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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2009 through March 31, 2010
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
--------------------------------------------------------------------------------
Pioneer High
Income Trust
--------------------------------------------------------------------------------
Annual Report | March 31, 2010
--------------------------------------------------------------------------------
Ticker Symbol: PHT
[LOGO]PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Schedule of Investments 11
Financial Statements 36
Notes to Financial Statements 41
Report of Independent Registered Public Accounting Firm 51
Approval of Investment Advisory Agreement 54
Trustees, Officers and Service Providers 58
Pioneer High Income Trust | Annual Report | 3/31/10 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have begun to recover over the past year
from one of their most tumultuous periods in history. This is a welcome relief,
and we are generally optimistic about the prospects for the economy going
forward. Still, challenges remain. Unemployment is high; consumer demand and
loan growth are weak; and housing has not returned to normal.
At Pioneer, we have long advocated the benefits of investing for the long term.
This strategy has generally performed well for many investors. Those who
remained invested in the market during the downturn have most likely seen their
portfolios start to recover over the past year, as the Dow Jones Industrial
Average climbed back from the depressed levels we saw in early 2009. Many bond
investors have similarly seen a strong rebound, with a broad-based recovery
occurring across many different fixed-income asset classes. The riskiest asset
classes, such as high-yield bonds, outperformed other fixed-income asset classes
during most of 2009.
At Pioneer, we are not changing the approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. While we see potential opportunities for making money in many corners of
the markets around the globe, it takes research and experience to separate solid
investment opportunities from speculation.
Following this difficult period, many investors are rethinking their approach to
investing and risk management. Some are questioning whether the basic investment
principles they were taught in the past are still useful in today's markets.
Complicating matters is that financial markets remain unpredictable. Our advice,
as always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs. There is no single best strategy that works for every
investor.
2 Pioneer High Income Trust | Annual Report | 3/31/10
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Pioneer High Income Trust | Annual Report | 3/31/10 3
Portfolio Management Discussion | 3/31/10
Signs that the domestic and global economies were rebounding encouraged fixed-
income investors to return to corporate bonds during the 12 months ended March
31, 2010. Credit-sensitive bonds had been selling at depressed levels at the
start of the 12-month period. However, as the economy appeared to improve,
demand increased for foreign and domestic high-yield and investment-grade
corporate bonds and emerging market debt, and their prices rebounded. In the
following interview, Andrew Feltus discusses the factors that influenced the
performance of Pioneer High Income Trust over the 12 months ended March 31,
2010. Mr. Feltus is a member of Pioneer's fixed-income team, which is
responsible for the daily management of the Trust.
Q How did Pioneer High Income Trust perform during the 12 months ended March
31, 2010?
A The Trust performed very well, helped by good security selection and the
ability to use a leveraged strategy -- employing borrowed funds -- that
added to results in a rising environment. For the 12 months ended March 31,
2010, Pioneer High Income Trust produced a total return of 114.64% at net
asset value and 119.69% at market price, with shares of the Trust selling
at a 16.3% premium to net asset value at the end of the period. The Trust's
benchmark, the Bank of America Merrill Lynch High Yield Master II Index
(the BOFA ML Index) returned 57.22% over the same 12-month period. On March
31, 2010, the Trust's 30-day SEC yield was 11.10%.
Q What were the principal factors that contributed to the Trust's performance
during the 12 months ended March 31, 2010?
A The 12-month period featured an unprecedented surge in domestic high-yield
corporate bond performance. Securities rated below investment-grade were
selling at distressed prices at the start of the period, consistent with
default rates even higher than those seen during the Great Depression. In
the ensuing months, the markets grew more confident that economic
conditions were not so dire and that the economy was likely to escape from
a prolonged recession. Investors moved back into the high-yield sector and
prices in the group rallied. By March 31, 2010, domestic high-yield
securities had recorded their best-ever performance for any 12-month
period, while international high-yield, emerging market debt and
investment-grade corporate securities also delivered robust returns.
Throughout the period, the Trust focused primarily on domestic high-yield
bonds, which represented 65.8% of the Trust's total investment portfolio at
the start of the period and 67.9% of the Trust's total investment portfolio
at
4 Pioneer High Income Trust | Annual Report | 3/31/10
period end. An additional 18.4% of the Trust's investment portfolio was
invested in international high-yield securities and emerging market debt,
both at the beginning and end of the Trust's fiscal year.
The strong returns achieved in those sectors were amplified by the Trust's
use of borrowed funds -- or leverage. The Trust was able to borrow money at
low interest rates and deploy those borrowed funds into the high-yield
sectors. At the start of the period on April 1, 2009, 43.6% of the Trust's
portfolio was leveraged; at the end of the period on March 31, 2010, 29.1%
was leveraged. The reduction in leverage reflected the increase in the
value of the invested assets.
Q What were your principal strategies during the 12 months ended March 31,
2010, and how did they influence the Trust's performance results?
A The Trust maintained a broadly diversified exposure to the high-yield
group. While we sought opportunities for price appreciation, we also tried
to maintain dividend distributions to shareholders. We tended to place
greater emphasis on the upper tiers of the high-yield universe,
overweighting the Trust's portfolio in B-rated debt and de-emphasizing the
lower-rated CCC group. During a period in which almost all high-yield
securities appreciated in value, the Trust's broad exposure to the sector
provided significant support to performance.
If there was one decision that held back results somewhat, it was the
Trust's underweighting of bonds rated CCC or below. Those very low-rated
securities generally performed even better than the overall high-yield
sector.
Q What individual securities had a particularly noteworthy influence on the
Trust's performance during the 12 months ended March 31, 2010?
A Over the period, we tended to tilt the Trust toward bonds of companies in
more economically sensitive, or cyclical industries, such as basic
materials and capital goods. Many of the investments performed particularly
well over the 12-month period.
Materials holdings that fared especially well included: Lyondell, a
chemicals company; Algoma, a Canadian steel corporation; and Noranda, a
U.S. aluminum producer. In capital goods, two standouts were: Lear, a
manufacturer of components for the automotive industry that was reorganized
after filing for bankruptcy; and Commercial Vehicle Group, a manufacturer
of parts for the truck industry. Bond holdings of Minerva and Grupo Bertin,
two Brazilian beef companies, also snapped back in price, aided by
improving conditions in emerging markets, rising commodity prices and the
appreciation in value of Brazil's currency.
Pioneer High Income Trust | Annual Report | 3/31/10 5
At the start of the period, we generally avoided the debt of financial
corporations, as firms in that sector were under severe stress because of
the credit crisis. However, when many investment-grade financial firms saw
their credit ratings downgraded, our fundamental credit research revealed
new opportunities. We raised the Trust's allocation to financial industry
bonds from approximately 4.5% of the investment portfolio at the start of
the period, to about 10% of the investment portfolio by the period's end.
Many of the Trust's financials holdings performed particularly well, adding
to the Trust's gains for the period. Individual contributors included
securities of Wells Fargo, State Street, PNC Financial, and Goldman Sachs.
On the negative side, the Trust's investments in securities from the health
care and utilities sectors, two less-cyclical groups, tended to
underperform the overall market, despite producing positive returns of 30%
or better during the year.
Also, even during a year of generally robust returns, some of the Trust's
individual investments performed poorly. The underperforming securities
included those backed by the Little Traverse Bay Native American casino in
Michigan, which defaulted, and Pegasystems, a software producer which also
defaulted on its bonds in January 2010 and is undergoing a restructuring.
Q What is your investment outlook?
A We see a period of sustained economic growth and rising corporate profits
during 2010, which should continue to support high-yield valuations. In the
domestic economy, we think the troubled housing market should stabilize and
retail sales and employment should start increasing, although improvement
is likely to be moderate. However, the yield spreads -- or yield advantages
over Treasuries -- of lower-rated securities now appear close to the
long-term market averages. Therefore, shareowners should not expect a
repeat of the results of the past 12 months.
We do have to be cautious, though, with the Federal Reserve Board
potentially poised to start raising short-term interest rates should
inflationary pressures start increasing.
In this environment, fundamental analysis and individual security selection
should be increasingly important to achieving good performance. We think
this type of market plays to Pioneer's long-term strengths in both credit
research and fundamental analysis.
Please refer to the Schedule of Investments on pages 11-35 for a full listing of
Trust securities.
6 Pioneer High Income Trust | Annual Report | 3/31/10
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk. The Trust 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 fixed-income securities in the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities in the Trust will generally rise. Investments in the
Trust are subject to possible loss due to the financial failure of underlying
securities and their inability to meet their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the times
when the Trust believes it is desirable to do so and their market price is
generally more volatile than that of more liquid securities. Illiquid securities
are also more difficult to value and investment of the Trust's assets in
illiquid securities may restrict the Trust's ability to take advantage of market
opportunities.
The Trust uses leverage through the issuance of preferred shares. Leverage
creates significant risks, including the risk that the Trust's income or capital
appreciation will not be sufficient to cover the cost of leverage, which may
adversely affect the return for the holders of common shares. Since February of
2008, regularly scheduled auctions for the Trust's preferred shares have failed
and preferred shareowners have not been able to sell their shares at auction.
The Board of Trustees of the Trust has considered, and continues to consider,
this issue.
The Trust is required to maintain certain regulatory and rating agency asset
coverage requirements in connection with its outstanding preferred shares. In
order to maintain required asset coverage levels, the Trust may be required to
alter the composition of its investment portfolio or take other actions, such as
redeeming preferred shares with the proceeds from portfolio transactions, at
what might be inopportune times in the market. Such actions could reduce the net
earnings or returns to holders of the Trust's common shares over time.
Risks of investing in the Trust are discussed in greater detail in the Trust's
original offering documents relating to its common shares and shareowner reports
issued from time to time.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes.
Pioneer High Income Trust | Annual Report | 3/31/10 7
Portfolio Summary | 3/31/10
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 75.1%
Temporary Cash Investments 6.9%
Convertible Bonds 5.2%
Municipal Bonds 3.8%
Common Stock 2.0%
Asset Backed Securities 1.8%
Floating Rate Loan Interests 1.4%
Sovereign Debt Obligations 1.3%
Collateralized Mortgage Obligations 1.1%
Convertible Preferred Stock 0.6%
Municipal Collateralized Debt Obligations 0.4%
Fixed Rate Loan Interests 0.2%
Rights/Warrants 0.2%
Portfolio Maturity
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
[THE FOLLOWING DATA IS A REPRESENTATION OF A PIE CHART IN THE PRINTED MATERIAL]
0-1 Year 11.2%
1-3 Years 27.3%
3-4 Years 31.8%
4-6 Years 22.0%
6-8 Years 2.2%
8+ Years 5.5%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)*
1. Xerox Capital Trust I, 8.0%, 2/1/27 2.32%
2. NCO Group, Inc., 11.875%, 11/15/14 1.65
3. Cia Brasileira de Bebida, 10.5%, 12/15/11 1.35
4. Cricket Communications, Inc., 9.375%, 11/1/14 1.30
5. Waste Services, Inc., 9.5%, 4/15/14 1.20
6. Exopack Holding Corp., 11.25%, 2/1/14 1.14
7. Graphic Packaging International, Inc., 9.5%, 8/15/13 1.14
8. PetroQuest Energy, Inc., 10.375%, 5/15/12 1.07
9. Kabel Deutschland GMBH, 10.75%, 7/1/14 1.07
10. Allmerica Financial Corp., 7.625%, 10/15/25 1.02
* This list excludes temporary cash and derivative investments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
8 Pioneer High Income Trust | Annual Report | 3/31/10
Prices and Distributions | 10/31/10
Market Value per Common Share
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---------------------------------------------
3/31/10 3/31/09
---------------------------------------------
$ 15.38 $ 8.03
---------------------------------------------
Net Asset Value per Common Share
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---------------------------------------------
3/31/10 3/31/09
---------------------------------------------
$ 13.23 $ 7.07
---------------------------------------------
Distributions per Common Share
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---------------------------------------------------------------
Net
Investment Short-Term Long-Term
Income Capital Gains Capital Gains
---------------------------------------------------------------
4/1/09-3/31/10 $ 1.6500 $ -- $ --
---------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/10 9
Performance Update | 3/31/10
Investment Returns
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The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust, compared to that of the Bank of America
Merrill Lynch High Yield Master II Index.
Cumulative Total Returns
(As of March 31, 2010)
--------------------------------------------------------
Net Asset Market
Period Value (NAV) Price
--------------------------------------------------------
Life-of-Trust
(4/26/02) 147.43% 174.78%
5 Years 57.00 97.25
1 Year 114.64 119.69
--------------------------------------------------------
[THE FOLLOWING DATA IS A REPRESENTATION OF A MOUNTAIN CHART IN THE PRINTED
MATERIAL]
Value of $10,000 Investment
Pioneer High Bank of America Merrill Lynch
Income Trust High Yield Master II Index
4/02 $10,000 $10,000
$10,409 $10,169
3/04 $13,980 $12,428
$15,758 $13,291
3/06 $17,478 $14,252
$19,957 $15,903
3/08 $18,476 $15,344
$11,527 $12,233
3/10 $27,477 $19,232
Call 1-800-225-6292 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 net asset value (NAV), due to such factors as
interest rate changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
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 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 includes preferred shares, divided by the number of common shares
outstanding.
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 under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
Index comparison begins April 30, 2002. The Bank of America Merrill Lynch High
Yield Master II Index is a commonly accepted measure of the performance of high
yield securities. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. The Index is not leveraged. You cannot invest directly in the Index.
