Annual Report by Investment Company (Form N-CSR)

Table of Contents

Portfolio Management Discussion	2
Portfolio Summary	12
Prices and Distributions	13
Performance Update	14
Schedule of Investments	16
Financial Statements	44
Notes to Financial Statements	50
Report of Independent Registered Public Accounting Firm	73
Additional Information (unaudited)	75
Investment Objectives, Principal Investment Strategies and Principal Risks	76
Effects of Leverage	113
Approval of Renewal of Investment Management Agreement with Amundi Asset Management US, Inc. and Approval of Interim Investment Advisory Agreement with Victory Capital Management Inc.	115
Directors, Officers and Service Providers	126

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1

Portfolio Management Discussion | 4/30/25

Note to Stockholders: Effective April 1, 2025, Victory Capital Management Inc. ("Victory Capital") serves as the Adviser. See Note 10 to the Financial Statements for more information.

On May 6, 2025, the Board of Directors of the Fund approved a plan of liquidation of the Fund. The liquidation pursuant to the plan will be submitted to Fund stockholders for approval at a Special Meeting. The Board recommends that stockholders of the Fund vote for the liquidation of the Fund at the Special Meeting. The Fund has submitted a proxy statement to the U.S. Securities and Exchange Commission with respect to the proposal to liquidate the Fund. Copies of the Fund's proxy statement will also be mailed to each stockholder of record of the Fund. Stockholders are advised to read the Fund's proxy statement when it is available because it will contain important information.

In the following interview, Andrew Feltus, Jonathan Sharkey and Chin Liu discuss the factors that affected the performance of Pioneer Diversified High Income Fund, Inc. during the 12-month period ended April 30, 2025. Mr. Feltus, a Managing Director and Co-Director of High Yield, and a portfolio manager at Victory Capital, Mr. Sharkey, a senior vice president and a portfolio manager at Victory Capital, and Mr. Liu, Managing Director, Director of Insurance-Linked Securities (ILS) and Fixed-Income Solutions, and a portfolio manager at Victory Capital, are responsible for the day-to-day management of the Fund.

Q	How did the Fund perform during the 12-month period ended April 30, 2025?
A	Pioneer Diversified High Income Fund, Inc. returned 11.66% at net asset value (NAV) and 15.87% at market price during the 12-month period ended April 30, 2025. During the same 12-month period, the Fund's composite benchmark returned 8.15% at NAV. The Fund's composite benchmark is based on equal weights of the ICE Bank of America (ICE BofA) Global High Yield and Crossover Country Corporate and Government Index and the Morningstar/Loan Syndications & Trading Association (Morningstar/LSTA) Leveraged Loan Index.
	Individually, during the 12-month period ended April 30, 2025, the ICE BofA Global High Yield and Crossover Country Corporate and Government Index returned 10.13%, and the Morningstar/LSTA Leveraged Loan Index returned 6.16%. Unlike

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Please refer to the Schedule of Investments on pages 15 - 42 for a full listing of Fund securities.

All investments are subject to risk, including the possible loss of principal. In the past several years, financial markets have experienced increased volatility and heightened uncertainty. The market prices of securities may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic, political, or regulatory conditions, recessions, inflation, changes in interest or currency rates, lack of liquidity in the bond markets, the spread of infectious illness or other public health issues or adverse investor sentiment. These conditions may continue, recur, worsen or spread.

Investments in high-yield or lower-rated securities are subject to greater-than-average risk. The Fund may invest in securities of issuers that are in default or that are in bankruptcy.

Investing in foreign and/or emerging markets securities involves risks relating to interest rates, currency exchange rates, economic, and political conditions.

When interest rates rise, the prices of debt securities held by the Fund will generally fall. Conversely, when interest rates fall the prices of debt securities held by the Fund generally will rise. Investments held by the Fund are subject to possible loss due to the financial failure of the issuers of the underlying securities and the issuers' inability to meet their debt obligations.

The Fund may invest a significant amount of its total assets in illiquid securities. Illiquid securities may be difficult to dispose of at a price reflective of their value at the times when the Fund believes it is desirable to do so and the market price of illiquid securities is generally more volatile than that of more liquid securities. Illiquid securities also are more difficult to value, and investment of the Fund's assets in illiquid securities may restrict the Fund's ability to take advantage of market opportunities.

The Fund is authorized to borrow from banks and issue debt securities, which are forms of leverage. The Fund currently employs leverage through a credit agreement. Leverage creates significant risks, including the risk that the Fund's incremental income or capital appreciation for investments purchased with the proceeds of leverage will not be sufficient to cover the cost of the leverage, which may adversely affect the return for stockholders.

The Fund is required to maintain certain regulatory and other asset coverage requirements in connection with the use of leverage. In order to maintain required asset coverage levels, the Fund may be required to reduce the amount of leverage employed, alter the composition of the Fund's investment portfolio or take other actions at what might be inopportune times in the market. Such

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actions could reduce the net earnings or returns to stockholders over time, which is likely to result in a decrease in the market value of the Fund's shares.

Certain securities in which the Fund invests, including floating rate loans, once sold, may not settle for an extended period (for example, several weeks or even longer). The Fund will not receive its sale proceeds until that time, which may constrain the Fund's ability to meet its obligations.

The Fund may invest in insurance-linked securities. The return of principal and the right to additional payments from investments in insurance-linked securities are contingent on the non-occurrence of a predefined "trigger" event that leads to physical or economic loss, such as a hurricane or an aerospace catastrophe.

These risks may increase share price volatility.

Any information in this stockholders report regarding market or economic trends or the factors influencing the Fund's historical or future performance are statements of opinion as of the date of this report. Past performance is no guarantee of future results.

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Portfolio Diversification

(As a percentage of total investments)*

10 Largest Holdings

(As a percentage of total investments)*
1.	Liberty Mutual Insurance Co., 7.697%, 10/15/97 (144A)	3.17%
2.	Hercules LLC, 6.50%, 6/30/29	1.38
3.	US Acute Care Solutions LLC, 9.75%, 5/15/29 (144A)	1.18
4.	Limak Cimento Sanayi ve Ticaret AS, 9.75%, 7/25/29 (144A)	1.03
5.	Energean Plc, 6.50%, 4/30/27 (144A)	1.03
6.	Sammaan Capital, Ltd., 9.70%, 7/3/27 (144A)	1.00
7.	Gol Finance S.A., 14.824% (1 Month Term SOFR + 1,050 bps), 6/8/25 (144A)	0.97
8.	Prime Healthcare Services, Inc., 9.375%, 9/1/29 (144A)	0.90
9.	Global Aircraft Leasing Co., Ltd., 8.75%, 9/1/27 (144A)	0.89
10.	First Quantum Minerals, Ltd., 8.625%, 6/1/31 (144A)	0.89

* Excludes short-term investments and all derivative contracts except for options purchased. The Fund is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any securities.

†

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Prices and Distributions | 4/30/25

Market Value per Share

	4/30/25	4/30/24
Market Value	$11.72	$11.45
Discount	(5.02)%	(8.47)%

Net Asset Value per Share^

	4/30/25	4/30/24
Net Asset Value	$12.34	$12.51

Distributions per Share*

	Net Investment Income	Short-Term Capital Gains	Long-Term Capital Gains
5/1/24 - 4/30/25	$1.5025	$-	$-

Yields

	4/30/25	4/30/24
30-Day SEC Yield	10.40%	6.79%

The data shown above represents past performance, which is no guarantee of future results.

^ Net asset value and market value are published in on Saturday, on Monday and on Monday and S . Net asset value and market value are published daily on the Fund's website at www.pioneerinvestments.com.

* The amount of distributions made to stockholders during the period was in excess of the net investment income earned by the Fund during the period.

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13

Investment Returns

The mountain chart below shows the change in market value, including reinvestment of dividends and distributions, of a $10,000 investment made in common shares of Pioneer Diversified High Income Fund, Inc. during the periods shown, compared to that of the (50%/50%) ICE BofA Global High Yield & Crossover Country Corporate & Government Index (Global High Yield/CCC & G Index) and Morningstar/LSTA Leveraged Loan Index benchmark, and the two indices that comprise the composite benchmark.

Value of $10,000 Investment

Average Annual Total Return (As of April 30, 2025)
Period	Net Asset Value (NAV)	Market Price	50% ICE BofA Global High Yield/CCC & G Index/50% Morningstar/ LSTA Leveraged Loan Index	Morningstar/LSTA Leveraged Loan Index	ICE BofA Global High Yield/ CCC & G Index
10 Years	5.70%	5.73%	4.30%	4.88%	3.65%
5 Years	10.58	12.46	6.37	8.00	4.66
1 Year	11.66	15.87	8.15	6.16	10.13

Call 1-800-710-0935 or visit www.pioneerinvestments.com for the most recent month-end performance results. Current performance may be lower or higher than the performance data quoted.

Performance data shown represents past performance. Past performance is no guarantee of future results. Investment return and market price will fluctuate, and your shares may trade below NAV due to such factors as interest rate changes and the perceived credit quality of borrowers.

(Please see the following page for additional performance and expense disclosure.)

Total investment return does not reflect broker sales charges or commissions. All performance is for common shares of the Fund.

Shares of closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and, once issued, shares of closed-end funds are bought and sold in the open market through a stock exchange and frequently trade at prices lower than their NAV. NAV per common share is total assets less total liabilities, which include preferred shares or borrowings, as applicable, divided by the number of common shares outstanding.

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When NAV is lower than market price, dividends are assumed to be reinvested at the greater of NAV or 95% of the market price. When NAV is higher, dividends are assumed to be reinvested at prices obtained through open-market purchases under the Fund's dividend reinvestment plan.

The performance table and graph do not reflect the deduction of fees and taxes that a stockholder would pay on Fund distributions or the sale of Fund shares. Had these fees and taxes been reflected, performance would have been lower.

The ICE BofA GHY/CCC & G Index is an unmanaged index that tracks the performance of the below-and border-line investment-grade global debt markets denominated in the major developed market currencies. The Index includes sovereign issuers rated BBB1 and lower along with corporate issues rated BB1 and lower. There are no restrictions on issuer country of domicile. The Morningstar/LSTA Leveraged Loan Index provides broad and comprehensive total return metrics of the U.S. universe of syndicated term loans.

Index returns are calculated monthly, assume reinvestment of dividends and do not reflect any fees, expenses or sales charges.

