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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 March 31, 2015
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
--------------------------------------------------------------------------------
Annual Report | March 31, 2015
--------------------------------------------------------------------------------
Ticker Symbol: PHT
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 12
Prices and Distributions 13
Performance Update 14
Schedule of Investments 15
Financial Statements 42
Notes to Financial Statements 48
Report of Independent Registered Public Accounting Firm 61
Trustees, Officers and Service Providers 63
Pioneer High Income Trust | Annual Report | 3/31/15 1
President's Letter
Dear Shareowner,
As mid-year approaches, economic conditions and government policies around the
world are far from homogeneous, and we expect them to continue to diverge. In
the United States, an ongoing economic expansion has brought the unemployment
rate down to levels where wage growth is likely to accelerate. Economic growth
and fiscal austerity have dramatically reduced the Federal budget deficit, while
very accommodative Federal Reserve System policies have kept interest rates
exceptionally low. In Europe and Japan, cyclical economic recoveries/expansions
appear to be gaining traction, buttressed by aggressive quantitative easing
policies of central banks as well as cheaper currencies. China's ongoing
transition from an infrastructure investment-driven to a consumer-driven
economy and the dramatic decline in the price of oil -- largely a result of U.S.
"fracking" -- have benefited some countries while burdening others. On balance,
though, the global economic outlook has continued to improve, although economic
and geopolitical "storm clouds" remain.
Today's market environment presents numerous opportunities as well as challenges
for investors. While we believe that the capital markets may already have priced
in some recent trends, such as the U.S. dollar's appreciation against a basket
of global currencies, it is worth noting that investment risks and opportunities
are not always aligned with the economic outlook.
Since 1928, Pioneer's investment professionals have focused on identifying and
capitalizing on the investment opportunities that present themselves in a
variety of ever-changing economic and market conditions, including those we face
today, while seeking to limit the risk of the permanent impairment of our
clients' capital. Our ongoing goal is to deliver competitive returns consistent
with our strategies' stated style and objectives and consistent with our
shareholders' expectations over a range of market conditions. We believe our
shareowners benefit from the experience and tenure of our investment teams, the
insights generated from extensive research resources, and our commitment to
prudent risk management.
2 Pioneer High Income Trust | Annual Report | 3/31/15
We encourage you to work with your financial advisor to develop an overall
investment plan that addresses both your short- and long-term goals, and to
implement such a plan in a disciplined manner, as we do when managing the assets
our clients have entrusted to us.
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 | Annual Report | 3/31/15 3
Portfolio Management Discussion | 3/31/15
Concerns brought on by dramatic declines in crude oil prices late in 2014 and
early in 2015, combined with slower-than-expected economic growth trends during
the first quarter of 2015, resulted in weakening performance from high-yielding
and more credit-sensitive securities over the 12-month period ended March 31,
2015. In the following interview, Andrew Feltus discusses the factors that
affected the performance of Pioneer High Income Trust during the 12-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 12 months ended March 31, 2015?
A Pioneer High Income Trust returned -7.38% at net asset value and -20.28% at
market price during the 12-month period ended March 31, 2015. During the
same 12-month period, the Trust's benchmark, the Bank of America Merrill
Lynch (BofA ML) High Yield Master II Index, returned 2.05% 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 12-month period, the average return (at market price) of
the 32 closed-end funds in Lipper's High Current Yield Closed End Funds
category (which may or may not be leveraged) was -0.64%.
The shares of the Trust were selling at a 8.2% premium to net asset value
at the end of the 12-month period on March 31, 2015.
On March 31, 2015, the standardized 30-day SEC yield of the Trust's shares
was 10.37%*.
* 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 | Annual Report | 3/31/15
Q How would you describe the investment environment for high-yield bonds
during the 12-month period ended March 31, 2015?
A Higher-yielding, more credit-sensitive debt performed relatively well in
the early weeks following the start of the 12-month period in April 2014.
Confidence increased in the underlying strength of the U.S. economy as the
employment market steadily improved and corporate profits continued to
grow. As the period progressed, however, a series of events, including a
dramatic drop in world oil prices, slowing economic growth overseas and
declines in market interest rates in the U.S., subsequently shook
investors' confidence in more credit-sensitive securities.
In the U.S., as longer-term and intermediate-term interest rates declined,
the performance of higher-quality, more interest-rate-sensitive securities
received a boost. Longer-maturity U.S. Treasuries and government bonds,
which tend to be less sensitive to shifting economic trends, performed
particularly well as interest rates continued to fall and bond prices rose.
Treasuries, in fact, were among the better-performing asset classes in the
fixed-income market over the full 12-month period.
While many data releases pointed to a strengthening domestic economy for
most of the period, some data tracking trends from the first calendar
quarter of 2015 seemed to suggest that the U.S. economy might not be
growing as fast as had been expected. While some observers believed the
disappointing economic data might be the result of severe winter weather,
many investors tempered their expectations of an early-2015 interest-rate
hike by the U.S. Federal Reserve System (the Fed). As longer-term interest
rates continued to fall, longer-maturity, higher-quality bonds saw further
price appreciation. The strength of the U.S. dollar in world currency
markets also encouraged foreign investors to invest in the U.S. markets,
thus putting further downward pressure on interest rates.
Meanwhile, higher-yielding, credit-sensitive debt faced new challenges as
the period progressed. Economic weakness in Europe and Japan and slowing
growth in China began to raise questions about the potential negative
effects that economic problems overseas could have on both the U.S. economy
and corporate profits of domestic companies. Political volatility in the
Middle East and Eastern Europe only added to investors' uncertainties about
purchasing riskier assets such as high-yield corporate bonds.
Pioneer High Income Trust | Annual Report | 3/31/15 5
The final factor unsettling the capital markets in general and the U.S.
high-yield markets in particular during the 12-month period was the
precipitous decline in the price of crude oil. In June 2014, for example,
the West Texas Intermediate (WTI) crude price peaked at $107.26 per barrel,
before beginning a long descent that continued until a new low of $43.46
per barrel was reached in mid-March 2015. WTI ended the Trust's fiscal year
at $47.70 per barrel on March 31, 2015. While many of the end results of
plummeting oil prices - including lower home heating costs and automobile
gasoline prices - were beneficial for consumers, the effects on many
companies in the energy industry were quite negative. Because debt
securities of energy companies typically account for roughly 16% of the
value of all high-yield corporate bonds issued in the United States, the
performance of the high-yield bond market was significantly affected by the
oil price decline.
Q Which of your investment decisions or other factors had the biggest effects
on the Trust's benchmark-relative performance during the 12-month period
ended March 31, 2015?
A The weakness in the domestic high-yield bond market during the period hurt
the Trust's benchmark-relative performance, for several reasons.
First, because a principal objective of the Trust is to generate a high
yield, the portfolio tends to hold many lower-rated securities in the
high-yield universe, and the prices of the lower-rated bonds were
particularly affected by the slump in the market. During the 12-month
period, for example, lower-quality CCC-rated bonds underperformed
better-quality BB-rated bonds by a wide margin. The portfolio was
overweighted in CCC-rated securities during the period by a fairly
significant amount (23% vs. a 14% benchmark weight), and so the Trust's
relative performance was weakened by the larger allocation to CCC bonds.
Second, the Trust's portfolio had an above-benchmark weighting in energy
sector bonds during the period, and many of the holdings were of securities
issued by exploration-and-production as well as oil field services
companies; those industries tended to suffer the most immediate and
negative fallout from the sharp decline in oil prices, while pipeline and
mid-stream energy companies tended to be less directly affected. The
overweight to energy as well as security selection results among the
portfolio's energy holdings detracted from benchmark-relative returns. Due
to the drop in oil prices, we have reduced the Trust's exposure to energy
bonds to be more in line with the benchmark. In particular, we cut back on
holdings of lower-quality bonds of companies in the
6 Pioneer High Income Trust | Annual Report | 3/31/15
aforementioned exploration-and-production and oil field services
industries, while maintaining positions in higher-rated bonds of energy
companies that tend to be less sensitive to changes in commodity prices.
While current valuations in the energy sector are very attractive, low oil
prices have had a negative effect on fundamentals.
Finally, the Trust's benchmark-relative performance was hurt during the
12-month period by the portfolio's shorter-than-benchmark duration (shorter
by 1.25 years, approximately), which we maintained for the entire period.
(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.) The shorter-duration stance held back the
Trust's relative returns as interest rates declined and longer-duration
portfolios tended to outperform. Despite the underperformance, we have
maintained the Trust's shorter-than-benchmark duration position, as we
believe that it will give the portfolio more flexibility to react when
interest rates finally start to rise. In addition, a shorter duration tends
to reduce the sensitivity of the Trust's portfolio to both changes in
interest rates and changes in perceptions of credit quality.