10 Pioneer High Income Trust | Annual Report | 3/31/10
Schedule of Investments | 3/31/10
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S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 2.6% of Net Assets
TRANSPORTATION -- 0.1%
Airlines -- 0.1%
256,736 B/B1 Continental Airlines, Inc., Series B, 8.499%, 11/1/12 $ 251,602
-------------
Total Transportation $ 251,602
-------------------------------------------------------------------------------------------------------
BANKS -- 1.1%
Thrifts & Mortgage Finance -- 1.1%
606,923(a) AA/Aa2 ACE Securities Corp., 0.696%, 4/25/35 $ 582,867
531,442(a) AA+/Aa1 ACE Securities Corp., 0.846%, 12/25/34 380,444
385,936(a) B-/Ba1 Amortizing Residential Collateral Trust,
1.521%, 1/25/32 169,188
1,069,134(a) BB/Ba3 Aviation Capital Group Trust, 0.71%,
11/15/25 (144A) 588,024
280,000(a) CCC/Baa2 Bear Stearns Asset Backed Securities Trust,
0.696%, 1/25/47 95,960
215,232(a) AAA/A2 FBR Securitization Trust, 0.596%, 10/25/35 132,505
965,000(a) BBB/Ba1 Home Equity Asset Trust, 0.356%, 3/25/37 710,123
643,766(a) BB-/A2 Morgan Stanley Capital, Inc., 0.356%, 2/25/37 580,703
324,951(a) B/Baa2 Morgan Stanley Capital, Inc., 0.356%, 2/25/37 282,821
439,208(a) B-/Baa1 Residential Asset Securities Corp., 0.476%, 1/25/36 386,299
-------------
Total Banks $ 3,908,934
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DIVERSIFIED FINANCIALS -- 0.4%
Other Diversified Financial Services -- 0.2%
1,988,500(a) B/Caa1 Aircraft Finance Trust, 0.71%, 5/15/24 (144A) $ 785,458
239,283(a) BB-/Ba3 Aircraft Finance Trust, 0.73%, 5/15/24 (144A) 167,498
-------------
$ 952,956
-------------------------------------------------------------------------------------------------------
Specialized Finance -- 0.2%
850,000 BBB-/Baa3 Dominos Pizza Master Issuer LLC, 5.261%,
4/25/37 (144A) $ 767,788
-------------
Total Diversified Financials $ 1,720,744
-------------------------------------------------------------------------------------------------------
UTILITIES -- 1.0%
Multi-Utilities -- 1.0%
3,868,223 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 $ 3,713,494
-------------
Total Utilities $ 3,713,494
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TOTAL ASSET BACKED SECURITIES
(Cost $9,356,599) $ 9,594,774
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 11
Schedule of Investments | 3/31/10 (continued)
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S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE BACKED SECURITIES -- 1.7%
of Net Assets
CONSUMER SERVICES -- 0.4%
Restaurants -- 0.4%
300,000 BBB-/Baa3 DB Master Finance LLC, 5.779%, 6/20/31 (144A) $ 291,243
1,245,000 BB/Ba3 DB Master Finance LLC, 8.285%, 6/20/31 (144A) 1,121,596
-------------
Total Consumer Services $ 1,412,839
-------------------------------------------------------------------------------------------------------
BANKS -- 1.3%
Thrifts & Mortgage Finance -- 1.3%
835,000(a) A/Ba3 Carrington Mortgage Loan Trust, 0.346%, 10/25/36 $ 688,738
591,461(a) AA+/Ba3 Carrington Mortgage Loan Trust, 0.366%, 2/25/37 538,260
1,504,000(a) BBB+/B3 Carrington Mortgage Loan Trust, 0.446%, 2/25/37 815,101
202,677(a) A/NR Chase Commercial Mortgage Securities Corp.,
8.348%, 4/15/32 201,934
391,707(a) CCC/Ba2 Countrywide Alternative Loan Trust, 0.576%, 10/25/35 220,128
461,759(a) B/Baa3 Countrywide Alternative Loan Trust, 0.596%, 9/25/35 276,074
647,504(a) CCC/B3 Countrywide Alternative Loan Trust, 0.606%, 1/25/36 193,341
286,745(a) CCC/Ba1 Countrywide Home Loan Mortgage Pass Through Trust,
0.606%, 3/25/35 96,535
516,970(a) B+/B1 JPMorgan Mortgage Trust, 4.954%, 11/25/35 499,046
1,536,636(a) CC/Ca Luminent Mortgage Trust, 0.506%, 7/25/36 151,431
391,038(a) BBB-/Baa1 Structured Asset Mortgage Investments, Inc.,
0.556%, 9/25/45 226,485
891,403(a) AAA/Aa1 WaMu Mortgage Pass Through Certificates,
0.476%, 4/25/45 711,114
-------------
Total Banks $ 4,618,187
-------------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $7,417,643) $ 6,031,026
-------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 109.8%
of Net Assets
ENERGY -- 12.0%
Coal & Consumable Fuels -- 1.2%
1,350,000 BB/Ba3 Bumi Capital Pte, Ltd., 12.0%, 11/10/16 (144A) $ 1,474,875
2,329,000 BB-/B1 Drummond Co., Inc., 9.0%, 10/15/14 (144A) 2,398,870
640,000 B+/Caa1 Murray Energy Corp., 10.25%, 10/15/15 (144A) 656,000
-------------
$ 4,529,745
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.4%
2,982,936 NR/NR DDI Holding AS, 9.3%, 1/19/12 (144A) $ 2,878,533
500,000 B/B2 Hercules Offshore, Inc., 10.5%, 10/15/17 (144A) 498,750
1,900,000 B/B3 Pioneer Drilling Co., 9.875%, 3/15/18 (144A) 1,881,000
-------------
$ 5,258,283
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
12 Pioneer High Income Trust | Annual Report | 3/31/10
------------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 2.3%
3,000,000 B-/B3 Aquilex Holdings LLC/Aquilex Finance Corp., 11.125%,
12/15/16 (144A) $ 3,225,000
600,000(a)(b) NR/NR DP Producer AS, 0.0%, 12/5/11 (144A) 6,000
865,000 B+/B1 Expro Finance Luxembourg SCA, 8.5%,
12/15/16 (144A) 873,650
238,581(b) NR/NR Nexus 1 Pte, Ltd., 10.5%, 3/7/12 (144A) 2,386
NOK 4,600,000(b) NR/NR Petrojack AS, 11.0%, 4/19/10 85,247
385,386(a)(b) NR/NR PetroProd, Ltd., 0.0%, 1/12/12 (144A) 385
400,000(a) NR/NR Sevan Marine ASA, 3.524%, 5/14/13 (144A) 336,000
2,500,000 NR/NR Sevan Marine ASA, 9.25%, 12/20/11 (144A) 2,400,000
1,806,000 NR/NR Skeie Drilling & Production ASA, 11.25%,
3/8/13 (144A) 1,345,470
-------------
$ 8,274,138
------------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 5.8%
775,000 B+/B2 Berry Petroleum Co., 10.25%, 6/1/14 $ 854,438
390,000 BB/B1 Denbury Resources, Inc., 9.75%, 3/1/16 429,000
1,750,000 BB-/B2 Hilcorp Energy I LP, 9.0%, 6/1/16 (144A) 1,820,000
1,045,000 B/B3 Linn Energy LLC, 11.75%, 5/15/17 (144A) 1,186,075
2,020,000 B+/B3 Mariner Energy, Inc., 11.75%, 6/30/16 2,267,450
2,500,000 NR/NR Norse Energy Corp. ASA, 6.5%, 7/14/11 (144A) 2,237,500
NOK 3,000,000 NR/NR Norse Energy Corp. ASA, 10.0%, 7/13/10 495,308
NOK 5,000,000 NR/NR Norwegian Energy Co. AS, 12.9%, 11/20/14 876,055
945,000 B/B3 PetroHawk Energy Corp., 9.125%, 7/15/13 986,344
5,300,000 B/Caa1 PetroQuest Energy, Inc., 10.375%, 5/15/12 5,353,000
3,660,000 B-/B3 Quicksilver Resources, Inc., 7.125%, 4/1/16 3,477,000
1,250,000(c) B+/B3 SandRidge Energy, Inc., 8.625%, 4/1/15 1,218,750
-------------
$ 21,200,920
------------------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 1.0%
1,000,000 BB-/B3 Coffeyville Resources LLC, 10.875%, 4/1/17 (144A) $ 987,500
175,000 B/B2 Petroplus Finance, Ltd., 7.0%, 5/1/17 (144A) 150,500
2,215,000 BB+/Ba1 Tesoro Corp., 9.75%, 6/1/19 2,314,675
-------------
$ 3,452,675
------------------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.3%
350,000(a) BB/Ba1 Enterprise Products Operating LLC, 8.375%, 8/1/66 $ 355,250
945,000(a) BB/Ba1 Southern Union Co., 7.2%, 11/1/66 876,488
-------------
$ 1,231,738
-------------
Total Energy $ 43,947,499
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 13
Schedule of Investments | 3/31/10 (continued)
------------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
MATERIALS -- 17.4%
Aluminum -- 0.2%
1,200,000(b) NR/NR Asia Aluminum Holdings, Ltd., 8.0%,
12/23/11 (144A) $ 144,000
753,411(a)(c) CCC/Caa1 Noranda Aluminum Acquisition Corp.,
5.274%, 5/15/15 591,428
-------------
$ 735,428
------------------------------------------------------------------------------------------------------------------
Commodity Chemicals -- 2.9%
2,240,000(b) NR/NR ARCO Chemical Co., 9.8%, 2/1/20 $ 1,568,000
3,250,000 NR/NR Basell Finance Co., 8.1%, 3/15/27 (144A) 3,022,500
1,000,000 B/Ba3 Invista, 9.25%, 5/1/12 (144A) 1,012,500
4,500,000 BBB-/Ba1 Methanex Corp., 8.75%, 8/15/12 4,725,000
EURO 540,000(b) NR/NR Nell AF S.a.r.l., 8.375%, 8/15/15 (144A) 175,363
-------------
$ 10,503,363
------------------------------------------------------------------------------------------------------------------
Construction Materials -- 0.1%
585,000(n) C/Caa3 U.S. Concrete, Inc., 8.375%, 4/1/14 $ 345,150
------------------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 0.3%
EURO 350,000 CCC-/Caa3 Ineos Group Holdings Plc, 7.875%, 2/15/16 (144A) $ 371,766
925,000 CCC-/Caa3 Ineos Group Holdings Plc, 8.5%, 2/15/16 (144A) 763,125
-------------
$ 1,134,891
------------------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 2.5%
1,288,533(c) NR/NR Blaze Recycling & Metals LLC, 13.0%, 7/16/12 $ 1,030,827
2,890,000 B/B2 FMG Finance Pty., Ltd., 10.625%, 9/1/16 (144A) 3,330,725
4,070,000 BB+/Ba1 Teck Resources, Ltd., 10.25%, 5/15/16 4,843,300
-------------
$ 9,204,852
------------------------------------------------------------------------------------------------------------------
Forest Products -- 0.5%
1,584,000 BB/Ba2 Sino-Forest Corp., 10.25%, 7/28/14 (144A) $ 1,754,280
------------------------------------------------------------------------------------------------------------------
Materials -- 1.3%
5,690,000 CCC+/B3 AGY Holding Corp., 11.0%, 11/15/14 $ 4,893,400
------------------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 0.7%
2,500,000 CCC+/B2 AEP Industries, Inc., 7.875%, 3/15/13 $ 2,481,250
------------------------------------------------------------------------------------------------------------------
Paper Packaging -- 3.4%
2,225,838(d) NR/NR Corp Durango SAB de CV, 6.0%, 8/27/16 $ 1,819,623
2,795,000 CCC+/Caa1 Graham Packaging Co., 9.875%, 10/15/14 2,899,813
5,540,000(n) B-/B3 Graphic Packaging International, Inc., 9.5%, 8/15/13 5,678,500
2,250,000 B/NR U.S. Corrugated, Inc., 10.0%, 6/1/13 1,946,250
-------------
$ 12,344,186
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Annual Report | 3/31/10
---------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------------------
Paper Products -- 2.4%
2,000,000 B+/B1 Appleton Papers, Inc., 10.5%, 6/15/15 (144A) $ 1,990,000
645,000 B+/B1 Cellu Tissue Holdings, Inc., 11.5%, 6/1/14 719,175
405,000 BB/Ba3 Clearwater Paper Corp., 10.625%, 6/15/16 (144A) 449,550
5,450,000 B-/B3 Exopack Holding Corp., 11.25%, 2/1/14 5,681,625
-------------
$ 8,840,350
---------------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 0.8%
3,000,000(n) CCC+/Caa1 Hexion U.S. Finance Corp., 9.75%, 11/15/14 $ 3,060,000
---------------------------------------------------------------------------------------------------------------
Steel -- 2.3%
4,660,000(n) CCC+/Caa2 Algoma Acquisition Corp., 9.875%, 6/15/15 (144A) $ 4,287,200
2,400,000 BB+/Ba1 CSN Islands VIII Corp., 9.75%, 12/16/13 (144A) 2,808,000
1,250,000 B/B3 Severstal Columbus LLC, 10.25%, 2/15/18 (144A) 1,293,750
-------------
$ 8,388,950
-------------
Total Materials $ 63,686,100
---------------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 9.0%
Aerospace & Defense -- 1.9%
3,600,000 B-/NR Aeroflex, Inc., 11.75%, 2/15/15 $ 3,852,000
1,465,000 BB/Ba3 BE Aerospace, Inc., 8.5%, 7/1/18 1,563,887
620,000 BB+/Ba2 Bombardier, Inc., 8.0%, 11/15/14 (144A) 649,450
570,000 BB/Ba3 DigitalGlobe, Inc., 10.5%, 5/1/14 (144A) 614,175
295,000 B/B1 GeoEye, Inc., 9.625%, 10/1/15 (144A) 301,638
-------------
$ 6,981,150
---------------------------------------------------------------------------------------------------------------
Building Products -- 0.8%
1,935,000(b) NR/Ca Industrias Unidas SA de CV, 11.5%,
11/15/16 (144A) $ 1,006,200
1,790,000 B-/B3 Intcomex, Inc., 13.25%, 12/15/14 (144A) 1,807,900
-------------
$ 2,814,100
---------------------------------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 2.5%
570,000 BB-/Caa1 American Railcar Industries, Inc., 7.5%, 3/1/14 $ 544,350
3,250,000 CCC/Caa3 Commercial Vehicle Group, Inc., 8.0%, 7/1/13 2,600,000
3,975,000 B/B3 Hawk Corp., 8.75%, 11/1/14 3,975,000
1,524,000 BB-/Caa1 Manitowoc Co., Inc., 9.5%, 2/15/18 1,588,770
275,000 B-/B2 Titan International, Inc., 8.0%, 1/15/12 275,000
-------------
$ 8,983,120
---------------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.9%
3,180,000(b) NR/NR Indalex Holding Corp., 11.5%, 2/1/14 $ 35,775
3,889,000(o) CCC+/Caa2 Park-Ohio Industries, Inc., 8.375%, 11/15/14 3,432,042
-------------
$ 3,467,817
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 15
Schedule of Investments | 3/31/10 (continued)
------------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
Industrial Machinery -- 1.9%
2,440,000 B-/NR Industrias Metalurgicas Pescarmona SA, 11.25%,
10/22/14 (144A) $ 2,302,750
5,170,000 B-/B3 Mueller Water Products, Inc., 7.375%, 6/1/17 4,665,925
-------------
$ 6,968,675
------------------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.0%
500,000 B/B3 Avis Budget Car Rental LLC/Avis Budget Finance, Inc.,
9.625%, 3/15/18 (144A) $ 522,500
3,370,000 B/B1 Wesco Distribution, Inc., 7.5%, 10/15/17 3,289,962
-------------
$ 3,812,462
-------------
Total Capital Goods $ 33,027,324
------------------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 6.5%
Commercial Printing -- 0.7%
2,560,000 B/B2 Sheridan Acquisition Corp., 10.25%, 8/15/11 $ 2,540,800
------------------------------------------------------------------------------------------------------------------
Diversified Support Services -- 0.9%
4,450(e) NR/B3 MSX International UK, 12.5%, 4/1/12 (144A) $ 3,471,000
------------------------------------------------------------------------------------------------------------------
Environmental & Facilities Services -- 1.7%
2,180,000(b)(n) NR/NR Aleris International, Inc., 10.0%, 12/15/16 $ 9,810
315,000 B+/B2 Casella Waste Systems, Inc., 11.0%, 7/15/14 (144A) 337,838
1,275,000(a)(b) NR/NR Ohio Air Quality Development Authority Revenue,
7.29%, 6/8/22 (144A) 127,500
5,800,000(n) B-/Caa1 Waste Services, Inc., 9.5%, 4/15/14 5,974,000
-------------
$ 6,449,148
------------------------------------------------------------------------------------------------------------------
Office Services & Supplies -- 3.2%
11,830,000 BB/Baa3 Xerox Capital Trust I, 8.0%, 2/1/27 $ 11,606,567
-------------
Total Commercial & Professional Services $ 24,067,515
------------------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 2.2%
Air Freight & Logistics -- 1.2%
EURO 272,000 CCC-/Caa3 CEVA Group Plc, 10.0%, 12/1/16 (144A) $ 309,158
3,351,000 CCC/Caa1 CEVA Group Plc, 11.5%, 4/1/18 (144A) 3,449,893
720,000 CCC/Caa1 CEVA Group Plc, 11.625%, 10/1/16 (144A) 768,600
-------------
$ 4,527,651
------------------------------------------------------------------------------------------------------------------
Airlines -- 0.9%
965,000 BB-/Ba2 Delta Airlines, Inc., 9.5%, 9/15/14 (144A) $ 1,014,456
2,090,000 CCC+/B2 Delta Airlines, Inc., 12.25%, 3/15/15 (144A) 2,228,462
-------------
$ 3,242,918
------------------------------------------------------------------------------------------------------------------
Railroads -- 0.1%
393,000 B+/B2 Kansas City Southern de Mexico, 9.375%, 5/1/12 $ 402,825
-------------
Total Transportation $ 8,173,394
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/10
-------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 4.2%
Auto Parts & Equipment -- 3.8%
1,250,000(n) CCC+/Caa2 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) $ 1,331,250
2,761,300(c) CCC+/Caa2 Allison Transmission, Inc., 11.25%, 11/1/15 (144A) 2,944,236
4,760,000 CCC/Caa1 Stanadyne Corp., 10.0%, 8/15/14 4,355,400
1,500,000(d) CCC-/Caa3 Stanadyne Corp., 12.0%, 2/15/15 1,125,000
4,235,000(n) CCC+/Caa2 Tenneco Automotive, Inc., 8.625%, 11/15/14 4,298,525
-------------
$ 14,054,411
-------------------------------------------------------------------------------------------------------
Tires & Rubber -- 0.4%
1,165,000(n) B+/B1 Goodyear Tire & Rubber Co., 10.5%, 5/15/16 $ 1,258,200
-------------
Total Automobiles & Components $ 15,312,611
-------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 2.6%
Homebuilding -- 0.8%
3,060,000 B+/B1 Meritage Homes Corp., 6.25%, 3/15/15 $ 2,937,600
-------------------------------------------------------------------------------------------------------
Housewares & Specialities -- 1.8%
1,435,000 B/B3 Jarden Corp., 7.5%, 5/1/17 $ 1,454,731
3,690,000(n) B-/B3 Yankee Acquisition Corp., 8.5%, 2/15/15 3,800,700
1,500,000(n) CCC+/Caa1 Yankee Acquisition Corp., 9.75%, 2/15/17 1,548,750
-------------
$ 6,804,181
-------------
Total Consumer Durables & Apparel $ 9,741,781
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 3.0%