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Shares						Value
	Common Stocks - 0.6% of Net Assets
	Communications Equipment - 0.1%
16,729(b)	Digicel International Finance Ltd.					$    142,199
	Total Communications Equipment					$ 142,199
	Financial Services - 0.1%
152,704(b) +	Unifin Financiera SAB de CV					$      9,344
1,669	WOM Equity					50,905
	Total Financial Services					$ 60,249
	Household Durables - 0.0% †
89,094(b)	Desarrolladora Homex SAB de CV					$          5
	Total Household Durables					$ 5
	Oil, Gas & Consumable Fuels - 0.0% †
6(b)	Amplify Energy Corp.					$         16
2,189(b)	Petroquest Energy, Inc.					284
	Total Oil, Gas & Consumable Fuels					$ 300
	Passenger Airlines - 0.4%
24,166(b)	Grupo Aeromexico SAB de CV					$    426,170
	Total Passenger Airlines					$ 426,170
	Professional Services - 0.0%
441,379(b) +	Atento S.A.					$         -
	Total Professional Services					$ -
	Total Common Stocks (Cost $518,273)					$ 628,923

Principal Amount USD ($)
	Asset Backed Securities - 4.8% of Net Assets
500,000	ACC Auto Trust, Series 2022-A, Class D, 10.07%, 3/15/29 (144A)					$    498,118
403,666	Ally Bank Auto Credit-Linked Notes, Series 2024-A, Class G, 12.748%, 5/17/32 (144A)					409,251
644,350	Ally Bank Auto Credit-Linked Notes, Series 2024-B, Class G, 11.395%, 9/15/32 (144A)					643,322
1,000,000	JPMorgan Chase Bank NA - CACLN, Series 2021-3, Class G, 9.812%, 2/26/29 (144A)					1,001,976
1,000,000(a)	MCF CLO VII LLC, Series 2017-3A, Class ER, 13.681% (3 Month Term SOFR + 941 bps), 7/20/33 (144A)					992,748
500,000(c) +	RMF Buyout Issuance Trust, Series 2022-HB1, Class M5, 4.50%, 4/25/32 (144A)					33,000

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Principal Amount USD ($)						Value
	REITS - (continued)
10,000	Uniti Group LP/Uniti Group Finance 2019, Inc./CSL Capital LLC, 6.50%, 2/15/29 (144A)					$      9,148
526,000	Uniti Group LP/Uniti Group Finance 2019, Inc./CSL Capital LLC, 10.50%, 2/15/28 (144A)					558,499
	Total REITS					$ 1,624,656
	Retail - 0.5%
510,000	Cougar JV Subsidiary LLC, 8.00%, 5/15/32 (144A)					$    528,838
	Total Retail					$ 528,838
	Telecommunications - 5.4%
695,000	Altice France Holding S.A., 6.00%, 2/15/28 (144A)					$    215,558
607,000	Altice France Holding S.A., 10.50%, 5/15/27 (144A)					188,182
200,000	Altice France S.A., 8.125%, 2/1/27 (144A)					183,062
445,000	Connect Finco S.a.r.l./Connect US Finco LLC, 9.00%, 9/15/29 (144A)					416,284
200,000	Iliad Holding SASU, 8.50%, 4/15/31 (144A)					210,966
850,000	Sprint LLC, 7.625%, 3/1/26					861,132
1,232,500	Total Play Telecomunicaciones S.A. de CV, 11.125%, 12/31/32 (144A)					1,109,691
1,195,000	Turkcell Iletisim Hizmetleri AS, 7.65%, 1/24/32 (144A)					1,195,435
EUR 560,000	Zegona Finance Plc, 6.75%, 7/15/29 (144A)					670,239
500,000	Zegona Finance Plc, 8.625%, 7/15/29 (144A)					531,710
	Total Telecommunications					$ 5,582,259
	Transportation - 1.9%
1,245,000	Carriage Purchaser, Inc., 7.875%, 10/15/29 (144A)					$  1,022,193
655,000	Danaos Corp., 8.50%, 3/1/28 (144A)					663,470
400,000	Simpar Europe S.A., 5.20%, 1/26/31 (144A)					308,500
	Total Transportation					$ 1,994,163
	Total Corporate Bonds (Cost $88,561,063)					$ 85,965,092

Shares
	Preferred Stock - 0.0% † of Net Assets
	Internet - 0.0% †
50,188(b)	MYT Holding LLC, 10.00%, 6/6/29					$     19,448
	Total Internet					$ 19,448
	Total Preferred Stock (Cost $91,625)					$ 19,448

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Shares						Value
	Right/Warrant - 0.0% † of Net Assets
	Trading Companies & Distributors - 0.0% †
GBP 6,475 (b)	Avation Plc, 1/1/59					$      2,718
	Total Trading Companies & Distributors					$ 2,718
	Total Right/Warrant (Cost $-)					$ 2,718

Principal Amount USD ($)
	Insurance-Linked Securities - 28.9% of Net Assets#
	Event Linked Bonds - 17.3%
	Earthquakes - California - 0.6%
250,000(a)	Sutter Re, 14.023%, (3 Month U.S. Treasury Bill + 975 bps), 6/19/26 (144A)					$    260,775
300,000(a)	Torrey Pines Re, 9.489%, (3 Month U.S. Treasury Bill + 522 bps), 6/5/26 (144A)					306,540
						$567,315
	Earthquakes - U.S. - 0.2%
250,000(a)	Ursa Re, 9.776%, (3 Month U.S. Treasury Bill + 550 bps), 12/6/25 (144A)					$    253,675
	Flood - U.S. - 0.7%
500,000(a)	FloodSmart Re, 18.286%, (3 Month U.S. Treasury Bill + 1,400 bps), 3/12/27 (144A)					$    509,900
250,000(a)	FloodSmart Re, 21.436%, (1 Month U.S. Treasury Bill + 1,715 bps), 3/11/26 (144A)					246,150
						$756,050
	Multiperil - Florida - 0.5%
500,000(a)	Sanders Re, 12.426%, (3 Month U.S. Treasury Bill + 814 bps), 6/5/26 (144A)					$    518,550
	Multiperil - U.S. - 5.8%
250,000(a)	Bonanza Re, 9.786%, (3 Month U.S. Treasury Bill + 550 bps), 12/19/27 (144A)					$    250,425
500,000(a)	Foundation Re, 10.523%, (3 Month U.S. Treasury Bill + 625 bps), 1/8/27 (144A)					504,950
250,000(a)	Four Lakes Re, 10.023%, (3 Month U.S. Treasury Bill + 575 bps), 1/7/27 (144A)					254,125
250,000(a)	Four Lakes Re, 13.773%, (3 Month U.S. Treasury Bill + 950 bps), 1/7/27 (144A)					258,975
250,000(a)	High Point Re, 10.026%, (3 Month U.S. Treasury Bill + 575 bps), 1/6/27 (144A)					251,225
250,000(a)	Merna Re II, 11.526%, (3 Month U.S. Treasury Bill + 725 bps), 7/7/27 (144A)					260,200

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Principal Amount USD ($)						Value
	Ukraine - (continued)
130,830(j)	Ukraine Government International Bond, 1.750%, 2/1/34 (144A)					$     65,212
93,450(j)	Ukraine Government International Bond, 1.750%, 2/1/35 (144A)					45,963
	Total Ukraine					$ 303,157
	Total Foreign Government Bonds (Cost $1,348,512)					$ 1,265,492

Shares
	SHORT TERM INVESTMENTS - 0.0% of Net Assets
	Open-End Fund - 0.0%
9,555(m)	Dreyfus Government Cash Management, Institutional Shares, 4.21%					$      9,555
						$9,555
	TOTAL SHORT TERM INVESTMENTS (Cost $9,555)					$ 9,555
	TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS - 140.2% (Cost $147,382,690)					$144,249,104
	OTHER ASSETS AND LIABILITIES - (40.2)%					$(41,387,230)
	net assets - 100.0%					$102,861,874

bps	Basis Points.
CMT	Constant Maturity Treasury.
EURIBOR	Euro Interbank Offered Rate.
FREMF	Freddie Mac Multifamily Fixed-Rate Mortgage Loans.
SOFR	Secured Overnight Financing Rate.
SOFR30A	Secured Overnight Financing Rate 30 Day Average.
(144A)	The resale of such security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold normally to qualified institutional buyers. At April 30, 2025, the value of these securities amounted to $114,346,738, or 111.2% of net assets.

(a)	Floating rate note. Coupon rate, reference index and spread shown at April 30, 2025.
(b)	Non-income producing security.
(c)	The interest rate is subject to change periodically. The interest rate and/or reference index and spread shown at April 30, 2025.

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(d)	Security represents the interest-only portion payments on a pool of underlying mortgages or mortgage-backed securities.
(e)	Security issued with a zero coupon. Income is recognized through accretion of discount.
(f)	Security is priced as a unit.
(g)	Payment-in-kind (PIK) security which may pay interest in the form of additional principal amount.
(h)	Security is perpetual in nature and has no stated maturity date.
(i)	Security is in default.
(j)	Debt obligation initially issued at one coupon which converts to a higher coupon at a specific date. The rate shown is the rate at April 30, 2025.
(k)	Issued as participation notes.
(l)	Issued as preference shares.
(m)	Rate periodically changes. Rate disclosed is the 7-day yield at April 30, 2025.
*	Senior secured floating rate loan interests in which the Fund invests generally pay interest at rates that are periodically re-determined by reference to a base lending rate plus a premium. These base lending rates are generally (i) the lending rate offered by one or more major European banks, such as SOFR, (ii) the prime rate offered by one or more major United States banks, (iii) the rate of a certificate of deposit or (iv) other base lending rates used by commercial lenders. The interest rate shown is the rate accruing at April 30, 2025.
+	Security is valued using significant unobservable inputs (Level 3).
#	Securities are restricted as to resale.

Restricted Securities	Acquisition date	Cost	Value
Alamo Re	4/12/2023	$250,000	$255,925
Alamo Re	4/4/2024	250,000	257,925
Alamo Re	4/4/2024	250,000	259,975
Alturas Re 2020-3	8/3/2020	-	-
Alturas Re 2021-3	8/16/2021	20,699	9,808
Alturas Re 2022-2	1/18/2022	-	19,968
Aquila Re	5/10/2023	250,000	257,750
Aquila Re	5/10/2023	250,000	259,875
Atlas Capital	5/17/2023	250,000	257,950
Atlas Re	5/24/2024	250,000	279,300
Ballybunion Re 2022	3/9/2022	-	-
Banbury-PI0050 Re 2024	8/19/2024	500,000	560,000
Bantry Re 2025	1/21/2025	926,107	935,688
Berwick Re 2020-1	9/24/2020	-	-
Berwick Re 2025	1/17/2025	910,239	933,522
Blue Ridge Re	11/14/2023	500,000	512,250
Bonanza Re	1/6/2023	250,000	253,625
Bonanza Re	12/16/2024	250,000	250,425
Brotherhood Re	1/22/2018	37,866	-
Cape Lookout Re	4/14/2023	250,000	255,600
Cape Lookout Re	2/27/2025	250,000	251,000

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Restricted Securities	Acquisition date	Cost	Value
Viribus Re 2019	3/25/2019	$-	$-
Viribus Re 2020	3/12/2020	24,541	7,392
Viribus Re 2022	4/18/2022	-	2,751
Walton Health Re 2019	7/18/2019	-	344
Walton Health Re 2022	7/13/2022	875	36,438
Total Restricted Securities			$29,738,821
% of Net assets			28.9%

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency Purchased	In Exchange for	Currency Sold	Deliver	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
EUR	2,370,000	USD	2,593,782	Citibank NA	6/26/25	$100,851
USD	736,952	EUR	670,000	Citibank NA	7/24/25	(26,110)
EUR	900,000	USD	940,600	HSBC Bank USA NA	5/22/25	80,319
EUR	1,165,000	USD	1,288,762	HSBC Bank USA NA	6/26/25	35,816
USD	401,391	GBP	310,000	HSBC Bank USA NA	6/27/25	(11,840)
USD	7,067,692	EUR	6,185,950	State Street Bank & Trust Co.	7/24/25	22,528
TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS						$201,564

FUTURES CONTRACTS
FIXED INCOME INDEX FUTURES CONTRACTS

Number of Contracts Long	Description	Expiration Date	Notional Amount	Market Value	Unrealized (Depreciation)
4	U.S. Ultra Bond (CBT)	6/18/25	$484,448	$484,125	$(323)
TOTAL FUTURES CONTRACTS			$484,448	$484,125	$(323)
CBT	Chicago Board of Trade.

