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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, 2014 through September 30, 2014
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 STOCKHOLDERS.
Pioneer High
Income Trust
--------------------------------------------------------------------------------
Semiannual Report | September 30, 2014
--------------------------------------------------------------------------------
Ticker Symbol: PHT
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Schedule of Investments 13
Financial Statements 41
Notes to Financial Statements 47
Approval of Investment Advisory Agreement 61
Trustees, Officers and Service Providers 65
Pioneer High Income Trust | Semiannual Report | 9/30/14 1
President's Letter
Dear Shareowner,
As we move into the final months of 2014, we remain confident that U.S. economic
growth remains self-sustaining despite weakness in foreign economies, and that
the expansion will continue until the economy reaches full employment.
Unemployment has ticked down below 6% and the number of job openings is at the
highest level since 2000, while the number of people filing initial unemployment
claims has fallen to the lowest level in fourteen years. Wage growth, while
still low, is outpacing inflation, consumer debt burdens are modest and lower
gasoline prices are freeing up discretionary spending power.
The global economic picture is less rosy, however, as the conflict between
Russia and the Ukraine is exacting a toll on the European economy, Japan is
still working through the impact of its large tax increase, and the growth of
China's investment-driven economy has been slowing. There are also geopolitical
and other threats to the outlook, such as the Ebola virus outbreak and the
advance of ISIS in key areas of the Middle East. On balance, though, we expect
the global economy to continue to grow over the remainder of 2014 and in 2015.
While our economic outlook is generally constructive and we believe
opportunities remain for prudent investors to earn attractive returns, markets
are likely to continue to be volatile, a scenario that offers the potential for
rewards, but for increased risks as well.
Since 1928, Pioneer's investment professionals have worked on behalf of our
shareholders, incorporating proprietary research to find attractive investment
opportunities and prudent risk management to construct portfolios.
We continue to advocate the benefits of adhering to a disciplined investment
strategy and encourage you to work with your financial advisor to develop and
implement an overall investment plan that addresses both your short- and long-
term goals.
2 Pioneer High Income Trust | Semiannual Report | 9/30/14
On August 11, 2014, I joined Pioneer as the new President and CEO of Pioneer
Investment Management USA, Inc. In my role, I will focus on preserving many of
the rich qualities of our history, while meeting the challenges and capitalizing
on the opportunities presented by an ever-changing world.
We greatly appreciate your trust in us in the past and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
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 opinion 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 | Semiannual Report | 9/30/14 3
Portfolio Management Discussion | 9/30/14
Lower-rated, credit-sensitive investments underperformed higher-quality
securities during the six-month period ended September 30, 2014, amid market
concerns about weakness in the global economy, outside the United States. In the
following interview, Andrew Feltus discusses the factors that affected the
performance of Pioneer High Income Trust during the six-month period. Mr.
Feltus, Director of High Yield and Bank Loans, a senior vice president and a
portfolio manager at Pioneer, is responsible for the daily management of the
Trust.
Q How did the Trust perform during the six-month period ended September 30,
2014?
A Pioneer High Income Trust returned -0.81% at net asset value and -0.22% at
market price during the six-month period ended September 30, 2014. During
the same six-month period, the Trust's benchmark, the Bank of America
Merrill Lynch (BofA ML) High Yield Master II Index, returned 0.59% at net
asset value. The BofA ML High Yield Master II Index is an unmanaged,
commonly accepted measure of the performance of high-yield securities.
Unlike the Trust, the BofA ML High Yield Master II Index does not use
leverage. While the use of leverage increases investment opportunity, it
also increases investment risk. During the same six-month period, the
average return (at market price) of the 31 closed-end funds in Lipper's High
Current Yield Closed End Funds category (which may or may not be leveraged)
was -0.42%.
Shares of the Trust were selling at a 26.40% premium to net asset value at
the end of the six-month period on September 30, 2014.
On September 30, 2014, the standardized 30-day SEC yield of the Trust's
shares was 8.48%*.
Q How would you describe the investment environment for high-yield bonds
during the six-month period ended September 30, 2014?
A Market enthusiasm for credit-sensitive investments, particularly high-yield
bonds, waned during the period amid worries about weakening economic growth
overseas, despite growing evidence of strengthening in the U.S. economy. As
investors' unease about the global economy increased, performance of
corporate bonds, floating-rate bank loans, asset-backed securities,
convertible bonds and other credit-sensitive securities suffered. As for
higher-quality issues, declining longer- and intermediate-term
* The 30-day SEC yield is a standardized formula that is based on the
hypothetical annualized earning power (investment income only) of the Trust's
portfolio securities during the period indicated.
4 Pioneer High Income Trust | Semiannual Report | 9/30/14
interest rates helped the relative performance of longer-term U.S.
Treasuries as well as other government securities that were less sensitive
to shifting economic trends.
The U.S. economy remained one of the healthiest economies during the period.
Through September 30, 2014, new job openings reached a 13-year high; U.S.
employers added an average of more than 200,000 new jobs to their payrolls
each month during the current calendar year.
The U.S. economic expansion had appeared to stall in the first quarter of
2014, with gross domestic product (GDP) contracting during the three-month
period ended March 31, but the recovery quickly was reinvigorated during the
second quarter, as GDP rose by more than 4%. Consumer spending also
increased during the Trust's semiannual reporting period, driven by
improvements in the job market, with auto sales a particular beneficiary. In
addition, the housing industry improved, although continued tight lending
standards enacted in the aftermath of the 2008-2009 financial crisis has
somewhat limited the housing market's progress. Corporate lending, on the
other hand, saw steady gains during the six-month period. In general, U.S.
corporations appear financially healthy, with strengthened balance sheets
leading to increased investment spending.
Meanwhile, even as the Federal Reserve System (the Fed) continued to taper
its quantitative easing ("QE 3") program during the period, market
perceptions grew that the Fed would not tighten monetary policy abruptly and
become more restrictive after QE3, and that any further changes would be
gradual. At the same time, government fiscal policy, which had limited
economic growth in 2013, appears to be exerting less pressure on the pace of
the expansion in 2014 as the influences of budget sequestration (automatic
spending cuts) and increases in some tax rates enacted in 2013 have begun to
wane. These factors, combined with signs of economic weakening overseas,
encouraged confidence in the U.S. dollar, which strengthened against
virtually all major foreign currencies during the Trust's semiannual
reporting period.
Globally, however, the six-month period saw the emergence of evidence
suggesting weakening growth trends in Europe, Japan, China, and other
emerging markets. The markets have begun to question the vitality of the
European economy as Germany, long seen as the strongest economy in the
region, reported weakening growth and export trends during the period, while
Europe's peripheral economies have continued to struggle with their
recoveries. Growth trends also weakened in Japan, where worries grew about
possible deflationary threats. China, meanwhile, reported gradually slowing
economic growth trends, prompting concerns about possible
Pioneer High Income Trust | Semiannual Report | 9/30/14 5
contagion effects on the global economy in general, and the emerging markets
in particular. Many emerging markets were particularly affected by declining
prices for commodities, including oil, as demand failed to keep up with new
supplies in the global markets. Finally, rising geopolitical tensions in the
Ukraine and the Middle East, and concerns about the Ebola outbreak in Africa
further added to investor uncertainties.
Q Which investment decisions or individual securities had the biggest effects
on the Trust's performance during the six-month period ended September 30,
2014?
A While the Trust outperformed its Lipper peers during the six-month period,
performance did lag that of the benchmark Barclays High Yield Master II
Index (the Barclays Index). The main cause of the underperformance during
the period was related to the leverage, which exaggerates the size of the
moves in the portfolio. Given that the market was down in price during the
six-month period, the decline was magnified by the Trust's use of leverage
(although a portion of the decline was offset by higher earnings). In
addition, the portfolio's duration is shorter than that of the Barclays
Index, and so as interest rates fell during the period, the portfolio did
not appreciate as much as the benchmark. (Duration is a measure of the
sensitivity of the price - the value of principal - of a fixed-income
investment to a change in interest rates, expressed as a number of years.)
In addition, some of our security selection decisions detracted from
benchmark-relative returns. Specifically, the debt issues of two coal
companies, James River Coal, a U.S. company, and Bumi Resources, which is
based in Indonesia, underperformed during the period due to slackening
global demand for coal.
On the positive side, good security selection and the Trust's high current
income helped to amplify the Trust's performance during the six-month
period. Two standout individual portfolio holdings during the period were
the high-yield bonds issued by Stanadyne, a domestic manufacturer of small
engine components, and by First Data, a processor of financial information.
The bonds of two mortgage services companies that we purchased during the
period -- Nationstar and Ocwen Financial -- also made noteworthy
contributions to the Trust's performance.
As for positioning, throughout the six-month period, we maintained our focus
on holding higher-yielding corporate securities, particularly domestic
issues, in the Trust's portfolio. At the end of the period, for example,
nearly 60% of the Trust's total investment portfolio was allocated to U.S.
high-yield corporates, while international high-yield securities represented
roughly 9% of the Trust's total investment portfolio. We also invested at
least 4% of the Trust's total investment portfolio in each of the following
assets classes: floating-rate bank loans, emerging markets debt,
event-linked (catastrophe bonds) issued by insurance companies, and
convertible bonds.
6 Pioneer High Income Trust | Semiannual Report | 9/30/14
Q How did the level of leverage in the Trust change during the six-month
period ended September 30, 2014?
A At the end of the six-month period on September 30, 2014, 28.1% of the
Trust's total managed assets were financed by leverage (or borrowed funds),
compared with 27.1% of the Trust's total managed assets financed by leverage
at the start of the period on April 1, 2014. While the amount of borrowed
funds employed by the Trust during the period did not increase or decrease,
the percentage change was due to fluctuations in the values of securities in
which the Trust had invested.
The Trust employs leverage through a margin loan finance agreement. Prior to
March 18, 2014, the Trust employed leverage through the issuance of auction
market preferred shares.
Q Did you use any derivatives in managing the Trust's portfolio during the
six-month period ended September 30, 2014? If so, did the use of derivatives
affect the Trust's performance?
A We invested in currency forward contracts in an attempt to hedge the
currency risks associated with positions held in any securities of foreign
institutions. As most foreign currencies declined in relative value against
the U.S. dollar during the period, the hedging tactic helped to support the
Trust's performance. We also used credit default swaps to hedge the credit
risks associated with the portfolio's high-yield investments. The swaps had
a minimal effect on the Trust's results.
Q What is your investment outlook?
A We think the U.S. economy, in general, is in much better condition than
economies overseas, and we maintain a high conviction in the strength of the
U.S. dollar. The U.S. economy appears solid, and while it is not recovering
rapidly, it is recovering persistently. The domestic labor market, for
example, has improved significantly over the past year, and the improvement
should translate into an even stronger economy. That, in turn should
continue to support domestic corporations. If the markets become more
volatile, we expect to look for additional investment opportunities in
domestic corporates, given our overall positive view of the asset class.
With regard to the Trust's dividend, investors should be mindful that as
higher-yielding bonds are called back by companies and lower-yielding
securities are issued in their place, the Trust's current income (and
therefore its dividend) could be affected. Potential increases in short-term
interest rates also could have an impact on the Trust's borrowing costs,
which would negatively affect its current income. Currently, the Trust has
significant reserves to pay the dividend** (on which we have drawn in recent
periods), but these will be depleted over time.
** Dividends are not guaranteed.
Pioneer High Income Trust | Semiannual Report | 9/30/14 7
Please refer to the Schedule of Investments on pages 13-40 for a full listing
of Trust securities.
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 the issuers of the 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 price reflective of
their value at the times when the Trust believes it is desirable to do so,
and the market price of illiquid securities is generally more volatile than
that of more liquid securities. Illiquid securities 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.
Historically, the Trust employed leverage through the issuance of preferred
shares. The Trust has redeemed all of its outstanding preferred shares. The
Trust continues to employ leverage through a margin loan financing agreement.
Leverage creates significant risks, including the risk that the Trust's
incremental income or capital appreciation for investments purchased with the
proceeds of leverage will not be sufficient to cover the cost of leverage,
which may adversely affect the return for the holders of common shares.
The Trust is required to meet certain asset coverage requirements under
applicable loan and other obligations, in connection with its use of leverage.
In order to maintain required asset coverage levels, the Trust may be required
to reduce the amount of leverage employed by the Trust, alter the composition of
its investment portfolio or take other actions, 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.
8 Pioneer High Income Trust | Semiannual Report | 9/30/14
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.
These risks may increase share price volatility.
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 opinion 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 | Semiannual Report | 9/30/14 9
Portfolio Summary | 9/30/14
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 81.4%
Senior Secured Floating Rate Loan Interests 5.3%
Convertible Bonds & Notes 3.8%
Preferred Stocks 2.0%
U.S. Government and Agency Obligations 1.6%
Common Stocks 1.5%
Collateralized Mortgage Obligations 1.1%
Asset Backed Securities 0.9%
Tax Exempt Obligation 0.7%
Sovereign Debt Obligations 0.7%
Convertible Preferred Stocks 0.6%
Commercial Paper 0.3%
Municipal Collateralized Debt Obligation 0.1%
Rights/Warrants 0.0%*
* Amount rounds to less than 0.1%.
Portfolio Maturity
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
0-2 years 8.4%
2-5 years 36.3%
5-7 years 30.1%
7-10 years 12.1%
10-20 years 5.8%
20+ years 7.3%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)**
1. Hanover Insurance Corp., 7.625%, 10/15/25 1.24%
--------------------------------------------------------------------------------
2. Chrysler Group LLC/CG Co-Issuer, Inc., 8.0%, 6/15/19 1.23
--------------------------------------------------------------------------------
3. Pegasus Solutions, Inc., 13.0%, 4/15/14 (144A) 1.06
--------------------------------------------------------------------------------
4. Samson Investment Co., 9.75%, 2/15/20 0.96
--------------------------------------------------------------------------------
5. Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) 0.92
--------------------------------------------------------------------------------
6. Xerium Technologies, Inc., 8.875%, 6/15/18 0.91
--------------------------------------------------------------------------------
7. Mueller Water Products, Inc., 7.375%, 6/1/17 0.88
--------------------------------------------------------------------------------
8. Basell Finance Co., BV, 8.1%, 3/15/27 (144A) 0.83
--------------------------------------------------------------------------------
9. Millar Western Forest Products, Ltd., 8.5%, 4/1/21 0.81
--------------------------------------------------------------------------------
10. Pilgrim's Pride Corp., 7.875%, 12/15/18 0.81
--------------------------------------------------------------------------------
** This list excludes temporary cash investments and derivative instruments.
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.