Q What were some of the individual investments in the Trust's portfolio that
affected performance during the 12-month period ended March 31, 2015?
A Most of the underperforming holdings in the Trust's portfolio during the
period were bonds issued by energy companies. Three of these were
securities issued by exploration-and-production companies: Energy XXI,
Halcon Resources and Samson Oil & Gas. We have retained the positions in
the bonds of Energy XXI and Halcon Resources, because we think their prices
have fallen too low and the bonds now represent attractive values, but we
liquidated the portfolio's position in Samson's bonds, as we feel the
company's asset base at the current oil prices does not support the
capital structure. Outside of the energy sector, a very disappointing
performer for the Trust during the period was the debt of Tower Finance, an
insurance broker in the United Kingdom, which had poor earnings results.
Among the better-performing holdings in the Trust's portfolio during the
12-month period were convertible bonds issued by Hologic, a medical
equipment company specializing in X-ray technologies. The Trust also saw
good results from a bond issued by one energy company: Penn Virginia
Resource Partners. We had added Hologics' convertibles to the Trust's
portfolio for their yield potential, but as the company's earnings
improved, its stock price rose and the Trust participated in the rally. The
bonds of Penn Virginia Resource Partners, a master limited partnership
(MLP), appreciated
Pioneer High Income Trust | Annual Report | 3/31/15 7
in value when the company was acquired by another MLP. Another strong
performer in the Trust's portfolio during the period was a position in the
common stock of Delta Airlines. The stock was acquired by the Trust when
Delta purchased Northwest Airlines, a company that had issued bonds in which
the portfolio had invested. Delta's stock price appreciated during the
period as falling oil prices reduced the largest cost of flying.
Q How did the level of leverage in the Trust change during the 12-month
period ended March 31, 2015?
A The Trust employs leverage through a margin loan financing agreement. (See
Note 10 to the Financial Statements).
At the end of the 12-month period on March 31, 2015, 30.5% 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. The percentage
increase was due to a decrease in the value of securities in which the
Trust had invested.
Q Did you use any derivatives in managing the Trust's portfolio during the
12-month period ended March 31, 2015? 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 investments in any securities of foreign
issuers. As the U.S. dollar strengthened in value against most other
currencies during the period, the forward contracts had a positive effect
on the Trust's results, given that the portfolio's non-U.S. dollar
positions would have detracted from performance had the use of forward
contracts not hedged out the risk. We also invested in some credit default
swaps in an attempt to hedge the risks associated with high-yield holdings.
The swaps did not have a material effect on the Trust's results.
Q What were the principal factors affecting the Trust's yield, or dividend
income, during the 12-month period ended March 31, 2015?
A Our main goal in managing the Trust is to earn income to be distributed to
shareholders. Although we had been able to maintain the same dividend*
since the Trust's establishment in 2002, during the past fiscal year ended
March 31, 2015, we were forced to lower the dividend.
* Dividends are not guaranteed.
8 Pioneer High Income Trust | Annual Report | 3/31/15
Unfortunately, we could no longer maintain the previous dividend when
interest rates in the market had fallen so significantly. As older, higher-
yielding securities in the Trust's portfolio were either retired or were
called away by issuers, we inevitably had to re-invest those assets at
lower interest rates. In addition, the Trust has drawn on accumulated net
investment income in paying the Trust's dividend in recent periods, but
these reserves have been depleted.
Q What is your investment outlook and how have you positioned the Trust as of
period end?
A We think the overall credit quality of the high-yield market looks good.
The average default rate remains between 1% and 2%, which is low by
historical standards. Further, in a strengthening domestic economy, we
expect corporate profits to continue to be healthy, at least in the
short-to-medium term, as overall cash flows of U.S. corporations remain
strong. While disappointing growth trends overseas and rising political
risks in some parts of the world are a source of concern, we think the U.S.
economy is strong enough to continue to grow. We think the Fed is likely to
begin to raise short-term interest rates sometime during 2015, but the
announcement appears likely to come later than June, thus delaying
expectations of a general rise in interest rates until the second half of
the year.
By the end of the Trust's fiscal year on March 31, 2015, high-yield
corporate bonds and notes remained the largest allocation in the Trust's
total investment portfolio, at more than 82%. We also had allocations in
the portfolio to a variety of more credit-sensitive issues, including
emerging markets debt, bank loans, event-linked bonds and convertible
bonds.
We are prepared to re-deploy the Trust's assets, including cash, if
interest rates do start to increase and securities with higher yields
become available for investment. We expect to keep an emphasis in the
Trust's portfolio on domestic high-yield bonds and other more
credit-sensitive securities. We also expect to keep the Trust's duration
shorter than that of the BofA ML High Yield Master II Index benchmark, in
anticipation of rising interest rates.
Pioneer High Income Trust | Annual Report | 3/31/15 9
Please refer to the Schedule of Investments on pages 15-41 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 fail-
ure 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 shareowners.
The Trust is required to meet certain regulatory and other asset coverage
requirements 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 shareowners
over time, which is likely to result in a decrease in the market value of the
Trust's shares.
10 Pioneer High Income Trust | Annual Report | 3/31/15
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. Past performance is no
guarantee of future results.
Pioneer High Income Trust | Annual Report | 3/31/15 11
Portfolio Summary | 3/31/15
Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 82.9%
Senior Secured Floating Rate Loan Interests 4.5%
Convertible Bonds & Notes 3.8%
Preferred Stocks 2.0%
Common Stocks 1.6%
U.S. Government and Agency Obligations 1.1%
Sovereign Debt Obligations 0.9%
Collateralized Mortgage Obligations 0.9%
Asset Backed Securities 0.7%
Tax Exempt Obligation 0.7%
Convertible Preferred Stocks 0.5%
Temporary Cash Investments 0.3%
Municipal Collateralized Debt Obligation 0.1%
10 Largest Holdings
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(As a percentage of long-term holdings)*
1. Hanover Insurance Corp., 7.625%, 10/15/25 1.40%
--------------------------------------------------------------------------------
2. Chrysler Group LLC/CG Co-Issuer, Inc., 8%, 6/15/19 1.31
--------------------------------------------------------------------------------
3. Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) 0.98
--------------------------------------------------------------------------------
4. Xerium Technologies, Inc., 8.875%, 6/15/18 0.96
--------------------------------------------------------------------------------
5. Basell Finance Co. BV, 8.1%, 3/15/27 (144A) 0.93
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6. Hologic, Inc., 2%, 12/15/37 0.87
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7. Advanced Micro Devices, Inc., 7.5%, 8/15/22 0.84
--------------------------------------------------------------------------------
8. Millar Western Forest Products, Ltd., 8.5%, 4/1/21 0.84
--------------------------------------------------------------------------------
9. Townsquare Radio LLC / Townsquare Radio, Inc., 9%, 4/1/19 (144A) 0.84
--------------------------------------------------------------------------------
10. Windstream Corp., 7.5%, 6/1/22 0.84
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* 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.
12 Pioneer High Income Trust | Annual Report | 3/31/15
Prices and Distributions | 3/31/15
Market Value per Common Share
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--------------------------------------------------------------------------------
3/31/15 3/31/14
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Market Value $12.87 $17.83
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Premium 8.2% 25.7%
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Net Asset Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/15 3/31/14
--------------------------------------------------------------------------------
Net Asset Value $11.89 $14.19
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Distributions per Common Share*
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
4/1/14 - 3/31/15 $1.61 $-- $--
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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. A decrease in
distributions may have a negative effect on the market value of the Trust's
shares.
Pioneer High Income Trust | Annual Report | 3/31/15 13
Performance Update | 3/31/15
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 March 31, 2015)
--------------------------------------------------------------------------------
BofA ML
Net Asset High Yield
Value Market Master II
Period (NAV) Price Index
--------------------------------------------------------------------------------
10 Years 8.97% 10.68% 8.04%
5 Years 8.50 6.94 8.40
1 Year (7.38) (20.28) 2.05
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[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
3/31/2005 $10,000 $10,000
3/31/2006 $12,484 $10,723
3/31/2007 $14,682 $11,965
3/31/2008 $12,425 $11,545
3/31/2009 $ 8,978 $ 9,204
3/31/2010 $19,724 $14,470
3/31/2011 $23,694 $16,522
3/31/2012 $26,425 $17,453
3/31/2013 $29,767 $19,741
3/31/2014 $34,602 $21,226
3/31/2015 $27,586 $21,662
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.