Casinos & Gaming -- 1.6%
1,650,000(b) NR/NR Buffalo Thunder Development Authority,
9.375%, 12/15/14 (144A) $ 218,625
975,000 B/B3 FireKeepers Development Authority,
13.875%, 5/1/15 (144A) 1,128,562
630,000 B/B3 Galaxy Entertainment Finance Co., Ltd.,
9.875%, 12/15/12 (144A) 656,775
4,500,000(b) NR/Ca Little Traverse Bay Bands of Odawa Indians, 10.25%,
2/15/14 (144A) 1,080,000
1,375,000(b) NR/NR Mashantucket Western Pequot Tribe, 8.5%,
11/15/15 (144A) 343,750
1,585,000 B+/B2 Pokagon Gaming Authority, 10.375%,
6/15/14 (144A) 1,664,250
275,000 BB-/B1 Scientific Games International, Inc., 9.25%, 6/15/19 290,813
740,000 B-/Caa1 Shingle Springs Tribal Gaming Authority, 9.375%,
6/15/15 (144A) 614,200
-------------
$ 5,996,975
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 17
Schedule of Investments | 3/31/10 (continued)
------------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 1.4%
1,750,000 B-/B3 StoneMor Operating LLC/Cornerstone Family Services/
Osiris Holdings, 10.25%, 12/1/17 (144A) $ 1,806,875
3,195,000(d) B/B3 Visant Holding Corp., 10.25%, 12/1/13 3,290,850
-------------
$ 5,097,725
-------------
Total Consumer Services $ 11,094,700
------------------------------------------------------------------------------------------------------------------
MEDIA -- 8.7%
Advertising -- 1.5%
2,690,000 B+/B2 MDC Partners, Inc., 11.0%, 11/1/16 (144A) $ 2,908,562
2,600,000 B-/Caa2 Sitel LLC/Sitel Finance Corp., 11.5%, 4/1/18 (144A) 2,619,500
-------------
$ 5,528,062
------------------------------------------------------------------------------------------------------------------
Broadcasting -- 5.4%
1,096,054 B/B2 CCH II LLC/CCH II Capital Corp., 13.5%, 11/30/16 $ 1,318,005
970,000 B/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 986,975
4,320,000 B/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 4,438,800
3,320,312(c) CCC+/Caa3 Intelsat Bermuda, Ltd., 11.5%, 2/4/17 3,403,320
2,500,000 BB-/B3 Intelsat Corp., 9.25%, 6/15/16 2,618,750
1,000,000 B+/B3 Intelsat Subsidiary Holding Co., Ltd., 8.5%, 1/15/13 1,015,000
535,000 B-/Caa1 Telesat Canada, 11.0%, 11/1/15 595,188
800,000 B-/Caa1 Telesat Canada, 12.5%, 11/1/17 920,000
5,112,294(c)(n) CCC/Caa2 Univision Communications, Inc., 9.75%,
3/15/15 (144A) 4,422,134
-------------
$ 19,718,172
------------------------------------------------------------------------------------------------------------------
Cable & Satelite -- 1.4%
EURO 3,750,000 B+/B2 Kabel Deutschland GMBH, 10.75%, 7/1/14 $ 5,327,858
------------------------------------------------------------------------------------------------------------------
Publishing -- 0.4%
1,400,000 CCC+/Caa2 TL Acquisitions, Inc., 10.5%, 1/15/15 (144A) $ 1,344,000
-------------
Total Media $ 31,918,092
------------------------------------------------------------------------------------------------------------------
RETAILING -- 3.8%
Automotive Retailing -- 1.0%
3,475,000 B-/Caa1 Sonic Automotive, Inc., 8.625%, 8/15/13 $ 3,574,906
------------------------------------------------------------------------------------------------------------------
Distributors -- 0.1%
475,000(n) B-/B3 Minerva Overseas II, Ltd., 10.875%,
11/15/19 (144A) $ 512,406
------------------------------------------------------------------------------------------------------------------
Internet Retailing -- 1.3%
4,340,000 BB-/Ba3 Ticketmaster Entertainment, Inc., 10.75%, 8/1/16 $ 4,839,100
------------------------------------------------------------------------------------------------------------------
Specialty Stores -- 1.4%
4,615,000(n) B-/Caa1 Sally Holdings LLC, 10.5%, 11/15/16 $ 5,030,350
-------------
Total Retailing $ 13,956,762
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/10
-------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 4.2%
Brewers -- 1.8%
5,885,000 BBB+/Baa1 Cia Brasileira de Bebida, 10.5%, 12/15/11 $ 6,753,037
-------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 1.4%
775,000 B-/B1 Bertin, Ltd., 10.25%, 10/5/16 (144A) $ 863,350
1,500,000 B-/B3 FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc.,
9.875%, 2/1/20 (144A) 1,398,644
500,000 B+/B1 Marfrig Overseas, Ltd., 9.625%, 11/16/16 (144A) 527,500
2,410,000 B-/B3 Minerva Overseas, Ltd., 9.5%, 2/1/17 (144A) 2,482,300
-------------
$ 5,271,794
-------------------------------------------------------------------------------------------------------
Tobacco -- 1.0%
3,450,000 B+/B2 Alliance One International, Inc., 10.0%,
7/15/16 (144A) $ 3,605,250
-------------
Total Food, Beverage & Tobacco $ 15,630,081
-------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.3%
Personal Products -- 0.3%
1,050,000 B-/B3 Revlon Consumer Products Corp., 9.75%,
11/15/15 (144A) $ 1,084,125
-------------
Total Household & Personal Products $ 1,084,125
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 6.3%
Health Care Equipment & Services -- 0.8%
2,875,000 CCC+/Caa2 Accellent, Inc., 10.5%, 12/1/13 $ 2,918,125
-------------------------------------------------------------------------------------------------------
Health Care Facilities -- 2.1%
535,000 B-/Caa1 HCA, Inc., 6.25%, 2/15/13 $ 530,988
3,308,147(c) BB-/B2 HCA, Inc., 9.625%, 11/15/16 3,543,852
110,000 BB-/B2 HCA, Inc., 9.875%, 2/15/17 (144A) 119,900
3,725,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%, 7/15/17 (144A) 3,706,375
-------------
$ 7,901,115
-------------------------------------------------------------------------------------------------------
Health Care Services -- 0.5%
1,105,000 B+/Ba2 AMR HoldCo, 10.0%, 2/15/15 $ 1,160,941
601,000 B-/B3 BioScrip, Inc., 10.25%, 10/1/15 (144A) 611,518
-------------
$ 1,772,459
-------------------------------------------------------------------------------------------------------
Health Care Supplies -- 1.7%
1,000,000 B/Caa1 Bausch & Lomb, Inc., 9.875%, 11/1/15 $ 1,057,500
4,085,000(c) B-/B3 Biomet, Inc., 10.375%, 10/15/17 4,483,287
615,000 B-/B3 Inverness Medical Innovations, Inc., 9.0%, 5/15/16 627,300
-------------
$ 6,168,087
-------------------------------------------------------------------------------------------------------
Managed Health Care -- 1.2%
4,400,000 B-/Caa1 Multiplan, Inc., 10.375%, 4/15/16 (144A) $ 4,532,000
-------------
Total Health Care Equipment & Services $ 23,291,786
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 19
Schedule of Investments | 3/31/10 (continued)
----------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE SCIENCES -- 1.7%
Life Sciences Tools & Services -- 0.5%
915,000(c) B/Caa1 Catalent Pharma Solutions, Inc., 9.5%, 4/15/15 $ 898,988
925,000 B+/B3 PharmaNet Development Group, Inc., 10.875%,
4/15/17 (144A) 925,000
-------------
$ 1,823,988
----------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 1.2%
1,050,000 B/B2 Phibro Animal Health Corp., 10.0%, 8/1/13 (144A) $ 1,090,688
3,070,000 CCC+/Caa1 Phibro Animal Health Corp., 13.0%, 8/1/14 (144A) 3,185,125
-------------
$ 4,275,813
-------------
Total Pharmaceuticals & Biotechnology
& Life Sciences $ 6,099,801
----------------------------------------------------------------------------------------------------------
BANKS -- 1.2%
Diversified Banks -- 0.1%
400,000(a) NR/Ba2 Banco Macro SA, 10.75%, 6/7/12 $ 283,500
----------------------------------------------------------------------------------------------------------
Regional Banks -- 1.1%
1,225,000(a)(f) BBB/Baa3 PNC Financial Services Group, Inc., 8.25% $ 1,268,262
1,790,000(a) BBB+/Baa1 State Street Capital Trust III, 8.25%, 3/15/42 1,852,668
750,000(a)(f) A-/Ba1 Wells Fargo Capital XV, 9.75% 840,000
-------------
$ 3,960,930
-------------
Total Banks $ 4,244,430
----------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 4.7%
Asset Management & Custody Banks -- 0.4%
575,000(a) BB+/Baa3 Janus Capital Group, Inc., 6.5%, 6/15/12 $ 594,748
975,000(a) BB+/Baa3 Janus Capital Group, Inc., 6.95%, 6/15/17 969,375
-------------
$ 1,564,123
----------------------------------------------------------------------------------------------------------
Consumer Finance -- 0.5%
1,750,000 B-/B1 Ford Motor Credit Co., LLC, 7.875%, 6/15/10 $ 1,766,275
----------------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.4%
300,000 B/NR Cemex Finance LLC, 9.5%, 12/14/16 (144A) $ 310,500
1,325,000(a)(f) BBB/Baa2 Goldman Sachs Capital II, 5.793% 1,122,937
-------------
$ 1,433,437
----------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 0.1%
250,000(a) BB-/NR Ibis Re, Ltd., 10.507%, 5/10/12 (144A) $ 273,400
----------------------------------------------------------------------------------------------------------
Specialized Finance -- 3.3%
2,830,000 B-/Caa1 ACE Cash Express, Inc., 10.25%, 10/1/14 (144A) $ 2,327,675
500,000 BB/Baa3 Capital One Capital V, 10.25%, 8/15/39 592,343
300,000(a) B-/NR Montana Re, Ltd., 13.502%, 12/7/12 (144A) 303,570
695,000 B+/B2 National Money Mart Co., 10.375%,
12/15/16 (144A) 735,831
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/10
----------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------------
Specialized Finance -- (continued)
9,000,000 CCC+/Caa1 NCO Group, Inc., 11.875%, 11/15/14 $ 8,235,000
-------------
$ 12,194,419
-------------
Total Diversified Financials $ 17,231,654
----------------------------------------------------------------------------------------------------------------
INSURANCE -- 6.5%
Insurance Brokers -- 2.8%
3,305,000 CCC/Caa1 Alliant Holdings I, Inc., 11.0%, 5/1/15 (144A) $ 3,420,675
100,000 CCC+/B3 HUB International Holdings, Inc., 9.0%,
12/15/14 (144A) 97,000
4,455,000 CCC+/Caa1 HUB International Holdings, Inc., 10.25%,
6/15/15 (144A) 4,265,662
1,249,000(a) CCC/B3 U.S.I. Holdings Corp., 4.125%, 11/15/14 (144A) 1,064,773
1,610,000(n) CCC/Caa1 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 1,521,450
-------------
$ 10,369,560
----------------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 1.3%
3,075,000(a) BB/Baa3 Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 3,444,000
1,100,000 BBB/Baa2 MetLife, Inc., 10.75%, 8/1/39 1,417,847
-------------
$ 4,861,847
----------------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.4%
5,300,000 BBB-/Baa3 Allmerica Financial Corp., 7.625%, 10/15/25 $ 5,087,263
----------------------------------------------------------------------------------------------------------------
Reinsurance -- 1.0%
EURO 275,000(a) B-/NR Atlas Reinsurance Plc, 10.95%, 1/10/11 (144A) $ 376,756
375,000(a) BB+/NR Blue Fin, Ltd., 4.65%, 4/10/12 (144A) 352,388
250,000(a) BB-/NR Mystic Re II, Ltd., 10.252%, 6/7/11 (144A) 254,575
250,000(a) B/NR Residential Reinsurance 2007, Ltd., 10.502%,
6/7/10 (144A) 252,625
650,000(a) BB-/NR Residential Reinsurance 2008, Ltd., 7.002%,
6/6/11 (144A) 654,810
850,000(a) B-/NR Residential Reinsurance 2008, Ltd., 11.752%,
6/6/11 (144A) 852,125
500,000(a) NR/NR Successor II, Ltd., 25.252%, 4/6/10 (144A) 500,200
250,000 B-/NR Successor X, Ltd., 0.0%, 12/9/10 (144A) 227,100
-------------
$ 3,470,579
-------------
Total Insurance $ 23,789,249
----------------------------------------------------------------------------------------------------------------
REAL ESTATE -- 1.3%
Real Estate Operating Companies -- 1.3%
172,585(a) B-/NR Alto Palermo SA, 11.0%, 6/11/12 (144A) $ 94,706
5,000,000 B-/B3 Forest City Enterprises, Inc., 7.625%, 6/1/15 4,650,000
-------------
Total Real Estate $ 4,744,706
----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 21
Schedule of Investments | 3/31/10 (continued)
-----------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 4.0%
Application Software -- 0.5%
1,870,000 CCC+/Caa2 Vangent, Inc., 9.625%, 2/15/15 $ 1,739,100
-----------------------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.2%
4,965,000 B-/Caa1 First Data Corp., 9.875%, 9/24/15 $ 4,282,312
-----------------------------------------------------------------------------------------------------------
Internet Software & Services -- 0.9%
2,892,000 B-/B2 Terremark Worldwide, Inc., 12.0%, 6/15/17 (144A) $ 3,325,800
-----------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.7%
2,845,000 CCC/Caa1 Activant Solutions, Inc., 9.5%, 5/1/16 $ 2,731,200
-----------------------------------------------------------------------------------------------------------
Systems Software -- 0.7%
3,447,000(c)(g) NR/NR Pegasus Solutions, Inc., 13.0%, 4/15/14 (144A) $ 2,585,250
-------------
Total Software & Services $ 14,663,662
-----------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 0.6%
Computer Storage & Peripherals -- 0.2%
600,000 BB+/Ba1 Seagate Technology International, 10.0%,
5/1/14 (144A) $ 679,500
-----------------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.4%
1,550,000 B/B1 Da-Lite Screen Co, Inc., 12.5%, 4/1/15 (144A) $ 1,550,000
-------------
Total Technology Hardware & Equipment $ 2,229,500
-----------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.5%
Alternative Carriers -- 0.7%
2,210,000 B-/B2 Global Crossings, Ltd., 12.0%, 9/15/15 (144A) $ 2,453,100
-----------------------------------------------------------------------------------------------------------
Integrated Telecommunication Services -- 3.3%
4,295,000 CCC+/B3 Broadview Networks Holdings, Inc.,
11.375%, 9/1/12 $ 4,176,887
3,000,000 BB-/B2 GCI, Inc., 7.25%, 2/15/14 3,003,750
1,000,000(n) B/B1 PAETEC Holding Corp., 8.875%, 6/30/17 1,027,500
3,865,000(n) CCC+/Caa1 PAETEC Holding Corp., 9.5%, 7/15/15 3,913,312
-------------
$ 12,121,449
-----------------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 3.5%
6,400,000(n) B-/B3 Cricket Communications, Inc., 9.375%, 11/1/14 $ 6,512,000
2,500,000(n) CCC+/Caa2 Intelsat Jackson Holdings, Ltd., 11.5%, 6/15/16 2,687,500
540,000 B/B2 MetroPCS Wireless, Inc., 9.25%, 11/1/14 549,450
3,020,000 B-/B2 True Move Co., Ltd., 10.75%, 12/16/13 (144A) 3,152,125
-------------
$ 12,901,075
-------------
Total Telecommunication Services $ 27,475,624
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/10
---------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------------------
UTILITIES -- 2.1%
Electric Utilities -- 0.9%
885,000(n) B+/Caa3 Energy Future Holdings Corp., 10.0%,
1/15/20 (144A) $ 922,613
3,095,000(n) CCC/Caa2 Texas Competitive Electric Holdings Co. LLC,
10.25%, 11/1/15 2,151,025
-------------
$ 3,073,638
---------------------------------------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- 0.9%
1,800,000 BB-/Ba3 Intergen NV, 9.0%, 6/30/17 (144A) $ 1,854,000
1,500,000 NR/B2 Star Energy Geothermal (Wayang Windu), Ltd.,
11.5%, 2/12/15 (144A) 1,581,358
-------------
$ 3,435,358
---------------------------------------------------------------------------------------------------------------
Multi-Utilities -- 0.3%
1,000,000 BB-/Ba2 PNM Resources, Inc., 9.25%, 5/15/15 $ 1,063,750
-------------
Total Utilities $ 7,572,746
---------------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $388,234,281) $ 402,983,142
---------------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES -- 7.6% of Net Assets
ENERGY -- 2.1%
Coal & Consumable Fuels -- 0.5%
1,905,000 BB-/NR Massey Energy Co., 3.25%, 8/1/15 $ 1,847,850
---------------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.2%
2,265,000(d) NR/NR Hercules Offshore, Inc., 3.375%, 6/1/38 (144A) $ 1,800,675
1,600,000 BBB+/Baa2 Transocean, Ltd., 1.5%, 12/15/37 1,562,000
1,175,000 BBB+/Baa2 Transocean, Ltd., 1.625%, 12/15/37 1,170,594
-------------
$ 4,533,269
---------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.4%
225,000 NR/NR Carrizo Oil & Gas, Inc., 4.375%, 6/1/28 $ 199,125
1,340,000 BB/Ba3 Chesapeake Energy Corp., 2.5%, 5/15/37 1,098,800
-------------
$ 1,297,925
-------------
Total Energy $ 7,679,044
---------------------------------------------------------------------------------------------------------------
MATERIALS -- 0.8%
Diversified Chemicals -- 0.8%
4,000(e) BB-/NR Hercules, Inc., 6.5%, 6/30/29 $ 2,800,000
-------------
Total Materials $ 2,800,000
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 23
Schedule of Investments | 3/31/10 (continued)
-------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.3%
Electrical Components & Equipment -- 0.3%
500,000 NR/NR JA Solar Holdings Co., Ltd., 4.5%, 5/15/13 $ 416,250
600,000 NR/NR Suntech Power Holdings Co., Ltd., 3.0%, 3/15/13 511,500
-------------
Total Capital Goods $ 927,750