10 Pioneer High Income Trust | Semiannual Report | 9/30/14
Prices and Distributions | 9/30/14
Market Value per Common Share
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--------------------------------------------------------------------------------
9/30/14 3/31/14
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Market Value $16.95 $17.83
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Premium 26.4% 25.7%
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Net Asset Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9/30/14 3/31/14
--------------------------------------------------------------------------------
Net Asset Value $13.41 $14.19
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Distributions per Common Share*
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--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
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4/1/14 - 9/30/14 $0.83 $-- $--
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* The amount of distributions made to shareowners during the period was in
excess of the net investment income earned by the Trust during the period.
The Trust has accumulated undistributed net investment income which is part
of the Trust's NAV. A portion of this accumulated net investment income was
distributed to shareowners during the period.
Pioneer High Income Trust | Semiannual Report | 9/30/14 11
Performance Update | 9/30/14
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 during the periods shown, compared to that
of the Bank of America Merrill Lynch (BofA ML) High Yield Master II Index.
Average Annual Total Returns
(As of September 30, 2014)
--------------------------------------------------------------------------------
BofA ML
Net Asset Market High Yield
Value Price Master II
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 Years 10.57% 12.81% 8.20%
5 Years 13.84 16.19 10.40
1 Year 6.60 10.27 7.23
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Market Value of $10,000 Investment
Pioneer High BofA ML High Yield
Income Trust Master II Index
9/30/2004 $10,000 $10,000
9/30/2005 $11,106 $10,670
9/30/2006 $13,429 $11,516
9/30/2007 $14,023 $12,406
9/30/2008 $10,045 $10,963
9/30/2009 $15,770 $13,413
9/30/2010 $21,156 $15,897
9/30/2011 $23,862 $16,107
9/30/2012 $30,070 $19,157
9/30/2013 $30,294 $20,516
9/30/2014 $33,405 $22,000
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below NAV, due to such factors as interest rate
changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Shares of closed-end funds, unlike open-end funds, are not continuously offered.
There is a one-time public offering and, once issued, shares of closed-end funds
are bought and sold in the open market through a stock exchange and frequently
trade at prices lower than their NAV. NAV per common share is total assets less
total liabilities, which include preferred shares or borrowings, as applicable,
divided by the number of common shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends are
assumed to be reinvested at prices obtained through open-market purchases under
the 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.
Had these fees and taxes been reflected, performance would have been lower.
The Bank of America Merrill Lynch High Yield Master II Index is an unmanaged,
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
does not employ leverage. It is not possible to invest directly in the Index.
12 Pioneer High Income Trust | Semiannual Report | 9/30/14
Schedule of Investments | 9/30/14 (unaudited)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 1.2% of
Net Assets
BANKS -- 0.2%
Thrifts & Mortgage Finance -- 0.2%
62,741(a) Amortizing Residential Collateral Trust, Series
2002-BC1, Class M1, 1.43%, 1/25/32 $ 45,232
412,000(b) Citicorp Residential Mortgage Trust, Series 2006-2,
Class M1, 5.918%, 9/25/36 371,115
250,000(c) Security National Mortgage Loan Trust, Series 2007-1A,
Class 1A3, 6.55%, 4/25/37 (144A) 254,330
--------------
Total Banks $ 670,677
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.4%
Hotels, Resorts, Cruise Lines -- 0.4%
187,752 Westgate Resorts LLC, Series 2012-2A, Class C, 9.0%,
1/20/25 (144A) $ 193,326
1,167,351 Westgate Resorts LLC, Series 2012-BA, Class A, 9.5%,
2/20/25 (144A) 1,190,697
149,353 Westgate Resorts LLC, Series 2013-1A, Class B, 3.75%,
8/20/25 (144A) 150,467
--------------
Total Consumer Services $ 1,534,490
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.2%
Thrifts & Mortgage Finance -- 0.2%
660,000(c) GMAT Trust, Series 2013-1A, Class M, 5.0%,
11/25/43 (144A) $ 629,439
--------------
Total Diversified Financials $ 629,439
-------------------------------------------------------------------------------------------------------
MATERIALS -- 0.0%+
Steel -- 0.0%+
218,079 Accredited Mortgage Loan Trust, Series 2003-3,
Class A1, 5.21%, 1/25/34 $ 211,983
--------------
Total Materials $ 211,983
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.4%
Airlines -- 0.4%
1,233,893(a) Aircraft Finance Trust, Series 1999-1A, Class A1,
0.634%, 5/15/24 (144A) $ 481,218
577,759(a) Aviation Capital Group Trust, Series 2000-1A, Class A1,
0.635%, 11/15/25 (144A) 254,214
1,362,025(a) Lease Investment Flight Trust, Series 1, Class A1,
0.544%, 7/15/31 980,658
--------------
Total Transportation $ 1,716,090
-------------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $4,961,538) $ 4,762,679
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 13
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS --
1.5% of Net Assets
BANKS -- 0.8%
Thrifts & Mortgage Finance -- 0.8%
1,306,588(a) Carrington Mortgage Loan Trust, Series 2007-FRE1,
Class A2, 0.355%, 2/25/37 $ 1,190,630
156,409(c) GS Mortgage Securities Corp. II Commercial Mortgage
Pass Through Certificates, Series 2004-GG2, Class E,
5.966%, 8/10/38 156,293
264,778 Homeowner Assistance Program Reverse Mortgage
Loan Trust, Series 2013-RM1, Class A, 4.0%,
5/26/53 (144A) 259,244
250,000(c) Springleaf Mortgage Loan Trust, Series 2013-1A,
Class B1, 5.58%, 6/25/58 (144A) 258,252
498,000(c) Wachovia Bank Commercial Mortgage Trust, Series
2006-C24, Class AJ, 5.658%, 3/15/45 505,678
900,000(c) Wachovia Bank Commercial Mortgage Trust, Series
2007-C34, Class AJ, 6.146%, 5/15/46 927,241
--------------
Total Banks $ 3,297,338
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.7%
Other Diversified Financial Services -- 0.2%
700,000(c) LB-UBS Commercial Mortgage Trust, Series 2005-C2,
Class C, 5.366%, 4/15/40 $ 715,980
-------------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- 0.5%
725,000(b) CAM Mortgage Trust, Series 2014-1, Class M, 5.5%,
12/15/53 (144A) $ 728,731
200,000 JP Morgan Chase Commercial Mortgage Securities
Trust, Series 2006-CB16, Class AJ, 5.623%, 5/12/45 205,543
650,000(c) JP Morgan Chase Commercial Mortgage Securities Trust,
Series 2007-LD12, Class AJ, 6.197%, 2/15/51 671,384
375,000(a) JP Morgan Chase Commercial Mortgage Securities Trust,
Series 2013-FL3, Class E, 3.051%, 4/15/28 (144A) 374,812
--------------
$ 1,980,470
--------------
Total Diversified Financials $ 2,696,450
-------------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $5,834,378) $ 5,993,788
-------------------------------------------------------------------------------------------------------
SENIOR SECURED FLOATING RATE LOAN
INTERESTS -- 7.1% of Net Assets*(a)
CAPITAL GOODS -- 0.3%
Industrial Conglomerates -- 0.3%
1,240,000 Filtration Group Corp., Initial Second Lien Term,
8.25%, 11/22/21 $ 1,254,338
--------------
Total Capital Goods $ 1,254,338
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 0.3%
Research & Consulting Services -- 0.3%
1,000,000 Sourcehov LLC, Second Lien Term Loan,
8.75%, 4/30/19 $ 1,010,000
--------------
Total Commercial & Professional Services $ 1,010,000
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.7%
Education Services -- 0.7%
2,878,250 McGraw-Hill School Education Holdings LLC, Term B
Loan, 6.25%, 12/18/19 $ 2,883,647
--------------
Total Consumer Services $ 2,883,647
-------------------------------------------------------------------------------------------------------
ENERGY -- 1.5%
Coal & Consumable Fuels -- 0.1%
587,500 PT Bumi Resources Tbk, Term Loan,
18.159%, 11/7/14 $ 296,688
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.2%
1,050,500 Jonah Energy LLC, Second Lien Initial Loan, 7.5%,
5/12/21 $ 1,042,621
-------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 0.5%
1,950,000 Templar Energy LLC, Second Lien Loan,
8.5%, 11/25/20 $ 1,896,375
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.7%
2,664,204 Fieldwood Energy LLC, Closing Date Second Lien Term
Loan, 8.375%, 9/30/20 $ 2,678,636
--------------
Total Energy $ 5,914,320
-------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 0.8%
Agricultural Products -- 0.2%
1,046,525 Arysta LifeScience SPC LLC, Initial Second Lien Term
Loan, 8.25%, 11/30/20 $ 1,057,426
-------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 0.6%
2,169,100 New HB Acquisition LLC, Term B Loan, 6.75%, 4/9/20 $ 2,217,905
--------------
Total Food, Beverage & Tobacco $ 3,275,331
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.9%
Health Care Equipment & Services -- 0.2%
875,000 Accellent, Inc., Initial Second Lien Term Loan, 7.5%,
3/11/22 $ 848,750
-------------------------------------------------------------------------------------------------------
Health Care Services -- 0.4%
1,339,502 Gentiva Health Services, Inc., Initial Term Loan B,
6.5%, 10/18/19 $ 1,343,688
-------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
1,164,102 Medical Card System, Inc., Term Loan, 12.0%, 9/17/15 $ 1,117,537
--------------
Total Health Care Equipment & Services $ 3,309,975
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 15
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
INSURANCE -- 0.5%
Property & Casualty Insurance -- 0.5%
1,885,452 Confie Seguros Holding II Co., Second Lien Term
Loan, 10.25%, 5/8/19 $ 1,904,307
--------------
Total Insurance $ 1,904,307
-------------------------------------------------------------------------------------------------------
MATERIALS -- 0.2%
Diversified Metals & Mining -- 0.0%+
100,918(d) PT Bakrie & Brothers Tbk, Facility Term Loan B,
0.0%, 1/20/13 $ 40,367
-------------------------------------------------------------------------------------------------------
Steel -- 0.2%
786,000 Essar Steel Algoma, Inc., Term Loan,
12.25%, 11/15/14 $ 788,825
--------------
Total Materials $ 829,192
-------------------------------------------------------------------------------------------------------
MEDIA -- 0.2%
Publishing -- 0.2%
484,565 Cengage Learning Acquisitions, Inc., Term Loan,
7.0%, 3/31/20 $ 485,292
399,080 Lee Enterprises, Inc., First Lien Term Loan,
7.25%, 3/31/19 400,078
--------------
Total Media $ 885,370
-------------------------------------------------------------------------------------------------------
RETAILING -- 0.7%
Automotive Retail -- 0.4%
1,619,063 CWGS Group LLC, Term Loan, 5.75%, 2/20/20 $ 1,625,134
-------------------------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.3%
1,355,045 Targus Group International, Inc., Term Loan,
12.0%, 5/24/16 $ 1,128,075
--------------
Total Retailing $ 2,753,209
-------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.7%
Application Software -- 0.7%
2,500,000 Vertafore, Inc., Second Lien Term Loan,
9.75%, 10/27/17 $ 2,526,562
--------------
Total Software & Services $ 2,526,562
-------------------------------------------------------------------------------------------------------
UTILITIES -- 0.3%
Electric Utilities -- 0.3%
1,316,443 Texas Competitive Electric Holdings Co., LLC, 2017
Term Loan, 4.65%, 10/10/17 $ 979,654
--------------
Total Utilities $ 979,654
-------------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $28,066,176) $ 27,525,905
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 109.9% of
Net Assets
AUTOMOBILES & COMPONENTS -- 2.7%
Auto Parts & Equipment -- 0.9%
1,140,000(e) International Automotive Components Group SA,
9.125%, 6/1/18 (144A) $ 1,202,700
580,000 Pittsburgh Glass Works LLC, 8.0%, 11/15/18 (144A) 614,800
1,585,000(e) Stackpole International Intermediate / Stackpole
International Powder, 7.75%, 10/15/21 (144A) 1,592,925
--------------
$ 3,410,425
-------------------------------------------------------------------------------------------------------
Automobile Manufacturers -- 1.8%
6,000,000(e) Chrysler Group LLC/CG Co-Issuer, Inc., 8.0%,
6/15/19 $ 6,367,500
500,000(e) Chrysler Group LLC/CG Co-Issuer, Inc., 8.25%,
6/15/21 545,000
--------------
$ 6,912,500
--------------
Total Automobiles & Components $ 10,322,925
-------------------------------------------------------------------------------------------------------
BANKS -- 1.1%
Regional Banks -- 0.3%
1,225,000(c)(f) PNC Financial Services Group, Inc.,
4.454%, 5/29/49 $ 1,225,000
-------------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- 0.8%
2,925,000(e) Provident Funding Associates LP / PFG Finance Corp.,
6.75%, 6/15/21 (144A) $ 2,895,750
--------------
Total Banks $ 4,120,750
-------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 7.4%
Aerospace & Defense -- 1.6%
2,200,000 ADS Tactical, Inc., 11.0%, 4/1/18 (144A) $ 2,112,000
2,984,000 DynCorp International, Inc., 10.375%, 7/1/17 2,573,700
1,025,000 LMI Aerospace, Inc., 7.375%, 7/15/19 (144A) 1,025,000
525,000 Triumph Group, Inc., 5.25%, 6/1/22 517,125
--------------
$ 6,227,825
-------------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.4%
1,500,000(e) Abengoa Finance SAU, 8.875%, 11/1/17 (144A) $ 1,638,750
-------------------------------------------------------------------------------------------------------
Construction & Farm Machinery &
Heavy Trucks -- 0.5%
2,000,000 Navistar International Corp., 8.25%, 11/1/21 $ 2,050,000
-------------------------------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.6%