14 Pioneer High Income Trust | Annual Report | 3/31/15
Schedule of Investments | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 1.0% of
Net Assets
BANKS -- 0.1%
Thrifts & Mortgage Finance -- 0.1%
228,094(a) Security National Mortgage Loan Trust, Series
2007-1A, Class 1A3, 6.55%, 4/25/37 (144A) $ 230,842
-------------
Total Banks $ 230,842
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.3%
Hotels, Resorts, Cruise Lines -- 0.3%
126,125 Westgate Resorts LLC, Series 2012-2A, Class C, 9.0%,
1/20/25 (144A) $ 127,967
747,276 Westgate Resorts LLC, Series 2012-BA, Class A, 9.5%,
2/20/25 (144A) 766,847
119,185 Westgate Resorts LLC, Series 2013-1A, Class B, 3.75%,
8/20/25 (144A) 119,925
-------------
Total Consumer Services $ 1,014,739
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.2%
Thrifts & Mortgage Finance -- 0.2%
660,000(a) GMAT Trust, Series 2013-1A, Class M, 5.0%,
11/25/43 (144A) $ 629,237
-------------
Total Diversified Financials $ 629,237
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.4%
Airlines -- 0.4%
1,192,980(b) Aircraft Finance Trust, Series 1999-1A, Class A1,
0.655%, 5/15/24 (144A) $ 405,613
555,387(b) Aviation Capital Group Trust, Series 2000-1A, Class A1,
0.652%, 11/15/25 (144A) 224,932
1,332,361(b) Lease Investment Flight Trust, Series 1, Class A1,
0.565%, 7/15/31 819,402
-------------
Total Transportation $ 1,449,947
-------------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $3,834,710) $ 3,324,765
-------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS --
1.2% of Net Assets
BANKS -- 0.8%
Thrifts & Mortgage Finance -- 0.8%
850,000(b) BAMLL Commercial Mortgage Securities Trust, Series
2014-INLD, Class F, 2.701%, 12/15/29 (144A) $ 779,760
242,531 Homeowner Assistance Program Reverse Mortgage
Loan Trust, Series 2013-RM1, Class A, 4.0%,
5/26/53 (144A) 238,068
250,000(a) Springleaf Mortgage Loan Trust, Series 2013-1A,
Class B1, 5.58%, 6/25/58 (144A) 257,912
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 15
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- (continued)
498,000(a) Wachovia Bank Commercial Mortgage Trust, Series
2006-C24, Class AJ, 5.658%, 3/15/45 $ 506,510
900,000(a) Wachovia Bank Commercial Mortgage Trust, Series
2007-C34, Class AJ, 5.947%, 5/15/46 948,795
-------------
Total Banks $ 2,731,045
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.4%
Thrifts & Mortgage Finance -- 0.4%
292,977(c) CAM Mortgage Trust, Series 2014-1, Class M, 5.5%,
12/15/53 (144A) $ 293,171
200,000 JP Morgan Chase Commercial Mortgage Securities
Trust, Series 2006-CB16, Class AJ, 5.623%, 5/12/45 204,122
650,000(a) JP Morgan Chase Commercial Mortgage Securities
Trust, Series 2007-LD12, Class AJ, 6.01%, 2/15/51 663,800
375,000(b) JP Morgan Chase Commercial Mortgage Securities
Trust, Series 2013-FL3, Class E, 3.52%, 4/15/28
(144A) 375,738
-------------
Total Diversified Financials $ 1,536,831
-------------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $4,131,119) $ 4,267,876
-------------------------------------------------------------------------------------------------------
SENIOR SECURED FLOATING RATE LOAN
INTERESTS -- 6.3% of Net Assets*(b)
CAPITAL GOODS -- 0.4%
Industrial Conglomerates -- 0.4%
1,240,000(b) Filtration Group Corp., Second Lien Initial Term Loan,
8.25%, 11/22/21 $ 1,248,267
-------------
Total Capital Goods $ 1,248,267
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.8%
Education Services -- 0.8%
2,863,750(b) McGraw-Hill School Education Holdings LLC, Term B
Loan, 6.25%, 12/18/19 $ 2,875,385
-------------
Total Consumer Services $ 2,875,385
-------------------------------------------------------------------------------------------------------
ENERGY -- 1.3%
Coal & Consumable Fuels -- 0.0%+
587,500(b) PT Bumi Resources Tbk, Term Loan, 18.0%, 8/15/14 $ 214,437
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.3%
1,050,500(b) Jonah Energy LLC, Second Lien Initial Loan, 7.5%,
5/12/21 $ 942,824
-------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 0.4%
1,950,000(b) Templar Energy LLC, Second Lien New Term Loan,
8.5%, 11/25/20 $ 1,333,313
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.6%
2,664,204(b) Fieldwood Energy LLC, Closing Date Second Lien Term
Loan, 8.375%, 9/30/20 $ 1,960,689
-------------
Total Energy $ 4,451,263
-------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 0.6%
Packaged Foods & Meats -- 0.6%
2,158,200(b) New HB Acquisition LLC, Term B Loan, 6.75%, 4/9/20 $ 2,204,062
-------------
Total Food, Beverage & Tobacco $ 2,204,062
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.6%
Health Care Equipment & Services -- 0.3%
875,000(b) Accellent, Inc. (Medical Device/UTI), Second Lien Term
Loan, 7.5%, 3/11/22 $ 833,437
-------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
1,128,886(b) Medical Card System, Inc., Term Loan, 12.0%, 3/17/17 $ 1,083,731
-------------
Total Health Care Equipment & Services $ 1,917,168
-----------------------------------------------------------------------------------------------------
INSURANCE -- 0.5%
Property & Casualty Insurance -- 0.5%
1,885,452(b) Confie Seguros Holding II Co., Second Lien Term Loan,
10.25%, 5/8/19 $ 1,883,095
-------------
Total Insurance $ 1,883,095
-------------------------------------------------------------------------------------------------------
MATERIALS -- 0.2%
Diversified Metals & Mining -- 0.0%+
131,698(b)(d) PT Bakrie & Brothers Tbk, Facility Term Loan B, 8.0%,
1/20/13 $ 48,070
-------------------------------------------------------------------------------------------------------
Steel -- 0.2%
587,050(b) Essar Steel Algoma, Inc., Initial Term Loan, 7.5%,
8/16/19 $ 564,057
-------------
Total Materials $ 612,127
-------------------------------------------------------------------------------------------------------
MEDIA -- 0.5%
Publishing -- 0.5%
1,230,241(b) Cengage Learning Acquisitions, Inc. (fka TL Acquisitions,
Inc.), Term Loan, 7.0%, 3/31/20 $ 1,236,853
361,240(b) Lee Enterprises, Inc., First Lien Term Loan, 7.25%,
3/31/19 364,853
-------------
Total Media $ 1,601,706
-------------------------------------------------------------------------------------------------------
RETAILING -- 0.7%
Automotive Retail -- 0.4%
1,588,125(b) CWGS Group LLC, Term Loan, 5.75%, 2/20/20 $ 1,603,511
-------------------------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.3%
1,158,925(b) Targus Group International, Inc., Term Loan, 14.75%,
5/24/16 $ 938,729
-------------
Total Retailing $ 2,542,240
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 17
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.7%
Application Software -- 0.7%
2,500,000(b) Vertafore, Inc., Second Lien Term Loan, 9.75%,
10/27/17 $ 2,522,657
-------------
Total Software & Services $ 2,522,657
-------------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $23,703,467) $ 21,857,970
-------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 116.3%
of Net Assets
AUTOMOBILES & COMPONENTS -- 3.3%
Auto Parts & Equipment -- 1.3%
1,140,000(e) International Automotive Components Group SA,
9.125%, 6/1/18 (144A) $ 1,158,525
580,000 Pittsburgh Glass Works LLC, 8.0%, 11/15/18 (144A) 613,350
2,885,000(e) Stackpole International Intermediate / Stackpole
International Powder, 7.75%, 10/15/21 (144A) 2,856,150
-------------
$ 4,628,025
-------------------------------------------------------------------------------------------------------
Automobile Manufacturers -- 2.0%
6,000,000(e) Chrysler Group LLC/CG Co-Issuer, Inc., 8.0%, 6/15/19 $ 6,292,500
500,000(e) Chrysler Group LLC/CG Co-Issuer, Inc., 8.25%, 6/15/21 554,555
-------------
$ 6,847,055
-------------
Total Automobiles & Components $ 11,475,080
-------------------------------------------------------------------------------------------------------
