Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

PIONEER MUNICIPAL HIGH INCOME FUND, INC.

(Name of Issuer)

VARIABLE RATE MUNIFUND TERM PREFERRED SHARES

(Title of Class of Securities)

723763405

(CUSIP Number)

Mary E. Schaffner

Senior Vice President and Senior Lead Counsel

Wells Fargo & Company

MAC N9305-176

Minneapolis, MN 55402

612-667-2367

With a copy to:

Patrick Quill

Chapman and Cutler LLP

1270 Avenue of the Americas 30th Floor

New York, NY 10020

(212) 655-2506

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 21, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D

CUSIP No. 723763405

 

1.		Names of Reporting Persons     Wells Fargo & Company                 41-0449260
2.		Check the Appropriate Box if a member of a Group (see instructions)   a.  ☐        b.  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions):     WC
5.		Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).     ☒
6.		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With:				7.		Sole Voting Power:     0
				8.		Shared Voting Power:     1,290
				9.		Sole Dispositive Power:     0
				10.		Shared Dispositive Power:     1,290

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:     1,290
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11):     100%
14.		Type of Reporting Person (See Instructions)     HC

SCHEDULE 13D

CUSIP No. 723763405

 

1.		Names of Reporting Persons     Wells Fargo Municipal Capital Strategies, LLC                45-2541449
2.		Check the Appropriate Box if a member of a Group (see instructions)   a.  ☐        b.  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions):     WC
5.		Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).     ☒
6.		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With:				7.		Sole Voting Power:     0
				8.		Shared Voting Power:     1,290
				9.		Sole Dispositive Power:     0
				10.		Shared Dispositive Power:     1,290

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:     1,290
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11):     100%
14.		Type of Reporting Person (See Instructions)     00

Item 1

Security and Issuer

This Amendment No. 4 (this Amendment) amends, as set forth below, the statement on Schedule 13D, dated February 9, 2018 and filed with the SEC on February 16, 2018 (the Original Schedule 13D), as amended by Amendment No. 1 dated February 16, 2021 and filed with the SEC on February 18, 2021 (Amendment No. 1), as further amended by Amendment No. 2 dated April 21, 2021 and filed with the SEC on April 23, 2021 (Amendment No. 2), as further amended by Amendment No. 3 dated November 14, 2022 and filed with the SEC on November 16, 2022 (Amendment No. 3), for Wells Fargo & Company (Wells Fargo) and Wells Fargo Municipal Capital Strategies, LLC (Capital Strategies) (collectively, the Reporting Persons) with respect to the Variable Rate MuniFund Term Preferred Shares, Series 2021 (the VMTP Shares) of Pioneer Municipal High Income Fund, Inc. (the Issuer) formerly known as Pioneer Municipal High Income Trust.

This Amendment is being filed in relation to the amendment to the Second Amended and Restated VMTP Purchase Agreement, dated April 21, 2021, relating to the VMTP Shares of the Issuer.

 

Item 2

Identity and Background

Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.

 

Item 6

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end thereof:

Effective as of March 21, 2023, the Second Amended and Restated VMTP Purchase Agreement, dated as of April 21, 2021, has been further amended by the Amendment No. 1 to the Second Amended and Restated VMTP Purchase Agreement, dated March 21, 2023.

 

Item 7

Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits:

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement
99.2		Power of Attorney
99.10		Amendment No. 1 to the Second Amended and Restated VMTP Purchase Agreement dated March 21, 2023

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:    March 23, 2023

 

LIST OF EXHIBITS

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement
99.2		Power of Attorney
99.10		Amendment No. 1 to the Second Amended and Restated VMTP Purchase Agreement dated March 21, 2023

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo & Company. The business address of each of the executive officers and directors of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94104.

 