2,000,000(e) WireCo WorldGroup, Inc., 9.5%, 5/15/17 $ 2,060,000
-------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.4%
770,000(e) Boart Longyear Management Pty, Ltd., 10.0%,
10/1/18 (144A) $ 808,500
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 17
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- (continued)
605,000 JB Poindexter & Co., Inc., 9.0%, 4/1/22 (144A) $ 649,619
--------------
$ 1,458,119
-------------------------------------------------------------------------------------------------------
Industrial Machinery -- 3.2%
1,075,000 Apex Tool Group LLC, 7.0%, 2/1/21 (144A) $ 989,000
1,040,000(e) Cleaver-Brooks, Inc., 8.75%, 12/15/19 (144A) 1,125,800
1,080,000(e) Liberty Tire Recycling, 11.0%, 10/1/16 (144A) 1,020,600
4,493,000(e) Mueller Water Products, Inc., 7.375%, 6/1/17 4,566,011
4,500,000(e) Xerium Technologies, Inc., 8.875%, 6/15/18 4,747,500
--------------
$ 12,448,911
-------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 0.7%
2,510,000 TRAC Intermodal LLC / TRAC Intermodal Corp.,
11.0%, 8/15/19 $ 2,773,550
--------------
Total Capital Goods $ 28,657,155
-------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 1.3%
Commercial Printing -- 0.2%
700,000 Mustang Merger Corp., 8.5%, 8/15/21 (144A) $ 724,500
-------------------------------------------------------------------------------------------------------
Diversified Support Services -- 1.1%
3,900,000 NANA Development Corp., 9.5%, 3/15/19 (144A) $ 3,744,000
660,000 Transfield Services, Ltd., 8.375%, 5/15/20 (144A) 686,400
--------------
$ 4,430,400
-------------------------------------------------------------------------------------------------------
Environmental & Facilities Services -- 0.0%
2,180,000(d)(g) Old AII, Inc., 10.0%, 12/15/16 $ 22
--------------
Total Commercial & Professional Services $ 5,154,922
-------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 3.9%
Homebuilding -- 0.8%
750,000(e) Beazer Homes USA, Inc., 9.125%, 5/15/19 $ 785,625
1,975,000(e) Rialto Holdings LLC / Rialto Corp., 7.0%,
12/1/18 (144A) 2,014,500
400,000(d)(g) Urbi Desarrollos Urbanos SAB de CV, 9.75%,
2/3/22 (144A) 52,000
--------------
$ 2,852,125
-------------------------------------------------------------------------------------------------------
Housewares & Specialties -- 1.6%
1,435,000 Jarden Corp., 7.5%, 5/1/17 $ 1,567,737
3,000,000(e) Reynolds Group Issuer, Inc., 9.0%, 4/15/19 3,123,750
1,430,000(e) Reynolds Group Issuer, Inc., 9.875%, 8/15/19 1,539,038
--------------
$ 6,230,525
-------------------------------------------------------------------------------------------------------
Leisure Products -- 1.4%
EUR 800,000 Heckler & Koch GmbH, 9.5%, 5/15/18 (144A) $ 717,825
4,000,000 Icon Health & Fitness, Inc., 11.875%,
10/15/16 (144A) 3,950,000
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Leisure Products -- (continued)
880,000 PC Nextco Holdings LLC / PC Nextco Finance, Inc.,
8.75%, 8/15/19 $ 884,400
--------------
$ 5,552,225
-------------------------------------------------------------------------------------------------------
Textiles -- 0.1%
460,000 Polymer Group, Inc., 6.875%, 6/1/19 (144A) $ 457,700
--------------
Total Consumer Durables & Apparel $ 15,092,575
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 4.2%
Business Services -- 0.7%
1,750,000(e) Sitel LLC / Sitel Finance Corp., 11.0%, 8/1/17 (144A) $ 1,811,250
1,000,000 Sitel LLC / Sitel Finance Corp., 11.5%, 4/1/18 950,000
--------------
$ 2,761,250
-------------------------------------------------------------------------------------------------------
Casinos & Gaming -- 0.9%
640,611(h) Mashantucket Western Pequot Tribe, 6.5% (6.5% PIK
1.0% cash), 7/1/36 $ 6,406
1,000,000 Scientific Games International, Inc., 6.25%, 9/1/20 835,000
3,000,000 Scientific Games International, Inc., 6.625%,
5/15/21 (144A) 2,505,000
--------------
$ 3,346,406
-------------------------------------------------------------------------------------------------------
Education Services -- 0.1%
555,000 Cambium Learning Group, Inc., 9.75%, 2/15/17 $ 538,350
-------------------------------------------------------------------------------------------------------
Hotels, Resorts, Cruise Lines -- 0.4%
1,500,000(e) Seven Seas Cruises S de RL LLC, 9.125%, 5/15/19 $ 1,597,500
-------------------------------------------------------------------------------------------------------
Restaurants -- 1.9%
4,055,000(b)(e) Burger King Capital Holdings LLC, 0.0%,
4/15/19 (144A) $ 3,771,150
1,400,000(e) Burger King Corp., 9.875%, 10/15/18 1,473,500
2,000,000(e) PF Chang's China Bistro, Inc., 10.25%,
6/30/20 (144A) 1,985,000
--------------
$ 7,229,650
-------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 0.2%
740,000(e) StoneMor Partners LP / Cornerstone Family Services
of WV, 7.875%, 6/1/21 (144A) $ 762,200
--------------
Total Consumer Services $ 16,235,356
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 5.6%
Asset Management & Custody Banks -- 0.3%
975,000 Janus Capital Group, Inc., 6.7%, 6/15/17 $ 1,091,165
-------------------------------------------------------------------------------------------------------
Consumer Finance -- 0.7%
1,030,000(e) Jefferies Finance LLC / JFIN Co-Issuer Corp., 7.375%,
4/1/20 (144A) $ 1,053,175
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 19
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Consumer Finance -- (continued)
1,720,000(e) TMX Finance LLC / TitleMax Finance Corp., 8.5%,
9/15/18 (144A) $ 1,711,400
--------------
$ 2,764,575
-------------------------------------------------------------------------------------------------------
Diversified Banks -- 0.3%
1,200,000(c) Access Bank Plc, 9.25%, 6/24/21 (144A) $ 1,242,000
-------------------------------------------------------------------------------------------------------
Diversified Capital Markets -- 0.2%
700,000(c)(e)(f) Credit Suisse Group AG, 7.5%, 12/29/49 (144A) $ 735,000
-------------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.5%
2,325,000(c)(e)(f) Goldman Sachs Capital II, 4.0%, 12/29/49 $ 1,768,163
-------------------------------------------------------------------------------------------------------
Multi-Sector Holdings -- 0.5%
2,200,000(e) Constellation Enterprises LLC, 10.625%,
2/1/16 (144A) $ 1,980,000
-------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 1.1%
2,250,000(c)(f) Bank of America Corp., 6.25%, 9/29/49 $ 2,235,233
3,000,000(b)(e)(g)(i) Fixed Income Trust Series 2013-A, 0.0%,
10/15/97 (144A) 1,957,857
--------------
$ 4,193,090
-------------------------------------------------------------------------------------------------------
Specialized Finance -- 2.0%
845,000(h) AAF Holdings LLC / AAF Finance Co., 12.0% (12.5%
PIK 12.0% cash), 7/1/19 (144A) $ 845,000
1,645,000 DFC Finance Corp., 10.5%, 6/15/20 (144A) 1,595,650
1,410,000 Global Partners LP / GLP Finance Corp., 6.25%,
7/15/22 (144A) 1,402,950
425,000 Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 7/1/21 404,813
2,500,000 Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 6/1/22 2,368,750
1,325,000 Ocwen Financial Corp., 6.625%, 5/15/19 (144A) 1,278,625
--------------
$ 7,895,788
--------------
Total Diversified Financials $ 21,669,781
-------------------------------------------------------------------------------------------------------
ENERGY -- 23.3%
Coal & Consumable Fuels -- 1.1%
670,000 Alpha Natural Resources, Inc., 7.5%, 8/1/20 (144A) $ 599,650
950,000(d) Bumi Capital Pte, Ltd., 12.0%, 11/10/16 (144A) 403,750
2,125,000(d) James River Coal Co., 7.875%, 4/1/19 31,875
800,000(e) Murray Energy Corp., 8.625%, 6/15/21 (144A) 828,000
2,485,000(e) Penn Virginia Corp., 8.5%, 5/1/20 2,609,250
--------------
$ 4,472,525
-------------------------------------------------------------------------------------------------------
Integrated Oil & Gas -- 0.9%
635,000 American Energy-Permian Basin LLC / AEPB Finance
Corp., 7.375%, 11/1/21 (144A) $ 581,025
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Integrated Oil & Gas -- (continued)
1,735,000 Energy XXI Gulf Coast, Inc., 6.875%, 3/15/24 (144A) $ 1,630,900
350,000 Jones Energy Holdings LLC / Jones Energy Finance
Corp., 6.75%, 4/1/22 (144A) 350,000
750,000 YPF SA, 8.875%, 12/19/18 (144A) 772,500
--------------
$ 3,334,425
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 2.1%
1,500,000(e) Hercules Offshore, Inc., 8.75%, 7/15/21 (144A) $ 1,305,000
2,500,000 Ocean Rig UDW, Inc., 7.25%, 4/1/19 (144A) 2,287,500
2,025,000(e) Offshore Group Investments, Ltd., 7.125%, 4/1/23 1,784,531
728,000(e) Pioneer Energy Services Corp., 9.875%, 3/15/18 766,439
1,800,000(e) Shelf Drill Holdings, Ltd., 8.625%, 11/1/18 (144A) 1,890,000
--------------
$ 8,033,470
-------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 2.2%
3,100,000 Forbes Energy Services, Ltd., 9.0%, 6/15/19 $ 3,061,250
920,000 FTS International, Inc., 6.25%, 5/1/22 (144A) 903,900
16,000(d)(g) Green Field Energy Services, Inc., 13.0%,
11/15/16 (144A) 1,280
1,020,000 McDermott International, Inc., 8.0%, 5/1/21 (144A) 997,050
1,500,000 Sanjel Corp., 7.5%, 6/19/19 (144A) 1,477,500
2,000,000(e) Seitel, Inc., 9.5%, 4/15/19 2,150,000
--------------
$ 8,590,980
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 14.9%
1,435,000 Approach Resources, Inc., 7.0%, 6/15/21 $ 1,420,650
1,200,000 Athlon Holdings LP / Athlon Finance Corp.,
7.375%, 4/15/21 1,305,000
500,000(e) Comstock Resources, Inc., 7.75%, 4/1/19 515,000
1,830,000(e) Comstock Resources, Inc., 9.5%, 6/15/20 2,003,850
3,450,000(e) EP Energy LLC / EP Energy Finance, Inc.,
9.375%, 5/1/20 3,760,500
1,295,000(e) EPL Oil & Gas, Inc., 8.25%, 2/15/18 1,324,137
3,000,000 Goodrich Petroleum Corp., 8.875%, 3/15/19 3,082,500
2,015,000 Gulfport Energy Corp., 7.75%, 11/1/20 (144A) 2,100,637
785,000(e) Halcon Resources Corp., 8.875%, 5/15/21 773,225
1,205,000(e) Halcon Resources Corp., 9.25%, 2/15/22 1,200,481
3,360,000(e) Halcon Resources Corp., 9.75%, 7/15/20 3,418,800
1,140,000 Jupiter Resources, Inc., 8.5%, 10/1/22 (144A) 1,011,750
1,050,000 Legacy Reserves LP / Legacy Reserves Finance Corp.,
6.625%, 12/1/21 (144A) 1,029,000
900,000 Legacy Reserves LP / Legacy Reserves Finance Corp.,
6.625%, 12/1/21 882,000
2,235,000(e) Lightstream Resources, Ltd., 8.625%, 2/1/20 (144A) 2,212,650
800,000 Linn Energy LLC / Linn Energy Finance Corp.,
6.5%, 9/15/21 780,000
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 21
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- (continued)
1,130,000 Memorial Production Partners LP / Memorial
Production Finance Corp., 6.875%, 8/1/22 (144A) $ 1,079,150
1,480,000(e) Memorial Production Partners LP / Memorial
Production Finance Corp., 7.625%, 5/1/21 1,472,600
2,000,000(e) Midstates Petroleum Co., Inc., 9.25%, 6/1/21 1,970,000
1,050,000(e) Midstates Petroleum Co., Inc., 10.75%, 10/1/20 1,089,375
1,050,000 MIE Holdings Corp., 7.5%, 4/25/19 (144A) 1,071,000
590,000 Parsley Energy LLC / Parsley Finance Corp., 7.5%,
2/15/22 (144A) 608,437
2,750,000 PetroQuest Energy, Inc., 10.0%, 9/1/17 2,870,313
1,110,000(e) QR Energy LP / QRE Finance Corp., 9.25%, 8/1/20 1,259,850
3,380,000 Quicksilver Resources, Inc., 7.125%, 4/1/16 1,368,900
2,200,000 Resolute Energy Corp., 8.5%, 5/1/20 2,205,500
900,000 Rice Energy, Inc., 6.25%, 5/1/22 (144A) 877,500
2,035,000 RKI Exploration & Production LLC / RKI Finance Corp.,
8.5%, 8/1/21 (144A) 2,101,138
735,000 RSP Permian, Inc., 6.625%, 10/1/22 (144A) 739,594
5,500,000(e) Samson Investment Co., 9.75%, 2/15/20 4,991,250
1,300,000 Sanchez Energy Corp., 6.125%, 1/15/23 (144A) 1,287,390
2,735,000(e) Sanchez Energy Corp., 7.75%, 6/15/21 2,926,450
2,770,000(e) Talos Production LLC / Talos Production Finance, Inc.,
9.75%, 2/15/18 (144A) 2,853,100
--------------
$ 57,591,727
-------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 1.6%
3,100,000 Calumet Specialty Products Partners LP / Calumet
Finance Corp., 6.5%, 4/15/21 (144A) $ 2,945,000
3,000,000(e) Seven Generations Energy, Ltd., 8.25%,
5/15/20 (144A) 3,240,000
--------------
$ 6,185,000
-------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.5%
1,524,000(a)(e) Energy Transfer Partners LP, 3.257%, 11/1/66 $ 1,426,845
350,000(c)(e) Enterprise Products Operating LLC, 8.375%, 8/1/66 385,000
--------------
$ 1,811,845
--------------
Total Energy $ 90,019,972
-------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 7.5%
Agricultural Products -- 1.3%
2,100,000(e) Pinnacle Operating Corp., 9.0%, 11/15/20 (144A) $ 2,241,750
1,215,000 Southern States Cooperative, Inc., 10.0%,
8/15/21 (144A) 1,190,700
1,100,000 Tonon Bioenergia SA, 9.25%, 1/24/20 (144A) 941,061
575,000 Tonon Luxembourg SA, 10.5%, 5/14/24 (144A) 554,875
--------------
$ 4,928,386
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 5.2%
775,000 Bertin SA / Bertin Finance, Ltd., 10.25%,
10/5/16 (144A) $ 872,146
1,250,000 CFG Investment SAC, 9.75%, 7/30/19 (144A) 1,171,875
688,000(e) Chiquita Brands International, Inc. / Chiquita
Brands LLC, 7.875%, 2/1/21 743,040
3,500,000(e) FAGE Dairy Industry SA / FAGE USA Dairy Industry,
Inc., 9.875%, 2/1/20 (144A) 3,683,750
1,240,000 Marfrig Holding Europe BV, 6.875%, 6/24/19 (144A) 1,206,520
1,000,000 Marfrig Holding Europe BV, 8.375%, 5/9/18 (144A) 1,025,000
1,200,000 Marfrig Holding Europe BV, 11.25%, 9/20/21 (144A) 1,368,000
3,400,000(e) Minerva Luxembourg SA, 7.75%, 1/31/23 (144A) 3,461,200
400,000 Minerva Luxembourg SA, 12.25%, 2/10/22 (144A) 460,000
4,000,000(e) Pilgrim's Pride Corp., 7.875%, 12/15/18 4,180,000
2,300,000 Post Holdings, Inc., 6.0%, 12/15/22 (144A) 2,104,500
--------------
$ 20,276,031
-------------------------------------------------------------------------------------------------------
Tobacco -- 1.0%
3,835,000(e) Alliance One International, Inc., 9.875%, 7/15/21 $ 3,739,125
--------------
Total Food, Beverage & Tobacco $ 28,943,542
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 5.7%
Health Care Equipment & Services -- 1.1%