BANKS -- 1.2%
Regional Banks -- 0.4%
1,225,000(a)(e)(f) PNC Financial Services Group, Inc., 4.482%, 5/29/49 $ 1,227,450
-------------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- 0.8%
2,925,000(e) Provident Funding Associates LP / PFG Finance Corp.,
6.75%, 6/15/21 (144A) $ 2,786,063
-------------
Total Banks $ 4,013,513
-------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 6.9%
Aerospace & Defense -- 2.0%
2,200,000 ADS Tactical, Inc., 11.0%, 4/1/18 (144A) $ 2,233,000
3,084,000(e) DynCorp International, Inc., 10.375%, 7/1/17 2,698,500
1,305,000(e) LMI Aerospace, Inc., 7.375%, 7/15/19 (144A) 1,314,787
525,000 Triumph Group, Inc., 5.25%, 6/1/22 515,813
-------------
$ 6,762,100
-------------------------------------------------------------------------------------------------------
Building Products -- 0.1%
400,000 Griffon Corp., 5.25%, 3/1/22 $ 394,640
-------------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.4%
1,500,000(e) Abengoa Finance SAU, 8.875%, 11/1/17 (144A) $ 1,530,000
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Construction & Farm Machinery &
Heavy Trucks -- 0.6%
2,000,000 Navistar International Corp., 8.25%, 11/1/21 $ 1,945,000
-------------------------------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.5%
2,000,000(e) WireCo WorldGroup, Inc., 9.5%, 5/15/17 $ 1,795,000
-------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.5%
253,000(e) Boart Longyear Management Pty, Ltd., 10.0%,
10/1/18 (144A) $ 257,427
605,000 JB Poindexter & Co., Inc., 9.0%, 4/1/22 (144A) 656,425
810,000 Waterjet Holdings, Inc., 7.625%, 2/1/20 (144A) 852,525
-------------
$ 1,766,377
-------------------------------------------------------------------------------------------------------
Industrial Machinery -- 2.0%
1,075,000 Apex Tool Group LLC, 7.0%, 2/1/21 (144A) $ 1,010,500
1,040,000(e) Cleaver-Brooks, Inc., 8.75%, 12/15/19 (144A) 1,060,800
4,500,000(e) Xerium Technologies, Inc., 8.875%, 6/15/18 4,646,250
-------------
$ 6,717,550
-------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 0.8%
2,510,000 TRAC Intermodal LLC / TRAC Intermodal Corp., 11.0%,
8/15/19 $ 2,748,450
-------------
Total Capital Goods $ 23,659,117
-------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 2.0%
Commercial Printing -- 0.8%
1,675,000 Multi-Color Corp., 6.125%, 12/1/22 (144A) $ 1,742,000
860,000 Mustang Merger Corp., 8.5%, 8/15/21 (144A) 870,750
-------------
$ 2,612,750
-------------------------------------------------------------------------------------------------------
Diversified Support Services -- 1.2%
3,900,000(e) NANA Development Corp., 9.5%, 3/15/19 (144A) $ 3,607,500
660,000 Transfield Services, Ltd., 8.375%, 5/15/20 (144A) 702,900
-------------
$ 4,310,400
-------------
Total Commercial & Professional Services $ 6,923,150
-------------------------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 1.2%
Department Stores -- 0.3%
935,000 Argos Merger Sub, Inc., 7.125%, 3/15/23 (144A) $ 968,894
-------------------------------------------------------------------------------------------------------
Homebuilding -- 0.9%
1,000,000 KB Home, 7.0%, 12/15/21 $ 1,017,500
630,000 KB Home, 7.5%, 9/15/22 645,750
1,035,000 KB Home, 7.625%, 5/15/23 1,060,875
565,000 Taylor Morrison Communities, Inc. / Monarch
Communities, Inc., 5.625%, 3/1/24 (144A) 552,287
-------------
$ 3,276,412
-------------
Total Consumer Discretionary $ 4,245,306
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 19
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 4.3%
Homebuilding -- 0.8%
750,000(e) Beazer Homes USA, Inc., 9.125%, 5/15/19 $ 778,125
1,975,000(e) Rialto Holdings LLC / Rialto Corp., 7.0%, 12/1/18
(144A) 2,054,000
-------------
$ 2,832,125
-------------------------------------------------------------------------------------------------------
Housewares & Specialties -- 1.8%
1,435,000(e) Jarden Corp., 7.5%, 5/1/17 $ 1,582,087
3,000,000(e) Reynolds Group Issuer, Inc., 9.0%, 4/15/19 3,142,500
1,430,000(e) Reynolds Group Issuer, Inc., 9.875%, 8/15/19 1,530,100
-------------
$ 6,254,687
-------------------------------------------------------------------------------------------------------
Leisure Products -- 1.4%
4,000,000 Icon Health & Fitness, Inc., 11.875%, 10/15/16
(144A) $ 3,950,000
880,000 PC Nextco Holdings LLC / PC Nextco Finance, Inc.,
8.75%, 8/15/19 895,400
-------------
$ 4,845,400
-------------------------------------------------------------------------------------------------------
Textiles -- 0.3%
805,000 Polymer Group, Inc., 6.875%, 6/1/19 (144A) $ 768,775
-------------
Total Consumer Durables & Apparel $ 14,700,987
-------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 4.4%
Business Services -- 0.8%
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%, 4/1/18 910,000
-------------
$ 2,721,250
-------------------------------------------------------------------------------------------------------
Casinos & Gaming -- 2.4%
643,728(d)(h) Mashantucket Western Pequot Tribe, 6.5% (6.5% PIK
1.0% cash), 7/1/36 $ 2,092
1,700,000(e) MGM Resorts International, 6.0%, 3/15/23 1,746,750
1,225,000 Scientific Games International, Inc., 6.25%, 9/1/20 912,625
3,000,000(e) Scientific Games International, Inc., 6.625%,
5/15/21 (144A) 2,190,000
3,800,000(e) Scientific Games International, Inc., 10.0%,
12/1/22 (144A) 3,553,000
-------------
$ 8,404,467
-------------------------------------------------------------------------------------------------------
Education Services -- 0.2%
555,000 Cambium Learning Group, Inc., 9.75%, 2/15/17 $ 549,450
-------------------------------------------------------------------------------------------------------
Restaurants -- 0.6%
2,000,000(e) PF Chang's China Bistro, Inc., 10.25%, 6/30/20
(144A) $ 2,070,000
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 0.4%
1,400,000(e) StoneMor Partners LP / Cornerstone Family Services
of WV, 7.875%, 6/1/21 $ 1,470,000
-------------
Total Consumer Services $ 15,215,167
-------------------------------------------------------------------------------------------------------
CONSUMER STAPLES -- 0.5%
Soft Drinks -- 0.5%
1,625,000(e) Cott Beverages, Inc., 5.375%, 7/1/22 (144A) $ 1,566,094
-------------
Total Consumer Staples $ 1,566,094
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 5.8%
Asset Management & Custody Banks -- 0.3%
975,000(e) Janus Capital Group, Inc., 6.7%, 6/15/17 $ 1,071,796
-------------------------------------------------------------------------------------------------------
Consumer Finance -- 0.7%
1,030,000(e) Jefferies Finance LLC / JFIN Co-Issuer Corp., 7.375%,
4/1/20 (144A) $ 999,100
1,720,000(e) TMX Finance LLC / TitleMax Finance Corp., 8.5%,
9/15/18 (144A) 1,221,200
-------------
$ 2,220,300
-------------------------------------------------------------------------------------------------------
Diversified Banks -- 0.3%
1,200,000(a) Access Bank Plc, 9.25%, 6/24/21 (144A) $ 966,240
-------------------------------------------------------------------------------------------------------
Diversified Capital Markets -- 0.2%
700,000(a)(e)(f) Credit Suisse Group AG, 7.5%, 12/29/49 (144A) $ 751,625
-------------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.5%
2,325,000(a)(e)(f) Goldman Sachs Capital II, 4.0%, 12/29/49 $ 1,801,875
-------------------------------------------------------------------------------------------------------
Multi-Sector Holdings -- 0.6%
2,200,000(e) Constellation Enterprises LLC, 10.625%, 2/1/16
(144A) $ 1,980,000
-------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 1.3%
1,650,000(a)(e)(f) Bank of America Corp., 6.25%, 9/29/49 $ 1,680,938
600,000(a)(f) Bank of America Corp., 6.5%, 10/29/49 634,500