Principal amounts are denominated in U.S. dollars ("USD") unless otherwise noted.

EUR - Euro

GBP - Great British Pound

IDR - Indonesian Rupiah

USD - United States Dollar

Purchases and sales of securities (excluding short-term investments and all derivative contracts except for options purchased) for the year ended April 30, 2025, aggregated $65,061,711 and $57,273,331, respectively.

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At April 30, 2025, the net unrealized depreciation on investments based on cost for federal tax purposes of $148,621,443 was as follows:

Aggregate gross unrealized appreciation for all investments in which there is an excess of value over tax cost	$6,547,282
Aggregate gross unrealized depreciation for all investments in which there is an excess of tax cost over value	(10,915,977)
Net unrealized depreciation	$(4,368,695)

Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels below.

Level 1	-	unadjusted quoted prices in active markets for identical securities.
Level 2	-	other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). See Notes to Financial Statements - Note 1A.
Level 3	-	significant unobservable inputs (including the Adviser own assumptions in determining fair value of investments). See Notes to Financial Statements - Note 1A.

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(continued)

The following is a summary of the inputs used as of April 30, 2025 in valuing the Fund's investments:

	Level 1	Level 2	Level 3	Total
Senior Secured Floating Rate Loan Interests	$-	$6,005,262	$-	$6,005,262
Common Stocks
Financial Services	-	50,905	9,344	60,249
Household Durables	5	-	-	5
Oil, Gas & Consumable Fuels	16	284	-	300
All Other Common Stocks	-	568,369	-	568,369
Asset Backed Securities	-	4,854,346	33,000	4,887,346
Collateralized Mortgage Obligations	-	2,850,247	-	2,850,247
Commercial Mortgage-Backed Securities	-	10,886,239	-	10,886,239
Convertible Corporate Bonds	-	1,989,961	-	1,989,961
Corporate Bonds	-	85,965,092	-*	85,965,092
Preferred Stock	-	19,448	-	19,448
Right/Warrant	2,718	-	-	2,718
Insurance-Linked Securities
Collateralized Reinsurance
Multiperil - Massachusetts	-	-	229,230	229,230
Multiperil - U.S.	-	-	1,200,783	1,200,783
Multiperil - Worldwide	-	-	2,337,629	2,337,629
Windstorm - North Carolina	-	-	4,325	4,325
Windstorm - U.S. Regional	-	-	12,829	12,829
Reinsurance Sidecars
Multiperil - U.S.	-	-	481,425	481,425
Multiperil - U.S. Regional	-	-	-*	-*
Multiperil - Worldwide	-	-	7,616,572	7,616,572
All Other Insurance-Linked Securities	-	17,856,028	-	17,856,028
Foreign Government Bonds	-	1,265,492	-	1,265,492
Open-End Fund	9,555	-	-	9,555
Total Investments in Securities	$12,294	$132,311,673	$11,925,137	$144,249,104
Other Financial Instruments
Credit Agreement	$-	$(43,325,000)	$-	$(43,325,000)
Net unrealized appreciation on forward foreign currency exchange contracts	-	201,564	-	201,564
Net unrealized depreciation on futures contracts	(323)	-	-	(323)
Total Other Financial Instruments	$(323)	$(43,123,436)	$-	$(43,123,759)

*	Securities valued at $0.

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The following is a reconciliation of assets valued using significant unobservable inputs (Level 3):

	Common Stocks	Asset Backed Securities	Corporate Bonds	Insurance- Linked Securities	Total
Balance as of 4/30/24	$50,188	$104,000	$-*	$11,596,456	$11,750,644
Realized gain (loss) (1)	-	-	-	(956,759)	(956,759)
Changed in unrealized appreciation (depreciation) (2)	91,235	(85,642)	(32,417)	85,122	58,298
Amortization Premium/Discount	-	14,642	0	(7,057,135)	(7,042,493)
Purchases	10,106	-	1,169	11,773,989	11,785,264
Sales	(0)	-	-	(3,558,880)	(3,558,880)
Transfers in to Level 3**	14	-	31,248	-	31,262
Transfers out of Level 3**	(142,199)	-	-	-	(142,199)
Balance as of 4/30/25	$9,344	$33,000	$0	$11,882,793	$11,925,137

(1)	Realized gain (loss) on these securities is included in the realized gain (loss) from investments on the Statement of Operations.
(2)	Unrealized appreciation (depreciation) on these securities is included in the change in unrealized appreciation (depreciation) from investments on the Statement of Operations.
*	Securities valued at $0
**	Transfers are calculated on the beginning of period values. During the year ended April 30, 2025, investments having aggregate value of $50,188 was transferred out of Level 3 to Level 2, as there was significant observable inputs available to determine their value. Securities valued at $31,262 were transferred from Level 2 to Level 3, due to valuing the securities using unobservable inputs. There were no other transfers between Levels 1,2 and 3.
Net change in unrealized appreciation (depreciation) of Level 3 investments still held and considered Level 3 at April 30, 2025:			$(169,942)

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FOR THE YEAR ENDED 4/30/25

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FOR THE YEAR ENDED 4/30/25

Cash Flows From Operating Activities
Net increase in net assets resulting from operations	$11,104,718
Adjustments to reconcile net decrease in net assets resulting from operations to net cash, restricted cash and foreign currencies from operating activities:
Purchases of investment securities	$(62,966,021)
Proceeds from disposition and maturity of investment securities	61,610,310
Net purchases of short term investments	(931,681)
Net accretion and amortization of discount/premium on investment securities	(392,383)
Net realized loss on investments in unaffiliated issuers	3,040,658
Change in unrealized appreciation on investments in unaffiliated issuers	(2,038,358)
Change in unrealized appreciation on forward foreign currency exchange contracts	(256,809)
Change in unrealized appreciation on other assets and liabilities denominated in foreign currencies	(11,956)
Decrease in due from broker for futures	1,250
Increase in dividends receivable	(3,101)
Increase in interest receivable	(112,367)
Increase in other assets	(1)
Decrease in variation margin for futures contracts	(1,250)
Increase in management fees payable	85,135
Increase in directors' fees payable	141
Increase in administrative expenses payable	7,519
Decrease in accrued expenses payable	(20,311)
Net cash, restricted cash and foreign currencies from operating activities	$9,115,493
Cash Flows Used In Financing Activities:
Borrowings received	2,000,000
Decrease in interest expense payable	(4,471)
Distributions to stockholders	(12,522,975)
Net cash flows used in financing activities	$(10,527,446)
Cash Impact From Foreign Exchange Fluctuations
Cash impact from foreign exchange fluctuations	$11,956
NET INCREASE (DECREASE) IN CASH, RESTRICTED CASH AND FOREIGN CURRENCIES	$(1,399,997)
Cash, Restricted Cash and Foreign Currencies:
Beginning of year*	$1,448,666
End of year*	$48,669
Cash Flow Information:
Cash paid for interest	$2,664,316

*	The following table provides a reconciliation of cash, restricted cash and foreign currencies reported within the Statement of Assets and Liabilities that sum to the total of the same such amounts shown in the Statement of Cash Flows:

	Year Ended 4/30/25	Year Ended 4/30/24
Cash	$833	$22,628
Foreign currenices, at value	5	1,389,222
Restricted cash**	47,831	36,816

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FOR THE YEAR ENDED 4/30/25

(continued)

	Year Ended 4/30/25	Year Ended 4/30/24
Total cash, restricted cash and foreign currencies shown in the Statement of Cash Flows	$48,669	$1,448,666

**	Restricted cash is shown on the Statement of Assets and Liabilities as Futures Collateral.

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	Year Ended 4/30/25	Year Ended 4/30/24	Year Ended 4/30/23	Year Ended 4/30/22	Year Ended 4/30/21
Per Share Operating Performance
Net asset value, beginning of period	$12.51	$11.73	$13.58	$15.67	$12.60
Increase (decrease) from investment operations:
Net investment income (loss)(a)	$1.47	$1.25	$1.13	$1.28	$1.25
Net realized and unrealized gain (loss) on investments	(0.14)	0.61	(1.78)	(2.05)	3.16
Net increase (decrease) from investment operations	$1.33	$1.86	$(0.65)	$(0.77)	$4.41
Distributions to stockholders:
Net investment income and previously undistributed net investment income	$(1.50)*	$(1.08)	$(1.16)*	$(1.32)*	$(1.34)*
Tax return of capital	-	-	(0.04)	-	-
Total distributions	$(1.50)	$(1.08)	$(1.20)	$(1.32)	$(1.34)
Net increase (decrease) in net asset value	$(0.17)	$0.78	$(1.85)	$(2.09)	$3.07
Net asset value, end of period	$12.34	$12.51	$11.73	$13.58	$15.67
Market value, end of period	$11.72	$11.45	$10.02	$12.30	$14.95
Total return at net asset value(b)	11.66%	17.95%	(3.46)%	(5.19)%	37.08%
Total return at market value(b)	15.87%	26.38%	(8.96)%	(9.99)%	49.94%
Ratios to average net assets of stockholders:
Total expenses plus interest expense(c)	3.97%	4.54%	3.42%	2.11%	2.06%
Net investment income available to stockholders	11.51%	10.42%	9.39%	8.42%	8.49%
Portfolio turnover rate	39%	31%	25%	46%	57%
Net assets, end of period (in thousands)	$102,862	$104,280	$97,770	$113,182	$130,594
Total amount of debt outstanding (in thousands)	$43,325	$41,325	$42,575	$54,950	$61,000
Asset coverage per $1,000 of indebtedness	$3,374	$3,523	$3,296	$3,060	$3,141

*	The amount of distributions made to stockholders during the year were in excess of the net investment income earned by the Fund during the year. The Fund has accumulated undistributed net investment income which is part of the Fund's net asset value ("NAV"). A portion of the accumulated net investment income was distributed to stockholders during the year. A decrease in distributions may have a negative effect on the market value of the Fund's shares.
(a)	The per common share data presented above is based upon the average common shares outstanding for the periods presented.
(b)	Total investment return is calculated assuming a purchase of common shares at the current net asset value or market value on the first day and a sale at the current net asset value or market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Fund's dividend reinvestment plan. Total investment return does not reflect brokerage commissions. Past performance is not a guarantee of future results.
(c)	Includes interest expense of 2.50%, 2.72%, 1.83%, 0.52% and 0.46%, respectively.

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Notes to Financial Statements | 4/30/25

1. Organization and Significant Accounting Policies

Pioneer Diversified High Income Fund, Inc. (the "Fund") is organized as a Maryland corporation. Prior to April 21, 2021, the Fund was organized as a Delaware statutory trust. On April 21, 2021, the Fund redomiciled to a Maryland corporation through a statutory merger of the predecessor Delaware statutory trust with and into a newly-established Maryland corporation formed for the purpose of effecting the redomiciling. The Fund was originally organized on January 30, 2007. Prior to commencing operations on May 30, 2007, the Fund had no operations other than matters relating to its organization and registration as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). The investment objective of the Fund is to seek a high level of current income and the Fund may, as a secondary objective, also seek capital appreciation to the extent that it is consistent with its investment objective.

Until April 1, 2025, Amundi Asset Management US, Inc., an indirect, wholly owned subsidiary of Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc., served as the the Fund's former investment adviser ("Amundi US"). Effective April 1, 2025, Victory Capital Management Inc. ("Victory Capital") serves as the Fund's investment adviser (the "Adviser"). See Note 10.