3,799,000(e) Physio-Control International, Inc., 9.875%,
1/15/19 (144A) $ 4,064,930
-------------------------------------------------------------------------------------------------------
Health Care Facilities -- 1.7%
2,560,000(e) CHS/Community Health Systems, Inc., 6.875%,
2/1/22 (144A) $ 2,662,400
2,400,000 Kindred Healthcare, Inc., 6.375%, 4/15/22 (144A) 2,340,000
600,000(e) United Surgical Partners International, Inc.,
9.0%, 4/1/20 646,500
835,000 Universal Hospital Services, Inc., 7.625%, 8/15/20 784,900
--------------
$ 6,433,800
-------------------------------------------------------------------------------------------------------
Health Care Services -- 1.2%
2,000,000(e) BioScrip, Inc., 8.875%, 2/15/21 (144A) $ 2,047,500
2,527,000(e) Gentiva Health Services, Inc., 11.5%, 9/1/18 2,684,937
--------------
$ 4,732,437
-------------------------------------------------------------------------------------------------------
Health Care Supplies -- 0.8%
3,000,000(e) Immucor, Inc., 11.125%, 8/15/19 $ 3,240,000
-------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
900,000(e) Emdeon, Inc., 11.0%, 12/31/19 $ 1,001,250
-------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.6%
2,380,000(e) Truven Health Analytics, Inc., 10.625%, 6/1/20 $ 2,510,900
--------------
Total Health Care Equipment & Services $ 21,983,317
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 23
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 1.3%
Household Products -- 0.2%
850,000 Springs Industries, Inc., 6.25%, 6/1/21 $ 833,000
-------------------------------------------------------------------------------------------------------
Personal Products -- 1.1%
1,745,000 Albea Beauty Holdings SA, 8.375%, 11/1/19 (144A) $ 1,860,606
2,315,000(e) Monitronics International, Inc., 9.125%, 4/1/20 2,384,450
--------------
$ 4,245,056
--------------
Total Household & Personal Products $ 5,078,056
-------------------------------------------------------------------------------------------------------
INSURANCE -- 9.4%
Insurance Brokers -- 0.9%
GBP 1,625,000(e) Towergate Finance Plc, 10.5%, 2/15/19 (144A) $ 2,265,348
1,000,000(e) USI, Inc., 7.75%, 1/15/21 (144A) 995,000
--------------
$ 3,260,348
-------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 1.7%
3,075,000(c)(e) Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 4,781,625
1,100,000(e) MetLife, Inc., 10.75%, 8/1/39 1,776,500
--------------
$ 6,558,125
-------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.7%
5,300,000(e) Hanover Insurance Corp., 7.625%, 10/15/25 $ 6,444,742
265,000(c)(f) White Mountains Insurance Group, Ltd., 7.506%,
5/29/49 (144A) 278,250
--------------
$ 6,722,992
-------------------------------------------------------------------------------------------------------
Reinsurance -- 5.1%
400,000(g)(j) Arlington Segregated Account (Kane SAC Ltd.),
Variable Rate Notes, 8/15/15 $ 413,440
250,000(a) Atlas Reinsurance VII, Ltd., 8.105%, 1/7/16
(144A) (Cat Bond) 260,875
500,000(a) Blue Danube II, Ltd., 4.273%, 5/23/16 (144A)
(Cat Bond) 512,550
400,000(a) Caelus Re 2013, Ltd., 6.865%, 4/7/17 (144A)
(Cat Bond) 422,520
500,000(a) Caelus Re, Ltd., 5.265%, 3/7/16 (144A) (Cat Bond) 513,100
250,000(a) Combine Re, Ltd., 10.015%, 1/7/15 (144A)
(Cat Bond) 254,975
1,000,000(a) Combine Re, Ltd., 17.765%, 1/7/15 (144A)
(Cat Bond) 1,037,400
250,000(a) Compass Re, Ltd., 10.265%, 1/8/15 (144A)
(Cat Bond) 254,175
250,000(a) Compass Re, Ltd., 11.265%, 1/8/15 (144A)
(Cat Bond) 254,625
800,000 Dartmouth Segregated Account (Kane SAC Ltd.),
Variable Rate Notes, 8.089%, 12/31/14 786,560
250,000(a) East Lane Re V, Ltd., 9.015%, 3/16/16 (144A)
(Cat Bond) 269,375
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
250,000(c) Embarcadero Re, Ltd., 7.396%, 2/13/15 (144A)
(Cat Bond) $ 251,750
350,000(a) Foundation Re III, Ltd., 5.015%, 2/25/15 (144A)
(Cat Bond) 353,850
500,000(a) Galileo Re, Ltd., 7.415%, 1/9/17 (144A) (Cat Bond) 517,350
750,000(g)(j) Gloucester Segregated Account (Kane SAC Ltd.),
Variable Rate Notes, 6/12/15 687,450
250,000(a) Ibis Re II, Ltd., 8.365%, 2/5/15 (144A) (Cat Bond) 254,600
400,000(a) Ibis Re II, Ltd., 13.515%, 2/5/15 (144A) (Cat Bond) 412,560
750,000(a) Kilimanjaro Re, Ltd., 4.765%, 4/30/18 (144A)
(Cat Bond) 772,950
400,000(a) Longpoint Re, Ltd. III, 3.975%, 5/18/16 (144A)
(Cat Bond) 409,760
750,000(a) Mystic Re, Ltd., 12.015%, 3/12/15 (144A)
(Cat Bond) 777,150
250,000(a) Mythen Re, Ltd. Series 2012-2 Class A, 8.526%,
1/5/17 (144A) (Cat Bond) 267,525
250,000(a) Mythen Re, Ltd. Series 2013-1 Class B, 8.015%,
7/9/15 (144A) (Cat Bond) 262,050
1,000,000(j) Pangaea Re, 7/1/18 (Cat Bond) 1,037,800
250,000(a)(e) Queen Street V Re, Ltd., 8.515%, 4/9/15 (144A)
(Cat Bond) 254,350
250,000(a) Queen Street VI Re, Ltd., 10.365%, 4/9/15 (144A)
(Cat Bond) 255,500
250,000(a) Queen Street VII Re, Ltd., 8.615%, 4/8/16 (144A)
(Cat Bond) 259,275
725,000(a) Residential Reinsurance 2011, Ltd., 8.765%,
6/6/15 (144A) (Cat Bond) 758,422
250,000(a) Residential Reinsurance 2011, Ltd., 8.915%,
12/6/15 (144A) (Cat Bond) 262,500
250,000(a) Residential Reinsurance 2011, Ltd., 9.015%,
6/6/15 (144A) (Cat Bond) 262,600
450,000(a) Residential Reinsurance 2011, Ltd., 12.015%,
6/6/15 (144A) (Cat Bond) 478,440
250,000(a) Residential Reinsurance 2011, Ltd., 13.265%,
12/6/15 (144A) (Cat Bond) 266,725
250,000(a) Residential Reinsurance 2012, Ltd., 5.765%,
12/6/16 (144A) (Cat Bond) 262,350
250,000(a) Residential Reinsurance 2012, Ltd., 8.015%,
6/6/16 (144A) (Cat Bond) 271,375
250,000(a) Residential Reinsurance 2012, Ltd., 10.015%,
6/6/16 (144A) (Cat Bond) 277,025
400,000(a) Residential Reinsurance 2012, Ltd., 12.765%,
12/6/16 (144A) (Cat Bond) 443,000
250,000(a) Residential Reinsurance 2012, Ltd., 19.015%,
12/6/16 (144A) (Cat Bond) 287,175
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 25
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
400,000(a) Residential Reinsurance 2012, Ltd., 22.015%,
6/6/16 (144A) (Cat Bond) $ 476,320
250,000(a) Residential Reinsurance 2013, Ltd., 9.265%,
6/6/17 (144A) (Cat Bond) 268,025
500,000(a) Sanders Re, Ltd., 4.015%, 5/5/17 (144A) (Cat Bond) 508,100
3,600(g)(j) Sector Re V, Ltd., Series 2, Class C, 12/1/17 (144A)
(Cat Bond) 42
924(g)(j) Sector Re V, Ltd., Series 3, Class A, 3/1/18 (144A)
(Cat Bond) 29,044
600,000(g)(j) Sector Re V, Ltd., Series 3, Class C, 12/1/17 (144A)
(Cat Bond) 685,020
850,000(j) Sector Re V, Ltd., Series 4, Class A, 3/30/19 (144A)
(Cat Bond) 921,825
600,000(g)(j) Silverton RE, Ltd., 9/16/16 (144A) (Cat Bond) 717,420
250,000(a) Successor X, Ltd., 16.265%, 11/10/15 (144A)
Cat Bond) 263,600
250,000(a) Successor X, Ltd., 16.515%, 1/27/15 (144A)
(Cat Bond) 253,575
300,000(a) Tar Heel Re, Ltd., 8.515%, 5/9/16 (144A) (Cat Bond) 318,240
--------------
$ 19,764,338
--------------
Total Insurance $ 36,305,803
-------------------------------------------------------------------------------------------------------
MATERIALS -- 12.9%
Commodity Chemicals -- 1.4%
3,250,000 Basell Finance Co., BV, 8.1%, 3/15/27 (144A) $ 4,323,426
1,100,000 Rain CII Carbon LLC / CII Carbon Corp., 8.25%,
1/15/21 (144A) 1,144,000
--------------
$ 5,467,426
-------------------------------------------------------------------------------------------------------
Construction Materials -- 0.4%
1,635,000 OAS Finance, Ltd., 8.0%, 7/2/21 (144A) $ 1,569,600
-------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 1.3%
570,000 First Quantum Minerals, Ltd., 7.25%, 5/15/22 (144A) $ 582,825
2,000,000(e) Global Brass & Copper, Inc., 9.5%, 6/1/19 2,220,000
3,000,000(d) Midwest Vanadium Pty, Ltd., 11.5%, 2/15/18 (144A) 435,000
1,593,000(h) Mirabela Nickel, Ltd., 9.5% (9.5% PIK 0.0% cash),
6/20/19 1,433,700
410,000 Prince Mineral Holding Corp., 12.0%, 12/15/19
(144A) 459,200
--------------
$ 5,130,725
-------------------------------------------------------------------------------------------------------
Forest Products -- 1.1%
4,000,000(e) Millar Western Forest Products, Ltd., 8.5%, 4/1/21 $ 4,200,000
-------------------------------------------------------------------------------------------------------
Gold -- 0.7%
3,255,000(e) IAMGOLD Corp., 6.75%, 10/1/20 (144A) $ 2,750,475
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 1.3%
1,500,000(h) Ardagh Finance Holdings SA, 8.625% (8.625%
PIK 0.0% cash), 6/15/19 (144A) $ 1,507,500
EUR 2,250,000(e) Ardagh Glass Finance Plc, 8.75%, 2/1/20 (144A) 2,969,864
500,000 Beverage Packaging Holdings Luxembourg II SA /
Beverage Packaging Holdings II Is, 6.0%,
6/15/17 (144A) 492,500
--------------
$ 4,969,864
-------------------------------------------------------------------------------------------------------
Paper Packaging -- 1.5%
2,150,057(b) Bio Pappel SAB de CV, 10.0%, 8/27/16 $ 2,199,508
2,220,000(e) Exopack Holding Corp., 10.0%, 6/1/18 (144A) 2,389,275
445,000 Exopack Holding SA, 7.875%, 11/1/19 (144A) 465,025
500,000 Sealed Air Corp., 8.125%, 9/15/19 (144A) 540,000
--------------
$ 5,593,808
-------------------------------------------------------------------------------------------------------
Paper Products -- 0.7%
1,590,000(e) Appvion, Inc., 9.0%, 6/1/20 (144A) $ 1,313,738
776,000(e) Mercer International, Inc., 9.5%, 12/1/17 812,860
595,000(e) Unifrax I LLC / Unifrax Holding Co., 7.5%,
2/15/19 (144A) 600,950
--------------
$ 2,727,548
-------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 0.8%
3,330,000 Hexion US Finance Corp., 9.0%, 11/15/20 $ 3,171,825
-------------------------------------------------------------------------------------------------------
Steel -- 3.7%
1,530,000 AM Castle & Co., 12.75%, 12/15/16 $ 1,526,175
1,200,000 APERAM, 7.375%, 4/1/16 (144A) 1,222,128
700,000 Ferrexpo Finance Plc, 7.875%, 4/7/16 (144A) 631,750
1,900,000 Metinvest BV, 8.75%, 2/14/18 (144A) 1,292,000
2,915,000 Optima Specialty Steel, Inc., 12.5%,
12/15/16 (144A) 3,126,337
1,804,000(e) Permian Holdings, Inc., 10.5%, 1/15/18 (144A) 1,840,080
3,750,000(e) Ryerson, Inc., 9.0%, 10/15/17 3,956,250
720,000 SunCoke Energy Partners LP / SunCoke Energy
Partners Finance Corp., 7.375%, 2/1/20 (144A) 756,000
--------------
$ 14,350,720
--------------
Total Materials $ 49,931,991
-------------------------------------------------------------------------------------------------------
MEDIA -- 5.8%
Broadcasting -- 1.3%
1,000,000(e) Intelsat Luxembourg SA, 7.75%, 6/1/21 $ 1,018,750
3,805,000(e) Townsquare Radio LLC / Townsquare Radio, Inc.,
9.0%, 4/1/19 (144A) 4,099,887
--------------
$ 5,118,637
-------------------------------------------------------------------------------------------------------
Cable -- 1.0%
EUR 1,200,000 Nara Cable Funding, Ltd., 8.875%, 12/1/18 (144A) $ 1,595,295
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 27
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Cable -- (continued)
1,500,000(e) Ono Finance II Plc, 10.875%, 7/15/19 (144A) $ 1,612,500
EUR 350,000 Ono Finance II Plc, 11.125%, 7/15/19 (144A) 477,461
--------------
$ 3,685,256
-------------------------------------------------------------------------------------------------------
Movies & Entertainment -- 2.9%
2,765,000(e) AMC Entertainment, Inc., 9.75%, 12/1/20 $ 3,044,956
1,400,000(e) Gibson Brands, Inc., 8.875%, 8/1/18 (144A) 1,368,500
1,900,000 Production Resource Group, Inc., 8.875%, 5/1/19 1,501,000
1,890,000(e) SFX Entertainment, Inc., 9.625%, 2/1/19 (144A) 1,880,550
3,575,000 WMG Acquisition Corp., 6.75%, 4/15/22 (144A) 3,423,063
--------------
$ 11,218,069
-------------------------------------------------------------------------------------------------------
Publishing -- 0.6%
2,200,000(e)(g) MPL 2 Acquisition Canco, Inc., 9.875%,
8/15/18 (144A) $ 2,348,500
--------------
Total Media $ 22,370,462
-------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE
SCIENCES -- 1.8%
Biotechnology -- 1.5%
1,400,000 ConvaTec Healthcare E SA, 10.5%, 12/15/18 (144A) $ 1,482,250
4,104,000(e) Lantheus Medical Imaging, Inc., 9.75%, 5/15/17 4,073,220
--------------
$ 5,555,470
-------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 0.3%
1,240,000(e) JLL/Delta Dutch Newco BV, 7.5%, 2/1/22 (144A) $ 1,252,245
--------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 6,807,715
-------------------------------------------------------------------------------------------------------
REAL ESTATE -- 0.5%
Diversified Real Estate Activities -- 0.1%
330,000 Alam Synergy Pte, Ltd., 9.0%, 1/29/19 (144A) $ 355,575
-------------------------------------------------------------------------------------------------------
Diversified REIT -- 0.4%
1,500,000(e) CNL Lifestyle Properties, Inc., 7.25%, 4/15/19 $ 1,541,250
--------------
Total Real Estate $ 1,896,825
-------------------------------------------------------------------------------------------------------
RETAILING -- 1.4%
Automotive Retail -- 0.5%
2,160,000 DriveTime Automotive Group, Inc. / DT Acceptance
Corp., 8.0%, 6/1/21 (144A) $ 2,057,400
-------------------------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.2%
660,000 Rent-A-Center, Inc., 6.625%, 11/15/20 $ 619,740
-------------------------------------------------------------------------------------------------------
Department Stores -- 0.2%
900,000(e) Neiman Marcus Group LTD LLC, 8.0%,
10/15/21 (144A) $ 936,000
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Speciality Stores -- 0.5%
1,135,000 Outerwall, Inc., 5.875%, 6/15/21 (144A) $ 1,069,737
685,000 Radio Systems Corp., 8.375%, 11/1/19 (144A) 732,950
--------------
$ 1,802,687
--------------
Total Retailing $ 5,415,827
-------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 1.0%
Semiconductors -- 1.0%
680,000 Advanced Micro Devices, Inc., 7.0%, 7/1/24 $ 649,400
3,250,000(e) Advanced Micro Devices, Inc., 7.5%, 8/15/22 3,282,500
CNH 1,000,000(d) LDK Solar Co., Ltd., 10.0%, 2/28/14 21,040
--------------
Total Semiconductors & Semiconductor Equipment $ 3,952,940
-------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 3.3%