3,000,000(c)(e)(i) Fixed Income Trust, Series 2013-A, 0.0%, 10/15/97
(144A) 2,204,347
-------------
$ 4,519,785
-------------------------------------------------------------------------------------------------------
Specialized Finance -- 1.9%
871,934(h) AAF Holdings LLC / AAF Finance Co., 12.0% (12.75%
PIK 12.0% cash), 7/1/19 (144A) $ 819,618
1,410,000(e) Global Partners LP / GLP Finance Corp., 6.25%,
7/15/22 (144A) 1,388,850
425,000 Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 7/1/21 412,250
2,845,000 Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 6/1/22 2,731,200
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 21
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Specialized Finance -- (continued)
1,325,000 Ocwen Financial Corp., 6.625%, 5/15/19 (144A) $ 1,146,125
-------------
$ 6,498,043
-------------
Total Diversified Financials $ 19,809,664
-------------------------------------------------------------------------------------------------------
ENERGY -- 16.8%
Coal & Consumable Fuels -- 0.2%
2,125,000(d) James River Coal Co., 7.875%, 4/1/19 $ 5,313
800,000(e) Murray Energy Corp., 8.625%, 6/15/21 (144A) 836,000
-------------
$ 841,313
-------------------------------------------------------------------------------------------------------
Integrated Oil & Gas -- 0.4%
380,000 American Energy-Permian Basin LLC / AEPB Finance
Corp., 7.375%, 11/1/21 (144A) $ 288,800
1,214,000 Energy XXI Gulf Coast, Inc., 6.875%, 3/15/24 (144A) 418,830
750,000 YPF SA, 8.875%, 12/19/18 (144A) 769,462
-------------
$ 1,477,092
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.9%
2,500,000 Ocean Rig UDW, Inc., 7.25%, 4/1/19 (144A) $ 1,450,000
1,800,000(e) Shelf Drill Holdings, Ltd., 8.625%, 11/1/18 (144A) 1,471,500
-------------
$ 2,921,500
-------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 0.7%
598,000 Exterran Partners LP / EXLP Finance Corp., 6.0%,
4/1/21 $ 550,160
1,020,000 McDermott International, Inc., 8.0%, 5/1/21 (144A) 790,500
1,500,000 Sanjel Corp., 7.5%, 6/19/19 (144A) 952,500
-------------
$ 2,293,160
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 10.5%
2,940,000 Approach Resources, Inc., 7.0%, 6/15/21 $ 2,631,300
4,332,000(e) Comstock Resources, Inc., 7.75%, 4/1/19 1,819,440
3,850,000(e) EP Energy LLC / EP Energy Finance, Inc., 9.375%,
5/1/20 4,032,875
95,000 EP Energy LLC / Everest Acquisition Finance, Inc.,
7.75%, 9/1/22 96,900
1,295,000(e) EPL Oil & Gas, Inc., 8.25%, 2/15/18 958,300
2,015,000(e) Gulfport Energy Corp., 7.75%, 11/1/20 2,065,375
785,000(e) Halcon Resources Corp., 8.875%, 5/15/21 545,575
1,205,000(e) Halcon Resources Corp., 9.25%, 2/15/22 831,450
3,360,000(e) Halcon Resources Corp., 9.75%, 7/15/20 2,368,800
1,950,000 Legacy Reserves LP / Legacy Reserves Finance Corp.,
6.625%, 12/1/21 1,540,500
800,000 Linn Energy LLC / Linn Energy Finance Corp., 6.5%,
9/15/21 632,500
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- (continued)
2,610,000 Memorial Production Partners LP / Memorial
Production Finance Corp., 6.875%, 8/1/22 (144A) $ 2,309,850
2,000,000(e) Midstates Petroleum Co., Inc., 9.25%, 6/1/21 970,000
1,050,000 MIE Holdings Corp., 7.5%, 4/25/19 (144A) 626,062
590,000 Parsley Energy LLC / Parsley Finance Corp., 7.5%,
2/15/22 (144A) 595,900
2,485,000 Penn Virginia Corp., 7.25%, 4/15/19 2,248,925
750,000 Penn Virginia Corp., 8.5%, 5/1/20 705,000
2,750,000 PetroQuest Energy, Inc., 10.0%, 9/1/17 2,337,500
3,380,000(d) Quicksilver Resources, Inc., 7.125%, 4/1/16 59,150
900,000 Rice Energy, Inc., 6.25%, 5/1/22 877,500
735,000 RSP Permian, Inc., 6.625%, 10/1/22 (144A) 738,675
4,035,000(e) Sanchez Energy Corp., 7.75%, 6/15/21 3,913,950
2,770,000(e) Talos Production LLC / Talos Production Finance, Inc.,
9.75%, 2/15/18 (144A) 1,939,000
1,500,000(e) Vanguard Natural Resources LLC / VNR Finance Corp.,
7.875%, 4/1/20 1,372,500
-------------
$ 36,217,027
-------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 2.2%
3,859,000 Calumet Specialty Products Partners LP / Calumet
Finance Corp., 6.5%, 4/15/21 (144A) $ 3,743,230
750,000 Calumet Specialty Products Partners LP / Calumet
Finance Corp., 7.75%, 4/15/23 (144A) 758,437
3,000,000(e) Seven Generations Energy, Ltd., 8.25%, 5/15/20
(144A) 3,060,000
-------------
$ 7,561,667
-------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 1.9%
875,000 Crestwood Midstream Partners LP / Crestwood
Midstream Finance Corp., 6.25%, 4/1/23 (144A) $ 883,750
1,524,000(b)(e) Energy Transfer Partners LP, 3.272%, 11/1/66 1,341,120
350,000(a)(e) Enterprise Products Operating LLC, 8.375%, 8/1/66 368,813
2,500,000 Sunoco LP / Sunoco Finance Corp., 6.375%, 4/1/23
(144A) 2,575,000
1,185,000 Western Refining Logistics LP / WNRL Finance Corp.,
7.5%, 2/15/23 (144A) 1,208,700
-------------
$ 6,377,383
-------------
Total Energy $ 57,689,142
-------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 7.0%
Agricultural Products -- 1.1%
2,100,000(e) Pinnacle Operating Corp., 9.0%, 11/15/20 (144A) $ 2,121,000
1,215,000 Southern States Cooperative, Inc., 10.0%, 8/15/21
(144A) 1,148,175
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 23
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Agricultural Products -- (continued)
1,100,000 Tonon Bioenergia SA, 9.25%, 1/24/20 (144A) $ 323,950
575,000 Tonon Luxembourg SA, 10.5%, 5/14/24 (144A) 286,925
-------------
$ 3,880,050
-------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 4.9%
775,000 Bertin SA / Bertin Finance, Ltd., 10.25%, 10/5/16
(144A) $ 845,719
1,250,000 CFG Investment SAC, 9.75%, 7/30/19 (144A) 1,105,625
318,000(e) Chiquita Brands International, Inc. / Chiquita Brands
LLC, 7.875%, 2/1/21 348,210
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) 1,054,000
1,000,000 Marfrig Holding Europe BV, 8.375%, 5/9/18 (144A) 945,000
1,200,000 Marfrig Holding Europe BV, 11.25%, 9/20/21 (144A) 1,140,000
3,400,000(e) Minerva Luxembourg SA, 7.75%, 1/31/23 (144A) 3,349,000
400,000 Minerva Luxembourg SA, 12.25%, 2/10/22 (144A) 444,000
2,000,000 Post Holdings, Inc., 6.0%, 12/15/22 (144A) 1,930,000
2,100,000(e) Post Holdings, Inc., 7.375%, 2/15/22 2,173,500
-------------
$ 17,018,804
-------------------------------------------------------------------------------------------------------
Tobacco -- 1.0%
3,835,000(e) Alliance One International, Inc., 9.875%, 7/15/21 $ 3,374,800
-------------
Total Food, Beverage & Tobacco $ 24,273,654
-------------------------------------------------------------------------------------------------------
HEALTH CARE -- 0.2%
Pharmaceuticals -- 0.2%
780,000 Endo Finance LLC / Endo, Ltd. / Endo Finco, Inc.,
6.0%, 2/1/25 (144A) $ 803,400
-------------
Total Health Care $ 803,400
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 6.2%
Health Care Equipment & Services -- 1.2%
3,799,000(e) Physio-Control International, Inc., 9.875%,
1/15/19 (144A) $ 4,036,438
-------------------------------------------------------------------------------------------------------
Health Care Facilities -- 1.9%
2,560,000(e) CHS/Community Health Systems, Inc., 6.875%,
2/1/22 $ 2,736,000
2,400,000 Kindred Healthcare, Inc., 6.375%, 4/15/22 2,421,000
600,000(e) United Surgical Partners International, Inc., 9.0%,
4/1/20 644,250
835,000 Universal Hospital Services, Inc., 7.625%, 8/15/20 730,625
-------------
$ 6,531,875
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Health Care Services -- 1.2%
2,250,000(e) BioScrip, Inc., 8.875%, 2/15/21 (144A) $ 2,022,187
2,000,000(e) Kindred Escrow Corp. II, 8.0%, 1/15/20 (144A) 2,146,250
-------------
$ 4,168,437
-------------------------------------------------------------------------------------------------------
Health Care Supplies -- 0.9%
3,000,000(e) Immucor, Inc., 11.125%, 8/15/19 $ 3,221,250
-------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