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.8%
Marine -- 0.8%
3,330,000 CCC+/Caa2 Horizon Lines, Inc., 4.25%, 8/15/12 $ 2,917,912
-------------
Total Transportation $ 2,917,912
-------------------------------------------------------------------------------------------------------
MEDIA -- 0.4%
Movies & Entertainment -- 0.4%
1,832,000 CCC+/NR Live Nation, Inc., 2.875%, 7/15/27 $ 1,607,580
-------------
Total Media $ 1,607,580
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.7%
Health Equipment & Services -- 0.7%
2,837,000(d) BB-/NR Hologic, Inc., 2.0%, 12/15/37 $ 2,539,115
-------------------------------------------------------------------------------------------------------
Health Care Facilities -- 0.7%
1,985,000 B/B1 LifePoint Hospitals, Inc., 3.25%, 8/15/25 $ 1,932,894
780,000 B/NR LifePoint Hospitals, Inc., 3.5%, 5/15/14 778,050
-------------
$ 2,710,944
-------------------------------------------------------------------------------------------------------
Health Care Services -- 0.3%
1,210,000 B+/B3 Omnicare, Inc., 3.25%, 12/15/35 $ 1,023,962
-------------
Total Health Care Equipment & Services $ 6,274,021
-------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 0.6%
Communications Equipment -- 0.2%
1,080,000(b) NR/NR Nortel Networks Corp., 2.125%, 4/15/14 $ 812,700
-------------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.4%
1,514,000 B+/NR L-1 Identity Solutions, Inc., 3.75%, 5/15/27 $ 1,445,870
-------------
Total Technology Hardware & Equipment $ 2,258,570
-------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 0.9%
Alternative Carriers -- 0.9%
3,025,000 B-/B3 Time Warner Telecom, Inc., 2.375%, 4/1/26 $ 3,444,719
-------------
Total Telecommunication Services $ 3,444,719
-------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $21,038,680) $ 27,909,596
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/10
------------------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 5.6% of Net Assets
Indiana -- 1.6%
1,650,000 BBB/Baa3 East Chicago Industrial Pollution Control Revenue,
7.0%, 1/1/14 $ 1,581,987
4,250,000 BBB/NR Indiana Development Finance Authority Revenue,
5.75%, 10/1/11 4,342,140
-------------
$ 5,924,127
------------------------------------------------------------------------------------------------------------------
Michigan -- 0.0%
3,000,000(g)(h) NR/NR Wayne Charter Escrow, 0.0%, 12/1/15 $ --
------------------------------------------------------------------------------------------------------------------
New Jersey -- 1.2%
4,525,000 B/B3 New Jersey Economic Development Authority Revenue,
7.0%, 11/15/30 $ 4,504,954
------------------------------------------------------------------------------------------------------------------
New York -- 0.9%
3,475,000 BB-/B1 New York City Industrial Development Agency Revenue,
7.625%, 12/1/32 $ 3,415,682
------------------------------------------------------------------------------------------------------------------
North Carolina -- 1.9%
6,300,000 NR/NR Charlotte Special Facilities Refunding Revenue,
5.6%, 7/1/27 $ 4,903,038
2,000,000 NR/NR Charlotte Special Facilities Refunding Revenue,
7.75%, 2/1/28 1,861,980
-------------
$ 6,765,018
------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $16,676,863) $ 20,609,781
------------------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT OBLIGATION -- 0.7%
of Net Assets
3,300,000(a)(i) NR/NR Non-Profit Preferred Funding Trust I, 12.0%,
9/15/37 (144A) $ 2,428,140
------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED DEBT
OBLIGATION
(Cost $3,293,400) $ 2,428,140
------------------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS -- 1.9% of Net Assets
Argentina -- 0.3%
1,200,000 B-/B2 City of Buenos Aires, 12.5%, 4/6/15 (144A) $ 1,248,000
------------------------------------------------------------------------------------------------------------------
Brazil -- 0.9%
ITL 4,600,000,000(d) BBB-/Baa2 Banco Nacional de Desenvolimento Bndes,
8.0%, 4/28/10 $ 3,230,635
------------------------------------------------------------------------------------------------------------------
Russia -- 0.7%
2,134,400(d) BBB/Baa1 Russia Government International Bond,
7.5%, 3/31/30 $ 2,460,109
------------------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $5,495,854) $ 6,938,744
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 25
Schedule of Investments | 3/31/10 (continued)
-------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------
FLOATING RATE LOAN INTERESTS -- 2.0% of Net Assets (j)
ENERGY -- 0.1%
Oil & Gas Exploration & Production -- 0.1%
483,383 B/B3 Venoco, Inc., Second Lien Term Loan,
4.25%, 5/7/14 $ 458,367
-------------
Total Energy $ 458,367
-------------------------------------------------------------------------------------------------------
MATERIALS -- 0.6%
Diversified Chemicals -- 0.2%
418,000 B/B2 Ineos US Finance LLC, Facility Term Loan B-2,
7.5%, 12/16/13 $ 410,816
418,000 B/B2 Ineos US Finance LLC, Facility Term Loan C-2,
8.0%, 12/16/14 410,816
-------------
$ 821,632
-------------------------------------------------------------------------------------------------------
Steel -- 0.4%
1,561,714(g) B/B3 Niagara Corp., Term Loan, 8.5%, 6/29/14 $ 1,546,097
-------------
Total Materials $ 2,367,729
-------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 0.0%
Diversified Support Services -- 0.0%
119,378 BB-/B2 Rental Service Corp., Second Lien Initial Term Loan,
3.76%, 11/30/13 $ 115,759
-------------
Total Commercial & Professional Services $ 115,759
-------------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 0.1%
Auto Parts & Equipment -- 0.1%
360,000 B+/B3 HHI Group Holdings, LLC, Term Loan,
10.5%, 4/30/15 $ 362,138
-------------
Total Automobiles & Components $ 362,138
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.2%
Casinos & Gaming -- 0.2%
2,330,000(b) BB-/Caa1 Gateway Casinos & Entertainment, Inc., Advance
Second Lien Term Loan, 5.751%, 3/31/15 $ 589,781
-------------
Total Consumer Services $ 589,781
-------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.1%
Household Products -- 0.1%
179,811 CCC+/B2 Spectrum Brands, Inc., Dollar Term Loan B,
8.0% -- 8.75%, 6/30/12 $ 179,970
9,272 CCC+/B2 Spectrum Brands, Inc., Letter of Credit Loan,
1.5%, 6/30/12 9,280
-------------
Total Household & Personal Products $ 189,250
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/10
--------------------------------------------------------------------------------------------------------
S&P/
Principal Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.0%
Consumer Finance -- 0.0%
7,080 BB-/NR Dollar Financial Corp., Canadian Borrower Term Loan,
7.0%, 12/31/14 $ 6,880
5,206 BB-/NR Dollar Financial Corp., Delayed Draw Term Loan,
7.0%, 12/31/14 5,058
-------------
Total Diversified Financials $ 11,938
--------------------------------------------------------------------------------------------------------
INSURANCE -- 0.6%
Multi-Line Insurance -- 0.6%
382,922 B-/B2 AmWins Group, Inc., Initial Term Loan
2.76% - 2.78%, 6/8/13 $ 355,639
2,250,000 B-/B2 AmWins Group, Inc., Second Lien Initial Term Loan,
5.78%, 6/9/14 1,856,250
-------------
Total Insurance $ 2,211,889
--------------------------------------------------------------------------------------------------------
UTILITIES -- 0.3%
Electric Utilities -- 0.3%
189,050 B+/B2 Texas Competitive Electric Holdings Co., LLC, Delayed
Draw Term Loan, 3.729% - 3.79%, 10/10/14 $ 152,251
1,190,840 B-/Ba3 Texas Competitive Electric Holdings Co., LLC, Initial
Tranche B-2 Term Loan 3.729% - 3.79%, 10/10/14 980,872
-------------
Total Utilities $ 1,133,123
--------------------------------------------------------------------------------------------------------
TOTAL FLOATING RATE LOAN INTERESTS
(Cost $9,407,692) $ 7,439,974
--------------------------------------------------------------------------------------------------------
FIXED RATE LOAN INTERESTS -- 0.3% of Net Assets
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.3%
Semiconductor Equipment -- 0.3%
1,023,266(n) NR/NR Freescale Semiconductor, Inc., Incremental Term
Loan, 12.5%, 12/15/14 $ 1,056,522
--------------------------------------------------------------------------------------------------------
TOTAL FIXED RATE LOAN INTERESTS
(Cost $2,434,597) $ 1,056,522
--------------------------------------------------------------------------------------------------------
Shares
--------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 2.9% of Net Assets
ENERGY -- 0.1%
Oil & Gas Equipment & Services -- 0.1%
2,272,024(h) Skeie Drilling & Production ASA $ 313,874
-------------
Total Energy $ 313,874
--------------------------------------------------------------------------------------------------------
MATERIALS -- 0.7%
Commodity Chemicals -- 0.6%
114,503(h) Georgia Gulf Corp. $ 2,117,161
-------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 27
Schedule of Investments | 3/31/10 (continued)
------------------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------------------
Steel -- 0.1%
26,215(g) Niagara Corp. $ 203,428
----- --------
Total Materials $ 2,320,589
------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.1%
Building Products -- 0.1%
894(g)(h)(i) Panolam Holdings Co. $ 438,060
-------------
Total Capital Goods $ 438,060
------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.4%
Airlines -- 0.4%
96,819(h)(n) Delta Airlines, Inc. $ 1,412,589
-------------
Total Transportation $ 1,412,589
------------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 1.2%
Auto Parts & Equipment -- 1.2%
55,194(h) Lear Corp. $ 4,379,644
-------------
Total Automobiles & Components $ 4,379,644
------------------------------------------------------------------------------------------------------
MEDIA -- 0.1%
Cable & Satellite -- 0.1%
17,042(h) Charter Communications, Inc. $ 587,949
-------------
Total Media $ 587,949
------------------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE SCIENCES -- 0.3%
Pharmaceuticals -- 0.3%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 1,123,959
-------------
Total Pharmaceuticals & Biotechnology
& Life Sciences $ 1,123,959
------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.0%
Systems Software -- 0.0%
10,942(g)(h) Perseus Holding Corp. $ --
-------------
Total Software & Services $ --
------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $8,179,292) $ 10,576,664
------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK -- 0.9% of Net Assets
MATERIALS -- 0.2%
Diversified Metals & Mining -- 0.2%
5,100 Freeport-McMoRan Copper & Gold, Inc., 6.75% $ 591,447
-------------
Total Materials $ 591,447
------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.7%
Other Diversified Financial Services -- 0.7%
2,755 Bank of America Corp., 7.25% $ 2,686,125
-------------
Total Diversified Financials $ 2,686,125
------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost $2,383,713) $ 3,277,572
------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/10
----------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------
PREFERRED STOCK -- 0.0% of Net Assets
SOFTWARE & SERVICES -- 0.0%
Systems Software -- 0.0%
5,745(g) Perseus Holding Corp., 14.0% (144A) $ --
----------------------------------------------------------------------------------------
TOTAL PREFERRED STOCK
(Cost $0) $ --
----------------------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.2% of Net Assets
ENERGY -- 0.1%
Oil & Gas Exploration & Production -- 0.1%
2,500,000(h) Norse Energy Corp., ASA -- CW11, Expires 7/14/11 $ 362,215
-------------
Total Energy $ 362,215
----------------------------------------------------------------------------------------
MATERIALS -- 0.1%
Commodity Chemicals -- 0.1%
67,842(h) Arco Chemical Rights, Expires 4/15/10 $ 504,000
-------------
Total Materials $ 504,000
----------------------------------------------------------------------------------------
TOTAL RIGHTS/WARRANTS
(Cost $963,590) $ 866,215
----------------------------------------------------------------------------------------
Principal
Amount
USD ($)
----------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 10.1% of Net Assets
SECURITIES LENDING COLLATERAL -- 10.1% (k)
Certificates of Deposit:
922,130 Bank of Nova Scotia, 0.2%, 6/1/10 $ 922,130
1,020,067 BBVA NY, 0.265%, 6/1/10 1,020,067
310,347 BNP Paribas, 0.70%, 6/4/10 310,347
1,122,061 CBA Financial, 0.27%, 1/3/11 1,122,061
1,020,056 DnB NOR Bank ASA NY, 0.19%, 5/19/10 1,020,056
1,020,083 Rabobank Nederland NY, 0.19%, 7/6/10 1,020,083
1,020,056 Royal Bank of Canada, 0.23%, 1/21/11 1,020,056
-------------
$ 6,434,800
----------------------------------------------------------------------------------------
Commercial Paper:
1,162,139 Bank of America, 0.85%, 5/12/10 $ 1,162,139
714,039 BCSFUN, 0.07%, 4/1/10 714,039
134,979 Caterpillar Financial Services, 0.34%, 8/20/10 134,979
749,688 CATFIN, 0.17%, 4/16/10 749,688
509,838 CBAPP, 0.20%, 6/7/10 509,838
1,020,029 Char FD, 0.16%, 4/7/10 1,020,029
407,917 Ciesco, 0.19%, 5/20/10 407,917
923,828 CME, Inc., 0.90%, 8/6/10 923,828
1,019,803 FASCO, 0.19%, 5/18/10 1,019,803
111,171 GE Capital Corp., 0.31%, 10/6/10 111,171
110,421 GE Capital Corp., 0.35%, 10/21/10 110,421
306,181 GE Capital Corp., 0.43%, 8/20/10 306,181
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 29
Schedule of Investments | 3/31/10 (continued)
---------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------
Commercial Paper -- (continued)
509,953 GE, 0.30%, 1/26/11 $ 509,953
219,291 HNDAF, 0.16%, 4/22/10 219,291
815,917 HNDAF, 0.17%, 5/4/10 815,917
1,223,849 INDFG, 0.20%, 5/3/10 1,223,849
101,986 INDFG, 0.21%, 5/4/10 101,986
448,813 JDCLLP, 0.15%, 4/7/10 448,813
428,409 JDCLLP, 0.15%, 4/9/10 428,409
113,759 John Deere Capital Corp., 0.33%, 7/16/10 113,759
863,307 JPMorgan Chase & Co., 0.57%, 9/24/10 863,307
418,017 Kithaw, 0.16%, 5/5/10 418,017
611,853 Kithaw, 0.20%, 5/24/10 611,853
407,941 Old LLC, 0.18%, 5/11/10 407,941
795,544 PARFIN, 0.25%, 4/19/10 795,544
407,957 Ranger, 0.18%, 5/3/10 407,957
1,156,608 Santander, 0.30%, 7/23/10 1,156,608
779,304 SRCPP, 0.17%, 4/6/11 779,304
305,960 SRCPP, 0.19%, 5/6/10 305,960
449,812 STRAIT, 0.17%, 4/26/10 449,812
188,221 STRAIT, 0.18%, 4/1/10 188,221
198,222 STRAIT, 0.18%, 5/7/10 198,222
407,882 STRAIT, 0.20%, 6/2/10 407,882
509,923 TB LLC, 0.19%, 5/10/10 509,923
509,803 TB LLC, 0.23%, 6/9/10 509,803
1,020,056 Toyota Motor Credit Corp., 0.23%, 1/10/11 1,020,056
156,296 US Bancorp, 0.30%, 5/28/10 156,296
218,688 US Bancorp, 0.65%, 5/6/10 218,688
102,088 US Bancorp, 0.66%, 6/4/10 102,088
288,421 Wal Mart Stores, Inc., 0.22%, 7/1/10 288,421
407,913 WFC, 0.33%, 12/2/10 407,913
724,416 WFC, 0.70%, 1/24/11 724,416
Commercial Paper -- (continued)
1,019,659 WSTPAC, 0.25%, 5/27/10 $ 1,019,659
-------------
$ 22,979,901
---------------------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
1,489,281 Deutsche Bank, 0.02%, 4/1/10 $ 1,489,281
3,060,167 RBS Securities, Inc., 0.01%, 4/1/10 3,060,167
-------------
$ 4,549,448
---------------------------------------------------------------------------------------------
Time Deposits:
1,582,718 Societe Generale, 0.12%, 4/1/10 $ 1,582,718
---------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/10
---------------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------------
Money Market Mutual Funds:
1,632,089 Dreyfus Preferred Money Market Fund $ 1,632,089
---------------------------------------------------------------------------------------------
TOTAL SECURITIES LENDING COLLATERAL $ 37,178,956
---------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $37,178,956) $ 37,178,956
---------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 146.3%
(Cost $512,061,160)(l)(m) $ 536,891,106
---------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (5.1)% $ (18,797,308)
---------------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE -- (41.2)% $(151,007,091)
---------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 367,086,707
=============================================================================================
NR Security not rated by S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At March
31, 2010, the value of these securities amounted to $161,031,662 or 43.9%
of total net assets applicable to common shareowners.