Application Software -- 0.3%
955,000 Interface Security Systems Holdings, Inc. / Interface
Security Systems LLC, 9.25%, 1/15/18 $ 978,875
-------------------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.6%
1,783,000(e) First Data Corp., 8.25%, 1/15/21 (144A) $ 1,889,980
422,000 First Data Corp., 10.625%, 6/15/21 480,025
1,783,000(e) First Data Corp., 12.625%, 1/15/21 2,135,142
180,450(e)(h) First Data Holdings, Inc., 14.5% (14.5% PIK
0.0% cash), 9/24/19 (144A) 189,473
1,650,000(e)(h) Igloo Holdings Corp., 8.25% (9.0% PIK 8.25% cash),
12/15/17 (144A) 1,674,750
--------------
$ 6,369,370
-------------------------------------------------------------------------------------------------------
Systems Software -- 1.4%
5,926,182(g) Pegasus Solutions, Inc., 13.0%, 4/15/14 (144A) $ 5,511,349
--------------
Total Software & Services $ 12,859,594
-------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.2%
Communications Equipment -- 0.8%
1,350,000(e)(h) CommScope Holding Co., Inc., 6.625% (7.375%
PIK 6.625% cash), 6/1/20 (144A) $ 1,390,500
1,500,000 CPI International, Inc., 8.75%, 2/15/18 1,552,500
--------------
$ 2,943,000
-------------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.4%
880,000(e) Viasystems, Inc., 7.875%, 5/1/19 (144A) $ 921,800
745,000 Zebra Technologies Corp., 7.25%, 10/15/22 (144A) 745,000
--------------
$ 1,666,800
--------------
Total Technology Hardware & Equipment $ 4,609,800
-------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 2.4%
Alternative Carriers -- 0.1%
600,000 PAETEC Holding Corp., 9.875%, 12/1/18 $ 634,500
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 29
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Integrated Telecommunication Services -- 1.9%
1,695,000 Cincinnati Bell, Inc., 8.75%, 3/15/18 $ 1,758,562
300,000 Frontier Communications Corp., 6.25%, 9/15/21 297,000
1,400,000(e) Frontier Communications Corp., 7.625%, 4/15/24 1,452,500
1,650,000(e) GCI, Inc., 6.75%, 6/1/21 1,640,719
2,200,000 Windstream Corp., 6.375%, 8/1/23 2,123,000
--------------
$ 7,271,781
-------------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 0.4%
300,000 Altice Finco SA, 8.125%, 1/15/24 (144A) $ 321,000
400,000 Unison Ground Lease Funding LLC, 5.78%,
3/15/20 (144A) 407,118
725,000(e) Vimpel Communications Via VIP Finance Ireland,
Ltd., OJSC, 9.125%, 4/30/18 (144A) 782,058
--------------
$ 1,510,176
--------------
Total Telecommunication Services $ 9,416,457
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 3.7%
Air Freight & Logistics -- 0.3%
1,005,000 XPO Logistics, Inc., 7.875%, 9/1/19 (144A) $ 1,037,663
-------------------------------------------------------------------------------------------------------
Airlines -- 0.8%
1,295,000 Gol LuxCo SA, 8.875%, 1/24/22 (144A) $ 1,272,985
1,500,000 United Continental Holdings, Inc., 6.0%, 7/15/26 1,398,750
600,000(e) United Continental Holdings, Inc., 6.375%, 6/1/18 628,500
--------------
$ 3,300,235
-------------------------------------------------------------------------------------------------------
Marine -- 0.3%
1,025,000 Navios South American Logistics, Inc. / Navios
Logistics Finance US, Inc., 7.25%, 5/1/22 (144A) $ 1,014,750
-------------------------------------------------------------------------------------------------------
Railroads -- 0.4%
1,520,000 Florida East Coast Holdings Corp., 9.75%,
5/1/20 (144A) $ 1,542,800
-------------------------------------------------------------------------------------------------------
Trucking -- 1.9%
3,500,000(e) Jack Cooper Holdings Corp., 9.25%, 6/1/20 (144A) $ 3,762,500
1,375,000(e) Swift Services Holdings, Inc., 10.0%, 11/15/18 1,443,750
2,000,000 Syncreon Group BV / Syncreon Global Finance US,
Inc., 8.625%, 11/1/21 (144A) 1,980,000
--------------
$ 7,186,250
--------------
Total Transportation $ 14,081,698
-------------------------------------------------------------------------------------------------------
UTILITIES -- 2.5%
Electric Utilities -- 0.9%
895,000 ContourGlobal Power Holdings SA, 7.125%,
6/1/19 (144A) $ 886,050
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Electric Utilities -- (continued)
310,000 Empresa Distrbuidora y Comercializadora Norte,
9.75%, 10/25/22 (144A) $ 226,300
1,010,000(c)(e) Enel S.p.A., 8.75%, 9/24/73 (144A) 1,170,388
1,000,000(e) PNM Resources, Inc., 9.25%, 5/15/15 1,049,118
--------------
$ 3,331,856
-------------------------------------------------------------------------------------------------------
Independent Power Producers & Energy
Traders -- 0.9%
3,675,000 NRG Energy, Inc., 6.25%, 5/1/24 (144A) $ 3,684,187
-------------------------------------------------------------------------------------------------------
Multi-Utilities -- 0.7%
2,527,134 Ormat Funding Corp., 8.25%, 12/30/20 $ 2,558,723
--------------
Total Utilities $ 9,574,766
-------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $415,173,095) $ 424,502,229
-------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES -- 5.1% of
Net Assets
CAPITAL GOODS -- 1.0%
Construction & Farm Machinery & Heavy
Trucks -- 1.0%
2,625,000(e) Meritor, Inc., 7.875%, 3/1/26 $ 3,794,766
--------------
Total Capital Goods $ 3,794,766
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.1%
Asset Management & Custody Banks -- 0.1%
400,000 Apollo Investment Corp., 5.75%, 1/15/16 $ 416,250
--------------
Total Diversified Financials $ 416,250
-------------------------------------------------------------------------------------------------------
ENERGY -- 1.7%
Coal & Consumable Fuels -- 0.5%
1,905,000 Massey Energy Co., 3.25%, 8/1/15 $ 1,824,038
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.6%
2,265,000(b)(e) Hercules Offshore, Inc., 0.0%, 6/1/38 $ 2,259,338
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.6%
1,340,000(e) Chesapeake Energy Corp., 2.5%, 5/15/37 $ 1,350,887
1,175,000 Energy & Exploration Partners, Inc., 8.0%,
7/1/19 (144A) 1,151,500
--------------
$ 2,502,387
--------------
Total Energy $ 6,585,763
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.0%
Health Care Equipment & Services -- 0.9%
2,837,000(b) Hologic, Inc., 2.0%, 12/15/37 $ 3,368,937
-------------------------------------------------------------------------------------------------------
Health Care Services -- 0.1%
361,000 Omnicare, Inc., 3.25%, 12/15/35 $ 372,507
--------------
Total Health Care Equipment & Services $ 3,741,444
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 31
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
MATERIALS -- 1.0%
Diversified Chemicals -- 1.0%
4,000,000(k) Hercules, Inc., 6.5%, 6/30/29 $ 3,655,000
--------------
Total Materials $ 3,655,000
-------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.2%
Biotechnology -- 0.2%
1,400,000 Corsicanto, Ltd., 3.5%, 1/15/32 $ 931,000
--------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 931,000
-------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 0.1%
Semiconductors -- 0.1%
750,000 ReneSola, Ltd., 4.125%, 3/15/18 (144A) $ 530,625
42,000(d)(g) Suntech Power Holdings Co., Ltd., 3.0%, 3/15/13 2,478
--------------
Total Semiconductors & Semiconductor Equipment $ 533,103
-------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $16,191,693) $ 19,657,326
-------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS -- 2.2% of Net Assets
2,780,000(a) U.S. Treasury Notes Floating Rate Note, 0.06%,
1/31/16 $ 2,780,564
2,780,000(a) U.S. Treasury Notes Floating Rate Note, 0.084%,
4/30/16 2,781,426
2,780,000(a) U.S. Treasury Notes Floating Rate Note, 0.085%,
7/31/16 2,781,549
--------------
$ 8,343,539
-------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS
(Cost $8,342,526) $ 8,343,539
-------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS -- 1.0% of
Net Assets
Argentina -- 0.3%
1,200,000 City of Buenos Aires, 12.5%, 4/6/15 (144A) $ 1,200,000
-------------------------------------------------------------------------------------------------------
Ecuador -- 0.2%
870,000 Ecuador Government International Bond, 7.95%,
6/20/24 (144A) $ 904,800
-------------------------------------------------------------------------------------------------------
Russia -- 0.5%
1,519,600(b) Russian Government International Bond,
7.5%, 3/31/30 $ 1,702,302
-------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $3,161,476) $ 3,807,102
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
TAX EXEMPT OBLIGATION -- 0.9% of Net Assets
New York -- 0.9%
3,475,000 New York City Industrial Development Agency
Revenue, 7.625%, 12/1/32 $ 3,493,695
-------------------------------------------------------------------------------------------------------
TOTAL TAX EXEMPT OBLIGATION
(Cost $3,122,821) $ 3,493,695
-------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 0.1% of Net Assets
3,300,000(c)(g) Non-Profit Preferred Funding Trust I, 9/15/37 (144A) $ 383,955
-------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED
DEBT OBLIGATION
(Cost $3,293,693) $ 383,955
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 2.0% of Net Assets
CAPITAL GOODS -- 0.2%
Building Products -- 0.2%
894(g)(i)(l) Panolam Holdings Co. $ 700,002
--------------
Total Capital Goods $ 700,002
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Oil & Gas Exploration & Production -- 0.0%+
10,398(l) Halcon Resources Corp. $ 41,176
--------------
Total Energy $ 41,176
-------------------------------------------------------------------------------------------------------
MATERIALS -- 0.1%
Diversified Metals & Mining -- 0.1%
3,402 Freeport-McMoRan, Inc. $ 111,075
AUD 6,776,723(l) Mirabela Nickel, Ltd. 391,289
--------------
Total Materials $ 502,364
-------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.2%
Pharmaceuticals -- 0.2%
15,900 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 854,625
--------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 854,625
-------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.0%+
Systems Software -- 0.0%+
10,942(l) Perseus Holding Corp. $ 16,413
--------------
Total Software & Services $ 16,413
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 33
Schedule of Investments | 9/30/14 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 1.5%
Air Freight & Logistics -- 0.9%
3,266(g)(l) CEVA Holdings LLC $ 3,592,314
-------------------------------------------------------------------------------------------------------
Airlines -- 0.5%
49,785 Delta Air Lines, Inc. $ 1,799,728
-------------------------------------------------------------------------------------------------------
Marine -- 0.1%
877,784(g)(l) Horizon Lines, Inc. $ 359,891
--------------
Total Transportation $ 5,751,933
-------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $7,841,990) $ 7,866,513
-------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS -- 0.8% of
Net Assets
DIVERSIFIED FINANCIALS -- 0.6%
Other Diversified Financial Services -- 0.6%
1,880(f) Bank of America Corp., 7.25 $ 2,155,420
--------------
Total Diversified Financials $ 2,155,420
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.2%
Oil & Gas Exploration & Production -- 0.2%
1,100(f)(l) Halcon Resources Corp., 5.75 $ 891,275
--------------
Total Energy $ 891,275
-------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $2,164,242) $ 3,046,695
-------------------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 2.7% of Net Assets
BANKS -- 0.8%
Diversified Banks -- 0.8%
3,000(c)(f) AgStar Financial Services ACA, 6.75% $ 3,085,125
--------------
Total Banks $ 3,085,125
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.9%
Other Diversified Financial Services -- 0.9%
132,750(c) GMAC Capital Trust I, 8.125% $ 3,532,478
--------------
Total Diversified Financials $ 3,532,478
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.2%
Oil & Gas Storage & Transportation -- 0.2%
33,350(c) NuStar Logistics LP, 7.625% $ 868,434
--------------
Total Energy $ 868,434
-------------------------------------------------------------------------------------------------------
INSURANCE -- 0.7%
Reinsurance -- 0.7%
1,400,000(g)(l) Altair Re II, Ltd. (Cat Bond) $ 1,488,620
8,500(g)(j)(l) Lorenz Re, Ltd. (Cat Bond) 930,920
--------------
Total Insurance $ 2,419,540
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Semiannual Report | 9/30/14
-------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.1%
Systems Software -- 0.1%
5,745(g)(l) Perseus Holding Corp., 14.0% $ 471,090
--------------
Total Software & Services $ 471,090
-------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $9,401,274) $ 10,376,667
-------------------------------------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.0%+ of Net Assets
AUTOMOBILES & COMPONENTS -- 0.0%+
Auto Parts & Equipment -- 0.0%+
344(g)(l) Lear Corp., Expires 11/9/14 $ 59,650
--------------
Total Automobiles & Components $ 59,650
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Oil & Gas Equipment & Services -- 0.0%+
650(g)(l) Green Field Energy Services, Inc., Expires
11/15/21 (144A) $ 653
--------------
Total Energy $ 653
-------------------------------------------------------------------------------------------------------
TOTAL RIGHTS/WARRANTS
(Cost $42,352) $ 60,303
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Principal
Amount Value
-------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT -- 0.4% --
of Net Assets
COMMERCIAL PAPER: 0.4%
1,360,000 Mondelez International, Inc., 0.146%, 10/1/14 $ 1,360,000
-------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENT
(Cost $1,360,000) $ 1,360,000
-------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 134.9%
(Cost $508,957,254) (m)(n) $ 521,180,396
-------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (34.9)% $ (134,796,547)
-------------------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 386,383,849
=======================================================================================================
REIT Real Estate Investment Trust.