900,000(e) Emdeon, Inc., 11.0%, 12/31/19 $ 982,125
-------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.7%
2,380,000(e) Truven Health Analytics, Inc., 10.625%, 6/1/20 $ 2,499,000
-------------
Total Health Care Equipment & Services $ 21,439,125
-------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 1.6%
Household Products -- 0.4%
1,565,000 Springs Industries, Inc., 6.25%, 6/1/21 $ 1,545,437
-------------------------------------------------------------------------------------------------------
Personal Products -- 1.2%
1,745,000(e) Albea Beauty Holdings SA, 8.375%, 11/1/19 (144A) $ 1,871,513
2,315,000(e) Monitronics International, Inc., 9.125%, 4/1/20 2,265,806
-------------
$ 4,137,319
-------------
Total Household & Personal Products $ 5,682,756
-------------------------------------------------------------------------------------------------------
INDUSTRIALS -- 1.0%
Environmental & Facilities Services -- 0.4%
1,370,000(e) Safway Group Holding LLC / Safway Finance Corp.,
7.0%, 5/15/18 (144A) $ 1,356,300
-------------------------------------------------------------------------------------------------------
Industrial Machinery -- 0.2%
849,000(e)(h)(i) Liberty Tire Recycling LLC, 11.0%(11.0% PIK 0.0%
cash), 3/31/21 (144A) $ 772,590
-------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 0.4%
280,000 Fly Leasing, Ltd., 6.375%, 10/15/21 $ 277,200
1,080,000(e) H&E Equipment Services, Inc., 7.0%, 9/1/22 1,112,400
-------------
$ 1,389,600
-------------
Total Industrials $ 3,518,490
-------------------------------------------------------------------------------------------------------
INFORMATION TECHNOLOGY -- 0.7%
Internet Software & Services -- 0.7%
755,000 Bankrate, Inc., 6.125%, 8/15/18 (144A) $ 745,562
1,500,000 Cimpress NV, 7.0%, 4/1/22 (144A) 1,518,750
-------------
Total Information Technology $ 2,264,312
-------------------------------------------------------------------------------------------------------
INSURANCE -- 10.8%
Insurance Brokers -- 0.3%
GBP 1,625,000(d)(e) Towergate Finance Plc, 10.5%, 2/15/19 (144A) $ 48,250
1,000,000(e) USI, Inc., 7.75%, 1/15/21 (144A) 1,025,000
-------------
$ 1,073,250
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 25
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 1.9%
3,075,000(a)(e) Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 4,704,750
1,100,000(e) MetLife, Inc., 10.75%, 8/1/39 1,847,450
-------------
$ 6,552,200
-------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 2.0%
5,300,000(e) Hanover Insurance Corp., 7.625%, 10/15/25 $ 6,732,266
265,000(a)(e)(f) White Mountains Insurance Group, Ltd., 7.506%,
5/29/49 (144A) 279,244
-------------
$ 7,011,510
-------------------------------------------------------------------------------------------------------
Reinsurance -- 6.6%
400,000(g) Arlington Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 8/1/15 $ 446,360
250,000(b) Atlas Reinsurance VII, Ltd., 8.144%, 1/7/16 (144A) 253,800
500,000(b) Blue Danube II, Ltd., 4.279%, 5/23/16 (144A)
(Cat Bond) 500,150
400,000(b) Caelus Re 2013, Ltd., 6.875%, 4/7/17 (144A)
(Cat Bond) 412,800
500,000(b) Caelus Re, Ltd., 5.275%, 3/7/16 (144A) (Cat Bond) 504,450
560,000(g) Carnoustie Segregated Account (Kane SAC Ltd.),
Variable Rate Notes, 2/19/16 586,488
250,000(b) East Lane Re V, Ltd., 9.03%, 3/16/16 (144A)
(Cat Bond) 260,650
913,500(g) Exeter Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 1/7/16 917,063
600,000(g) Fairfield Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 2/2/16 561,000
500,000(b) Galileo Re, Ltd., 7.43%, 1/9/17 (144A) (Cat Bond) 512,350
750,000(g) Gloucester Segregated Account (Kane SAC Ltd.),
Variable Rate Notes, 6/12/15 734,250
1,300,000(g) Gullane Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 1/22/17 1,347,840
630,750(g) Hereford Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 1/12/16 633,462
750,000(b) Kilimanjaro Re, Ltd., 4.78%, 4/30/18 (144A) (Cat
Bond) 759,150
760,000(g) Lorenz Re, Ltd., 0.0%, 3/31/18 760,000
622,533(g) Muirfield Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 1/12/16 624,339
1,000,000(g) Pangaea Re, 7/1/18 1,090,200
1,000,000(g) Pangaea Re, 2/1/19 1,042,400
250,000(b)(e) Queen Street V Re, Ltd., 8.53%, 4/9/15 (144A)
(Cat Bond) 249,400
250,000(b) Queen Street VI Re, Ltd., 10.38%, 4/9/15 (144A)
(Cat Bond) 249,425
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
725,000(b) Residential Reinsurance 2011, Ltd., 8.78%, 6/6/15
(144A) (Cat Bond) $ 733,120
250,000(b) Residential Reinsurance 2011, Ltd., 8.93%, 12/6/15
(144A) (Cat Bond) 252,950
250,000(b) Residential Reinsurance 2011, Ltd., 9.03%, 6/6/15
(144A) (Cat Bond) 252,850
250,000(b) Residential Reinsurance 2012, Ltd., 8.03%, 6/6/16
(144A) (Cat Bond) 263,675
250,000(b) Residential Reinsurance 2012, Ltd., 10.03%, 6/6/16
(144A) (Cat Bond) 266,175
400,000(b) Residential Reinsurance 2012, Ltd., 12.78%, 12/6/16
(144A) (Cat Bond) 427,240
250,000(b) Residential Reinsurance 2012, Ltd., 19.03%, 12/6/16
(144A) (Cat Bond) 270,575
400,000(b) Residential Reinsurance 2012, Ltd., 22.03%, 6/6/16
(144A) (Cat Bond) 448,120
250,000(b) Residential Reinsurance 2013, Ltd., 9.28%, 6/6/17
(144A) (Cat Bond) 262,950
500,000(b) Sanders Re, Ltd., 4.03%, 5/5/17 (144A) (Cat Bond) 495,550
3,439(g)(j) Sector Re V, Ltd., Series 3, Class C, 12/1/17 (144A) 41,528
850,000(g)(j) Sector Re V, Ltd., Series 4, Class A, 3/30/19 (144A) 1,060,545
800,000(g)(j) Sector Re V, Ltd., Series 4, Class C, 12/1/19 (144A) 819,440
800,000(g)(j) Silverton RE, Ltd., 9/18/17 (144A) 841,280
600,000(g)(j) Silverton RE, Ltd., 9/16/16 (144A) 38,280
500,000(g) St. Andrews Segregated Account (Kane SAC Ltd.),
Variable Rate Notes, 1/22/16 506,500
300,000(b) Tar Heel Re, Ltd., 8.53%, 5/9/16 (144A) (Cat Bond) 308,280
642,367(g) Troon Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 1/12/16 643,716
1,012,000(g) Turnberry Segregated Account (Kane SAC Ltd.), Variable
Rate Notes, 1/15/16 1,016,655
1,250,000(g) Versutus, Ltd., Series 2015-A, Variable Rate Notes,
12/31/2017 1,282,500
-------------
$ 22,677,506
-------------
Total Insurance $ 37,314,466
-------------------------------------------------------------------------------------------------------
MATERIALS -- 14.3%
Commodity Chemicals -- 2.1%
3,250,000(e) Basell Finance Co. BV, 8.1%, 3/15/27 (144A) $ 4,475,477
3,075,000(e) Rain CII Carbon LLC / CII Carbon Corp., 8.25%,
1/15/21 (144A) 2,867,438
-------------
$ 7,342,915
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 27
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Construction Materials -- 0.1%
1,635,000(d) OAS Finance, Ltd., 8.0%, 7/2/21 (144A) $ 232,988
-------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 0.4%
1,510,000 Evolution Escrow Issuer LLC, 7.5%, 3/15/22 (144A) $ 1,528,875
-------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 1.4%
2,000,000(e) Global Brass & Copper, Inc., 9.5%, 6/1/19 $ 2,150,000
1,668,667 Mirabela Nickel, Ltd., 9.5%, 6/20/19 1,184,754
1,410,000 Prince Mineral Holding Corp., 11.5%, 12/15/19
(144A) 1,364,175
-------------
$ 4,698,929
-------------------------------------------------------------------------------------------------------
Forest Products -- 1.2%
4,000,000(e) Millar Western Forest Products, Ltd., 8.5%, 4/1/21 $ 4,060,000
-------------------------------------------------------------------------------------------------------
Gold -- 0.8%
3,255,000(e) IAMGOLD Corp., 6.75%, 10/1/20 (144A) $ 2,693,512
-------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 0.8%
1,565,765(h) Ardagh Finance Holdings SA, 8.625% (8.625% PIK
0.0% cash), 6/15/19 (144A) $ 1,631,339
500,000 Beverage Packaging Holdings Luxembourg II SA /
Beverage Packaging Holdings II Is, 6.0%, 6/15/17
(144A) 501,250