(a) Floating rate note. The rate shown is the coupon rate at March 31, 2010.
(b) Security is in default and is non-income producing.
(c) Payment-in Kind (PIK) security which may pay interest in additional
principal amount.
(d) Debt obligation initially issued at one coupon rate which converts to
another coupon at a specific date. The rate shown is the rate at March
31, 2010.
(e) Security is priced as a unit.
(f) Security is a perpetual bond and has no definite maturity date.
(g) Security is fair valued using fair value methods (other than prices
supplied by independent pricing services). (See Note 1A).
(h) Non-income producing.
(i) Indicates a security that has been deemed illiquid. The aggregate cost of
illiquid securities is $3,293,400. The aggregate value of $2,866,200
represents 0.8% of total net assets applicable to common shareowners.
(j) Floating rate loan interests in which the Trust invests generally pay
interest at rates that are periodically redetermined 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
LIBOR (London InterBank Offered Rate), (ii) the prime rate offered by one
or more major United States banks, (iii) the certificate of deposit (iv)
other base lending rates used by commercial lenders. The interest rate
shown is the rate accruing at March 31, 2010.
(k) Securities lending collateral is managed by Credit Suisse AG, New York
Branch.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 31
Schedule of Investments | 3/31/10 (continued)
(l) At March 31, 2010, the net unrealized gain on investments based on cost
for federal income tax purposes of $514,460,578 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $57,255,503
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (34,824,975)
-----------
Net unrealized gain $22,430,528
===========
For financial reporting purposes net unrealized gain was $24,829,946 and
cost of investments aggregated $512,061,160.
(m) Distribution of investments by country of issue, as a percentage of total
holdings, is as follows (unaudited):
United States 80.5%
Canada 4.1
Cayman Islands 2.2
Norway 2.1
Bermuda 1.8
Brazil 1.4
United Kingdom 1.2
Germany 1.0
Netherlands 0.9
Argentina 0.7
Australia 0.6
Italy 0.6
Mexico 0.6
Thailand 0.6
Russia 0.5
Virgin Islands 0.4
Indonesia 0.3
Israel 0.2
Luxembourg 0.2
Ireland 0.1
Other (individually less than 1%) --
-----
100.0%
=====
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/10
(n) At March 31, 2010, the following securities were out on loan:
--------------------------------------------------------------------------------
Principal
Amount Market
USD($) Description Value
--------------------------------------------------------------------------------
2,137,000 Aleris International, Inc., 10.0%, 12/15/16 $ 9,616
1,000,000 Algoma Acquisition Corp., 9.875%, 6/15/15 (144A) 920,000
1,133,000 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) 1,206,645
6,163,000 Cricket Communications, Inc., 9.375%, 11/1/14 6,270,852
40,000 Energy Future Holdings Corp., 10.0%, 1/15/20 (144A) 41,700
152,000 Freescale Semiconductor, Inc., Incremental Term Loan,
12.5%, 12/15/14 156,940
1,100,000 Goodyear Tire & Rubber Co., 10.5%, 5/15/16 1,188,000
1,230,000 Graphic Packaging International, Inc., 9.5%, 8/15/13 1,260,750
2,970,000 Hexion U.S. Finance Corp., 9.75%, 11/15/14 3,029,400
570,000 Intelsat Jackson Holdings, Ltd., 11.5%, 6/15/16 612,750
100,000 Minerva Overseas II, Ltd., 10.875%, 11/15/19 (144A) 107,875
45,000 PAETEC Holding Corp., 8.875%, 6/30/17 46,238
2,133,000 PAETEC Holding Corp., 9.5%, 7/15/15 2,159,662
1,000,000 Park-Ohio Industries, Inc., 8.375%, 11/15/14 882,500
3,918,000 Sally Holdings LLC, 10.5%, 11/15/16 4,270,620
1,183,000 Tenneco Automotive, Inc., 8.625%, 11/15/14 1,200,745
3,064,000 Texas Competitive Electric Holdings Co. LLC,
10.25%, 11/1/15 2,129,480
570,000 U.S. Concrete, Inc., 8.375%, 4/1/14 336,300
445,000 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 420,525
2,223,758 Univision Communications, Inc., 9.75%, 3/15/15 (144A) 1,923,551
1,795,000 Waste Services, Inc., 9.5%, 4/15/14 1,848,850
3,651,000 Yankee Acquisition Corp., 8.5%, 2/15/15 3,760,530
815,000 Yankee Acquisition Corp., 9.75%, 2/15/17 841,488
--------------------------------------------------------------------------------
Shares
--------------------------------------------------------------------------------
54,500 Delta Airlines, Inc. 795,155
--------------------------------------------------------------------------------
$35,420,172
================================================================================
Note: Principal amounts are denominated in U.S. dollars unless otherwise
denoted.
EURO Euro
ITL Italian Lira
NOK Norwegian Krone
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Purchases and sales of securities (excluding temporary cash investments) for the
year ended March 31, 2010, aggregated $114,913,811 and $63,976,697,
respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 33
Schedule of Investments | 3/31/10 (continued)
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- 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
risk, etc.)
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of March 31, 2010, in
valuing the Trust's investments:
-------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------------------------------------------------
Asset backed securities $ -- $ 9,594,774 $ -- $ 9,594,774
Collateralized mortgage backed
securities -- 6,031,026 -- 6,031,026
Corporate bonds & notes
(systems software) -- -- 2,585,250 2,585,250
Corporate bonds & notes (other
industries) -- 400,397,892 -- 400,397,892
Convertible bonds & notes -- 27,909,596 -- 27,909,596
Municipal bonds -- 20,609,781 -- 20,609,781
Municipal collaterized debt
obligation -- 2,428,140 -- 2,428,140
Sovereign debt obligation -- 6,938,744 -- 6,938,744
Floating rate loan interests (steel) -- -- 1,546,097 1,546,097
Floating rate loan interests (other
industries) -- 5,893,877 -- 5,893,877
Fixed rate loan interest -- 1,056,522 -- 1,056,522
Common stock (steel) -- -- 203,428 203,428
Common stock (building
products) -- -- 438,060 438,060
Common stock (other industries) 9,935,176 -- -- 9,935,176
Convertible preferred stock (other
diversified financial services) -- 2,686,125 -- 2,686,125
Convertible preferred stock (other
industries) 591,447 -- -- 591,447
Rights/Warrants (commodity
chemicals) -- 504,000 -- 504,000
Rights/Warrants (other industries) 362,215 -- -- 362,215
Temporary cash investments -- 35,546,867 -- 35,546,867
Money market mutual funds 1,632,089 -- -- 1,632,089
-------------------------------------------------------------------------------------------------
Total $12,520,927 $519,597,344 $4,772,835 $536,891,106
=================================================================================================
Other Financial Instruments* $ -- $ (11,018) $ -- $ (11,018)
=================================================================================================
* Other financial instruments include foreign exchange contracts.
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/10
The following is a reconciliation of assets valued using significant
unobservable inputs (level 3):
---------------------------------------------------------------------------------------------------------
Change in Transfer
Balance Realized unrealized Net in and Balance
as of gain appreciation purchases out of as of
3/31/09 (loss) (depreciation)(1) (sales) Level 3* 3/31/10
---------------------------------------------------------------------------------------------------------
Corporate bonds & notes
(systems software) $-- $-- $ (3,128,836) $5,714,086 $-- $2,585,250
Floating rate loan
interests (steel) -- -- -- 1,546,097 -- 1,546,097
Common stock (steel) -- -- -- 203,428 -- 203,428
Common stock
(building products) -- -- -- 438,060 -- 438,060
---------------------------------------------------------------------------------------------------------
Ending balance $-- $-- $ (3,128,836) $7,901,671 $-- $4,772,835
=========================================================================================================
(1) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized gain (loss) from investments in the Statement of
Operations.
* Transfers are calculated beginning of period.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 35
Statement of Assets and Liabilities | 3/31/10
ASSETS:
Investments in securities, at value (including securities loaned of $35,420,172)
(cost $512,061,160) $536,891,106
Cash 2,198,521
Foreign currencies, at value (cost $4,659,382) 4,902,487
Receivables --
Investment securities sold 3,243,184
Paydown 12,972
Dividends and interest 11,620,528
Reinvestment of distributions 319,323
Prepaid expenses and other assets 55,009
--------------------------------------------------------------------------------------------------
Total assets $559,243,130
--------------------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 3,554,505
Upon return of securities loaned 37,178,956
Forward foreign currency portfolio hedge contracts -- net 11,018
Due to affiliates 272,431
Accrued expenses 132,422
--------------------------------------------------------------------------------------------------
Total liabilities $ 41,149,332
--------------------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040 shares,
including dividends payable of $7,091 $151,007,091
--------------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $393,962,921
Undistributed net investment income 11,063,389
Accumulated net realized loss on investments and foreign currency transactions (62,950,779)
Net unrealized gain on investments 24,829,946
Net unrealized gain on forward foreign currency contracts and other
assets and liabilities denominated in foreign currencies 181,230
--------------------------------------------------------------------------------------------------
Net assets applicable to common shareowners $367,086,707
==================================================================================================
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $367,086,707/27,737,499 common shares $ 13.23
==================================================================================================
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/10
Statement of Operations
For the Year Ended 3/31/10
INVESTMENT INCOME:
Interest $ 48,820,400
Dividends (net of foreign taxes withheld $1,476) 243,687
Income from securities loaned, net 144,803
---------------------------------------------------------------------------------------------------------
Total investment income $ 49,208,890
---------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,729,932
Administrative fees 139,430
Transfer agent fees and expenses 19,254
Shareowner communications expense 79,510
Auction agent fees 402,677
Custodian fees 31,185
Registration fees 25,287
Professional fees 166,337
Printing expense 51,298
Trustees' fees 14,730
Pricing fee 33,940
Miscellaneous 46,393
---------------------------------------------------------------------------------------------------------
Total expenses $ 3,739,973
Less fees paid indirectly (4)
---------------------------------------------------------------------------------------------------------
Net expenses $ 3,739,969
---------------------------------------------------------------------------------------------------------
Net investment income $ 45,468,921
---------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $ (42,807,348)
Forward foreign currency contracts and other assets and liabilities
denominated in foreign currencies 806,445 $(42,000,903)
---------------------------------------------------------------------------------------------------------
Change in net unrealized gain (loss) from:
Investments $ 212,662,104
Unfunded corporate loans --
Forward foreign currency contracts and other assets and liabilities
denominated in foreign currencies (500,288) $212,161,816
---------------------------------------------------------------------------------------------------------
Net gain on investments and foreign currency transactions $170,160,913
---------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS
FROM NET INVESTMENT INCOME: $ (396,102)
---------------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common shareowners
resulting from operations $215,233,732
---------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10 37
Statement of Changes in Net Assets
For the Years Ended 3/31/10 and 3/31/09, respectively
---------------------------------------------------------------------------------------------------
Year Year
Ended Ended
3/31/10 3/31/09
---------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 45,468,921 $ 49,810,893
Net realized loss on investments and foreign currency
transactions (42,000,903) (14,755,922)
Change in net unrealized gain (loss) on investments and foreign
currency transactions 212,161,816 (159,922,018)
Dividends and distributions to preferred shareowners from net
investment income (396,102) (3,569,595)
---------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets applicable to
common shareowners resulting from operations $215,233,732 $(128,436,642)
---------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS FROM:
Net investment income
($1.65 and $1.65 per share, respectively) $(45,526,952) $ (45,076,053)
---------------------------------------------------------------------------------------------------
Total distributions to common shareowners $(45,526,952) $ (45,076,053)
---------------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 3,323,010 $ 2,370,884
---------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from Trust share transactions $ 3,323,010 $ 2,370,884
---------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets applicable to
common shareowners $173,029,790 $(171,141,811)
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 194,056,917 365,198,728
---------------------------------------------------------------------------------------------------
End of year $367,086,707 $ 194,056,917
---------------------------------------------------------------------------------------------------
Undistributed net investment income $ 11,063,389 $ 11,128,396
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Annual Report | 3/31/10
Financial Highlights
--------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/10 3/31/09 3/31/08 3/31/07 3/31/06
--------------------------------------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $ 7.07 $ 13.41 $ 16.63 $ 16.13 $ 16.34
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.65 $ 1.82 $ 1.90 $ 1.88 $ 1.88
Net realized and unrealized gain (loss) on investments and
foreign currency transactions 6.17 (6.38) (2.73) 0.64 0.00(b)
Dividends and distributions to preferred shareowners from:
Net investment income (0.01) (0.13) (0.22) (0.27) (0.19)
Net realized gains -- -- (0.07) (0.01) (0.02)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 7.81 $ (4.69) $ (1.12) $ 2.24 $ 1.67
Dividends and distributions to common shareowners from:
Net investment income (1.65) (1.65) (1.65) (1.65) (1.65)
Net realized gains -- -- (0.45) (0.09) (0.23)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 6.16 $ (6.34) $ (3.22) $ 0.50 $ (0.21)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period(c) $ 13.23 $ 7.07 $ 13.41 $ 16.63 $ 16.13
--------------------------------------------------------------------------------------------------------------------------------
Market value, end of period(c) $ 15.38 $ 8.03 $ 13.15 $ 17.84 $ 16.80
================================================================================================================================
Total return at market value(d) 119.69% (27.74)% (15.37)% 17.61% 24.84%
Ratios to average net assets of common shareowners
Net expenses(e) 1.23% 1.25% 1.02% 1.01% 0.99%
Net investment income before preferred share dividends 14.92% 17.03% 12.36% 11.57% 11.68%
Preferred share dividends 0.13% 1.22% 1.45% 1.67% 1.19%
Net investment income available to common shareowners 14.79% 15.81% 10.91% 9.90% 10.49%
Portfolio turnover 15% 19% 15% 27% 20%
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/10
39
Financial Highlights (continued)
--------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/10 3/31/09 3/31/08 3/31/07 3/31/06
--------------------------------------------------------------------------------------------------------------------------------
Net assets of common shareowners, end of period (in thousands) $ 367,087 $ 194,057 $ 365,199 $ 450,444 $ 434,429
Preferred shares outstanding (in thousands) $ 151,000 $ 151,000 $ 151,000 $ 151,000 $ 151,000
Asset coverage per preferred share, end of period $ 85,777 $ 57,131 $ 85,481 $ 99,597 $ 96,940
Average market value per preferred share(f) $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per
preferred share $ 25,001 $ 25,002 $ 25,018 $ 25,020 $ 25,015
Ratios to average net assets of common shareowners before
waivers and reimbursement of expenses
Net expenses (e) 1.23% 1.25% 1.02% 1.01% 0.99%
Net investment income before preferred share dividends 14.92% 17.03% 12.36% 11.57% 11.68%
Preferred share dividends 0.13% 1.22% 1.45% 1.67% 1.19%
Net investment income available to common shareowners 14.79% 15.81% 10.91% 9.90% 10.49%
================================================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Amount is less than $0.01 per common share.
