Effective Date of this Assignment Agreement, the Early Termination Fee will be calculated using the previous monthly fees paid by the Fund which assigned its rights to the Acquiring Fund. Victory Capital shall reimburse any Early Termination Fee paid by a Fund as provided under Section 9.2 of the Agreement and Plan of Reorganization to which such Fund and Victory Capital are parties.
3.Representations and Warranties. Each of Amundi US and Victory Capital, and each Fund and the corresponding Acquiring Fund, hereby represents and warrants to BNY Mellon as follows:
(a)it has the power to execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance;
(b)such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(d)its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).
4.Further Assurance. Amundi US, Victory Capital, each Fund and each Acquiring Fund hereby agrees to perform (or procure the performance of) all further acts and things, and to execute and deliver all such instruments and take all such action as may be required by law or as may be necessary or reasonably desirable in order to effect the intent and purpose of, and to carry out the terms of, this Agreement.
5.Miscellaneous. Nothing in this Agreement shall affect or prejudice any claim or demand which BNY Mellon may have against Amundi US or any Fund or Closed-End Fund arising out of or in connection with the Administration Agreement or any Ancillary Agreement relating to matters arising prior to the Effective Date of Amundi US’s assignment to Victory Capital or such Fund’s assignment to the corresponding Acquiring Fund, as applicable. This Agreement is governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which
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together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This Agreement may be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.
Assignors:Assignees:
AMUNDI ASSET MANAGEMENT US, INC. VICTORY CAPITAL MANAGEMENT INC.
___________________________________
Name:
Title:
EACH INVESTMENT COMPANY LISTED ON APPENDIX I, on behalf of each of its series listed on Appendix I, individually and not jointly
___________________________________
Name:
Title:
___________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
VICTORY PORTFOLIOS IV,
on behalf of each of its series listed on Appendix I, individually and not jointly
___________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
VICTORY VARIABLE INSURANCE FUNDS II, on behalf of each of its series listed on Appendix I, individually and not jointly
___________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President
Address for Notices: Victory Capital Management
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:
▇▇▇▇ ▇▇▇▇▇ ([ ])
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ([ ])
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Sub-Administrator:
THE BANK OF NEW YORK MELLON
By:_______________________________
Name:
Title:
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Appendix I
To December 2024 Assignment Agreement
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Acquiring Fund, each a series of Victory |
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Open-End Fund |
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Portfolios IV |
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Pioneer AMT-Free Municipal Fund, a series of |
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Victory Pioneer AMT-Free Municipal Fund |
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Pioneer Series Trust II |
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Pioneer Balanced ESG Fund, a series of |
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Victory Pioneer Balanced Fund |
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Pioneer Series Trust IV |
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Pioneer Bond Fund, a series of Pioneer Bond |
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Victory Pioneer Bond Fund |
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Fund |
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Pioneer CAT Bond Fund, a series of Pioneer |
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Victory Pioneer CAT Bond Fund |
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Series Trust VII |
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Pioneer Core Equity Fund, a series of Pioneer |
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Victory Pioneer Core Equity Fund |
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Series Trust XI |
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Pioneer Active Credit Fund, a series of Pioneer |
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Victory Pioneer Active Credit Fund |
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Series Trust X |
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Pioneer Disciplined Growth Fund, a series of |
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Victory Pioneer Disciplined Growth Fund |
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Pioneer Series Trust XII |
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Pioneer Disciplined Value Fund, a series of |
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Victory Pioneer Disciplined Value Fund |
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Pioneer Series Trust III |
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Pioneer Equity Income Fund, a series of |
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Victory Pioneer Equity Income Fund |
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Pioneer Equity Income Fund |
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Pioneer Floating Rate Fund, a series of Pioneer |
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Victory Pioneer Floating Rate Fund |
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Series Trust VI |
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Pioneer Fund, a series of Pioneer Fund |
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Victory Pioneer Fund |
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Pioneer Fundamental Growth Fund, a series of |
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Victory Pioneer Fundamental Growth Fund |
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Pioneer Series Trust X |
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Pioneer Global Sustainable Growth Fund, a |
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Victory Pioneer Global Growth Fund |
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series of Pioneer Series Trust XIV |
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Pioneer High Income Municipal Fund, a series |
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Victory Pioneer High Income Municipal Fund |