445,000 Coveris Holdings SA, 7.875%, 11/1/19 (144A) 455,013
-------------
$ 2,587,602
-------------------------------------------------------------------------------------------------------
Metals & Mining -- 0.2%
815,000(e) JMC Steel Group, Inc., 8.25%, 3/15/18 (144A) $ 684,600
-------------------------------------------------------------------------------------------------------
Paper Packaging -- 2.3%
2,150,057(c) Bio Pappel SAB de CV, 10.0%, 8/27/16 $ 2,129,631
2,220,000(e) Coveris Holding Corp., 10.0%, 6/1/18 (144A) 2,347,650
EUR 3,105,000 SIG Combibloc Holdings SCA, 7.75%, 2/15/23 (144A) 3,526,334
-------------
$ 8,003,615
-------------------------------------------------------------------------------------------------------
Paper Products -- 1.2%
1,590,000(e) Appvion, Inc., 9.0%, 6/1/20 (144A) $ 1,045,425
2,250,000 Mercer International, Inc., 7.0%, 12/1/19 2,328,750
595,000(e) Unifrax I LLC / Unifrax Holding Co., 7.5%, 2/15/19
(144A) 597,975
-------------
$ 3,972,150
-------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 1.0%
400,000 Hexion US Finance Corp., 6.625%, 4/15/20 $ 366,000
3,330,000 Hexion US Finance Corp., 9.0%, 11/15/20 2,331,000
850,000 Rentech Nitrogen Partners LP / Rentech Nitrogen
Finance Corp., 6.5%, 4/15/21 (144A) 824,500
-------------
$ 3,521,500
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Steel -- 2.8%
1,125,000 Cliffs Natural Resources, Inc., 8.25%, 3/31/20 (144A) $ 1,057,500
2,915,000 Optima Specialty Steel, Inc., 12.5%, 12/15/16 (144A) 2,973,300
3,750,000(e) Ryerson, Inc., 9.0%, 10/15/17 3,787,500
720,000 SunCoke Energy Partners LP / SunCoke Energy Partners
Finance Corp., 7.375%, 2/1/20 (144A) 738,000
1,195,000 United States Steel Corp., 7.5%, 3/15/22 1,195,000
-------------
$ 9,751,300
-------------
Total Materials $ 49,077,986
-------------------------------------------------------------------------------------------------------
MEDIA -- 5.2%
Broadcasting -- 1.4%
1,000,000(e) Intelsat Luxembourg SA, 7.75%, 6/1/21 $ 922,500
3,805,000(e) Townsquare Radio LLC / Townsquare Radio, Inc., 9.0%,
4/1/19 (144A) 4,055,597
-------------
$ 4,978,097
-------------------------------------------------------------------------------------------------------
Movies & Entertainment -- 3.1%
2,765,000(e) AMC Entertainment, Inc., 9.75%, 12/1/20 $ 3,027,675
1,400,000(e) Gibson Brands, Inc., 8.875%, 8/1/18 (144A) 1,401,750
1,115,000 Regal Entertainment Group, 5.75%, 2/1/25 1,115,000
1,890,000(e) SFX Entertainment, Inc., 9.625%, 2/1/19 (144A) 1,795,500
3,575,000(e) WMG Acquisition Corp., 6.75%, 4/15/22 (144A) 3,387,313
-------------
$ 10,727,238
-------------------------------------------------------------------------------------------------------
Publishing -- 0.7%
2,200,000(e) MPL 2 Acquisition Canco, Inc., 9.875%, 8/15/18
(144A) $ 2,340,250
-------------
Total Media $ 18,045,585
-------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 2.6%
Biotechnology -- 1.6%
1,400,000(e) ConvaTec Healthcare E SA, 10.5%, 12/15/18 (144A) $ 1,478,400
4,104,000(e) Lantheus Medical Imaging, Inc., 9.75%, 5/15/17 4,021,920
-------------
$ 5,500,320
-------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 1.0%
1,508,000(e) JLL/Delta Dutch Newco BV, 7.5%, 2/1/22 (144A) $ 1,568,320
1,900,000 VRX Escrow Corp., 5.875%, 5/15/23 (144A) 1,947,500
-------------
$ 3,515,820
-------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 9,016,140
-------------------------------------------------------------------------------------------------------
REAL ESTATE -- 0.5%
Diversified Real Estate Activities -- 0.1%
330,000 Alam Synergy Pte, Ltd., 9.0%, 1/29/19 (144A) $ 341,550
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 29
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Diversified REIT's -- 0.4%
1,500,000(e) CNL Lifestyle Properties, Inc., 7.25%, 4/15/19 $ 1,530,000
-------------
Total Real Estate $ 1,871,550
-------------------------------------------------------------------------------------------------------
RETAILING -- 3.2%
Automotive Retail -- 1.3%
1,385,000 Asbury Automotive Group, Inc., 6.0%, 12/15/24 $ 1,436,937
3,260,000(e) DriveTime Automotive Group, Inc. / DT Acceptance
Corp., 8.0%, 6/1/21 (144A) 3,105,150
-------------
$ 4,542,087
-------------------------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.9%
3,305,000(e) Rent-A-Center, Inc., 6.625%, 11/15/20 $ 3,106,700
-------------------------------------------------------------------------------------------------------
Department Stores -- 0.3%
900,000(e) Neiman Marcus Group, Ltd. LLC, 8.0%, 10/15/21
(144A) $ 954,000
-------------------------------------------------------------------------------------------------------
Speciality Stores -- 0.7%
1,635,000 Outerwall, Inc., 5.875%, 6/15/21 (144A) $ 1,475,587
200,000 Outerwall, Inc., 6.0%, 3/15/19 194,000
685,000 Radio Systems Corp., 8.375%, 11/1/19 (144A) 738,088
-------------
$ 2,407,675
-------------
Total Retailing $ 11,010,462
-------------------------------------------------------------------------------------------------------
SEMICONDUCTORS &
SEMICONDUCTOR EQUIPMENT -- 1.4%
Semiconductors -- 1.4%
995,000(e) Advanced Micro Devices, Inc., 7.0%, 7/1/24 $ 858,187
4,250,000(e) Advanced Micro Devices, Inc., 7.5%, 8/15/22 4,069,375
-------------
Total Semiconductors & Semiconductor Equipment $ 4,927,562
-------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 2.1%
Application Software -- 0.3%
955,000 Interface Security Systems Holdings, Inc. / Interface
Security Systems LLC, 9.25%, 1/15/18 $ 959,775
-------------------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.8%
1,783,000(e) First Data Corp., 8.25%, 1/15/21 (144A) $ 1,907,810
422,000 First Data Corp., 10.625%, 6/15/21 480,025
1,783,000(e) First Data Corp., 12.625%, 1/15/21 2,112,855
1,650,000(e)(h) Igloo Holdings Corp., 8.25% (9.0% PIK 8.25% cash),
12/15/17 (144A) 1,666,500
-------------
$ 6,167,190
-------------
Total Software & Services $ 7,126,965
-------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.7%
Communications Equipment -- 1.2%
2,400,000(e)(h) CommScope Holding Co., Inc., 6.625% (7.375% PIK
6.625% cash), 6/1/20 (144A) $ 2,460,000
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Communications Equipment -- (continued)
1,500,000 CPI International, Inc., 8.75%, 2/15/18 $ 1,535,625
-------------
$ 3,995,625
-------------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.5%
880,000(e) Viasystems, Inc., 7.875%, 5/1/19 (144A) $ 926,200
745,000 Zebra Technologies Corp., 7.25%, 10/15/22 (144A) 802,738
-------------
$ 1,728,938
-------------
Total Technology Hardware & Equipment $ 5,724,563
-------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 5.3%
Alternative Carriers -- 0.2%
600,000 PAETEC Holding Corp., 9.875%, 12/1/18 $ 633,000
-------------------------------------------------------------------------------------------------------
Integrated Telecommunication Services -- 3.3%
1,695,000 Cincinnati Bell, Inc., 8.75%, 3/15/18 $ 1,736,951
300,000 Frontier Communications Corp., 6.25%, 9/15/21 300,750
1,400,000(e) Frontier Communications Corp., 7.625%, 4/15/24 1,457,750
1,975,000(e) GCI, Inc., 6.75%, 6/1/21 1,999,687
1,725,000 GCI, Inc., 6.875%, 4/15/25 (144A) 1,737,938
4,200,000(e) Windstream Corp., 7.5%, 6/1/22 4,053,000
-------------
$ 11,286,076
-------------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 1.8%
1,085,000(e) Altice Financing SA, 6.625%, 2/15/23 (144A) $ 1,117,550
300,000 Altice Finco SA, 8.125%, 1/15/24 (144A) 317,438
1,580,000(e) Sprint Corp., 7.125%, 6/15/24 1,540,500
2,150,000(e) Sprint Corp., 7.25%, 9/15/21 2,160,750
400,000 Unison Ground Lease Funding LLC, 5.78%, 3/15/20
(144A) 402,100
725,000(e) Vimpel Communications Via VIP Finance Ireland, Ltd.