(c) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and
Saturday.
(d) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
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 Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(e) Expense ratios do not reflect the effect of dividend payments to preferred
shareowners.
(f) Market value is redemption value without an active market.
The information above represents the audited operating performance data for a
share of common stock outstanding, total investment return, ratios to average
net assets of common shareowners and other supplemental data for the periods
indicated. This information has been determined based upon financial information
provided in the financial statements and market value data for the Trust's
common shares.
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Annual Report | 3/31/10
Notes to Financial Statements | 3/31/10
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the Trust) was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002, the
Trust 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 investment objective of the
Trust is to seek a high level of current income and the Trust may seek capital
appreciation to the extent that it is consistent with its investment objective.
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's shareowner reports from time to time. Please refer to those documents
when considering the Trust's risks. At times, the Trust's investments may
represent industries or industry sectors that are interrelated or have common
risks, making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries or sectors.
Under normal market conditions, the Trust invests at least 80% of its assets in
below investment grade (high-yield) debt securities, loans and preferred stocks.
Because the Trust's investments will be concentrated in the high-yield
securities, it will be subject to risks of such securities. Below investment
grade securities are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal.
The Trust's investments in certain foreign markets or countries with limited
developing markets may subject the Trust to a greater degree of risk than in a
developed market. These risks include disruptive political or economic
conditions and the possible imposition of adverse governmental laws or currency
exchange restrictions.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, 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 year.
Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
Pioneer High Income Trust | Annual Report | 3/31/10 41
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Trust 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. Investments
in loan interests are valued in accordance with guidelines established by
the Board of Trustees at the mean between the last available bid and asked
prices from one or more brokers or dealers as obtained from Loan Pricing
Corporation. For the limited number of loan interests for which no reliable
price quotes are available, such loan interests will be valued by Loan
Pricing Corporation through the use of pricing matrices to determine
valuations. Fixed income securities with remaining maturity of more than
sixty days are valued at 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.
Valuations may be supplemented by dealers and other sources, as required.
Equity securities are valued at the last sale price on the principal
exchange where they are traded. Securities or loans for which market prices
and/or quotations are not readily available or are considered to be
unreliable are valued using fair value methods pursuant to procedures
adopted by the Board of Trustees.
The Trust may use the fair value methods if it is determined that a
significant event has occurred after the close of the exchange or market on
which the security trades and prior to the determination of the Trust's net
asset value. Thus, the valuation of the Trust's securities may differ from
exchange prices. At March 31, 2010, 7 securities were valued using fair
value methods (other than securities valued using prices supplied by
independent pricing services) representing 1.3% of net assets applicable to
common shareowners. Inputs used in the valuation of a security using fair
value methods include credit ratings, the financial condition of the
company, current market conditions and comparable securities. Short-term
income securities with remaining maturities of sixty days or less generally
are valued at amortized cost. Money market mutual funds are valued at net
asset value.
Discounts and premiums on debt securities are accreted or amortized,
respectively, daily, into interest income on an effective yield to maturity
basis with a corresponding increase or decrease in the cost basis of the
security. Premiums and discounts related to certain mortgage-backed
securities are amortized or accreted in proportion to the monthly paydowns.
Interest income, including income on interest bearing cash accounts, is
recorded on an accrual basis, net of unrecoverable foreign taxes withheld
at the applicable country rates.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Trust becomes aware of the ex-dividend
data in the exercise of reasonable diligence.
42 Pioneer High Income Trust | Annual Report | 3/31/10
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually
received. Further, the effects of changes in foreign currency exchange
rates on investments are not segregated in the Statement of Operations from
the effects of changes in market prices of those securities but are
included with the net realized and unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized gains or losses are recorded
in the Trust's financial statements. The Trust records realized gains and
losses at the time a portfolio hedge is offset by entry into a closing
transaction or extinguished by delivery of the currency. Risks may arise
upon entering into these contracts from the potential inability of
counterparties to meet the terms of the contracts and from unanticipated
movements in the value of foreign currencies relative to the U.S. dollar
(see Note 5).
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Trust's distributions may
be shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain (loss) on investment
and foreign currency transactions, or from paid-in capital, depending on
the type of book/tax differences that may exist.
Pioneer High Income Trust | Annual Report | 3/31/10 43
At March 31, 2010, the Trust reclassified $389,126 to increase
undistributed net investment income and to increase net realized loss on
investments to reflect permanent book/tax differences. The reclassification
has no impact on the net assets of the Trust and presents the Trust's
capital accounts on a tax basis.
At March 31, 2010, the Trust had a net capital loss carryforward of
$56,023,174 which is comprised of $9,456,629 which will expire in 2017 and
$46,566,545 which will expire 2018 if not utilized.
The Trust has elected to defer approximately $6,519,449 of capital losses
recognized between November 1, 2009 and March 31, 2010 to its fiscal year
ending March 31, 2011.
The tax character of distributions paid to common and preferred shareowners
during the years ended March 31, 2010 and March 31, 2009 was as follows:
--------------------------------------------------------------------------------
2010 2009
--------------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $45,923,054 $48,645,648
--------------------------------------------------------------------------------
Total taxable distributions $45,923,054 $48,645,648
================================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2010.
--------------------------------------------------------------------------------
2010
--------------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 13,299,905
Capital loss carryforward (56,023,174)
Post-October loss deferred (6,519,449)
Dividends payable (7,091)
Unrealized appreciation 22,373,595
--------------------------------------------------------------------------------
Total $(26,876,214)
================================================================================
The difference between book-basis and tax-basis unrealized appreciation is
primarily attributable to the tax deferral of losses on straddles and wash
sales, the realization for tax purposes of unrealized losses on certain
foreign currency contracts, the difference between book and tax
amortization methods for premiums and discounts on fixed income securities,
the accrual of income on securities in default, and other book/tax
temporary differences.
E. Repurchase Agreements
With respect to repurchase agreements entered into by the Trust, the value
of the underlying securities (collateral), including accrued interest is
required to be equal to or in excess of the repurchase price. The
collateral for all repurchase agreements is held in safekeeping in the
customer-only
44 Pioneer High Income Trust | Annual Report | 3/31/10
account of the Trust's custodian or sub custodians of the Trust. The
Trust's investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
F. Securities Lending
The Trust lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Trust typically receives cash collateral from the borrower
equal to at least the value of the securities loaned, which is invested in
temporary investments. Credit Suisse AG, New York Branch, as the Trust's
securities lending agent, manages the Trust's securities lending
collateral. The income earned on the investment of collateral is shared
with the borrower and the lending agent in payment of any rebate due to the
borrower with respect to the securities loan, and in compensation for the
lending agent's services to the Trust. The Trust also continues to receive
payments in lieu of dividends or interest on the securities loaned. Gain or
loss on the fair value of the loaned securities that may occur during the
term of the loan will be for the account of the Trust. The amount of the
collateral is required to be adjusted daily to reflect any price
fluctuation in the fair value of the loaned securities. If the required
fair value of the collateral is less than the fair value of the loaned
securities, the borrower is required to deliver additional collateral for
the account of the Trust prior to the close of the next business day. The
Trust has the right, under the lending agreement, to terminate the loan and
recover the securities from the borrower with prior notice. The Trust is
required to return the cash collateral to the borrower and could suffer a
loss if the value of the collateral, as invested, has declined.
G. Automatic Dividend Reinvestment Plan
All common shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
Plan), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional common
shares of the Trust in lieu of cash. Shareowners may elect not to
participate in the Plan. Shareowners not participating in the Plan receive
all dividends and capital gain distributions in cash. Participation in the
Plan is completely voluntary and may be terminated or resumed at any time
without penalty by notifying American Stock Transfer & Trust Company, the
agent for shareowners in administering the Plan (the Plan Agent), in
writing prior to any dividend record date; otherwise such termination or
resumption will be effective with respect to any subsequently declared
dividend or other distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate in
the Plan on the shareowner's behalf. If the firm or nominee does not offer
Pioneer High Income Trust | Annual Report | 3/31/10 45
the Plan, dividends will be paid in cash to the shareowner of record. A
firm or nominee may reinvest a shareowner's cash dividends in common shares
of the Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional
unissued but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If,
on the payment date for any dividend the net asset value per common share
is equal to or less than the market price per share plus estimated
brokerage trading fees (market premium), the Plan Agent will invest the
dividend amount in newly issued common shares. The number of newly issued
common shares to be credited to each account will be determined by dividing
the dollar amount of the dividend by the net asset value per common share
on the date the shares are issued, provided that the maximum discount from
the then current market price per share on the date of issuance does not
exceed 5%. If, on the payment date for any dividend, the net asset value
per common share is greater than the market value (market discount), the
Plan Agent will invest the dividend amount in common shares acquired in
open-market purchases. There are no brokerage charges with respect to newly
issued common shares. However, each participant will pay a pro rata share
of brokerage trading fees incurred with respect to the Plan Agent's
open-market purchases. Participating in the Plan does not relieve
shareowners from any federal, state or local taxes which may be due on
dividends paid in any taxable year. Shareowners holding Plan shares in a
brokerage account may not be able to transfer the shares to another broker
and continue to participate in the Plan.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit) manages
the Trust's portfolio. Management fees payable under the Trust's Advisory
Agreement with PIM are calculated daily at the annual rate of 0.60% of the
Trust's average daily managed assets. "Managed assets" means (a) the total
assets of the Trust, 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 of the issuance of debt securities), (ii)
the issuance of preferred stock or other similar preference securities, and/or
(iii) any other means. Prior to November 1, 2009, management fees were
calculated at the annual rate of 0.60% of the Trust's average weekly managed
assets. For the year ended March 31, 2010, the net management fee was equivalent
to 0.60% of the Trust's average daily managed assets, which was equivalent to
0.90% of the Trust's average daily net assets attributable to the common
shareowners.
46 Pioneer High Income Trust | Annual Report | 3/31/10
In addition, under PIM's management and administration agreements, certain other
services and costs are paid by PIM and reimbursed by the Trust. At March 31,
2010 $272,431 was payable to PIM related to management costs, administrative
costs and certain other services and is in included in "Due to affiliates" on
the Statement of Assets and Liabilities.
PIM has retained Princeton Administrators, LLC (Princeton) to provide certain
administrative and accounting services to the Trust on its behalf. PIM pays
Princeton a monthly fee at an annual rate equal to 0.07% of the Trust's average
daily managed assets up to $500 million and 0.03% for average daily managed
assets in excess of $500 million, subject to a minimum monthly fee of $10,000.
Princeton receives no compensation directly from the Trust.
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), a wholly owned
indirect subsidiary of UniCredit, through a sub-transfer agency agreement with
American Stock Transfer & Trust Company, provides substantially all transfer
agent and shareowner services related to the Trust's common shares at negotiated
rates. Deutsche Bank Trust Company Americas (Deutsche Bank) is the transfer
agent, registrar, dividend paying agent and auction agent with respect to the
Trust's Auction Market Preferred Shares (AMPS). The Trust pays Deutsche Bank an
annual fee, as is agreed to from time to time by the Trust and Deutsche Bank,
for providing such services.
4. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Trust's custodian expenses. For the year ended March 31, 2010, the Trust
expenses were reduced by $4 under such arrangement.
5. Forward Foreign Currency Contracts
At March 31, 2010, the Trust had entered into various contracts that obligate
the Trust to deliver or take delivery of currencies at specified future maturity
dates. Alternatively, prior to the settlement date of a forward foreign currency
contract, the Trust may close out such contract by entering into an offsetting
hedge contract. The average number of contracts open during the year ended March
31, 2010 was 8,222,667.
Pioneer High Income Trust | Annual Report | 3/31/10 47
Open portfolio hedges at March 31, 2010, were as follows:
-------------------------------------------------------------------------------------
Net
Contracts Net
to Receive/ In Exchange Settlement Unrealized
Currency (Deliver) For US$ Date US$ Value Loss
-------------------------------------------------------------------------------------
EURO 3,212,000 $ 4,733,074 6/11/10 $ 4,346,296 $ (386,778)
EURO (1,900,000) $(2,607,370) 5/5/10 $ (2,566,864) $ 40,506
EURO (3,700,000) $(5,200,856) 6/11/10 $ (5,006,630) $ 194,226
EURO (3,300,000) $(4,606,401) 6/11/10 $ (4,465,373) $ 141,028
-------------------------------------------------------------------------------------
Total $ (11,018)
=====================================================================================
As of March 31, 2010, the Trust had no outstanding forward currency settlement
contracts.
6. Unfunded Loan Commitments
As of March 31, 2010, the Trust had an unfunded loan commitment of $2,135,000
which could be extended at the option of the borrower, pursuant to the following
loan agreement:
--------------------------------------------------------------------------------
Borrower Unfunded Loan Commitment
--------------------------------------------------------------------------------
CF Industries, Holdings, Inc., Bridge Facility Loan $2,135,000
================================================================================
7. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the years ended March
31, 2010 and March 31, 2009 were as follows:
--------------------------------------------------------------------------------
2010 2009
--------------------------------------------------------------------------------
Shares outstanding at beginning of year 27,463,925 27,227,442
Reinvestment of distributions 273,574 236,483
--------------------------------------------------------------------------------
Shares outstanding at end of year 27,737,499 27,463,925
================================================================================
The Trust may classify or reclassify any unissued common shares of beneficial
interest into one or more series of preferred shares of beneficial interest. As
of March 31, 2010, there were 6,040 AMPS as follows: Series M7-2,020, Series
W28-2,020 and Series TH7-2,000.