The Fund is required to comply with Rule 18f-4 under the 1940 Act, which governs the use of derivatives by registered investment companies. Rule 18f-4 permits funds to enter into derivatives transactions (as defined in Rule 18f-4) and certain other transactions notwithstanding the restrictions on the issuance of "senior securities" under Section 18 of the 1940 Act. Rule 18f-4 requires a Fund to establish and maintain acomprehensive derivatives risk management program, appoint a derivatives risk manager and comply with a relative or absolute limit on fund leverage risk calculated based on value-at-risk ("VaR"), unless the fund uses derivatives in only a limited manner (a "limited derivatives user"). The Fund is currently a limited derivatives user for purposes of Rule 18f-4.

The Fund adopted Financial Accounting Standards Board Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (ASU 2023-07) during the period. The Fund's adoption of the new standard impacted financial statement disclosures only and did not affect the Fund's financial position or results of operations. The management committee of the Adviser acts as the Fund's Chief Operations

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Decision Maker (CODM) who assesses performance and allocates resources with respect to the Fund. The Fund's operations constitute a single operating segment and therefore, a single reportable segment, because the Fund has a single investment strategy as disclosed in its prospectus, against which the CODM manages the business activities using information of the Fund as a whole, and assesses performance of the Fund. The financial information provided to and reviewed by the CODM is the same as that presented within the Fund's financial statements.

The Fund is an investment company and follows investment company accounting and reporting guidance under U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). U.S. GAAP requires the management of the Fund to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income, expenses and gain or loss on investments during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

A.	Security Valuation
	The net asset value of the Fund is computed once daily, on each day the New York Stock Exchange ("NYSE") is open, as of the close of regular trading on the NYSE.
	Fixed income securities are valued by using prices supplied by independent pricing services, which consider such factors as market prices, market events, quotations from one or more brokers, Treasury spreads, yields, maturities and ratings, or may use a pricing matrix or other fair value methods or techniques to provide an estimated value of the security or instrument. A pricing matrix is a means of valuing a debt security on the basis of current market prices for other debt securities, historical trading patterns in the market for fixed income securities and/or other factors. Non-U.S. debt securities that are listed on an exchange will be valued at the bid price obtained from an independent third party pricing service. When independent third party pricing services are unable to supply prices, or when prices or market quotations are considered to be unreliable, the value of that security may be determined using quotations from one or more broker-dealers.
	Loan interests are valued at the mean between the last available bid and asked prices from one or more brokers or dealers as obtained from Loan Pricing Corporation, an independent third party pricing service. If price information is not available from Loan Pricing Corporation, or if the

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	Operations. Tax returns filed within the prior three years remain subject to examination by federal and state tax authorities.
	The amount and character of income and capital gain distributions to stockholders are determined in accordance with federal income tax rules, which may differ from U.S. GAAP. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes. Capital accounts within the financial statements are adjusted for permanent book/tax differences to reflect tax character, but are not adjusted for temporary differences.
	At April 30, 2025, the Fund was permitted to carry forward indefinitely $4,111,480 of short-term losses and $60,139,186 of long-term losses.
	The tax character of distributions paid during the years ended April 30, 2025 and April 30, 2024, was as follows:

	2025	2024
Distributions paid from:
Ordinary income	$12,522,975	$9,001,540
Total	$12,522,975	$9,001,540

The following shows the components of distributable earnings (losses) on a federal income tax basis at April 30, 2025:

	2025
Distributable earnings/(losses):
Undistributed ordinary income	$967,411
Capital loss carryforward	(64,250,666)
Net unrealized depreciation	(4,368,695)
Total	$(67,651,950)

The difference between book basis and tax basis unrealized depreciation is primarily attributable to the mark to market on forward foreign currency exchange contracts, realization for tax purposes of unrealized gains on investments in passive foreign investment companies, the book/tax differences in the accrual of income on securities in default, adjustments relating to insurance-linked securities, perpetual bonds, and the premium amortization on callable bonds.

E.	Risks
	The value of securities held by the Fund may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic, political or regulatory conditions, recessions, the spread of infectious illness or other public health issues,

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	trading fees incurred with respect to the Plan Agent's open-market purchases. Participating in the Plan does not relieve stockholders from any federal, state or local taxes which may be due on dividends paid in any taxable year. Stockholders holding Plan shares in a brokerage account may be able to transfer the shares to another broker and continue to participate in the Plan.
K.	Statement of Cash Flows
	Information on financial transactions which have been settled through the receipt or disbursement of cash or restricted cash is presented in the Statement of Cash Flows. Cash as presented in the Fund's Statement of Assets and Liabilities includes cash on hand at the Fund's custodian bank and does not include any short-term investments. As of and for the year ended April 30, 2025, the Fund had restricted cash in the form of futures collateral on the Statement of Assets and Liabilities.

2. Investment Advisory Agreement

The Adviser manages the Fund's portfolio. Until April 1, 2025, Amundi US served as the Adviser. Management fees payable under the Fund's Investment Management Agreement with Amundi US were calculated daily and paid monthly at the annual rate of 0.85% of the Fund's average daily managed assets. "Managed assets" means (a) the total assets of the Fund, including any form of investment leverage, minus (b) all accrued liabilities incurred in the normal course of operations, which shall not include any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, and/or (iii) any other means. For the year ended April 30, 2025, the management fee was 0.85% of the Fund's average daily managed assets, which was equivalent to 1.20% of the Fund's average daily net assets.

Effective April 1, 2025, Victory Capital serves as the Adviser under an interim investment advisory agreement (the "Interim Advisory Agreement") (see note 10). The Interim Advisory Agreement will be in effect until the earlier of (i) stockholder approval of a new investment advisory agreement with Victory Capital or (ii) 150 days after April 1, 2025 (August 29, 2025). The terms of the Interim Advisory Agreement (including fees) are substantially the same as the terms of the Fund's investment advisory agreement with Amundi US. Investment advisory fees payable under the Interim Advisory Agreement will be held in escrow during the term of the Interim Advisory Agreement. At the end of the 150-day period, Victory Capital will be paid the lesser of (a) its costs incurred in performing its services under the Interim Investment Advisory Agreement and (b) the

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total amount of the escrow account, plus interest earned, if stockholders of the Fund do not approve a new investment advisory agreement with Victory Capital.

Effective April 1, 2025, Victory Capital has contractually agreed to reimburse expenses so that total annual fund operating expenses (excluding certain items such as interest, taxes, brokerage commissions) do not exceed 4.54%. These expense limitations are in effect through April 1, 2028.

In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Fund as administrative reimbursements. Reflected on the Statement of Assets and Liabilities is $102,008 in management fees payable to Amundi US at April 30, 2025.

3. Compensation of Officers and Directors

The Fund paid an annual fee to its Directors. Except for the chief compliance officer, the Fund did not pay any salary or other compensation to its officers. The Fund paid a portion of the chief compliance officer's compensation for his services as the Fund's chief compliance officer. The Adviser paid the remaining portion of the chief compliance officer's compensation. For the year ended April 30, 2025, the Fund paid $8,395 in Officers' and Directors' compensation, which is reflected on the Statement of Operations as Officers' and Directors' fees. At April 30, 2025, on its Statement of Assets and Liabilities, the Fund had a payable for Directors' fees of $1,019 and a payable for administrative expenses of $16,874, which includes the payable for Officers' compensation.

4. Transfer Agent

Equiniti Trust Company, LLC ("EQ"), formerly known as American Stock Transfer & Trust Company, serves as the transfer agent with respect to the Fund's common shares. The Fund pays EQ an annual fee as is agreed to from time to time by the Fund and EQ for providing such services.

In addition, the Fund reimbursed the transfer agent for out-of-pocket expenses incurred by the transfer agent related to stockholder communications activities such as proxy and statement mailings and outgoing phone calls.

5. Master Netting Agreements

The Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement ("ISDA Master Agreement") or similar agreement with substantially all of its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a

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counterparty that governs the trading of certain Over the Counter ("OTC") derivatives and typically contains, among other things, close-out and set- off provisions which apply upon the occurrence of an event of default and/or a termination event as defined under the relevant ISDA Master Agreement. The ISDA Master Agreement may also give a party the right to terminate all transactions traded under such agreement if, among other things, there is deterioration in the credit quality of the other party.

Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close-out all transactions under such agreement and to net amounts owed under each transaction to determine one net amount payable by one party to the other. The right to close out and net payments across all transactions under the ISDA Master Agreement could result in a reduction of the Fund's credit risk to its counterparty equal to any amounts payable by the Fund under the applicable transactions, if any. However, the Fund's right to set-off may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which each specific ISDA Master Agreement of each counterparty is subject.

The collateral requirements for derivatives transactions under an ISDA Master Agreement are governed by a credit support annex to the ISDA Master Agreement. Collateral requirements are generally determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to threshold (a "minimum transfer amount") before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund's custodian and cannot be sold, re- pledged, assigned or otherwise used while pledged. Cash that has been segregated to cover the Fund's collateral obligations, if any, will be reported separately on the Statement of Assets and Liabilities as "Swaps collateral". Securities pledged by the Fund as collateral, if any, are identified as such in the Schedule of Investments.

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Financial instruments subject to an enforceable master netting agreement, such as an ISDA Master Agreement, have been offset on the Statement of Assets and Liabilities. The following charts show gross assets and liabilities of the Fund as of April 30, 2025.

Counterparty	Derivative Assets Subject to Master Netting Agreement	Derivatives Available for Offset	Non-Cash Collateral Received(a)	Cash Collateral Received(a)	Net Amount of Derivative Assets(b)
Citibank NA	$100,851	$(26,110)	$-	$-	$74,741
HSBC Bank USA NA	116,135	(11,840)	-	-	104,295
State Street Bank & Trust Co.	22,528	-	-	-	22,528
Total	$239,514	$(37,950)	$-	$-	$201,564

Counterparty	Derivative Liabilities Subject to Master Netting Agreement	Derivatives Available for Offset	Non-Cash Collateral Pledged(a)	Cash Collateral Pledged(a)	Net Amount of Derivative Liabilities(c)
Citibank NA	$26,110	$(26,110)	$-	$-	$-
HSBC Bank USA NA	11,840	(11,840)	-	-	-
State Street Bank & Trust Co.	-	-	-	-	-
Total	$37,950	$(37,950)	$-	$-	$-

(a)	The amount presented here may be less than the total amount of collateral received/pledged, as the net amount of derivative assets and liabilities cannot be less than $0.
(b)	Represents the net amount due from the counterparty in the event of default.
(c)	Represents the net amount payable to the counterparty in the event of default.

6. Additional Disclosures about Derivative Instruments and Hedging Activities

The Fund's use of derivatives may enhance or mitigate the Fund's exposure to the following risks:

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.

Foreign exchange rate risk relates to fluctuations in the value of an asset or liability due to changes in currency exchange rates.

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Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange rate risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

Commodity risk relates to the risk that the value of a commodity or commodity index will fluctuate based on increases or decreases in the commodities market and factors specific to a particular industry or commodity.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at April 30, 2025, was as follows:

Statement of Assets and Liabilities	Interest Rate Risk	Credit Risk	Foreign Exchange Rate Risk	Equity Risk	Commodity Risk
Assets
Unrealized appreciation on forward foreign currency exchange contracts	$-	$-	$239,514	$-	$-
Total Value	$-	$-	$239,514	$-	$-
Liabilities
Net unrealized depreciation on futures contracts^	$323	$-	$-	$-	$-
Unrealized depreciation on forward foreign currency exchange contracts	-	-	37,950	-	-
Total Value	$323	$-	$37,950	$-	$-

^	Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only net variation margin is reported within the assets and/or liabilities on the Statement of Assets and Liabilities.