(Cat Bond) Catastrophe bond is a high-yield debt instrument that is usually
insurance linked and meant to raise money in case of a
catastrophe.
(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 September 30, 2014, the value of these
securities amounted to $245,534,295, or 63.8% of total net assets
applicable to common shareowners.
+ Amount rounds to less than 0.1%.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 35
Schedule of Investments | 9/30/14 (unaudited) (continued)
* Senior secured floating rate loan interests in which the Trust
invests generally pay interest at rates that are periodically
redetermined by reference to a base lending 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 rate of a certificate of deposit or
(iv) other base lending rates used by commercial lenders. The
interest rate shown is the rate accruing at September 30, 2014.
(a) Floating rate note. The interest rate shown is the coupon rate at
September 30, 2014.
(b) Debt obligation initially issued at one coupon rate which converts
to a higher coupon at a specific date. The rate shown is the rate
at September 30, 2014.
(c) The interest rate is subject to change periodically. The interest
rate shown is the rate at September 30, 2014.
(d) Security is in default and is non income producing.
(e) Denotes security pledged and segregated as collateral for the
margin-loan financing agreement. See Notes to Financial Statements
-- Note 10.
(f) Security is perpetual in nature and has no stated maturity date.
(g) Indicates a security that has been deemed illiquid. As of
September 30, 2014 the aggregate cost of illiquid securities in
the Trust's portfolio was $26,126,098. As of that date, the
aggregate value of illiquid securities in the Trust's portfolio of
$20,409,410 represented 5.3% of total net assets applicable to
common shareowners.
(h) Payment in Kind (PIK) security which may pay interest in the form
of additional principal amount.
(i) Security is valued using fair value methods (other than prices
supplied by independent pricing services or broker-dealers). See
Notes to Financial Statements -- Note 1A.
(j) Security issued with a zero coupon. Income is recognized through
accretion of discount.
(k) Security is priced as a unit.
(l) Non-income producing.
(m) At September 30, 2014, the net unrealized appreciation on
investments based on cost for federal tax purposes of $510,859,214
was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 35,435,899
Aggregate gross unrealized depreciation for all investments in
which there is an excess of tax cost over value (25,114,717)
------------
Net unrealized appreciation $ 10,321,182
============
For financial reporting purposes net unrealized appreciation on investments was
$12,223,142 and cost of investments aggregated $508,957,254.
(n) Distributions of Investments by country of issue, as a percentage
of total investments in securities, is as follows:
United States 77.5%
Canada 3.6
Luxembourg 3.0
Netherlands 2.4
Cayman Islands 2.3
Ireland 1.6
Bermuda 1.6
United Kingdom 1.2
Other (individually less than 1%) 6.8
------
100.0%
======
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Semiannual Report | 9/30/14
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended September 30, 2014 aggregated $95,758,591 and $84,133,787,
respectively.
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Principal amounts are denominated in U.S. dollars unless otherwise noted.
AUD - Australian Dollar
CNH - New Chinese Yuan
EUR - Euro
GBP - Great British Pound
CREDIT DEFAULT SWAP AGREEMENTS -- SELL PROTECTION
-------------------------------------------------------------------------------------------------------
Obligation Net
Notional Entity/ Credit Expiration Premiums Unrealized
Principal ($)(1) Counterparty Index Coupon Ratings(2) Date (Received) Appreciation
-------------------------------------------------------------------------------------------------------
2,000,000 JPMorgan Goodyear
Chase Tire &
& Co. Rubber Co. 5.00% B+ 12/20/17 $(65,000) $280,504
=======================================================================================================
(1) The notional amount is the maximum amount that a seller of credit protection
would be obligated to pay upon occurrence of a credit event.
(2) Based on Standard & Poor's rating of the issuer.
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels below.
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
risks, etc.).
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments).
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans are categorized as Level 2, and securities valued using fair
value methods (other than prices supplied by independent pricing services or
broker dealers) as Level 3. See Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 37
Schedule of Investments | 9/30/14 (unaudited) (continued)
The following is a summary of the inputs used as of September 30, 2014, in
valuing the Trust's investments.
------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------------
Asset Backed Securities $ -- $ 4,762,679 $ -- $ 4,762,679
Collateralized Mortgage
Obligations -- 5,993,788 -- 5,993,788
Senior Secured Floating
Rate Loan Interests -- 27,525,905 -- 27,525,905
Tax Exempt Obligation -- 3,493,695 -- 3,493,695
Corporate Bonds & Notes
Diversified Financials
Other Diversified
Financial Services -- 2,235,233 1,957,857 4,193,090
Energy
Oil & Gas Equipment
& Services -- 8,589,700 1,280 8,590,980
Insurance
Reinsurance -- 14,485,737 5,278,601 19,764,338
Materials
Diversified Metals
& Mining -- 3,697,025 1,433,700 5,130,725
Software & Services
Systems Software -- -- 5,511,349 5,511,349
All Other Corporate Bonds
& Notes -- 381,311,747 -- 381,311,747
Convertible Bonds & Notes -- 19,657,326 -- 19,657,326
Municipal Collateralized
Debt Obligation -- 383,955 -- 383,955
Sovereign Debt Obligations -- 3,807,102 -- 3,807,102
Common Stocks
Capital Goods
Building Products -- -- 700,002 700,002
Software & Services
Systems Software -- 16,413 -- 16,413
Transportation
Air Freight & Logistics -- 3,592,314 -- 3,592,314
All Other Common Stocks 3,557,784 -- -- 3,557,784
Convertible Preferred Stocks
Energy
Oil & Gas Exploration
& Production -- 891,275 -- 891,275
All Other Convertible
Preferred Stocks 2,155,420 -- -- 2,155,420
Preferred Stocks
Banks
Diversified Banks -- 3,085,125 -- 3,085,125
Insurance
Reinsurance -- -- 2,419,540 2,419,540
Software & Services
Systems Software -- 471,090 -- 471,090
All Other Preferred Stocks 4,400,912 -- -- 4,400,912
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Semiannual Report | 9/30/14
------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------------------------------------
Rights/Warrants
Energy
Oil & Gas Equipment
& Services -- 653 -- 653
All Other Rights/Warrants 59,650 -- -- 59,650
U.S. Government and
Agency Obligations -- 8,343,539 -- 8,343,539
Temporary Cash Investments
Commercial Paper -- 1,360,000 -- 1,360,000
------------------------------------------------------------------------------------------
Total Investments
in Securities $ 10,173,766 $493,704,301 $ 17,302,329 $521,180,396
------------------------------------------------------------------------------------------
Other Financial Instruments
Net unrealized appreciation
on swap contracts $ -- $ 280,504 $ -- $ 280,504
Net unrealized appreciation
forward foreign
currency contracts -- 637,221 -- 637,221
------------------------------------------------------------------------------------------
Total Other
Financial Instruments $ -- $ 917,725 $ -- $ 917,725
==========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 39
Schedule of Investments | 9/30/14 (unaudited) (continued)
The following is a reconciliation of assets valued using significant
unobservable inputs (Level 3):
------------------------------------------------------------------------------------------------------------------------------------
Change in
Balance Realized Unrealized Accrued Transfers Transfers Balance
as of gain appreciation discounts/ in to out of as of
3/31/14 (loss)(1) (depreciation)(2) Purchases Sales premiums Level 3* Level 3* 9/30/14
------------------------------------------------------------------------------------------------------------------------------------
Corporate Bonds
& Notes
Diversified
Financials
Other
Diversified
Financial
Services $1,748,033 $ -- $ 209,824 $ -- $ -- $ -- $ -- $ -- $ 1,957,857
Energy
Oil & Gas
Equipment
& Services -- -- -- -- -- -- 1,280 -- 1,280
Materials
Diversified
Metals &
Mining 626,708 -- (143,231) 1,803,556 (853,333) -- -- -- 1,433,700
Insurance
Reinsurance 1,470,812 -- 86,350 3,676,650 -- 44,789 -- -- 5,278,601
Semiconductors &
Semiconductor
Equipment
Systems
Software -- -- -- -- -- -- 5,511,349 -- 5,511,349
Common
Stocks
Capital Goods
Building
Products 700,002 -- -- -- -- -- -- -- 700,002
Preferred Stocks
Insurance
Reinsurance 3,527,053 96,738 (175,569) 558,040 (1,586,722) -- -- -- 2,419,540
------------------------------------------------------------------------------------------------------------------------------------
Total $8,072,608 $ 96,738 $ (22,626) $ 6,038,246 $(2,440,055) $ 44,789 $5,512,629 $ -- $17,302,329
====================================================================================================================================
* Transfers are calculated on the beginning of period value.
(1) Realized gain (loss) on these securities is included in the realized gain
(loss) from investments in the Statement of Operations.
(2) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized appreciation (depreciation) from investments in the
Statement of Operations.
Net change in unrealized appreciation of Level 3 investments still held and
considered Level 3 at 9/30/14: $123,758.
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Semiannual Report | 9/30/14
Statement of Assets and Liabilities | 9/30/14 (unaudited)
ASSETS:
Investments in securities, at value (cost $508,957,254) $521,180,396
Cash 1,972,194
Foreign currencies, at value (cost $4,683,484) 4,247,950
Receivables --
Investment securities sold 71,442
Interest receivable 10,798,531
Dividends receivable 49,968
Net unrealized appreciation on swap contracts 280,504
Net unrealized appreciation on forward foreign currency contracts 637,221
Reinvestment of distributions 356,022
Prepaid expenses 5,495
----------------------------------------------------------------------------------------
Total assets $539,599,723
----------------------------------------------------------------------------------------
LIABILITIES:
Swap collateral 200,000
Credit default swaps, premiums received 65,000
Payables --
Margin loan financing 151,000,000
Investment securities purchased 1,465,686
Trustees fees 411
Affiliated expenses payable 260,545
Administration fees payable 677
Interest expense payable 117,356
Accrued expenses payable 106,199
----------------------------------------------------------------------------------------
Total liabilities $153,215,874
----------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $411,000,055
Undistributed net investment income 6,418,528
Accumulated net realized loss on investments,
swap contracts and foreign currency transactions (43,731,589)
Net unrealized appreciation on investments 12,223,142
Net unrealized appreciation on swap contracts 280,504
Net unrealized appreciation on forward foreign currency
contracts and other assets and liabilities denominated
in foreign currencies 193,209
----------------------------------------------------------------------------------------
Net assets applicable to common shareowners $386,383,849
========================================================================================
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $386,383,849 / 28,804,829 common shares $ 13.41
========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 41
Statement of Operations (unaudited)
For the Six Months Ended 9/30/14
INVESTMENT INCOME:
Interest $ 22,682,431
Dividends (net of foreign taxes withheld $1,753) 396,740
Loan facility and other income 185,150
-------------------------------------------------------------------------------------------------
Total investment income $ 23,264,321
-------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 1,668,558
Administrative reimbursements 62,222
Transfer agent fees and expenses 19,416
Shareholder communications expense 5,609
Custodian fees 8,708
Professional fees 83,683
Printing expenses 7,521
Trustees' fees 8,623
Pricing fees 14,125
Miscellaneous 17,981
-------------------------------------------------------------------------------------------------
Net operating expenses $ 1,896,446
-------------------------------------------------------------------------------------------------
Interest expense $ 714,647
-------------------------------------------------------------------------------------------------
Net operating expenses and interest expense $ 2,611,093
-------------------------------------------------------------------------------------------------
Net investment income $ 20,653,228
-------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $ 2,466,241
Swap contracts 51,667
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies (351,169) $ 2,166,739
-------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments $(22,362,500)
Swap contracts (56,911)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies 676,120 $(21,743,291)
-------------------------------------------------------------------------------------------------
Net loss on investments, swap contracts and foreign
currency transactions $(19,576,552)
-------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 1,076,676
=================================================================================================
The accompanying notes are an integral part of these financial statements.
42 Pioneer High Income Trust | Semiannual Report | 9/30/14
Statements of Changes in Net Assets
------------------------------------------------------------------------------------------
Six Months
Ended Year
9/30/14 Ended
(unaudited) 3/31/14
------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 20,653,228 $ 42,870,563
Net realized gain (loss) on investments, swap contracts
and foreign currency transactions 2,166,739 (2,241,403)
Change in unrealized appreciation (depreciation) on
investments, swap contracts and foreign
currency transactions (21,743,291) 4,931,001
Distributions to preferred shareowners from net
investment income -- (147,163)
------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 1,076,676 $ 45,412,998
------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income and previously undistributed
net investment income ($0.83 and $1.65 per
share, respectively) $ (23,702,775) $ (47,096,627)
------------------------------------------------------------------------------------------
Total distributions to common shareowners $ (23,702,775) $ (47,096,627)
------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 2,126,409 $ 4,068,896
------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners from Trust share transactions $ 2,126,409 $ 4,068,896
------------------------------------------------------------------------------------------
Net increase (decrease) in net assets applicable to
common shareowners $ (20,499,690) $ 2,385,267
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of period 406,883,539 404,498,272
------------------------------------------------------------------------------------------
End of period $ 386,383,849 $ 406,883,539
------------------------------------------------------------------------------------------
Undistributed net investment income $ 6,418,528 $ 9,468,075
==========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 43
Statement of Cash Flows (unaudited)
For Six Months Ended 9/30/14
Cash Flows From Operating Activities
Net increase in net assets resulting from operations (excluding
preferred distributions) $ 1,076,676
------------------------------------------------------------------------------------------------
Adjustments to reconcile net increase in net assets resulting from operations to
net cash and foreign currencies used in operating activities:
Purchases of investment securities $ (243,760,960)
Proceeds from disposition and maturity of investment securities 231,395,766
Net accretion and amortization of discount/premium on investment securities (1,613,347)
Decrease in investment securities sold receivable 782,308
Increase in interest receivable (110,045)
Increase in reinvestment of distributions (11,815)
Increase in prepaid expenses (5,495)
Decrease in investment securities purchased payable (9,740,241)
Increase in affiliated expenses payable 3,449
Decrease in administration fees payable (1,297)
Decrease in accrued expenses payable (15,116)
Increase in interest expense payable 46,879
Change in unrealized depreciation on investments 22,362,500
Change in unrealized appreciation on forward foreign currency contracts (998,255)
Change in unrealized depreciation on credit default swaps 56,911
Net realized gain on investments (2,466,241)
------------------------------------------------------------------------------------------------
Net cash and foreign currencies used in operating activities $ (2,998,323)
------------------------------------------------------------------------------------------------
Cash Flows Used in Financing Activities:
Distributions to common shareowners from net investment income $ (23,702,775)
Reinvestment of distributions 2,126,409
------------------------------------------------------------------------------------------------
Net cash flow used in financing activities $ (21,576,366)
------------------------------------------------------------------------------------------------
Cash and Foreign Currencies:
Beginning of the period $ 30,794,833
------------------------------------------------------------------------------------------------
End of the period $ 6,220,144
------------------------------------------------------------------------------------------------
Cash Flow Information:
Cash paid for interest $ 667,768
================================================================================================
The accompanying notes are an integral part of these financial statements.