Dividends on Series M7 and Series TH7 are cumulative at a rate which is reset
every seven days based on the results of an auction. Dividends on Series W28 are
also cumulative at a rate reset every 28 days based on the results of an
auction. An auction fails if there are more AMPS offered for sale than there are
buyers. When an auction fails, the dividend rate for the period will be the
maximum rate on the auction dates described in the prospectus for the AMPS.
48 Pioneer High Income Trust | Annual Report | 3/31/10
Preferred shareowners will not be able to sell their AMPS at an auction if the
auction fails. Since February 2008, the Trust's auctions related to the AMPS
have failed. The maximum rate for the 7-Day Series is 150% of the 7 day
commercial paper rate. The maximum rate for the 28 day Series is 150% of the 30
day commercial paper rate. Dividend rates on AMPS ranged from 0.060% to 0.677%
during the year ended March 31, 2010.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, the Trust does not comply with the asset coverage
ratios described in the prospectus for the AMPS.
The AMPS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The AMPS are also subject to mandatory
redemption at $25,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Trust as set forth in the Statement of
Preference are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. Holders of AMPS are also entitled to elect two
of the Trust's Trustees. In addition, the Investment Company Act of 1940, as
amended, requires that along with approval by shareowners that might otherwise
be required, the approval of the holders of a majority of any outstanding
preferred shares, voting separately as a class, would be required to (a) adopt
any plan of reorganization that would adversely affect the preferred shares and
(b) take any action requiring a vote of security holders, including, among other
things, changes in the Trust's subclassification as a closed-end management
investment company or changes in its fundamental investment restrictions.
8. Additional Disclosures about Derivative Instruments and Hedging Activities:
Fair values of derivative instruments as of March 31, 2010:
----------------------------------------------------------------------------------------------------------
Derivatives Not
Accounted for as Hedging
Instruments under
Accounting Standards Asset Derivatives Liabilities Derivatives
Codification (ASC) 815 ------------------------------------ ------------------------------------
(formerly FASB
Statement 133) Balance Sheet Location Fair Value Balance Sheet Location Fair Value
----------------------------------------------------------------------------------------------------------
Foreign Exchange Contracts Receivables $ -- Payables* $11,018
----------------------------------------------------------------------------------------------------------
Total $ -- $11,018
==========================================================================================================
* Foreign Exchange Contracts are shown as a net payable on the Statement of
Assets and Liabilities.
Pioneer High Income Trust | Annual Report | 3/31/10 49
The effect of derivative instruments on the Statement of Operations for the year
ended March 31, 2010 was as follows:
--------------------------------------------------------------------------------------------------------
Derivatives Not
Accounted for as
Hedging Instruments
under Accounting Standards Change in
Codification (ASC) 815 Location of Gain or Realized Gain or Unrealized Gain or
(formerly FASB (Loss) on Derivatives (Loss) on Derivatives (Loss) on Derivatives
Statement 133) Recognized in Income Recognized in Income Recognized in Income
--------------------------------------------------------------------------------------------------------
Foreign Exchange Net realized gain on $669,074
Contracts forward foreign currency
contracts and other
assets and liabilities
denominated in foreign
currencies
--------------------------------------------------------------------------------------------------------
Foreign Exchange Change in net $(661,324)
Contracts unrealized gain (loss)
on forward foreign
currency contracts and
other assets and
liabilities denominated
in foreign currencies
========================================================================================================
9. Subsequent Events
Subsequent to March 31, 2010 the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.1375 per common share
payable April 30, 2010, to common shareowners of record on April 15, 2010.
Subsequent to March 31, 2010, dividends declared and paid on preferred shares
totaled $35,556 in aggregate for the two outstanding preferred share series
through May 13, 2010.
In preparing these financial statements, PIM has evaluated the impact of all
events and transactions for potential recognition or disclosure and has
determined that other than disclosed above, there were no events requiring
recognition or disclosure in the financial statements.
50 Pioneer High Income Trust | Annual Report | 3/31/10
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of
Pioneer High Income Trust:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
High Income Trust (the "Trust"), including the schedule of investments, as of
March 31, 2010, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of March 31, 2010, by correspondence with the custodian,
selling or agent banks and brokers or by other appropriate auditing procedures
where replies from brokers were not received. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer High Income Trust at March 31, 2010, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with U.S. generally accepted accounting
principles.
/s/Ernst + Young LLP
Boston, Massachusetts
May 21, 2010
Pioneer High Income Trust | Annual Report | 3/31/10 51
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's investment
objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust that have not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
CEO CERTIFICATION DISCLOSURE (unaudited)
The Trust's Chief Executive Officer has submitted to the New York Stock Exchange
the annual CEO certification as required by Section 303A.12(a) of the NYSE
Listed Company Manual. In addition, the Trust has filed with the Securities and
Exchange Commission the certification of its Chief Executive Officer and Chief
Financial Officer required by Section 302 of the Sarbanes- Oxley Act.
52 Pioneer High Income Trust | Annual Report | 3/31/10
Results of Shareholder Meeting (unaudited)
At the annual meeting of shareowners held on September 22, 2009, and adjourned
to October 8, 2009 with respect to Proposal 2, shareowners of Pioneer High
Income Trust were asked to consider the proposals described below. A report of
the total votes cast by the Trust's shareholders follows:
Proposal 1 -- To elect Class I Trustees.
--------------------------------------------------------------------------------
Nominee For Withheld
--------------------------------------------------------------------------------
Mary K. Bush 17,296,048 771,075
Thomas J. Perna 17,367,768 699,355
Marguerite A. Piret+ 3,322 32
+ Elected by Preferred Shares only
Proposal 2 -- To approve an Amended and Restated Management Agreement with
Pioneer Investment Management, Inc.
--------------------------------------------------------------------------------
Broker
For Against Abstain Non-Votes
--------------------------------------------------------------------------------
12,630,550 369,189 334,425 4,737,065
IMPORTANT TAX INFORMATION (unaudited)
The following information is provided with respect to the ordinary income
distributions paid by Pioneer High Income Trust during the fiscal year ended
March 31, 2010:
Interest-Related Dividends for Non-U.S. Residents 78.37%*
------------------
* Represents the portion of the taxable ordinary income dividends eligible
for tax exemption from U.S. withholding tax for nonresident aliens and
foreign corporations.
Pioneer High Income Trust | Annual Report | 3/31/10 53
Approval of Investment Advisory Agreement (unaudited)
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer High Income Trust (the Trust) pursuant to an investment advisory
agreement between PIM and the Trust. In order for PIM to remain the investment
adviser of the Trust, the Trustees of the Trust must determine annually whether
to renew the investment advisory agreement for the Trust.
The contract review process began in March 2009 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the process.
In July 2009, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in August 2009. After reviewing and
discussing the materials, the Trustees submitted a request for additional
information to PIM in September 2009, and materials were provided in response to
this request. Meetings of the independent Trustees of the Trust were held in
July, September, October, and November, 2009 to review and discuss the contract
review materials. In addition, the Trustees took into account the information
related to the Trust provided to the Trustees at each regularly scheduled
meeting.
At a meeting held on November 10, 2009, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Trust,
including the independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Trust, taking into account the investment objective
and strategy of the Trust. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Trust, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Trust. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Trust,
including PIM's compliance and legal resources and personnel. The Trustees also
considered the substantial attention and high priority given by PIM's senior
management to the Pioneer fund complex.
54 Pioneer High Income Trust | Annual Report | 3/31/10
The Trustees considered that PIM supervises and monitors the performance of the
Trust's service providers and provides the Trust with personnel (including Trust
officers) and other resources that are necessary for the Trust's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Trust's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Trust were
satisfactory and consistent with the terms of the investment advisory agreement.
Performance of the Trust
The Trustees considered the performance results of the Trust over various time
periods. They reviewed information comparing the Trust's performance with the
performance of its peer group of funds as classified by Morningstar, Inc.
(Morningstar), an independent provider of investment company data, and with the
performance of the Trust's benchmark index. The Trustees considered that the
Trust's annualized total return was in the second quintile of its Morningstar
category for the one and three year periods ended June 30, 2009, and in the
first quintile of its Morningstar category for the five year period ended June
30 2009. (In all quintile rankings referred to throughout this disclosure, first
quintile is most favorable to the Trust's shareowners. Thus, highest relative
performance would be first quintile and lowest relative expenses would also be
first quintile.) The Trustees considered that the Trust's yield (at market
value) was better than the average yield (at market value) of the funds in its
peer group as of June 30, 2009. The Trustees noted that the yield of the Trust
also compared favorably to the yield of the Trust's benchmark as of June 30,
2009. The Trustees reviewed data provided by Pioneer showing how leverage had
benefited the Trust's common shareholders. The Trustees concluded that the
investment performance of the Trust was satisfactory.
Management Fee and Expenses
The Trustees considered information on the fees and expenses of the Trust in
comparison to the management fees and the expense ratios of a peer group of
funds selected on the basis of criteria determined by the independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC (Strategic Insight), an independent third party.
The Trustees considered that the Trust's management fee rate based on net assets
attributable to common shares for the twelve months ended June 30, 2009 was in
the fourth quintile relative to the management fees paid by other funds in its
Strategic Insight peer group for the comparable period. The Trustees considered
the effect of leverage on the Trust's management fee relative to its peers by
reviewing the management fee ratios of the Trust and its peers based on managed
assets rather than net assets attributable to common shares.
Pioneer High Income Trust | Annual Report | 3/31/10 55
They noted that, on that basis, the Trust's management fee for the twelve months
ended June 30, 2009 was in the second quintile relative to its peer group for
the comparable period. The Trustees also considered that the Trust's expense
ratio based on net assets attributable to common shares for the twelve months
ended June 30, 2009 was in the third quintile relative to its Strategic Insight
peer group for the comparable period.
The Trustees also reviewed management fees charged by PIM to its institutional
and other clients. In evaluating the fees associated with PIM's client accounts,
the Trustees took into account the respective demands, resources and complexity
associated with the Trust and client accounts. The Trustees noted that in some
instances the fee rates for those clients were lower than the management fee for
the Trust and considered that, under the investment advisory agreement with the
Trust, PIM performs additional services for the Trust that it does not provide
to those other clients or services that are broader in scope, including
oversight of the Trust's other service providers and activities related to
compliance and the extensive regulatory and tax regimes to which the Trust is
subject.
The Trustees concluded that the management fee payable by the Trust to PIM was
reasonable in relation to the nature and quality of the services provided by
PIM. The Trustees also concluded that the Trust's expense ratio was reasonable
taking into account the nature and quality of services provided by PIM.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Trust,
including the methodology used by PIM in allocating certain of its costs to the
management of the Trust. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Trust. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Trust in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Trust
was not unreasonable.
Economies of Scale
The Trustees considered the extent to which PIM may realize economies of scale
or other efficiencies in managing and supporting the Trust. Since the Trust is a
closed-end fund that has not raised additional capital, the Trustees concluded
that economies of scale were not a relevant consideration in the renewal of the
investment advisory agreement.
56 Pioneer High Income Trust | Annual Report | 3/31/10
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Trust. The Trustees considered the character and amount of fees paid by the
Trust, other than under the investment advisory agreement, for services provided
by PIM and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
considered the intangible benefits to PIM by virtue of its relationship with the
Trust and the other Pioneer funds. The Trustees concluded that the receipt of
these benefits was reasonable in the context of the overall relationship between
PIM and the Trust.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the independent Trustees, concluded that the
investment advisory agreement between PIM and the Trust, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Trust.
Pioneer High Income Trust | Annual Report | 3/31/10 57
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Legal Counsel
Bingham McCutchen LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
American Stock Transfer & Trust Company
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Sub-Administrator
Princeton Administrators, LLC
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at http://www.sec.gov.
Trustees and Officers
The Board of Trustees provides broad supervision over the Trust's affairs. The
officers of the Trust are responsible for the Trust's operations. The Trustees
and officers are listed below, together with their principal occupations during
the past five years. Trustees who are interested persons of the Trust within the
meaning of the 1940 Act are referred to as Interested Trustees. Trustees who are
not interested persons of the Trust are referred to as Independent Trustees.
Each of the Trustees, except Mr. West, serves as a Trustee of each of the 57
U.S. registered investment portfolios for which Pioneer serves as investment
adviser (the "Pioneer Funds"). Mr. West serves as a Trustee of 44 U.S.
registered investment portfolios for which Pioneer serves as investment adviser.
The address for all Trustees and all officers of the Trust is 60 State Street,
Boston, Massachusetts 02109.
58 Pioneer High Income Trust | Annual Report | 3/31/10
Interested Trustees
----------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Trust and Term of Office
----------------------------------------------------------------------
John F. Cogan, Jr. (83)* Chairman of the Class II Trustee since
Board, Trustee 2002. Term expires
and President in 2010. Elected by
Preferred Shares only.
----------------------------------------------------------------------
Daniel K. Kingsbury (51)* Trustee and Class III Trustee since
Executive Vice 2007. Term expires
President in 2011.
----------------------------------------------------------------------
Interested Trustees
--------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
--------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (83)* Non-Executive Chairman and a Director of Pioneer Investment None
Management USA Inc. ("PIM-USA"); Chairman and a Director of
Pioneer; Chairman and Director of Pioneer Institutional Asset
Management, Inc. (since 2006); Director of Pioneer Alternative
Investment Management Limited (Dublin); President and a Direc-
tor of Pioneer Alternative Investment Management (Bermuda)
Limited and affiliated funds; Deputy Chairman and a Director of
Pioneer Global Asset Management S.p.A. ("PGAM") (until April
2010); Director of PIOGLOBAL Real Estate Investment Fund
(Russia) (until June 2006); Director of Nano-C, Inc. (since
2003); Director of Cole Management Inc. (since 2004); Director
of Fiduciary Counseling, Inc.; President and Director of Pioneer
Funds Distributor, Inc. ("PFD") (until May 2006); President of all
of the Pioneer Funds; and Of Counsel, Wilmer Cutler Pickering
Hale and Dorr LLP
--------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (51)* Director, CEO and President of PIM USA (since February 2007); None
Director and President of Pioneer and Pioneer Institutional
Asset Management, Inc. (since February 2007); Executive
Vice President of all of the Pioneer Funds (since March 2007);
Director of PGAM (2007 - 2010); Head of New Europe Division,
PGAM (2000 - 2005); Head of New Markets Division, PGAM
(2005 - 2007)
--------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are
officers or directors of the Trust's investment adviser and certain of its
affiliates.
Pioneer High Income Trust | Annual Report | 3/31/10 59
Independent Trustees
------------------------------------------------------------
Position Held Length of Service
Name and Age With the Trust and Term of Office
------------------------------------------------------------
David R. Bock (66) Trustee Class II Trustee since
2005. Term expires
in 2010.
------------------------------------------------------------
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (66) Interim Chief Executive Officer, Oxford Analytica, Inc. (privately- Director of Enterprise Community
held research and consulting company) (2010 - present); Man- Investment, Inc. (privately-held afford-
aging Partner, Federal City Capital Advisors (corporate advisory able housing finance company)
services company) (1997 to 2004 and 2008 - present); Execu- (1985 - present); Director of New
tive Vice President and Chief Financial Officer, I-trax, Inc. (pub- York Mortgage Trust (publicly-traded
licly traded health care services company) (2004 - 2007); and mortgage REIT) (2004 - 2009)
Executive Vice President and Chief Financial Officer, Pedestal Inc.