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The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure at April 30, 2025 was as follows:

Statement of Operations / Statement of Cash Flows	Interest Rate Risk	Credit Risk	Foreign Exchange Rate Risk	Equity Risk	Commodity Risk
Net Realized Gain (Loss) on
Futures contracts	$(29,991)	$-	$-	$-	$-
Forward foreign currency exchange contracts	-	-	(414,989)	-	-
Total Value	$(29,991)	$-	$(414,989)	$-	$-
Change in Net Unrealized Appreciation (Depreciation) on
Futures contracts	$31,125	$-	$-	$-	$-
Forward foreign currency exchange contracts	-	-	256,809	-	-
Total Value	$31,125	$-	$256,809	$-	$-

7. Fund Shares

There are 1,000,000,000 shares of common stock of the Fund ("common shares"), $0.001 par value per share authorized. Transactions in common shares for the year ended April 30, 2025 and the year ended April 30, 2024 were as follows:

	4/30/25	4/30/24
Shares outstanding at beginning of year	8,334,759	8,334,759
Shares outstanding at end of year	8,334,759	8,334,759

8. Credit Agreement

The Fund has entered into a Revolving Credit Facility (the "Credit Agreement") with the Toronto-Dominion Bank, NY. There is a $45,000,000 borrowing limit.

At April 30, 2025, the Fund had a borrowing outstanding under the Credit Agreement totaling $43,325,000. The interest rate charged at April 30, 2025 was 5.47%. During the year ended April 30, 2025, the average daily balance was $43,272,945 at an average interest rate of 6.15%.

Interest expense of $2,659,845 in connection with the Credit Agreement is included on the Statement of Operations.

The Fund is required to maintain 300% asset coverage with respect to amounts outstanding under the Credit Agreement. Asset coverage is calculated by subtracting the Fund's total liabilities not including the credit agreement, from the Fund's total assets and dividing such amount by the principal amount of the borrowing outstanding.

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The Credit Agreement renews on a daily basis in perpetuity. The bank or Fund may, at any time, deliver a termination notice, which becomes effective 179 days after its date of delivery.

9. Unfunded Loan Commitments

The Fund may enter into unfunded loan commitments. Unfunded loan commitments may be partially or wholly unfunded. During the contractual period, the Fund is obliged to provide funding to the borrower upon demand. A fee is earned by the Fund on the unfunded loan commitment and is recorded as interest income on the Statement of Operations. Unfunded loan commitments are fair valued in accordance with the valuation policy described in Note 1A and unrealized appreciation or depreciation, if any, is recorded on the Statement of Assets and Liabilities.

As of April 30, 2025, the Fund had no unfunded loan commitments outstanding.

10. Reorganization

Effective April 1, 2025, Amundi US, the Fund's former Adviser, was combined with Victory Capital Holdings, Inc., the parent company of Victory Capital (the "Transaction").

In connection with the Transaction, Fund stockholders were asked to approve a new investment advisory agreement with Victory Capital (the "New Advisory Agreement") at a special meeting originally scheduled for March 26, 2025 (the "Postponed Meeting"). The Fund postponed its meeting because it had not obtained a sufficient number of votes to approve the New Advisory Agreement.

Because stockholders did not approve the New Advisory Agreement prior to the closing of the Transaction, the Fund entered into an interim investment advisory agreement (the "Interim Advisory Agreement") with Victory Capital, which was approved by the Board and took effect upon the closing of the Transaction. The Interim Advisory Agreement allows Victory Capital to manage each Fund for up to 150 days following the closing of the Transaction (August 29, 2025). Please see Note 2. for additional information regarding the Interim Advisory Agreement.

After considering various options for the Fund, the Board has approved, and recommends that stockholders vote for, the liquidation of the Fund.

The Fund has filed a proxy statement with the U.S. Securities and Exchange Commission ("SEC") with respect to the proposal to liquidate the Fund. Copies of the Fund's proxy statement will be mailed to each stockholder of record of the Fund. Stockholders are advised to read the

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Fund's proxy statement because it contains important information. The proxy statement and other documents filed by the Fund are available free of charge on the SEC website, www.sec.gov.

In light of the Board's approval of a plan of liquidation for the Fund and its recommendation that stockholders of the Fund vote for liquidation pursuant to the plan, the Postponed Meeting will not be rescheduled.

11. Subsequent Events

On May 6, 2025, the Board of the Fund amended the Fund's bylaws to remove Article II, Section 13. That repealed Article II, Section 13 made the Fund subject to the Maryland Control Share Acquisition Act, which had the effect of limiting the voting rights in certain circumstances of a person who acquires more than a certain level of ownership of the Fund's common stock.

A monthly distribution was declared on May 5, 2025 of $0.1000 per share payable May 30, 2025, to stockholders of record on May 16, 2025.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Stockholders of Pioneer Diversified High Income Fund, Inc.:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Pioneer Diversified High Income Fund, Inc. (the "Fund"), including the schedule of investments, as of April 30, 2025, and the related statement of operations and statement of cash flows for the year then ended, the statements of changes in net assets and the financial highlights for each of the two years in the period then ended, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2025, and the results of its operations and cash flows for the year then ended, and the changes in net assets and financial highlights for each of the two years in the period then ended in conformity with accounting principles generally accepted in the United States of America. The financial highlights for the years ended April 30, 2023, 2022, and 2021 were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements and financial highlights in their report dated June 27, 2023.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.

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Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2025, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 25, 2025

We have served as the auditor of one or more of the Pioneer investment companies since 2024.

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Additional Information

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, its shares in the open market.

The percentages of the Fund's ordinary income distributions that are exempt from nonresident alien (NRA) tax withholding resulting from qualified interest income was 44.03%.

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Investment Objectives, Principal Investment Strategies and Principal Risks (unaudited)

CHANGES OCCURRING DURING THE MOST RECENT FISCAL YEAR

During the Fund's most recent fiscal year, there were no material changes to the Fund's investment objectives or policies that have not been approved by stockholders or in the principal risk factors associated with investment in the Fund.

INVESTMENT OBJECTIVES

The Fund's primary investment objective is to provide its common stockholders with a high level of current income. As a secondary investment objective, the Fund seeks capital appreciation to the extent consistent with its primary investment objective. The Fund's investment objectives are fundamental policies and may not be changed without the approval of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. There can be no assurance that the Fund will achieve its investment objectives.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests at least 80% of its managed assets (net assets plus borrowings or other leverage for investment purposes) in a diversified portfolio of below investment grade (high yield) debt securities, loans and preferred stocks. These securities are rated below investment grade by the national rating agencies that cover the obligations (i.e., Ba and below by Moody's or BB and below by S&P), or if unrated, are determined by the Adviser to be of comparable quality. Investment in securities of below investment grade quality, commonly referred to as "junk bonds," involves substantial risk of loss. "Junk bonds" are considered predominantly speculative with respect to the issuer's ability to pay interest and repay principal and are susceptible to default or decline in market value due to adverse economic and business developments.

The Fund will provide written notice to stockholders at least 60 days prior to any change to the requirement that it invest at least 80% of its managed assets in below investment grade (high yield) debt securities, loans and preferred stocks.

The Fund may invest in securities and other obligations of any credit quality, including those that are rated below investment grade or are unrated but determined by the Adviser to be of equivalent credit quality. The Fund does not have a policy of maintaining a specific average credit

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quality or a dollar-weighted average maturity target or range for its portfolio. The Fund may invest any portion of its assets in securities and other instruments of non-U.S. issuers, including emerging market issuers, and may engage in certain strategic transactions.

The Fund allocates its investments principally among three sectors of the fixed income securities markets: (i) below investment grade debt securities and preferred stocks of U.S. and non-U.S. issuers, including governmental and corporate issuers in emerging markets ("global high income debt securities"), (ii) floating rate loans and (iii) insurance-linked securities ("ILS"). ILS include event-linked bonds (also known as insurance-linked bonds or catastrophe bonds), quota share instruments (also known as "reinsurance sidecars"), collateralized reinsurance investments, industry loss warranties, event-linked swaps, securities of companies in the insurance or reinsurance industries, and other insurance- and reinsurance-related securities. ILS are typically rated below investment grade or unrated.

The Adviser believes that this actively managed, diversified portfolio of asset classes - global high yield debt securities, floating rate loans and ILS - may provide investors with a range of potential benefits across various market cycles and under various market conditions. These benefits include, among others, the potential to provide investors with a relatively high level of current income without undue risk as a result of the low correlation among these asset classes, reduced volatility due to limited exposure to interest rate and duration risk, as well as a favorable risk return profile. Specifically, the floating rate feature of both floating rate loans and ILS serves to reduce sensitivity to changes in prevailing interest rates. In addition, the introduction of ILS to the diversified portfolio enhances these benefits by reducing volatility, while providing the potential for above average returns. Moreover, the Fund's investments in ILS offer investors access to a unique asset class that otherwise may be unavailable to them. The Fund's investments nevertheless involve significant risks since the Fund invests at least 80% of its managed assets in below investment grade (high yield) debt securities, loans and preferred stocks.

The Adviser is responsible for managing the Fund's overall investment program, including allocating the Fund's investments among the different asset classes and managing the Fund's investments in global high income debt securities, floating rate loans and ILS. The Adviser considers both broad economic and issuer specific factors in selecting a portfolio designed to achieve the Fund's investment objectives. The Adviser selects individual securities based upon the terms of the securities (such as yields compared to U.S. Treasuries or comparable issues), liquidity and rating, sector and issuer diversification. The Adviser also employs due diligence and

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fundamental quantitative and qualitative research to assess an issuer's credit quality, taking into account financial condition and profitability, future capital needs, potential for change in rating, industry outlook, the competitive environment and management ability. The Adviser may sell a portfolio security when it believes the security no longer will contribute to meeting the Fund's investment objectives. The Adviser makes that determination based on the same criteria it uses to select portfolio securities. In making these portfolio decisions, the Adviser relies on the knowledge, experience and judgment of its staff and the staff of its affiliates who have access to a wide variety of research.

In selecting ILS for investment, the Adviser uses quantitative and qualitative analysis. The Adviser utilizes quantitative analysis in an effort to model portfolio risk and attribution. This modeling process is supported by use of a risk analytic system that is used by the insurance industry. The risk analytic system contains a database of historical and hypothetical catastrophic events and property structures that assists the Adviser in its efforts to model peril exposures at both the security and portfolio level. Among the factors considered in this process are expected loss and the probabilities of loss and maximum loss. The Adviser's qualitative analysis may consider various factors, such as trigger term (measurement of loss event specific to an instrument) or other terms of an instrument, sponsor quality, deal structure, alignment of interest between the Fund and the sponsoring insurance company, and model accuracy. The Adviser's analysis guides the Adviser in determining the desired allocation of reinsurance-related securities by issuer, peril and geographic exposure. The Adviser may rely on information and analysis obtained from brokers, dealers and ratings organizations, among other sources.