44 Pioneer High Income Trust | Semiannual Report | 9/30/14
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Six Months Year Year
Ended Year Year Ended Ended Year
9/30/14 Ended Ended 3/31/12 3/31/11 Ended
(unaudited) 3/31/14 3/31/13 (Consolidated) (Consolidated) 3/31/10
------------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of period $ 14.19 $ 14.23 $ 13.45 $ 14.33 $ 13.23 $ 7.07
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 0.72 $ 1.50 $ 1.74 $ 1.70 $ 1.68 $ 1.65
Net realized and unrealized gain (loss) on
investments and foreign currency transactions (0.67) 0.12 0.70 (0.92) 1.09 6.17
------------------------------------------------------------------------------------------------------------------------------------
Distributions to preferred shareowners from:
Net investment income $ -- $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net increase from investment operations $ 0.05 $ 1.61 $ 2.43 $ 0.77 $ 2.75 $ 7.81
------------------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income and previously undistributed
net investment income $ (0.83)* $ (1.65)* $ (1.65) $ (1.65) $ (1.65) $ (1.65)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.78) $ (0.04) $ 0.78 $ (0.88) $ 1.10 $ 6.16
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period (b) $ 13.41 $ 14.19 $ 14.23 $ 13.45 $ 14.33 $ 13.23
------------------------------------------------------------------------------------------------------------------------------------
Market value, end of period (b) $ 16.95 $ 17.83 $ 16.97 $ 16.66 $ 16.55 $ 15.38
====================================================================================================================================
Total return at market value (c) (0.22)% 16.24% 12.65% 11.53% 20.12% 119.69%
Ratios to average net assets of common shareowners:
Total expenses plus interest expense (d)(f) 1.29%(e) 1.04% 1.08% 1.05% 1.11% 1.23%
Net investment income before preferred share
distributions 10.20%(e) 10.70% 13.03% 12.66% 12.43% 14.92%
Preferred share distributions --% 0.04% 0.06% 0.05% 0.12% 0.13%
Net investment income available to common
shareowners 10.20%(e) 10.66% 12.97% 12.61% 12.31% 14.79%
Portfolio turnover 16% 30% 27% 24% 10% 15%
Net assets of common shareowners, end of (in
thousands) $ 386,384 $406,884 $404,498 $379,518 $401,348 $367,087
* The amount of distributions made to shareowners during the period were in
excess of the net investment income earned by the Trust during the period.
The Trust has accumulated undistributed net investment income which is
part of the Trust's NAV. A portion of this accumulated net investment income
was distributed to shareowners during the period.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/14 45
Financial Highlights (continued)
-----------------------------------------------------------------------------------------------------------------------------------
Six Months Year Year
Ended Year Year Ended Ended Year
9/30/14 Ended Ended 3/31/12 3/31/11 Ended
(unaudited) 3/31/14 3/31/13 (Consolidated) (Consolidated) 3/31/10
-----------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) (g) $ -- $ -- $151,000 $151,000 $151,000 $151,000
Asset coverage per preferred share, end of period $ -- $ -- $ 91,971 $ 87,835 $ 91,450 $ 85,777
Average market value per preferred share (h) $ -- $ -- $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per
preferred share $ -- $ -- $ 25,001 $ 25,001 $ 25,001 $ 25,001
===================================================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) 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.
(c) 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.
(d) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(e) Annualized.
(f) Includes interest expense of 0.35%, 0.02%, 0.00, 0.00, 0.00 and 0.00,
respectively.
(g) As of March 18, 2014, the Trust redeemed all of its outstandings preferred
shares.
(h) Market value is redemption value without an active market.
The accompanying notes are an integral part of these financial statements.
46 Pioneer High Income Trust | Semiannual Report | 9/30/14
Notes to Financial Statements | 9/30/14 (unaudited)
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, as a
secondary objective, also seek capital appreciation to the extent that it is
consistent with its investment objective.
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
period. 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:
A. Security Valuation
Security transactions are recorded as of trade date. Senior floating rate
loan interests (senior loans) 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, an independent pricing service. If price
information is not available from Loan Pricing Corporation or if the price
information is deemed to be unreliable, price information will be obtained
from an alternative loan interest pricing service. If no reliable price
quotes are available from either the primary or alternative pricing service
broker quotes will be solicited. Fixed-income securities 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
that have traded on an exchange are valued at the last sale price on the
principal exchange where they are traded. Equity securities that have not
traded on the date of valuation or securities for which sale prices are not
available, generally are valued using the mean between the last bid and
asked prices. Shares of money market mutual funds are valued at such funds'
net asset value.
Pioneer High Income Trust | Semiannual Report | 9/30/14 47
Trading in foreign securities is substantially completed each day at various
times prior to the close of the New York Stock Exchange (NYSE). The values
of such securities used in computing the net asset value of the Trust's
shares are determined as of such times.
Securities and senior loans for which independent pricing services are
unable to supply prices or for which market prices are considered to be
unreliable are valued by a fair valuation team comprised of certain
personnel of Pioneer Investment Management, Inc. (PIM), the Trust's
investment adviser, pursuant to procedures adopted by the Trust's Board of
Trustees. PIM's fair valuation team uses fair value methods approved by the
Valuation Committee of the Board of Trustees. PIM's valuation team is
responsible for monitoring developments that may impact fair valued
securities and for discussing and assessing fair value on an ongoing basis,
and at least quarterly, with the Valuation Committee of the Board of
Trustees.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities. The Trust may use 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. Examples of a significant
event might include political or economic news, corporate restructurings,
natural disasters, terrorist activity or trading halts. Thus, the valuation
of the Trust's securities may differ significantly from exchange prices and
such differences could be material.
At September 30, 2014, two securities were valued using fair value methods
(in addition to securities valued using prices supplied by independent
pricing services or broker-dealers) representing 0.7% of net assets. The
value of these fair valued securities was $2,657,859.
Interest income, including interest on income 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.
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.
48 Pioneer High Income Trust | Semiannual Report | 9/30/14
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 the market price 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 appreciation or depreciation
are recorded in the Trust's financial statements. The Trust records realized
gains and losses at the time a contract 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. As of
March 31, 2014, the Trust did not accrue any interest or penalties with
respect to uncertain tax positions, which if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax returns filed
within the prior three years remain subject to examination by federal and
state tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement and tax purposes.
Pioneer High Income Trust | Semiannual Report | 9/30/14 49
Capital accounts within the financial statements are adjusted for permanent
book/tax differences to reflect tax character, but are not adjusted for
temporary differences.
The tax character of distributions paid to shareowners during the year ended
March 31, 2014 was as follows:
----------------------------------------------------------------------------
2014
----------------------------------------------------------------------------
Distribution paid from:
Ordinary income $47,243,790
----------------------------------------------------------------------------
Total $47,243,790
============================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2014:
----------------------------------------------------------------------------
2014
----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 13,520,971
Capital loss carryforward (46,261,236)
Post-October loss deferred (288,512)
Unrealized appreciation 31,038,670
----------------------------------------------------------------------------
Total $ (1,990,107)
============================================================================
The difference between book-basis and tax-basis unrealized appreciation is
primarily attributable to the realization for tax purposes of unrealized
gains on investments in passive foreign investment companies, the book/tax
differences in the accrual of income on securities in default, the
difference between book and tax amortization methods and discounts on fixed
income securities and book/tax temporary differences.
E. Risks
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 issued from time to time. Please refer to
those documents when considering the Trust's principal risks. At times, the
Trust's investments may represent industries or industry sectors that are
interrelated or have common risks, making the Trust more susceptible to any
economic, political, or regulatory developments or other risks affecting
those industries and 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 are concentrated in high-yield
securities, the Trust is 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
50 Pioneer High Income Trust | Semiannual Report | 9/30/14
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.
F. 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
account of the Trust's custodian or a sub-custodian of the Trust. PIM is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
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
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
Pioneer High Income Trust | Semiannual Report | 9/30/14 51
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 be
able to transfer the shares to another broker and continue to participate in
the Plan.
H. Credit Default Swap Agreements
A credit default swap is a contract between a buyer of protection and a
seller of protection against a pre-defined credit event. The Trust may buy
or sell credit default swap contracts to seek to increase the Trust's
income, or to attempt to hedge the risk of default on portfolio securities.
As a seller of protection, the Trust would be required to pay the notional
(or other agreed-upon) value of the referenced debt obligation to the
counterparty in the event of a default by a U.S. or foreign corporate issuer
of a debt obligation, which would likely result in a loss to the Trust. In
return, the Trust would receive from the counterparty a periodic stream of
payments during the term of the contract provided that no event of default
occurred. The maximum exposure of loss to the seller would be the notional
value of the credit default swaps outstanding. If no default occurs, the
Trust would keep the stream of payments and would have no payment
obligation. The Trust may also buy credit default swap contracts in order to
hedge against the risk of default of debt securities, in which case the
Trust would function as the counterparty referenced above.
When the Trust enters into a credit default swap contract, the protection
buyer makes an upfront or periodic payment to the protection seller in
exchange for the right to receive a contingent payment. An upfront payment
made by the Trust, as the protection buyer, is recorded as an asset in the
Statement of Assets and Liabilities. Periodic payments received or paid by
the Trust are recorded as realized gains or losses in the Statement of
Operations.
52 Pioneer High Income Trust | Semiannual Report | 9/30/14
Credit default swap contracts are marked-to-market daily using valuations
supplied by independent sources and the change in value, if any, is recorded
as unrealized appreciation or depreciation in the Statement of Assets and
Liabilities. Payments received or made as a result of a credit event or upon
termination of the contract are recognized, net of the appropriate amount of
the upfront payment, as realized gains or losses in the Statement of
Operations.
Credit default swap contracts involving the sale of protection may involve
greater risks than if the Trust had invested in the referenced debt
instrument directly. Credit default swap contracts are subject to general
market risk, liquidity risk, counterparty risk and credit risk. If the Trust
is a protection buyer and no credit event occurs, it will lose its
investment. If the Trust is a protection seller and a credit event occurs,
the value of the referenced debt instrument received by the Trust, together
with the periodic payments received, may be less than the amount the Trust
pays to the protection buyer, resulting in a loss to the Trust.
Open credit default swap contracts at September 30, 2014 are listed in the
Schedule of Investments. The average value of swap contracts open during the
six months ended September 30, 2014 was $239,476.
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 or the issuance of debt securities), (ii)
the issuance of preferred stock or other similar preference securities, and/or
(iii) any other means. For the six months ended September 30, 2014, the net
management fee was 0.60% of the Trust's average daily managed assets, which was
equivalent to 0.82% of the Trust's average daily net assets.
In addition, under PIM's management and administration agreements, certain other
services and costs are paid by PIM and reimbursed by the Trust. At September 30,
2014, $261,222 was payable to PIM related to management costs, administrative
costs and certain other services is included in "Affiliated expenses payable"
and "Administration fees payable" on the Statement of Assets and Liabilities.
Pioneer High Income Trust | Semiannual Report | 9/30/14 53
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.
In addition, the Trust reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareowner communications activities such as proxy and
statement mailings and outgoing calls.
4. Expense Offset Arrangement
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 six months ended September 30, 2014, the
Trust expenses were not reduced under such arrangement.
5. Forward Foreign Currency Contracts
At September 30, 2014, the Trust had entered into various forward foreign
currency 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 contract. The average value of
contracts open during the six months ended September 30, 2014 was $9,791,928.
Open foreign currency contracts at September 30, 2014, were as follows:
---------------------------------------------------------------------------------------------------
Net
Security Quantity/ Book Settlement US$ Value Unrealized
Description Shares Value Date at 9/30/14 Appreciation
---------------------------------------------------------------------------------------------------
EUR (European Euro) (5,128,699) $(7,076,235) 4/24/15 $(6,489,157) $ 587,078
GBP (British
Pound Sterling) (1,500,688) (2,478,229) 3/30/15 (2,428,086) 50,143
---------------------------------------------------------------------------------------------------
Total $ 637,221
===================================================================================================
54 Pioneer High Income Trust | Semiannual Report | 9/30/14
6. Assets and Liabilities Offsetting
Financial instruments subject to an enforceable master netting agreement have
been offset on the Statements of Assets and Liabilities. The following charts
show gross assets and liabilities as of September 30, 2014:
-------------------------------------------------------------------------------------------------
Assets:
Gross
Amounts Net Gross Amounts Not Offset
Offset Amounts of in the Statement of
in the Assets Assets and Liabilities
Gross Statement Presented --------------------------
Amounts of of Assets In the Cash
Recognized and Assets and Financial Collateral Net
Description Assets Liabilities Liabilities Instruments Received Amount
-------------------------------------------------------------------------------------------------
Swap contracts $ 280,504 $-- $ 280,504 $-- $-- $280,504
Forward
foreign
currency
contracts $ 637,221 $-- $ 637,221 $-- $-- $637,221
-------------------------------------------------------------------------------------------------
$ 917,725 $-- $ 917,725 $-- $-- $917,725
=================================================================================================
-------------------------------------------------------------------------------------------------
Liabilities:
Gross
Amounts Net Gross Amounts Not Offset
Offset Amounts of in the Statement of
in the Assets Assets and Liabilities
Gross Statement Presented --------------------------
Amounts of of Assets In the Cash
Recognized and Assets and Financial Collateral Net
Description Liabilities Liabilities Liabilities Instruments Received Amount
-------------------------------------------------------------------------------------------------
Swap contracts $-- $-- $-- $-- $-- $--
Forward
foreign
currency
contracts $-- $-- $-- $-- $-- $--
-------------------------------------------------------------------------------------------------
$-- $-- $-- $-- $-- $--
=================================================================================================
7. Unfunded and Bridge Loan Commitments
As of September 30, 2014, the Trust had no unfunded loan commitments. The Trust
had the following bridge loan outstanding at September 30, 2014:
----------------------------------------------------------------------------------
Unrealized
Appreciation
Borrower Par Cost Value (Depreciation)
----------------------------------------------------------------------------------
Burger King Worldwide Inc.,
Bridge Loan $5,000,000 $5,000,000 $5,000,000 $--
==================================================================================
Pioneer High Income Trust | Semiannual Report | 9/30/14 55
8. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the six months ended
September 30, 2014 and the year ended March 31, 2014 were as follows:
--------------------------------------------------------------------------------
9/30/14
(unaudited) 3/31/14
--------------------------------------------------------------------------------
Shares outstanding at beginning of period 28,679,504 28,429,194
Reinvestment of distributions 125,325 250,310
--------------------------------------------------------------------------------
Shares outstanding at end of period 28,804,829 28,679,504
================================================================================
The Trust redeemed all outstanding Series W7 AMPS on March 13, 2013, all Series
TH7 AMPS on March 14, 2014 and Series M7 AMPS on March 18, 2014. See Note 10 for
additional information.
