SecProbe.io

CORRESP
1
filename1.htm

Morgan,
Lewis & Bockius LLP

One
Federal Street

Boston,
MA 02110

August
15, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Investment Management

100
F Street, NE

Washington,
D.C. 20549

Re:     Pioneer
Municipal High Income Advantage Fund, Inc. (File No. 811-21409)

Pioneer
Municipal High Income Fund, Inc. (File No. 811-21321)

Pioneer
Municipal High Income Opportunities Fund, Inc. (File No. 811-23699)

Ladies
and Gentlemen:

This
letter responds to comments we received from Ms. Valerie Lithotomos of the Staff of the Division of Investment Management of the Securities
and Exchange Commission (the “Commission”), regarding the preliminary proxy statement filed by each Registrant on August
9, 2024. Following are the Staff’s comments with respect to the preliminary proxy statements and the Registrants’ responses
thereto:

  1.
  Comment:
  The Staff noted that the Registrants
  state three times in each proxy statement that the Annual Meeting is “extremely important.” The Staff requested that the
  Registrants revise the disclosure to state that the Annual Meeting is “very important.”

  Response:
  The Registrants will revise the disclosure referenced
  by the Staff to state that the Annual Meeting is “very important.”

  2.
  Comment:
  The Staff requested that the Registrants confirm that
  each proxy statement discloses that the election of directors for one Fund is not contingent upon the election of directors for any
  other Fund.

  Response:
  The Registrants will add disclosure to clarify that the
  election of directors for one Fund is not contingent upon the election of directors for any other Fund.

  3.
  Comment:
  In the section of each proxy statement titled “Information
  Concerning the Meeting,” the Staff requested that the Registrants consider adding a statement such as “no, not at this
  time” to the beginning of the answer to the question: “Are stockholders being asked to consider any proposals related to
  the combination of the Funds’ adviser, Amundi Asset Management US, Inc. with Victory Capital Holdings, Inc. at the Annual Meeting?”

  Response:
  The Registrants will add the statements “No. Any
  request to consider such a proposal would happen at a later date.” to the beginning of the answer to the question “Are
  stockholders being asked to consider any proposals related to the combination of the Funds’ adviser, Amundi Asset Management
  US, Inc. with Victory Capital Holdings, Inc. at the Annual Meeting?”

  4.
  Comment:
  The Staff noted that the Registrants state in each proxy
  statement that the costs of the Funds’ proxy solicitation are estimated at approximately $1,400,000, and requested that the Registrants
  confirm such estimate.

  Response:
  The Registrants confirm that the costs of the Funds’
  proxy solicitation are estimated at approximately $1,400,000.

  5.
  Comment:
  The Staff noted that the Registrants state in each proxy
  statement that “abstentions and ‘broker non-votes,’ if any, will be treated as present for purposes of determining
  a quorum.” The Staff noted that the proposals are expected to be non-routine and requested that the Registrants remove from each
  proxy statement the statement that “broker non-votes” will be treated as present for purposes of determining a quorum.

  Response:
  The Registrants note that the disclosure referenced by
  the Staff is included to address the requirements of Item 21(b) of Schedule 14A, which requires the disclosure of the method by which
  votes will be counted, including the treatment and effect under applicable state law and Registrant charter and by-law provisions of
  abstentions and broker non-votes. The Registrants further note that each proxy statement states that “since it is not expected
  that any of the proposals being presented at the Annual Meeting will be routine, it is not expected that there will be any broker non-votes
  at the Annual Meeting. Accordingly, the Funds do not anticipate that there will be any broker non-votes included in the calculation
  of the number of shares represented at the Annual Meeting for purposes of determining whether a quorum has been achieved.” The
  Registrants respectfully submit that no change to the disclosure is required.

Please
call the undersigned at (617) 951-8458 with any questions.

Sincerely,

/s/
Jeremy Kantrowitz

Jeremy
Kantrowitz