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of Pioneer Series Trust V |
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Pioneer Intrinsic Value Fund, a series of |
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Victory Pioneer Intrinsic Value Fund |
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Pioneer Series Trust XIV |
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Pioneer Mid Cap Value Fund, a series of |
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Victory Pioneer Mid Cap Value Fund |
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Pioneer Mid Cap Value Fund |
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Pioneer Multi-Asset Ultrashort Income Fund, a |
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Victory Pioneer Multi-Asset Ultrashort Income |
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series of Pioneer Series Trust X |
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Fund |
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Pioneer Securitized Income Fund, a series of |
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Victory Pioneer Securitized Income Fund |
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Pioneer Series Trust IV |
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Pioneer Select Mid Cap Growth Fund, a series |
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Victory Pioneer Select Mid Cap Growth Fund |
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of Pioneer Series Trust II |
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Pioneer Short Term Income Fund, a series of |
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Victory Pioneer Short Term Income Fund |
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Pioneer Short Term Income Fund |
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Pioneer Solutions - Balanced Fund, a series of |
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Victory Pioneer Solutions - Balanced Fund |
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Pioneer Asset Allocation Trust |
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Acquiring Fund, each a series of Victory |
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Open-End Fund |
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Portfolios IV |
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Pioneer U.S. Government Money Market |
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Victory Pioneer U.S. Government Money |
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Fund, a series of Pioneer Money Market Trust |
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Market Fund |
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Pioneer Equity Premium Income Fund, a series |
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Victory Pioneer Equity Premium Income Fund |
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of Pioneer Series Trust VI |
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Pioneer Global Sustainable Equity Fund, a |
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Victory Pioneer Global Equity Fund |
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series of Pioneer Series Trust V |
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Pioneer Global Sustainable Value Fund, a |
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Victory Pioneer Global Value Fund |
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series of Pioneer Series Trust XIV |
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Pioneer High Yield Fund, a series of Pioneer |
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Victory Pioneer High Yield Fund |
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High Yield Fund |
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Pioneer International Equity Fund, a series of |
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Victory Pioneer International Equity Fund |
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Pioneer Series Trust VIII |
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Pioneer Multi-Asset Income Fund, a series of |
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Victory Pioneer Multi-Asset Income Fund |
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Pioneer Series Trust IV |
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Pioneer Strategic Income Fund, a series of |
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Victory Pioneer Strategic Income Fund |
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Pioneer Series Trust XIV |
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Open-End Fund, each a series of Pioneer |
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Acquiring Fund, each a series of Victory |
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Variable Contracts Trust |
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Variable Insurance Funds II |
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Pioneer Bond VCT Portfolio |
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Victory Pioneer Bond VCT Portfolio |
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Pioneer Equity Income VCT Portfolio |
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Victory Pioneer Equity Income VCT Portfolio |
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Pioneer Fund VCT Portfolio |
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Victory Pioneer Fund VCT Portfolio |
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Pioneer High Yield VCT Portfolio |
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Victory Pioneer High Yield VCT Portfolio |
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Pioneer Mid Cap Value VCT Portfolio |
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Victory Pioneer Mid Cap Value VCT Portfolio |
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Pioneer Select Mid Cap Growth VCT Portfolio |
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Victory Pioneer Select Mid Cap Growth VCT |
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Portfolio |
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Pioneer Strategic Income VCT Portfolio |
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Victory Pioneer Strategic Income VCT |
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Closed-End Funds: |
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Portfolio |
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Pioneer Diversified High Income Fund, Inc.
Pioneer Floating Rate Fund, Inc.
Pioneer High Income Fund, Inc.
Pioneer Municipal High Income Fund, Inc.
Pioneer Municipal High Income Advantage Fund, Inc.
Pioneer Municipal High Income Opportunities Fund, Inc.
Pioneer ILS Interval Fund
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