The Fund may use financial leverage on an ongoing basis for investment purposes by borrowing from banks through a revolving credit facility. Leverage creates special risks not associated with unleveraged funds having a similar investment objectives and policies. These include the possibility of higher volatility of both the net asset value of the Fund and the value of assets serving as asset coverage for the borrowing. The fees and expenses attributed to leverage, including any increase in the management fees, will be borne by holders of common shares. The Adviser intends only to leverage the Fund when it believes that the potential total return on additional investments purchased with the proceeds of leverage is likely to exceed the costs incurred in connection with the leverage. The Fund may not be leveraged at all times, and the amount of leverage, if any, may vary depending on a variety of factors, including the Adviser's outlook for

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interest rates and credit markets and the costs that the Fund would incur as a result of such leverage. The Fund's leveraging strategy may not be successful.

Although the Adviser considers ratings when making investment decisions, the Adviser performs its own credit and investment analysis and does not rely primarily on ratings assigned by rating services. In evaluating the attractiveness of a particular obligation, whether rated or unrated, the Adviser generally gives equal weight to the obligation's yield and the issuer's creditworthiness and will normally take into consideration, among other things, the issuer's financial resources and operating history, its sensitivity to economic conditions and trends, the availability of its management, its debt maturity schedules and borrowing requirements, and relative values based on anticipated cash flow, interest and asset coverage and earnings prospects.

Portfolio Contents

Global high yield debt securities.

Floating rate instruments.

Floating rate loans.

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Senior loans hold a senior position in the capital structure of the borrower. Having a senior position means that, if the borrower becomes insolvent, senior debtholders, like the Fund, will be paid before subordinated debtholders and stockholders of the borrower. Senior loans typically are secured by specific collateral.

Floating rate loans typically are structured and administered by a financial institution that acts as an agent for the holders of the loan. Loans can be acquired directly through the agent, by assignment from another holder of the loan, or as a participation interest in the loan. When the Fund is a direct investor in a loan, the Fund may have the ability to influence the terms of the loan, although the Fund does not act as the sole negotiator or originator of the loan. Participation interests are fractional interests in a loan issued by a lender or other financial institution. When the Fund invests in a loan participation, the Fund does not have a direct claim against the borrower and must rely upon an intermediate participant to enforce any rights against the borrower.

Insurance-linked securities

Event-linked bonds

The Fund may invest in "event-linked" bonds, which sometimes are referred to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are floating rate debt obligations for which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined "trigger" event, such as a hurricane or an earthquake of a specific magnitude. The trigger event's magnitude may be based on losses to a company or industry, industry indexes or readings of scientific instruments, or may be based on specified actual losses. If a trigger event, as defined within the terms of an event-linked bond occurs, the Fund may lose a portion or all of its accrued interest and/or principal invested in such event-linked bond. The Fund is entitled to receive principal and interest payments so long as no trigger event occurs of the description and magnitude specified by the instrument.

Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other U.S. or non-U.S. entities. Event-linked bonds are typically rated below investment grade or may be unrated. The rating for an event-linked bond primarily reflects the rating agency's calculated probability that a pre-defined trigger event will occur, which will cause a loss of principal. This rating may also assess the credit risk of the bond's collateral pool, if any, and the reliability of the model used to calculate the probability of a trigger event.

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The Fund's investments in event-linked bonds may have trigger events related to a broad range of insurance risks, which can be broken down into three major categories: natural risks, weather risks and non-natural events. Investments in event-linked bonds with trigger events related to natural risks will represent the largest portion of the Fund's event-linked bond investments. The events covered are natural catastrophes, such as hurricanes, other windstorms, earthquakes and fires. Investments in event-linked bonds linked to weather risks provide insurance to companies, or insurers of companies, whose sales depend on the weather and provide a hedge on the impact of weather-related risks. For example, a weather event-linked bond could provide coverage based on the average temperature in a region over a given period. Investments in event-linked bonds linked to non-natural risks could cover a much broader array of insurable risks, such as aerospace and shipping catastrophes.

The Fund may invest in other types of event-linked bonds where the trigger event may be based on company-wide losses ("indemnity triggers"), index-based losses ("index triggers") or a combination of triggers ("hybrid triggers").

Indemnity triggers.

Index triggers.

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- Parametric.

- Industry-loss.

- Modeled-loss.

Hybrid triggers.

Structured reinsurance investments

ILS include special purpose vehicles ("SPVs") or similar instruments structured to comprise a portion of a reinsurer's catastrophe-oriented business, known as quota share instruments (sometimes referred to as reinsurance sidecars), or to provide reinsurance relating to specific risks to insurance or reinsurance companies through a collateralized instrument, known as collateralized reinsurance. Quota share instruments and other structured reinsurance investments generally will be considered illiquid securities by the Fund. The Fund may invest substantially in illiquid securities.

Structured reinsurance investments developed along with event-linked bonds as a mechanism to facilitate risk-transfer from insurance markets to capital markets investors. These instruments are typically more customizable but less liquid investments than event-linked bonds. Like event-linked bonds, an investor in structured reinsurance investments participates in the premiums and losses associated with underlying reinsurance contracts. Where the instruments are based on the performance

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of underlying reinsurance contracts, the Fund has limited transparency into the underlying contracts and therefore must rely upon the risk assessment and sound underwriting practices of the insurer and/or reinsurer. Accordingly, it may be more difficult for the Adviser to fully evaluate the underlying risk profile of the Fund's structured reinsurance investments, and therefore the Fund's assets are placed at greater risk of loss than if the Adviser had more complete information. The instruments typically mature in one year.

The Fund invests indirectly in reinsurance contracts, by holding notes or preferred shares issued by a SPV or similar instrument whose performance is tied to an underlying reinsurance transaction, including quota share instruments. Quota share instruments are a form of proportional reinsurance in which an investor participates in the premiums and losses of a reinsurer's portfolio of catastrophe-oriented policies, according to a predefined percentage. For example, under a 10% quota share agreement, the SPV would be entitled to 10% of all premiums associated with a defined portfolio and be responsible for 10% of all related claims. The Fund, as a holder of a quota share issued by an SPV would be entitled to its pro rata share of premiums received by the SPV and would be responsible for its pro rata share of the claims, up to the total amount invested.

Collateralized reinsurance investments are privately structured securities or derivatives utilized to gain exposure to the reinsurance market. Collateralized reinsurance entails an SPV entering into a reinsurance arrangement that is then collateralized by invested capital and premiums related to the insurance coverage. The collateral is designed to cover in full the potential claims that could arise from the underlying reinsurance contract.

Structured reinsurance investments may include industry loss warranties ("ILWs"). ILWs are insurance-linked securities used to finance peak, nonrecurrent insurance risks, such as hurricanes, tropical storms and earthquakes. ILWs feature an industry loss index trigger, and, in some cases, a dual trigger design that includes a protection buyer indemnity trigger. A traditional ILW takes the form of a bilateral reinsurance contract, but there are also index products that take the form of derivatives, collateralized structures or exchange traded instruments. The common feature among these forms is that the payout trigger is based on an industry loss index or a parametric index. County-weighted industry loss warranties are variations of ILWs that provide reinsurance protection at a county level rather than state-wide or industry-wide losses.

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12 months. The pricing of reinsurance is also highly cyclical as premiums for reinsurance coverage are driven, in large part, by insurers' recent loss experience.

Other fixed income securities

The Fund's fixed-income securities may have fixed or variable principal payments and all types of interest rate and dividend payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in kind and auction rate features. The Fund may invest in fixed-income securities with a broad range of maturities. The Fund's investments also may include unsecured or subordinated loans, revolving credit facilities, investment grade fixed income securities, convertible securities and money market instruments, such as commercial paper. The Fund also may purchase other floating rate debt securities such as notes, bonds and asset-backed securities (such as securities issued by special purpose funds investing in bank loans).

The Fund may invest in zero coupon bonds, deferred interest bonds and bonds or preferred stocks on which the interest is payable in-kind (PIK bonds). To the extent the Fund invests in such instruments, they will not contribute to the Fund's primary goal of current income. Zero coupon and deferred interest bonds are debt obligations which are issued at a significant discount from face value. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. PIK bonds are debt obligations that provide that the issuer thereof may, at its option, pay interest on such bonds in cash or in the form of additional debt obligations. Such investments may experience greater volatility in market value due to changes in interest rates. The Fund may be required to accrue income on these investments for federal income tax purposes and is required to distribute its net income each year in order to qualify for the favorable federal income tax treatment potentially available to regulated investment companies. The Fund may be required to sell securities to obtain cash needed for income distributions.

The Fund may hold securities that are unrated or in the lowest ratings categories (rated C by Moody's or D by S&P). Because of the greater number of investment considerations involved in investing in high yield, high risk floating rate loans and bonds, the achievement of the Fund's objectives depends more on the Adviser's judgment and analytical abilities than would be the case if invested primarily in securities in the higher ratings categories. The Fund may purchase obligations issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code.

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While these investments are not a primary focus of the Fund, the Fund does not have a policy limiting such investments to a specific percentage of the Fund's assets.

Other debt securities in which the Fund may invest include: securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and custodial receipts therefor; securities issued or guaranteed by a foreign government or any of its political subdivisions, authorities, agencies or instrumentalities or by international or supranational entities; corporate debt securities, including notes, bonds and debentures; certificates of deposit and bankers' acceptances issued or guaranteed by, or time deposits maintained at, banks (including U.S. or foreign branches of U.S. banks or U.S. or foreign branches of foreign banks) having total assets of more than $1 billion; commercial paper; and mortgage related securities. These securities may be of any maturity. The value of debt securities can be expected to vary inversely with interest rates.

The Fund may invest any portion of its assets in securities and other instruments of non-U.S. issuers, including emerging market issuers, and may engage in hedging transactions.

Preferred securities.

Fixed rate preferred stocks have fixed dividend rates. They can be perpetual, with no mandatory redemption date, or issued with a fixed mandatory redemption date. Certain issues of preferred stock are convertible into other equity securities. Perpetual preferred stocks provide a fixed dividend throughout the life of the issue, with no mandatory retirement provisions, but may be callable. Sinking fund preferred stocks provide for the redemption of a portion of the issue on a regularly scheduled basis with, in most cases, the entire issue being retired at a future date. The value of fixed rate preferred stocks can be expected to vary inversely with interest rates.

Adjustable rate preferred stocks have a variable dividend rate which is determined periodically, typically quarterly, according to a formula based on a specified premium or discount to the yield on particular U.S. Treasury securities, typically the highest base-rate yield of one of three U.S. Treasury securities: the 90-day Treasury bill; the 10-year Treasury

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note; and either the 20-year or 30-year Treasury bond or other index. The premium or discount to be added to or subtracted from this base-rate yield is fixed at the time of issuance and cannot be changed without the approval of the holders of the adjustable rate preferred stock. Some adjustable rate preferred stocks have a maximum and a minimum rate and in some cases are convertible into common stock.

Auction rate preferred stocks pay dividends that adjust based on periodic auctions. Such preferred stocks are similar to short-term corporate money market instruments in that an auction rate preferred stockholder has the opportunity to sell the preferred stock at par in an auction, normally conducted at least every 49 days, through which buyers set the dividend rate in a bidding process for the next period. The dividend rate set in the auction depends on market conditions and the credit quality of the particular issuer. Typically, the auction rate preferred stock's dividend rate is limited to a specified maximum percentage of an external commercial paper index as of the auction date. Further, the terms of the auction rate preferred stocks generally provide that they are redeemable by the issuer at certain times or under certain conditions.

Convertible securities.

Zero coupon securities.

Mortgage- and asset-backed securities.