Name		Position with Wells Fargo & Company		Principal Occupation
Charles W. Scharf		Chief Executive Officer and President; Director		Chief Executive Officer of Wells Fargo & Company and Director
Muneera S. Carr		Executive Vice President, Chief Accounting Officer, and Controller		Chief Accounting Officer and Controller of Wells Fargo & Company
William M. Daley		Vice Chairman of Public Affairs		Vice Chairman of Public Affairs of Wells Fargo & Company
Kristy W. Fercho		Senior Executive Vice President and Head of Diverse Segments, Representation & Inclusion		Head of Diverse Segments, Representation & Inclusion
Derek A. Flowers		Senior Executive Vice President and Chief Credit Officer		Chief Credit Officer of Wells Fargo & Company
Mary T. Mack		Senior Executive Vice President and CEO of Consumer & Small Business Banking		CEO of Consumer & Small Business Banking of Wells Fargo & Company
Lester J. Owens		Senior Executive Vice President and Head of Operations		Head of Operations of Wells Fargo & Company
Ellen R. Patterson		Senior Executive Vice President and General Counsel		General Counsel of Wells Fargo & Company
Kyle G. Hranicky		Senior Executive Vice President and CEO of Commercial Banking		CEO of Commercial Banking of Wells Fargo & Company
Scott E. Powell		Senior Executive Vice President and Chief Operating Officer		Chief Operating Officer of Wells Fargo & Company
Michael P. Santomassimo		Senior Executive Vice President and Chief Financial Officer		Chief Financial Officer of Wells Fargo & Company
Kleber R. Santos		Senior Executive Vice President and CEO of Consumer Lending		CEO of Consumer Lending
Barry Sommers		Senior Executive Vice President and CEO of Wealth & Investment Management		CEO of Wealth & Investment Management of Wells Fargo & Company

Saul Van Beurden		Senior Executive Vice President and Head of Technology		Head of Technology of Wells Fargo & Company
Jonathan G. Weiss		Senior Executive Vice President and CEO of Corporate & Investment Banking		CEO of Corporate & Investment Banking of Wells Fargo & Company
Ather Williams III		Senior Executive Vice President and Head of Strategy, Digital Platform, and Innovation		Head of Strategy, Digital Platform, and Innovation of Wells Fargo & Company
Steven D. Black		Director		Co-CEO, Bregal Investments, Inc.
Richard K. Davis		Director		CEO, Make-A-Wish America
Mark A. Chancy		Director		Retired Vice Chairman and Co-Chief Operating Officer, SunTrust Banks, Inc.
Celeste A. Clark		Director		Principal, Abraham Clark Consulting, LLC, and Retired Senior Vice President, Global Public Policy and External Relations and Chief Sustainability Officer, Kellogg Company
Theodore F. Craver, Jr.		Director		Retired Chairman, President and CEO, Edison International
Wayne M. Hewett		Director		Senior Advisor of Permira and Chairman of DiversiTech Corporation
CeCelia G. Morken		Director		Retired CEO and President, Headspace Inc.
Maria R. Morris		Director		Retired Executive Vice President and Head of Global Employee Benefits, MetLife, Inc.
Felicia F. Norwood		Director		Executive Vice President & President, Government Business Division, Anthem, Inc.
Richard B. Payne, Jr.		Director		Retired Vice Chairman, Wholesale Banking, U.S. Bancorp
Juan A. Pujadas		Director		Retired Principal, PricewaterhouseCoopers, LLP, and former Vice Chairman, Global Advisory Services, PwC International
Ronald L. Sargent		Director		Retired Chairman, CEO of Staples, Inc.

Suzanne M. Vautrinot		Director		President of Kilovolt Consulting Inc. and Major General and Commander, United States Air Force (retired)

The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo Municipal Capital Strategies, LLC. The business address of each of the executive officers and directors of Wells Fargo Municipal Capital Strategies, LLC is 30 Hudson Yards, New York, NY 10001.

 

Name		Position with Wells Fargo Municipal Capital Strategies, LLC		Principal Occupation
Kristina Eng		President		Managing Director at Wells Fargo Bank, N.A.
Phillip D. Smith		Executive Vice President, Board of Manager		Head of Municipal Products and Government and Institutional Banking
Jody Anderson		Treasurer		Vice President at Wells Fargo Bank, N.A.
Bruce Mattaway		Board of Managers		Senior Vice President at Wells Fargo Bank, N.A.
Peter Cannava		Board of Managers		Managing Director at Wells Fargo Bank, N.A.
Karl Pfeil		Board of Managers		Director at Wells Fargo Bank, N.A.
Mark Freedman		Board of Managers		Senior Vice President at Wells Fargo Bank, N.A.
Richard Reid		Board of Managers		Director at Wells Fargo Bank, N.A.

STATE OF NEVADA SECURITIES DIVISION RESIDENTIAL OFFICE INVESTIGATION On April 13, 2018, the Nevada Securities Division and Wells Fargo Clearing Services, LLC (WFCS) entered into an Administrative Consent Order wherein WFCS admitted to failing to register the residential offices of three Financial Advisors who were working from home. Nevadas definition of branch office includes a personal residence where securities business is transacted, even if the residence is not held out to the public or used for client meetings. WFCS agreed to pay an $8,000 fine and $1,446.13 for the costs of the examinations conducted by the Nevada Securities Division.