(internet-based mortgage trading company (2000 - 2002)
------------------------------------------------------------------------------------------------------------------------------------
60 Pioneer High Income Trust | Annual Report | 3/31/10
-----------------------------------------------------------
Position Held Length of Service
Name and Age With the Trust and Term of Office
-----------------------------------------------------------
Mary K. Bush (62) Trustee Class I Trustee since
2002. Term expires
in 2012.
-----------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
--------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (62) President, Bush International, LLC (international financial advi- Director of Marriott International, Inc.
sory firm) (1991 - present); Managing Director, Federal Housing (2008 - present); Director of Dis-
Finance Board (oversight of Federal Home Loan Bank system) cover Financial Services (credit card
(1989 - 1991); Vice President and Head of International issuer and electronic payment ser-
Finance, Federal National Mortgage Association (1988 - 1989); vices) (2007 - present); Former
U.S. Alternate Executive Director, International Monetary Fund Director of Briggs & Stratton Co.
(1984 - 1988); Executive Assistant to Deputy Secretary of the (engine manufacturer) (2004 -
U.S. Treasury, U.S. Treasury Department (1982 - 1984); Vice 2009); Director of UAL Corporation
President and Team Leader in Corporate Banking, Bankers Trust (airline holding company) (2006 -
Co. (1976 - 1982) present); Director of ManTech Inter-
national Corporation (national secu-
rity, defense, and intelligence tech-
nology firm) (2006 - present); and
Member, Board of Governors, Invest-
ment Company Institute (2007 -
present); Former Director of Brady
Corporation (2000 - 2007); Former
Director of Mortgage Guaranty Insur-
ance Corporation (1991 - 2006);
Former Director of Millennium
Chemicals, Inc. (commodity chemi-
cals) (2002 - 2005); Former Direc-
tor, R.J. Reynolds Tobacco Holdings,
Inc. (tobacco) (1999 - 2005);
Former Director of Texaco, Inc.
(1997 - 2001)
--------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/10
61
Independent Trustees (continued)
--------------------------------------------------------------------
Position Held Length of Service
Name and Age With the Trust and Term of Office
--------------------------------------------------------------------
Benjamin M. Friedman (65) Trustee Class III Trustee since
2008. Term expires in
2011.
--------------------------------------------------------------------
Margaret B.W. Graham (62) Trustee Class III Trustee since
2002. Term expires
in 2011.
--------------------------------------------------------------------
Thomas J. Perna (59) Trustee Class I Trustee since
2006. Term expires
in 2012.
--------------------------------------------------------------------
Marguerite A. Piret (61) Trustee Class I Trustee since
2002. Term expires in
2012. Elected by Pre-
ferred Shares only.
--------------------------------------------------------------------
Stephen K. West (81) Trustee Class II Trustee since
2002. Term expires
in 2010.
--------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
-------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (65) William Joseph Maier Professor of Political Economy, Harvard Trustee, Mellon Institutional
University (1972 - present) Funds Investment Trust and
Mellon Institutional Funds
Master Portfolio (over-saw 17
portfolios in fund complex)
(1989 - 2008)
-------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (62) Founding Director, Vice-President and Corporate Secretary, The None
Winthrop Group, Inc. (consulting firm); and Desautels Faculty of
Management, McGill University (1999 - present); and Manager
of Research Operations and Organizational Learning, Xerox PARC,
Xerox's Advance Research Center (1990 - 1994)
-------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (59) Chairman and Chief Executive Officer, Quadriserv, Inc. (technol- Director, Broadridge Financial
ogy products for securities lending industry) (2008 - present); Solutions, Inc.(2009 -
Private investor (2004 - 2008); and Senior Executive Vice Presi- present); Director,
dent, The Bank of New York (financial and securities services) Quadriserv, Inc. (2005 -
(1986 - 2004) present)
-------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (61) President and Chief Executive Officer, Newbury, Piret & Company, Director of New America High
Inc. (investment banking firm) (1981 - present) Income Fund, Inc. (closed-end
investment company) (2004 -
present); Member, Board of
Governors, Investment Company
Institute (2000 - 2006)
-------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (81) Senior Counsel, Sullivan & Cromwell LLP (law firm) (1998 - Director, The Swiss Helvetia
present); Partner, Sullivan & Cromwell LLP (prior to 1998) Fund, Inc. (closed-end
investment company); Director,
AMVESCAP, PLC (investment
manager) (1997 - 2005)
-------------------------------------------------------------------------------------------------------------------------------
62 Pioneer High Income Trust | Annual Report | 3/31/10
Trust Officers
-------------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Trust and Term of Office
-------------------------------------------------------------------------
Christopher J. Kelley (45) Assistant Secretary Since 2003. Serves
at the discretion of
the Board.
-------------------------------------------------------------------------
Mark E. Bradley (50) Treasurer Since 2008. Serves
at the discretion of
the Board.
-------------------------------------------------------------------------
Luis I. Presutti (45) Assistant Treasurer Since 2002. Serves
at the discretion of
the Board.
-------------------------------------------------------------------------
Gary Sullivan (52) Assistant Treasurer Since 2002. Serves
at the discretion of
the Board.
-------------------------------------------------------------------------
Trust Officers
----------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Officer
----------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (45) Vice President and Associate General Counsel of Pioneer since None
January 2008 and Assistant Secretary of all of the Pioneer Funds
since September 2003; Vice President and Senior Counsel of
Pioneer from July 2002 to December 2007
----------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (50) Vice President - Fund Accounting, Administration and Controller- None
ship Services of Pioneer; and Treasurer of all of the Pioneer
Funds since March 2008; Deputy Treasurer of Pioneer from
March 2004 to February 2008; Assistant Treasurer of all of the
Pioneer Funds from March 2004 to February 2008
----------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (45) Assistant Vice President - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
----------------------------------------------------------------------------------------------------------------------
Gary Sullivan (52) Fund Accounting Manager - Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Treasurer
of all of the Pioneer Funds
----------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/10
63
Trust Officers (continued)
--------------------------------------------------------------------
Position Held Length of Service
Name and Age with the Trust and Term of Office
--------------------------------------------------------------------
David F. Johnson (30) Assistant Treasurer Since 2009. Serves
at the discretion of
the Board.
--------------------------------------------------------------------
Jean M. Bradley (57) Chief Compliance Since 2010. Serves
Officer at the discretion of
the Board.
--------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Officer
----------------------------------------------------------------------------------------------------------------
David F. Johnson (30) Fund Administration Manager - Fund Accounting, Administration None
and Controllership Services since November 2008 and Assistant
Treasurer of all of the Pioneer Funds since January 2009; Client
Service Manager - Institutional Investor Services at State Street
Bank from March 2003 to March 2007
----------------------------------------------------------------------------------------------------------------
Jean M. Bradley (57) Chief Compliance Officer of Pioneer and of all the Pioneer Funds None
since March 2010; Director of Adviser and Portfolio Compliance
at Pioneer since October 2005; Senior Compliance Officer for
Columbia Management Advisers, Inc. from October 2003 to
October 2005
----------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and Pioneer Investment Management
Shareholder Services, Inc. ("PIMSS") is indirectly wholly owned by UniCredit
S.p.A. ("UniCredit"), one of the largest banking groups in Italy. Pioneer, the
Trust's investment adviser, provides investment management and financial
services to mutual funds, institutional and other clients.
64 Pioneer High Income Trust | Annual Report | 3/31/10
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/10 65
This page for your notes.
66 Pioneer High Income Trust | Annual Report | 3/31/10
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/10 67
This page for your notes.
68 Pioneer High Income Trust | Annual Report | 3/31/10
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.pioneerinvestments.com.
The Trust files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
The Trust's Chief Executive Officer is required by the New York Stock Exchange's
Listing Standards to file annually with the Exchange a certification that he is
not aware of any violation by the Trust of the Exchange's Corporate Governance
Standards applicable to the Trust. The Trust has filed such certification.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust, including
fees associated with the filings to update its Form N-2
and issuance of comfort letters, totaled approximately
$41,600 in 2010 and $41,300 in 2009.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees
Audit related fees for the Trust's audit related
services totaled approximately $9,652 and $9,652 in
2010 and 2009, respectively.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax
returns, totaled approximately $8,290 and $8,290 for
2010 and 2009, respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
All Other Fees
There were no other fees paid in 2010 and 2009.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into
on or after May 6, 2003, the effective date of the new
SEC pre-approval rules, the Trust's audit committee is
required to pre-approve services to affiliates defined by
SEC rules to the extent that the services are determined
to have a direct impact on the operations or financial
reporting of the Trust. For the years ended March 31,
2010 and 2009, there were no services provided to an
affiliate that required the Trust's audit committee pre-
approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Trust and affiliates,
as previously defined, totaled approximately $17,942 in
2010 and $17,942 in 2009.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has considered
whether the provision of non-audit services that were rendered to the
Affiliates (as defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
The registrant has a separately-designated standing audit
committe eestablished in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
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Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
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voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
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The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
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o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
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General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
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o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
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Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
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Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
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We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
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We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
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Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
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Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
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Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Additional Information About the Portfolio Managers
Other Accounts Managed by the Portfolio Managers. The table below indicates, for
the portfolio manager of the fund, information about the accounts other than the
fund over which the portfolio manager has day-to-day investment responsibility.
All information on the number of accounts and total assets in the table is as of
March 31, 2010. For purposes of the table, "Other Pooled Investment Vehicles"
may include investment partnerships, undertakings for collective investments in
transferable securities ("UCITS") and other non-U.S. investment funds and group
trusts, and "Other Accounts" may include separate accounts for institutions or
individuals, insurance company general or separate accounts, pension funds and
other similar institutional accounts but generally do not include the portfolio
manager's personal investment accounts or those which the manager may be deemed
to own beneficially under the code of ethics. Certain funds and other accounts
managed by the portfolio manager may have substantially similar investment
strategies.
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Name of Portfolio Type of Account Number of Total Assets Number of Assets Managed
Manager Accounts Managed Managed Accounts Managed for which
for which Advisory Fee is
Advisory Fee is Performance-Based
Performance-Based
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Andrew Feltus Other Registered 6 $5,904,343,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 4 $1,599,932,000 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 1 $335,242,000 N/A N/A
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Potential Conflicts of Interest. When a portfolio manager is responsible for the
management of more than one account, the potential arises for the portfolio
manager to favor one account over another. The principal types of potential
conflicts of interest that may arise are discussed below. For the reasons
outlined below, Pioneer does not believe that any material conflicts are likely
to arise out of a portfolio manager's responsibility for the management of the
fund as well as one or more other accounts. Although Pioneer has adopted
procedures that it believes are reasonably designed to detect and prevent
violations of the federal securities laws and to mitigate the potential for
conflicts of interest to affect its portfolio management decisions, there can be
no assurance that all conflicts will be identified or that all procedures will
be effective in mitigating the potential for such risks. Generally, the risks of
such conflicts of interest are increased to the extent that a portfolio manager
has a financial incentive to favor one account over another. Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest. See "Compensation of Portfolio
Managers" below.
o A portfolio manager could favor one account over another in allocating
new investment opportunities that have limited supply, such as initial
public offerings and private placements. If, for example, an initial
public offering that was expected to appreciate in value significantly
shortly after the offering was allocated to a single account, that
account may be expected to have better investment performance than
other accounts that did not receive an allocation of the initial
public offering. Generally, investments for which there is limited
availability are allocated based upon a range of factors including
available cash and consistency with the accounts' investment
objectives and policies. This allocation methodology necessarily
involves some subjective elements but is intended over time to treat
each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata
basis. Although Pioneer believes that its practices are reasonably
designed to treat each client in an equitable and fair manner, there
may be instances where a fund may not participate, or may participate
to a lesser degree than other clients, in the allocation of an
investment opportunity.
o A portfolio manager could favor one account over another in the order
in which trades for the accounts are placed. If a portfolio manager
determines to purchase a security for more than one account in an
aggregate amount that may influence the market price of the security,
accounts that purchased or sold the security first may receive a more
favorable price than accounts that made subsequent transactions. The
less liquid the market for the security or the greater the percentage
that the proposed aggregate purchases or sales represent of average
daily trading volume, the greater the potential for accounts that make
subsequent purchases or sales to receive a less favorable price. When
a portfolio manager intends to trade the same security on the same day
for more than one account, the trades typically are "bunched," which
means that the trades for the individual accounts are aggregated and
each account receives the same price. There are some types of accounts
as to which bunching may not be possible for contractual reasons (such
as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in
the best possible price. Where those accounts or circumstances are
involved, Pioneer will place the order in a manner intended to result
in as favorable a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater
degree than other accounts managed by the portfolio manager. If, for
example, the portfolio manager receives a bonus based upon the
performance of certain accounts relative to a benchmark while other
accounts are disregarded for this purpose, the portfolio manager will
have a financial incentive to seek to have the accounts that determine
the portfolio manager's bonus achieve the best possible performance to
the possible detriment of other accounts. Similarly, if Pioneer
receives a performance-based advisory fee, the portfolio manager may
favor that account, whether or not the performance of that account
directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager
has a beneficial interest in the account, in order to benefit a large
client or to compensate a client that had poor returns. For example,
if the portfolio manager held an interest in an investment partnership
that was one of the accounts managed by the portfolio manager, the
portfolio manager would have an economic incentive to favor the
account in which the portfolio manager held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could
arise. For example, if a portfolio manager purchases a security for
one account and sells the same security for another account, such
trading pattern may disadvantage either the account that is long or
short. In making portfolio manager assignments, Pioneer seeks to avoid
such potentially conflicting situations. However, where a portfolio
manager is responsible for accounts with differing investment
objectives and policies, it is possible that the portfolio manager
will conclude that it is in the best interest of one account to sell a
portfolio security while another account continues to hold or increase
the holding in such security.
Compensation of Portfolio Managers. Pioneer has adopted a system of compensation
for portfolio managers that seeks to align the financial interests of the
portfolio managers with those of shareholders of the accounts (including Pioneer
funds) the portfolio managers manage, as well as with the financial performance
of Pioneer. The compensation program for all Pioneer portfolio managers includes
a base salary (determined by the rank and tenure of the employee) and an annual
bonus program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Pioneer seeks to set base compensation at market rates, taking
into account the experience and responsibilities of the portfolio manager. The
bonus plan is intended to provide a competitive level of annual bonus
compensation that is tied to the portfolio manager achieving superior investment
performance and align the interests of the investment professional with those of
shareholders, as well as with the financial performance of Pioneer. Any bonus
under the plan is completely discretionary, with a maximum annual bonus that may
be in excess of base salary. The annual bonus is based upon a combination of the
following factors:
o Quantitative Investment Performance. The quantitative investment
performance calculation is based on pre-tax investment performance of
all of the accounts managed by the portfolio manager (which includes
the fund and any other accounts managed by the portfolio manager) over
a one-year period (20% weighting) and four-year period (80%
weighting), measured for periods ending on December 31. The accounts,
which include the fund, are ranked against a group of mutual funds
with similar investment objectives and investment focus (60%) and a
broad-based securities market index measuring the performance of the
same type of securities in which the accounts invest (40%), which, in
the case of the fund, is the Bank of America Merrill Lynch High Yield
Master II Index. As a result of these two benchmarks, the performance
of the portfolio manager for compensation purposes is measured against
the criteria that are relevant to the portfolio manager's competitive
universe.
o Qualitative Performance. The qualitative performance component with
respect to all of the accounts managed by the portfolio manager
includes objectives, such as effectiveness in the areas of teamwork,
leadership, communications and marketing, that are mutually
established and evaluated by each portfolio manager and management.
o Pioneer Results and Business Line Results. Pioneer's financial
performance, as well as the investment performance of its investment
management group, affect a portfolio manager's actual bonus by a
leverage factor of plus or minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
Share Ownership by Portfolio Manager. The following table indicates as of March
31, 2010 the value, within the indicated range, of shares beneficially owned by
the portfolio manager of the fund.
--------------------------------------- -----------------------------------------------------------------
Name of Portfolio Manager Beneficial Ownership of the Fund*
--------------------------------------- -----------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------
Andrew Feltus C
--------------------------------------- -----------------------------------------------------------------
*Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date May 28, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date May 28, 2010
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date May 28, 2010
* Print the name and title of each signing officer under his or her signature.