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The Fund may invest in commercial mortgage-backed securities ("CMBS"). CMBS are subject to the risks generally associated with mortgage-backed securities. CMBS may not be backed by the full faith and credit of the U.S. government and are subject to risk of default on the underlying mortgages. CMBS issued by non-government entities may offer higher yields than those issued by government entities, but also may be subject to greater volatility than government issues. CMBS react differently to changes in interest rates than other bonds and the prices of CMBS may reflect adverse economic and market conditions. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of CMBS.

The commercial mortgages underlying certain commercial mortgage-backed securities generally allow all or a substantial portion of the loan balance to be paid at maturity, commonly known as a balloon payment. Some mortgage loans restrict periodic adjustments by limiting changes in the borrower's monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization, where payments are less than the amount of principal and interest owed, with excess amounts added to the outstanding principal balance, which can extend the average life of the mortgage-backed securities.

The Fund may invest in credit risk transfer securities. Credit risk transfer securities are a type of mortgage-related security that transfers the credit risk related to certain types of mortgage-backed securities to the owner of the credit risk transfer security. Credit risk transfer securities are commonly issued by government-sponsored enterprises (GSEs), such as FNMA or FHLMC, but may also be issued by private entities such as banks or other financial institutions. Credit risk transfer securities issued by GSEs are unguaranteed and unsecured fixed or floating rate general obligations and are typically issued at par and have stated final maturities. In addition, GSE-issued credit risk transfer securities are structured so that: (i) interest is paid directly by the issuing GSE; and (ii) principal is paid by the issuing GSE in accordance with the principal payments and default performance of a pool of residential mortgage loans acquired by the GSE. In this regard, holders of GSE credit risk transfer securities receive compensation for providing credit protection to the GSE and, when a specified level of losses on the underlying mortgage loans occurs, the principal balance and certain payments owed to the holders of such GSE credit risk transfer securities may be reduced.

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transfer securities have no direct recourse to the underlying mortgage loans and will generally receive recovery on par with other unsecured note holders in such a scenario. The risks associated with an investment in credit risk transfer securities are different than the risks associated with an investment in mortgage-backed securities issued by FNMA and FHLMC, or other government sponsored enterprise or issued by a private issuer, because some or all of the mortgage default or credit risk associated with the underlying mortgage loans is transferred to investors. As a result, investors in these securities could lose some or all of their investment in these securities if the underlying mortgage loans default.

To the extent the Fund invests significantly in asset-backed and mortgage-related securities, its exposure to prepayment and extension risks may be greater than if it invested in other fixed income securities.

Certain debt instruments may only pay principal at maturity or may only represent the right to receive payments of principal or interest on underlying pools of mortgage or government securities, but not both. The value of these types of instruments may change more drastically than debt securities that pay both principal and interest during periods of changing interest rates. Principal only mortgage-backed securities generally increase in value if interest rates decline, but are also subject to the risk of prepayment. Interest only instruments generally increase in value in a rising interest rate environment when fewer of the underlying mortgages are prepaid. Interest only instruments could lose their entire value in a declining interest rate environment if the underlying mortgages are prepaid.

The Fund may invest in mortgage derivatives and structured securities. Mortgage derivatives or structured securities typically are not secured by real property. Because these securities have imbedded leverage features, small changes in interest or prepayment rates may cause large and sudden price movements. Mortgage derivatives can also become illiquid and hard to value in declining markets.

Inverse floating rate obligations.

Second lien loans and other subordinated securities.

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to more senior securities of the issuer. The investor in a subordinated security of an issuer is entitled to payment after other holders of debt in that issuer.

Collateralized debt obligations.

The Fund also may invest in CBOs, which are structured debt securities backed by a diversified pool of high yield, public or private fixed income securities. These may be fixed pools or may be "market value" (or managed) pools of collateral. The CBO issues debt securities that are typically separated into tranches representing different degrees of credit quality. The top tranche of securities has the greatest collateralization and pays the lowest interest rate. Lower CBO tranches have a lesser degree of collateralization quality and pay higher interest rates intended to compensate for the attendant risks. The bottom tranche specifically receives the residual interest payments (i.e., money that is left over after the higher tranches have been paid) rather than a fixed interest rate. The return on the lower tranches of a CBO is especially sensitive to the rate of defaults in the collateral pool. Under normal market conditions, the Fund expects to invest in the lower tranches of a CBO.

A CLO is a structured debt security issued by an SPV that was created to reapportion the risk and return characteristics of a pool of assets. The assets, typically floating rate loans, are used as collateral supporting the various debt tranches issued by the SPV. The key feature of the CLO structure is the prioritization of the cash flows from a pool of debt securities among the several classes of securities issued by a CLO.

Credit-linked notes.

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credit risk of the reference obligations and interest rate risk, the buyer/seller of the CLN is subject to counterparty risk.

Credit default swaps.

Credit default swaps involve greater risks than if the Fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risks. The Fund will enter into swap agreements only with counterparties that are rated investment grade quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness is believed by the Adviser to be equivalent to such rating. If an event of default were to occur, the value of the reference obligation received by the seller, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. When the Fund acts as a seller of a credit default swap agreement it is exposed to many of the same risks of leverage, since if an event of default occurs the seller must pay the buyer the full notional value of the reference obligation.

Event-linked swaps.

U.S. government securities.

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government securities include obligations: directly issued by or supported by the full faith and credit of the U.S. government, like Treasury bills, notes and bonds and GNMA certificates; supported by the right of the issuer to borrow from the U.S. Treasury, like those of the FHLBs; supported by the discretionary authority of the U.S. government to purchase the agency's securities like those of the FNMA; or supported only by the credit of the issuer itself, like the Tennessee Valley Authority. U.S. government securities include issues by non-governmental entities (like financial institutions) that carry direct guarantees from U.S. government agencies as part of government initiatives in response to the market crisis or otherwise. U.S. government securities include zero coupon securities that make payments of interest and principal only upon maturity and which therefore tend to be subject to greater volatility than interest-bearing securities with comparable maturities. Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of its agencies, such as securities issued by GNMA, this guarantee does not apply to losses resulting from declines in the market value of these securities. Some of the U.S. government securities that the Fund may hold are not guaranteed or backed by the full faith and credit of the U.S. government, such as those issued by FNMA and FHLMC.

Money market instruments.

Common stocks.

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focus primarily on the security's dividend paying capacity rather than on its potential for capital appreciation.

Other investment companies.

Derivatives.

•	In an attempt to hedge against adverse changes in the market prices of securities, interest rates or currency exchange rates
•	As a substitute for purchasing or selling securities
•	To attempt to increase the Fund's return as a non-hedging strategy that may be considered speculative
•	To manage portfolio characteristics (for example, the duration or credit quality of the Fund's portfolio)
•	As a cash flow management technique

The Fund may choose not to make use of derivatives for a variety of reasons, and any use may be limited by applicable law and regulations.

Repurchase Agreements.

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Additionally, if the counterparty becomes insolvent, there is some risk that the Fund will not have a right to the securities, or the immediate right to sell the securities.

PRINCIPAL RISKS

General.

Market price of shares

Whether investors will realize a gain or loss upon the sale of the Fund's Common Shares will depend upon whether the market value of the shares at the time of sale is above or below the price the investor paid, taking into account transaction costs, for the shares and is not directly dependent upon the Fund's net asset value. Because the market value of the Fund's shares will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors beyond the control of the Fund, the Fund cannot predict whether its Common Shares will trade at, below or above net asset value, or below or above the offering price for the shares.

Market risk.

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investor sentiment. If the market prices of the Fund's securities and assets fall, the value of your investment will go down. A change in financial condition or other event affecting a single issuer or market may adversely impact securities markets as a whole.

Changes in market conditions may not have the same impact on all types of securities. The value of securities may also fall due to specific conditions that affect a particular sector of the securities market or a particular issuer. In the past decade, financial markets throughout the world have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty. Governmental and non-governmental issuers have defaulted on, or been forced to restructure, their debts. These conditions may continue, recur, worsen or spread. Events that have contributed to these market conditions include, but are not limited to, major cybersecurity events; geopolitical events (including wars, terror attacks and economic sanctions); measures to address budget deficits; downgrading of sovereign debt; changes in oil and commodity prices; dramatic changes in currency exchange rates; global pandemics; and public sentiment. Some sectors of the economy and individual issuers have experienced or may experience particularly large losses. Periods of extreme volatility in the financial markets; reduced liquidity of many instruments; increased government debt, inflation and disruptions to supply chains, consumer demand and employee availability, may continue for some time.

Raising the ceiling on U.S. government debt has become increasingly politicized. Any failure to increase the total amount that the U.S. government is authorized to borrow could lead to a default on U.S. government obligations, with unpredictable consequences for economies and markets in the U.S. and elsewhere. Inflation and interest rates have increased and may rise further. These circumstances could adversely affect the value and liquidity of the Fund's investments and negatively impact the Fund's performance. In addition, inflation, rising interest rates, global supply chain disruptions and other market events could adversely affect the companies or issuers in which the Fund invests. Following Russia's invasion of Ukraine, Russian securities lost all, or nearly all, their market value. Other securities or markets could be similarly affected by past or future political, geopolitical or other events or conditions.

Governments and central banks, including the U.S. Federal Reserve, have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The consequences of high public debt, including its future impact on the economy and securities markets, may not be known for some time. U.S. Federal Reserve or other U.S. or non-U.S. governmental or central bank actions, including

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increases or decreases in interest rates, or contrary actions by different governments, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Fund invests. Policy and legislative changes in the U.S. and in other countries are affecting many aspects of financial regulation, and these and other events affecting global markets, such as the United Kingdom's exit from the European Union (or Brexit), potential trade imbalances with China or other countries, or sanctions or other government actions against Russia, other nations or individuals or companies (or their countermeasures), may contribute to decreased liquidity and increased volatility in the financial markets. The impact of these changes on the markets, and the implications for market participants, may not be fully known for some time.

The U.S. and other countries are periodically involved in disputes over trade and other matters, which may result in tariffs, investment restrictions and adverse impacts on affected companies and securities. For example, the U.S. has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the U.S. and its trading partners, as well as companies directly or indirectly affected and financial markets generally. The U.S. government has prohibited U.S. persons, such as the Fund, from investing in Chinese companies designated as related to the Chinese military. These and possible future restrictions could limit the Fund's opportunities for investment and require the sale of securities at a loss or make them illiquid. The Chinese government is involved in a longstanding dispute with Taiwan that has included threats of invasion. If the political climate between the U.S. and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund's assets may go down.

Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, armed conflict such as between Russia and Ukraine or in the Middle East, terrorism, natural disasters, infectious illness or public health issues, cybersecurity events, supply chain disruptions, sanctions against Russia, other nations or individuals or companies and possible countermeasures, and other circumstances in one country or region could have profound impacts on other countries or regions and on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries or regions directly affected, the value and liquidity of the Fund's

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investments may be negatively affected. The Fund may experience a substantial or complete loss on any security or derivative position.

High yield or "junk" bond risk

Interest rate risk.

Rising interest rates can lead to increased default rates, as issuers of floating rate securities find themselves faced with higher payments. Unlike fixed rate securities, floating rate securities generally will not increase in value if interest rates decline. Changes in interest rates also will affect the amount of interest income the Fund earns on its floating rate investments.

Credit risk.

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Prepayment or call risk.

Extension risk.

Risk of illiquid investments.

Portfolio selection risk.

Reinvestment risk.

Risks of investing in floating rate loans.