SEC SETTLEMENT On June 25, 2018, Wells Fargo Advisors LLC (WFA), entered into a settlement agreement with the SEC wherein, without admitting or denying liability, it settled charges of violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. The settlement related to certain registered representatives soliciting customers to redeem, and short-term trading of, market-linked investments prematurely without adequate analysis or consideration of the substantial costs associated with the transactions. As part of the settlement, the firm consented to a censure and a payment of $5,108,441.27 representing disgorgement, prejudgment interest, and a civil penalty. WFA also lost its Well Known Seasoned Issuer status as a collateral consequence of the settlement.

COMMONWEALTH OF MASSACHUSETTS SECURITIES DIVISION SETTLEMENT On August 26, 2018, the Massachusetts Securities Division of the Office of the Secretary of the Commonwealth and Wells Fargo Clearing Services, LLC (WFCS) entered into a Consent Order regarding allegations that certain WFCS supervisors and agents had a lapse in required Massachusetts registration for some period during the relevant time period of January 1, 2016 to June 28, 2018. Without admitting or denying the facts or conclusions of law, WFCS agreed to certain undertakings including payment of an administrative fine of $450,000.

SEC SETTLEMENT On March 11, 2019, the SEC announced that Wells Fargo Advisors, LLC, and Wells Fargo Advisors Financial Network, LLC (collectively Wells Fargo) agreed to settle charges, without admitting or denying liability, that Wells Fargo violated Section 203(e) and 203(k) of the Investment Advisers Act of 1940. The settlement relates to Wells Fargos voluntary participation in the SECs Share Class Selection Disclosure Initiative wherein investment advisers were encouraged to self-report the failure to adequately disclose conflicts of interest associated with the recommendation or selection of a mutual fund share class that charged distribution fees (12b-1 Fees) when a lower-cost share class of the same fund existed. The settlement requires Wells Fargo to adhere to a cease-and-desist order and to disgorge $17,363,847.29 in 12b-1 fees through a restitution program. The settlement did not require Wells Fargo to pay any additional fines or penalties given its voluntary participation in the program.

SEC SETTLEMENT On March 20, 2019, the SEC announced that Wells Fargo Securities, LLC had consented to a judgment entered by the federal district court in Rhode Island resolving a 2016 SEC civil action against multiple parties. The matter had arisen out of the firms role as placement agent in a $75 million bond offering by the Rhode Island Economic Development Corporation in November 2010 for the purpose of loaning the proceeds to 38 Studios, LLC, an early-stage, pre-revenue videogame development company that was ultimately unable to meet its obligations under the loan. The SEC had alleged that the firm and other defendants had made two material omissions in the bond placement materials. Without admitting or denying liability, the firm consented to injunctions and a penalty of $812,500.

FINRA SETTLEMENT On January 29, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC (WFCS) concerning allegations that WFCS violated NASD Rule 3010(a) (for conduct prior to December 1, 2014) and FINRA Rule 3110(a) (for conduct on or after December 1, 2014) by failing to reasonably supervise a former registered representative who excessively traded equity positions in three accounts belonging to an elderly customer during the period from March 2012 to March 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a fine of $175,000.

SALES PRACTICES SETTLEMENTS On February 21, 2020, Wells Fargo & Company (WFC) entered into settlement agreements with the SEC and the DOJ to resolve those agencies investigations into WFCs historical Community Bank sales practices and related disclosures. With respect to the SEC, WFC consented to the entry into of a cease and desist order, which found that WFC violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and agreed to pay a civil penalty of $500 million. With respect to the DOJ, WFC entered into a deferred prosecution agreement with the United States Attorneys Offices for the Central District of California and the Western District of North Carolina and a settlement agreement with the Civil Division of the DOJ and the United States Attorneys Office for the Central District of California related to the sales practices conduct and agreed to pay a monetary penalty of $2.5 billion. WFC accepted and acknowledged responsibility for facts and conduct described in the deferred prosecution agreement, and no charges will be filed against WFC provided that WFC abides by all the terms of the agreement.

SEC SETTLEMENT On February 27, 2020, the SEC announced that Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network (collectively Wells Fargo) agreed to settle allegations that, in connection with Wells Fargos recommendation that many retail investment advisory clients and brokerage customers buy and hold single-inverse exchange-traded funds (ETFs) without having adequate compliance policies and procedures and without providing financial advisors proper training and supervision of single-inverse ETFs, it willfully violated Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder, failed reasonably to fulfill its supervisory responsibilities within the meaning of Section 203(e)(6) of the Advisers Act and failed reasonably to fulfill its supervisory responsibilities within the meaning of Section 15(b)(4)(E) of the Securities Exchange Act of 1934. Without admitting or denying the SECs findings, Wells Fargo agreed to consent to: (a) cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, (b) be censured, and (c) pay a civil monetary penalty in the amount of $35,000,000. The penalty amount was paid into escrow for disbursement to certain Wells Fargo clients who sustained investment losses in single-inverse ETFs.