9. Additional Disclosures about Derivative Instruments and Hedging Activities:
Values of derivative instruments as of September 30, 2014 were as follows:
------------------------------------------------------------------------------------------
Derivatives Not
Accounted for as Assets Derivatives 2014 Liabilities Derivatives 2014
Hedging Instruments ---------------------------------------------------------------
Under Accounting Statement of Assets Statement of Assets
Standards Codification and Liabilities and Liabilities
(ASC) 815 Location Value Location Value
------------------------------------------------------------------------------------------
Forward foreign Net unrealized Net unrealized
currency contracts appreciation on depreciation on
forward foreign forward foreign
currency contracts $637,221 currency contracts $--
Swap contracts Net unrealized Net unrealized
appreciation on depreciation on
swap contracts 280,504 swap contracts --
------------------------------------------------------------------------------------------
Total $917,725 $--
==========================================================================================
56 Pioneer High Income Trust | Semiannual Report | 9/30/14
The effect of derivative instruments on the Statement of Operations for the six
months ended September 30, 2014 was as follows:
----------------------------------------------------------------------------------------------
Change in
Derivatives Not Realized Unrealized
Accounted for as Gain or Appreciation or
Hedging Instruments (Loss) on (Depreciation)
Under Accounting Location of Gain or (Loss) Derivatives on Derivatives
Standards Codification on Derivatives Recognized Recognized Recognized
(ASC) 815 in Income in Income in Income
----------------------------------------------------------------------------------------------
Forward foreign Net realized gain (loss) on
currency contracts forward foreign currency contracts $(365,443)
Forward foreign Change in net unrealized
currency contracts appreciation (depreciation) on
forward foreign currency contracts $998,255
Swap contracts Net realized gain (loss) on
swap contracts $ 51,667
Swap contracts Change in unrealized appreciation
(depreciation) on swap contracts $(56,911)
10. Redemption of AMPS
The Trust redeemed all of its outstanding auction market preferred shares
("AMPS") at the liquidation preference per share (sometimes referred to as "at
par"), together with accrued and unpaid dividends, if any, as of the redemption
date, as follows:
--------------------------------------------------------------------------------
Liquidation Accrued and
Shares Redemption Preference Unpaid Dividends
Series Outstanding Date Per Share Paid Per Share
--------------------------------------------------------------------------------
W 2,020 March 13, 2014 $25,000 $--
TH 2,000 March 14, 2014 $25,000 $--
M 2,020 March 18, 2014 $25,000 $--
--------------------------------------------------------------------------------
The Trust continues to employ leverage for investment purposes through a margin
loan financing agreement in the amount of $151,000,000 (see note 11). As of
March 31, 2014, 27.1% of the Trust's total managed assets were financed by
leverage through the margin loan financing agreement, compared with 27.1% of
assets as of March 1, 2014. At this time the refinancing is not expected to
affect the Trust's monthly distribution rate per common share.
Pioneer High Income Trust | Semiannual Report | 9/30/14 57
11. Dividends to Preferred Shareowners
Prior to the redemption of the Trust's AMPS (See Note 10.), dividends on Series
M7 and Series TH7 were cumulative at a rate which reset every seven days based
on the results of an auction. Since February 2008, the Trust's auctions related
to the AMPS failed. Accordingly, during the period, dividends were paid at the
maximum rate on the auction dates described in the prospectus for the AMPS.
Dividends on Series W28 were also cumulative at a rate that reset every 28 days
based on the results of an auction. The maximum rate for each 7-day series was
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
0.05% to 0.225% during the period from April 1, 2013 to the redemption of Series
W7 AMPS on March 13, 2014, Series TH7 on March 14, 2014 and Series M7 AMPS on
March 18, 2014.
12. Margin Loan Financing
The Trust has entered into a margin loan financing agreement with Credit Suisse.
The margin loan is offered at a daily rate equal to the U.S. three-month LIBOR
rate plus 0.70%. There is no fixed borrowing limit.
At September 30, 2014, the Trust had a borrowing outstanding under the margin
agreement totaling $151,000,000. The interest rate charged at September 30, 2014
was 0.9351%. The average daily balance for the six months ended September 30,
2014 was $151,000,000 at a weighted average interest rate of 0.9312%. With
respect to the margin agreement, interest expense of $714,647 is included in the
Statement of Operations.
The Trust is required to fully collateralize its outstanding loan balance as
determined by Credit Suisse. Pledged assets are held in a segregated account and
are denoted in the Schedule of Investments.
The Trust is required to maintain 300% asset coverage with respect to amounts
outstanding under the margin loan financing agreement. Asset coverage is
calculated by subtracting the Trust's total liabilities not including any bank
loans and senior securities, from the Trust's total assets and dividing such
amount by the principal amount of the borrowing outstanding.
--------------------------------------------------------------------------------
Total Amount Asset Coverage
of Debt Per $1,000 of
Date Outstanding Indebtedness
--------------------------------------------------------------------------------
September 30, 2014 $151,000,000 $3,559
================================================================================
58 Pioneer High Income Trust | Semiannual Report | 9/30/14
13. Subsequent Event
The Board of Trustees of the Trust declared on October 3, 2014 a monthly
dividend from undistributed and accumulated net investment income of $0.1375 per
common share, payable October 31, 2014, to common shareowners of record on
October 16, 2014.
14. Change in Independent Registered Public Accounting Firm
The Board of Trustees of the Trust, with the approval and recommendation of the
Audit Committee, appointed Deloitte & Touche LLP to serve as the Trust's
independent registered public accounting firm for the fiscal year ending March
31, 2015. Deloitte & Touche LLP replaces Ernst & Young LLP, which resigned as
the Trust's independent registered public accounting firm, effective upon
completion of the audit of the Trust's financial statements for the fiscal year
ended March 31, 2014.
During the periods that Ernst & Young LLP served as the Trust's independent
registered public accounting firm, including the Trust's fiscal years ending
March 31, 2014 and March 31, 2013, Ernst & Young LLP's reports on the financial
statements of the Trust have not contained an adverse opinion or disclaimer of
opinion and have not been qualified or modified as to uncertainty, audit scope
or accounting principles. Further, there have been no disagreement with Ernst &
Young LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to
make reference to the subject matter of the disagreement in connection with its
report on the financial statements. In addition, there have been no reportable
events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the
Securities Exchange Act of 1934.
Pioneer High Income Trust | Semiannual Report | 9/30/14 59
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 which has 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.
Results of Shareholder Meeting (unaudited)
At the annual meeting of shareowners held on September 23, 2014, 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 Trustee.
--------------------------------------------------------------------------------
Nominee For Withheld
--------------------------------------------------------------------------------
Benjamin M. Friedman 25,037,446 540,450
Margaret B. W. Graham 24,923,332 654,564
Kenneth J. Taubes 25,074,909 502,987
60 Pioneer High Income Trust | Semiannual Report | 9/30/14
Approval of Investment Advisory Agreement
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 January 2014 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the process.
Contract review materials were provided to the Trustees in March 2014 and July
2014. Supplemental contract review materials were provided to the Trustees in
September 2014. In addition, the Trustees reviewed and discussed the Trust's
performance at regularly scheduled meetings throughout the year, and took into
account other information related to the Trust provided to the Trustees at
regularly scheduled meetings, in connection with the review of the Trust's
investment advisory agreement.
In March 2014, the Trustees, among other things, discussed the memorandum
provided by Trust counsel that summarized the legal standards and other
considerations that are relevant to the Trustees in their deliberations
regarding the renewal of the investment advisory agreement, and reviewed and
discussed the qualifications of the investment management teams, as well as the
level of investment by the Trust's portfolio manager in the Trust. In July 2014,
the Trustees, among other things, reviewed the Trust's management fee and total
expense ratios, the financial statements of PIM and its parent companies, the
profitability analyses provided by PIM, and possible economies of scale. The
Trustees also reviewed the profitability of the institutional business of PIM
and PIM's affiliate, Pioneer Institutional Asset Management, Inc. (together with
PIM, "Pioneer"), as compared to that of PIM's fund management business, and
considered the differences between the fees and expenses of the Trust and the
fees and expenses of Pioneer's institutional accounts, as well as the different
services provided by PIM to the Trust and by Pioneer to the institutional
accounts. The Trustees further considered contract review materials in September
2014.
At a meeting held on September 16, 2014, 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. In all quintile rankings referred to throughout this
disclosure, first quintile is most favorable to the Trust's shareowners. The
Trustees did not identify any single factor as the controlling factor in
determining to approve the renewal of the agreement.
Pioneer High Income Trust | Semiannual Report | 9/30/14 61
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 and its research process. The Trustees considered the resources of PIM and
the personnel of PIM who provide investment management services to the Trust.
They also reviewed the amount of non-Trust assets managed by the portfolio
manager of 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 noted the substantial attention and high
priority given by PIM's senior management to the Pioneer fund complex. 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
In considering the Trust's performance, the Trustees regularly review and
discuss analysis and data prepared by PIM and information comparing the Trust's
performance with the performance of its peer group of funds as classified by
each of Morningstar, Inc. (Morningstar) and Lipper, and with the performance of
the Trust's benchmark index. They also discuss the Trust's performance with PIM
on a regular basis. The Trustees confirmed that these regular reviews and
discussions were factored into the Trustees' deliberations concerning the
renewal of the advisory agreement. For purposes of their contract renewal
deliberations, the Trustees considered the discussions held throughout the year
regarding the Trust's performance and the performance results of the Trust over
various time periods, including the Trust's performance results for periods
ended June 30, 2014. The Trustees indicated that the Trust's performance was
satisfactory and supported the renewal of the investment advisory agreement.
62 Pioneer High Income Trust | Semiannual Report | 9/30/14
Management Fee and Expenses
The Trustees considered information showing 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 (based on managed
assets) for the twelve months ended June 30, 2014 was in the first quintile
relative to the management fees paid by other funds in its Strategic Insight
peer group for the comparable period. The Trustees considered that the expense
ratio (based on managed assets) of the Trust's common shares for the twelve
months ended June 30, 2014 was in the first quintile relative its Strategic
Insight peer group for the comparable period.
The Trustees reviewed management fees charged by Pioneer to institutional and
other clients, including publicly offered European funds sponsored by affiliates
of Pioneer, unaffiliated U.S. registered investment companies (in a sub-advisory
capacity), and unaffiliated foreign and domestic separate accounts. The Trustees
also considered PIM's costs in providing services to the Trust and Pioneer's
costs in providing services to the other clients and considered the differences
in management fees and profit margins for Trust and non-Trust services. In
evaluating the fees associated with Pioneer'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
also considered the different entrepreneurial risks associated with PIM's
management of the Trust and Pioneer's management of the other client accounts.
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
to the Trust.
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
Pioneer High Income Trust | Semiannual Report | 9/30/14 63
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.
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. Pioneer is the
principal U.S. asset management business of Pioneer Global Asset Management, the
worldwide asset management business of UniCredit Group, which manages over $150
billion in assets (including the Funds). Pioneer and the Funds receive
reciprocal intangible benefits from the relationship, including mutual brand
recognition and, for the Funds, direct and indirect access to the resources of a
large global asset manager. The Trustees concluded that any such benefits
received by Pioneer as a result of its relationship with the Funds were
reasonable and their consideration of the advisory agreement between the Trust
and PIM and the fees thereunder were unaffected by Pioneer's possible receipt of
any such intangible benefits.
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.
64 Pioneer High Income Trust | Semiannual Report | 9/30/14
Trustees, Officers and Service Providers
Trustees Advisory Trustee
Thomas J. Perna, Chairman Lorraine H. Monchak*
David R. Bock
Benjamin M. Friedman Officers
Margaret B.W. Graham Lisa M. Jones, President and Chief
Marguerite A. Piret Executive Officer
Fred J. Ricciardi** Mark E. Bradley, Treasurer and
Kenneth J. Taubes Chief Financial Officer
Christopher J. Kelley, Secretary and
Chief Legal Officer
Investment Adviser and Administrator
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bocktius LLP
Shareowner Services and Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
* Ms. Monchak became a non-voting Advisory Trustee on November 10, 2014.
** Mr.Ricciardi became a Trustee on November 10, 2014.
Pioneer High Income Trust | Semiannual Report | 9/30/14 65
This page for your notes.
66 Pioneer High Income Trust | Semiannual Report | 9/30/14
This page for your notes.
Pioneer High Income Trust | Semiannual Report | 9/30/14 67
This page for your notes.
68 Pioneer High Income Trust | Semiannual Report | 9/30/14
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 us.pioneerinvestments.com.
The Trust files a complete schedule 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 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.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2014 Pioneer Investments 19432-08-1114
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 12(a)(1), 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 (see attachment);
(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.
N/A
(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.
N/A
(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.
N/A
(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.
N/A
(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.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants 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 registrants accountant
for services rendered to the registrant, and rendered to the registrants
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.
N/A
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants 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 Funds 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 registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/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 of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
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.
Information not required in semi annual reports on form NCSR.
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 registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
Information not required in semi annual reports on form NCSR.
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 registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
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 registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
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 registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R 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 and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
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.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) 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.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
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/ Lisa M. Jones
Lisa M. Jones, President and Chief Executive Officer
Date November 28, 2014
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/ Lisa M. Jones
Lisa M. Jones, President and Chief Executive Officer
Date November 28, 2014
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date November 28, 2014
* Print the name and title of each signing officer under his or her signature.