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When the Fund invests in a loan participation, the Fund does not have a direct claim against the borrower and must rely upon an intermediate participant to enforce any rights against the borrower. As a result, the Fund is subject to the risk that an intermediate participant between the Fund and the borrower will fail to meet its obligations to the Fund, in addition to the risk that the issuer of the loan will default on its obligations. Also the Fund may be regarded as the creditor of the agent lender (rather than the borrower), subjecting the Fund to the creditworthiness of the lender as well as the borrower.

There is less readily available, reliable information about most senior loans than is the case for many other types of securities. Although the features of senior loans, including being secured by collateral and having priority over other obligations of the issuer, reduce some of the risks of investment in below investment grade securities, the loans are subject to significant risks. The Adviser believes, based on its experience, that senior floating rate loans generally have more favorable loss recovery rates than most other types of below investment grade obligations. However, there can be no assurance that the Fund's actual loss recovery experience will be consistent with the Adviser's prior experience or that the senior loans in which the Fund invests will achieve any specific loss recovery rate.

The types of covenants included in loan agreements generally vary depending on market conditions, the creditworthiness of the issuer, the nature of the collateral securing the loan, and other factors. Loans may have restrictive covenants that limit the ability of a borrower to further encumber its assets. If a borrower fails to comply with the covenants included in a loan agreement, the borrower may default in payment of the loan.

Some of the loans in which the Fund may invest may be "covenant lite." Covenant lite loans contain fewer maintenance covenants, or no maintenance covenants at all, than traditional loans and may not include terms that allow the lender to monitor the financial performance of the borrower and declare a default if certain criteria are breached. This may expose the Fund to greater credit risk associated with the borrower and reduce the Fund's ability to restructure a problematic loan and mitigate potential loss. As a result the Fund's exposure to losses on such investments may be increased, especially during a downturn in the credit cycle.

Second lien loans generally are subject to similar risks as those associated with senior loans. Because second lien loans are subordinated or unsecured and thus lower in priority on payment to senior loans, they are subject to the additional risk that the cash flow of the borrower and property securing

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the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Second lien loans generally have greater price volatility than senior loans and may be less liquid.

Certain floating rate loans and other corporate debt securities involve refinancings, recapitalizations, mergers and acquisitions, and other financings for general corporate purposes. Other loans are incurred in restructuring or "work-out" scenarios, including debtor-in-possession facilities in bankruptcy. Loans in restructuring or similar scenarios may be especially vulnerable to the inherent uncertainties in restructuring processes. In addition, the highly leveraged capital structure of the borrowers in any of these transactions, whether acquisition financing or restructuring, may make the loans especially vulnerable to adverse economic or market conditions and the risk of default.

Loans to entities located outside of the U.S. may have substantially different lender protections and covenants as compared to loans to U.S. entities and may involve greater risks. The Fund may have difficulties and incur expense enforcing its rights with respect to non-U.S. loans and such loans could be subject to bankruptcy laws that are materially different than in the U.S.

Because affiliates of the Adviser may participate in the primary and secondary market for senior loans, limitations under applicable law may restrict the Fund's ability to participate in a restructuring of a senior loan or to acquire some senior loans, or affect the timing or price of such acquisition. Loans may not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections afforded by federal securities laws.

Collateral risk.

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used to pay other outstanding obligations of the borrower. Further, the Fund's access to collateral, if any, may be limited by bankruptcy law. To the extent that a loan is collateralized by stock of the borrower or its affiliates, this stock may lose all or substantially all of its value in the event of bankruptcy of the borrower. Loans that are obligations of a holding company are subject to the risk that, in a bankruptcy of a subsidiary operating company, creditors of the subsidiary may recover from the subsidiary's assets before the lenders to the holding company would receive any amount on account of the holding company's interest in the subsidiary.

Risk of disadvantaged access to confidential information.

Risks of subordinated securities

Issuer risk.

U.S. Treasury obligations risk.

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changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund's investments in obligations issued by the U.S. Treasury to decline.

U.S. government agency obligations risk.

Mortgage-related and asset-backed securities risk.

Risks of investing in collateralized debt obligations.

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101

interest rate, valuation, prepayment, extension and other risks of the obligations underlying the CDO and the tranche of the CDO in which the Fund invests. CDOs are subject to liquidity risk. Synthetic CDOs are also subject to the risks of investing in derivatives, such as credit default swaps, and leverage risk.

Risks of instruments that allow for balloon payments or negative amortization payments.

Risks of investing in insurance-linked securities.

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on the actual losses of the ceding sponsor (i.e., the party seeking reinsurance). Insurance-linked securities subject to indemnity triggers are often regarded as being subject to potential moral hazard, since such insurance-linked securities are triggered by actual losses of the ceding sponsor and the ceding sponsor may have an incentive to take actions and/or risks that would have an adverse effect on the Fund. For example, a ceding sponsor might inflate its total claims paid above the ILS trigger level in order to share its losses with investors in the ILS. Thus, bonds with indemnity triggers may be subject to moral hazard, because the trigger depends on the ceding sponsor to properly identify and calculate losses that do and do not apply in determining whether the trigger amount has been reached. In short, "moral hazard" refers to this potential for the sponsor to influence bond performance, as payouts are based on the individual policy claims against the sponsor and the way the sponsor settles those claims. There is no way to accurately predict whether a trigger event will occur and, accordingly, event-linked bonds and other insurance-linked securities carry significant risk. In addition to the specified trigger events, insurance-linked securities may expose the Fund to other risks, including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Insurance-linked securities are also subject to the risk that the model used to calculate the probability of a trigger event was not accurate and underestimated the likelihood of a trigger event. Insurance-linked securities may provide for extensions of maturity in order to process and audit loss claims in those cases when a trigger event has, or possibly has, occurred. Certain insurance-linked securities may have limited liquidity, or may be illiquid. Upon the occurrence or possible occurrence of a trigger event, and until the completion of the processing and auditing of applicable loss claims, the Fund's investment in an insurance-linked security may be priced using fair value methods. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the Fund may be forced to liquidate positions when it would not be advantageous to do so. Certain insurance-linked securities represent interests in baskets of underlying reinsurance contracts. The Fund has limited transparency into the individual contracts underlying certain insurance-linked securities, and therefore must rely on the risk assessment and sound underwriting practices of the insurer and/or reinsurer. Certain insurance-linked securities may be difficult to value.

Risks of investing in structured reinsurance investments.

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reinsurance relating to specific risks to insurance or reinsurance companies through a collateralized instrument, known as collateralized reinsurance. Quota shares instruments and other structured reinsurance investments generally will be considered illiquid securities by the Fund. Structured reinsurance investments are typically more customizable but less liquid investments than event-linked bonds. Like event-linked bonds, an investor in structured reinsurance investments participates in the premiums and losses associated with underlying reinsurance contracts. Structured reinsurance investments are subject to the same risks as event-linked bonds and other insurance-linked securities. In addition, because quota share instruments represent an interest in a basket of underlying reinsurance contracts, the Fund has limited transparency into the individual underlying contracts and therefore must rely upon the risk assessment and sound underwriting practices of the insurer and/or reinsurer. Structured reinsurance investments may be difficult to value.

ILS market and reinvestment risk.

Risks of zero coupon bonds, payment in kind, deferred and contingent payment securities.

Risks of non-U.S. investments

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liquid trading markets, extreme price volatility, currency risks, changes in economic, political, regulatory and social conditions, military conflicts and sanctions, terrorism, sustained economic downturns, financial instability, reduction of government or central bank support, inadequate accounting standards, auditing and financial recordkeeping requirements, tariffs, tax disputes or other tax burdens, nationalization or expropriation of assets, arbitrary application of laws and regulations or lack of rule of law, and investment and repatriation restrictions. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims. Lack of information and less market regulation also may affect the value of these securities. Withholding and other non-U.S. taxes may decrease the Fund's return. Non-U.S. issuers may be located in parts of the world that have historically been prone to natural disasters. Emerging market economies tend to be less diversified than those of more developed countries. They typically have fewer medical and economic resources than more developed countries and thus they may be less able to control or mitigate the effects of a pandemic. Investing in depositary receipts is subject to many of the same risks as investing directly in non-U.S. issuers. Depositary receipts may involve higher expenses and may trade at a discount (or premium) to the underlying security.

A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. In addition, the United Kingdom has withdrawn from the EU (commonly known as "Brexit"). Other countries may seek to withdraw from the EU and/or abandon the euro, the common currency of the EU. The range and potential implications of possible political, regulatory, economic, and market outcomes of Brexit cannot be fully known but could be significant, potentially resulting in increased volatility, illiquidity and potentially lower economic growth in the affected markets, which will adversely affect the Fund's investments.

If one or more stockholders of a supranational entity such as the World Bank fail to make necessary additional capital contributions, the entity may be unable to pay interest or repay principal on its debt securities.

Sanctions or other government actions against certain countries could negatively impact the Fund's investments in securities that have exposure to that country. Circumstances that impact one country could have profound impacts on other countries and on global economies or markets. China and other developing market countries may be subject to considerable degrees of economic, political and social instability. In addition, the U.S. government has imposed restrictions on U.S. investor participation in certain Chinese investments. These matters could adversely affect China's economy. In addition, China's long-running conflict over

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Taiwan's sovereignty, border disputes with many neighbors and historically strained relations with other Asian countries could result in military conflict that could adversely impact the economies of China and other Asian countries, disrupt supply chains, and severely affect global economies and markets.

Russia launched a large-scale invasion of Ukraine on February 24, 2022. In response to the military action by Russia, various countries, including the U.S., the United Kingdom, and European Union, issued broad-ranging economic sanctions against Russia and Belarus and certain companies and individuals. Russia has taken retaliatory actions, including preventing repatriation of capital by U.S. and other investors. Since then, Russian securities lost all, or nearly all, their market value, and many other issuers, securities and markets have been adversely affected. The ongoing conflict has resulted in significant market disruptions, including in certain markets, industries and sectors, such as the oil and natural gas markets, and negatively affected global supply chains, food supplies, inflation and global growth. The U.S. and other countries may impose sanctions on other countries, companies and individuals in light of Russia's military invasion. The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. These and any related events could have a significant impact on the value and liquidity of certain Fund investments, on Fund performance and the value of an investment in the Fund.

Currency risk.

Risks of convertible securities.

Preferred stocks risk.

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prospects. The market value of preferred stocks generally decreases when interest rates rise. Also, the market prices of preferred stocks are more sensitive to changes in the issuer's creditworthiness than are the prices of debt securities. Generally, under normal circumstances, preferred stocks do not carry voting rights. Preferred stocks may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than other securities. Preferred stocks of smaller companies may be more vulnerable to adverse developments than preferred stocks of larger companies.

Risks of investment in other funds.

Derivatives risk.

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costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

Credit default swap risk

Structured securities risk.

Forward foreign currency transactions risk.

Leveraging risk.

The Fund may use financial leverage on an ongoing basis for investment purposes by borrowing from banks through a revolving credit facility. The fees and expenses attributed to leverage, including any increase in the management fees, will be borne by holders of common shares. Since the Adviser's fee is based on a percentage of the Fund's managed assets, its fee will be higher if the Fund is leveraged, and the Adviser will thus have an incentive to leverage the Fund.

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Repurchase agreement risk.

Market segment risk.

Industries in the financials segment, such as banks, insurance companies and broker-dealers, may be sensitive to changes in interest rates, credit rating downgrades, decreased liquidity in credit markets, and general economic activity and are generally subject to extensive government regulation.

Valuation risk.

Cybersecurity risk.

Cash management risk.

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