STATE OF MARYLAND SETTLEMENT On June 15, 2020, Wells Fargo & Company entered into a Consent Order with the Attorney General of the State of Maryland, pursuant to which it agreed to pay $20 million in remediation to resolve claims relating to certain prior residential mortgage-backed securities activities from 2005 to 2009.

FINRA SETTLEMENT On August 28, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC (WFCS) concerning allegations that WFCS failed to reasonably supervise the activities of two former financial advisors in violation of FINRA rules between November 2012 and October 2015. Without admitting or denying the findings, WFCS Fargo accepted a censure and agreed to pay a fine of $350,000 and restitution to three clients totaling $201,498.

FINRA SETTLEMENT On September 1, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (collectively Wells Fargo) concerning allegations that Wells Fargo failed to establish and maintain a supervisory system and failed to enforce written supervisory procedures that were reasonably designed to achieve compliance with FINRAs suitability rule as it pertained to switches from variable annuities to investment company products during the period January 2011 to August 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay fines totaling $675,000 and restitution to clients totaling $1,445,167.50.

FINRA SETTLEMENT On November 4, 2020, FINRA announced a settlement with First Clearing LLC, n/k/a Wells Fargo Clearing Services, LLC (Wells Fargo) concerning allegations that Wells Fargo distributed 6,851 account statements to customers containing valuation information for one or more Direct Participation Programs or Real Estate Investment Trusts that did not comply with NASD Rule 2340(c) during the period April 2016 through October 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a fine of $300,000.

FINRA SETTLEMENT On November 25, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC (WFCS) concerning allegations that WFCS (i) failed to make accurate order memoranda in violation of Rule 17a-3(a)(6) of the Securities Exchange Act of 1934 and FINRA Rules 4511 and 2010, and (ii) transmitted inaccurate reports to the Order Audit Trail System in violation of FINRA Rules 7450 and 2010 during the period October 1, 2016 to June 12, 2018. Without admitting or denying the findings, WFCS accepted a censure and agreed to pay a fine of $75,000.

FINRA SETTLEMENT On December 6, 2021, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (Wells Fargo) concerning allegations that Wells Fargo failed to store records related to its Customer Identification Program (CIP) in the required Write Once, Read Many (WORM) format. The findings also stated that when the issue was initially discovered it was not escalated to the appropriate group to determine if it need to be reported to FINRA nor was it remediated at that time. The issue has since been remediated and CIP records are now being stored on a WORM-compliant platform. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a fine of $2,250,000.

FINRA SETTLEMENT On December 20, 2021, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (Wells Fargo) concerning allegations that Wells Fargo failed to establish and maintain a supervisory system reasonably designed to supervise representatives 529 plan share-class recommendations in violation of MSRB Rule G-27 during the period January 1, 2011, and December 4, 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay restitution of $3,367,929 plus interest.

FINRA SETTLEMENT On December 13, 2021, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (Wells Fargo) concerning gations of unsuitable recommendations and supervisory failures in relation to unit investment trusts in violation of FINRA and NASD rules for the period July 2013 to June 2018. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a $650,000 fine and restitution to certain clients totaling $2,458,762.33 plus interest.

SEC SETTLEMENT On May 20, 2022, the SEC announced that Wells Fargo Clearing Services, LLC agreed to a settlement of allegations that, in connection with the firms failure to timely file certain SARS between April 2017 and October 2021, it willfully violated Section 17(A) of the Exchange Act and Rule 17A-8 thereunder. Without admitting or denying the findings contained in the order, with the exception of the SECs jurisdiction over it and the subject matter of the proceedings, the firm consented to: (a) cease and desist from committing or causing any violations and any future violations of Section 17(A) of the Exchange Act and Rule 17A-8 promulgated thereunder, (b) be censured, and (c) pay a civil monetary penalty in the amount of $7,000,000. The firm paid the civil monetary penalty on or about June 2, 2022.

NOTE: In addition to the above matters, certain of Wells Fargo & Companys affiliates, including Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC), Wells Fargo Securities, LLC, Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in each entitys Form BD as filed with the Securities and Exchange Commission and in other regulatory reports, which descriptions are hereby incorporated by reference.