OJSC, 9.125%, 4/30/18 (144A) 760,641
-------------
$ 6,298,979
-------------
Total Telecommunication Services $ 18,218,055
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 3.6%
Air Freight & Logistics -- 0.3%
1,005,000 XPO Logistics, Inc., 7.875%, 9/1/19 (144A) $ 1,064,044
-------------------------------------------------------------------------------------------------------
Airlines -- 1.0%
1,295,000 Gol LuxCo SA, 8.875%, 1/24/22 (144A) $ 938,875
360,000 Intrepid Aviation Group Holdings LLC / Intrepid Finance
Co., 6.875%, 2/15/19 (144A) 329,400
1,500,000(e) United Continental Holdings, Inc., 6.0%, 7/15/26 1,500,000
600,000(e) United Continental Holdings, Inc., 6.375%, 6/1/18 635,250
-------------
$ 3,403,525
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 31
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Marine -- 0.3%
1,025,000 Navios South American Logistics, Inc. / Navios Logistics
Finance US, Inc., 7.25%, 5/1/22 (144A) $ 994,250
-------------------------------------------------------------------------------------------------------
Railroads -- 0.4%
1,520,000 Florida East Coast Holdings Corp., 9.75%, 5/1/20
(144A) $ 1,478,200
-------------------------------------------------------------------------------------------------------
Trucking -- 1.6%
3,500,000(e) Jack Cooper Holdings Corp., 9.25%, 6/1/20 (144A) $ 3,613,750
2,000,000 Syncreon Group BV / Syncreon Global Finance US, Inc.,
8.625%, 11/1/21 (144A) 1,710,000
-------------
$ 5,323,750
-------------
Total Transportation $ 12,263,769
-------------------------------------------------------------------------------------------------------
UTILITIES -- 2.5%
Electric Utilities -- 1.0%
1,095,000 ContourGlobal Power Holdings SA, 7.125%, 6/1/19
(144A) $ 1,116,900
310,000 Empresa Distrbuidora Y Comercializadora Norte, 9.75%,
10/25/22 (144A) 229,400
1,010,000(a)(e) Enel SpA, 8.75%, 9/24/73 (144A) 1,215,509
1,000,000(e) PNM Resources, Inc., 9.25%, 5/15/15 1,008,793
-------------
$ 3,570,602
-------------------------------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- 0.8%
2,675,000(e) NRG Energy, Inc., 6.25%, 5/1/24 $ 2,695,062
-------------------------------------------------------------------------------------------------------
Multi-Utilities -- 0.7%
2,342,663 Ormat Funding Corp., 8.25%, 12/30/20 $ 2,307,523
-------------
Total Utilities $ 8,573,187
-------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $407,692,868) $ 400,449,247
-------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES -- 5.3%
of Net Assets
CAPITAL GOODS -- 1.2%
Construction & Farm Machinery & Heavy Trucks -- 1.2%
2,625,000(e) Meritor, Inc., 7.875%, 3/1/26 $ 3,922,734
-------------
Total Capital Goods $ 3,922,734
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.1%
Asset Management & Custody Banks -- 0.1%
400,000 Apollo Investment Corp., 5.75%, 1/15/16 $ 407,250
-------------
Total Diversified Financials $ 407,250
-------------------------------------------------------------------------------------------------------
ENERGY -- 1.2%
Coal & Consumable Fuels -- 0.5%
1,905,000 Massey Energy Co., 3.25%, 8/1/15 $ 1,847,850
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.2%
2,265,000(c)(e) Hercules Offshore, Inc., 0.0%, 6/1/38 $ 605,888
-------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.5%
1,340,000(e) Chesapeake Energy Corp., 2.5%, 5/15/37 $ 1,283,887
1,175,000 Energy & Exploration Partners, Inc., 8.0%, 7/1/19
(144A) 434,750
-------------
$ 1,718,637
-------------
Total Energy $ 4,172,375
-------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.3%
Health Care Equipment & Services -- 1.2%
2,837,000(c)(e) Hologic, Inc., 2.0%, 12/15/37 $ 4,175,709
-------------------------------------------------------------------------------------------------------
Health Care Services -- 0.1%
361,000 Omnicare, Inc., 3.25%, 12/15/35 $ 394,844
-------------
Total Health Care Equipment & Services $ 4,570,553
-------------------------------------------------------------------------------------------------------
MATERIALS -- 1.1%
Diversified Chemicals -- 1.1%
4,000,000(k) Hercules, Inc., 6.5%, 6/30/29 $ 3,647,500
-------------
Total Materials $ 3,647,500
-------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.4%
Biotechnology -- 0.4%
1,400,000 Corsicanto, Ltd., 3.5%, 1/15/32 $ 1,491,000
-------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 1,491,000
-------------------------------------------------------------------------------------------------------
SEMICONDUCTORS &
SEMICONDUCTOR EQUIPMENT -- 0.0%+
Semiconductors -- 0.0%+
161,900(h)(i) LDK Solar Co., Ltd., 5.535% (5.535% PIK 0.000%
cash), 12/31/18 $ -
42,000(d) Suntech Power Holdings Co., Ltd., 3.0%, 3/15/13 115
-------------
Total Semiconductors & Semiconductor Equipment $ 115
-------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $15,890,861) $ 18,211,527
-------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS -- 1.6% of Net Assets
2,780,000(b) U.S. Treasury Notes, 0.104%, 4/30/16 $ 2,780,234
2,780,000(b) U.S. Treasury Notes, 0.105%, 7/31/16 2,779,719
-------------
$ 5,559,953
-------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATIONS
(Cost $5,561,496) $ 5,559,953
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 33
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS -- 1.3% OF NET ASSETS
Argentina -- 0.6%
1,200,000 City of Buenos Aires, 12.5%, 4/6/15 (144A) $ 1,200,000
855,000 City of Buenos Aires, 8.95%, 2/19/21 (144A) 897,750
-------------
$ 2,097,750
-------------------------------------------------------------------------------------------------------
Ecuador -- 0.2%
870,000 Ecuador Government International Bond, 7.95%,
6/20/24 (144A) $ 767,775
-------------------------------------------------------------------------------------------------------
Russia -- 0.5%
1,450,000(c) Russian Government International Bond, 7.5%,
3/31/30 $ 1,663,730
-------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $3,971,566) $ 4,529,255
-------------------------------------------------------------------------------------------------------
TAX EXEMPT OBLIGATION -- 1.0% of Net Assets
NEW YORK -- 1.0%
3,475,000 New York City Industrial Development Agency,
British Airways Plc Project, 7.625%, 12/1/32 $ 3,496,858
-------------------------------------------------------------------------------------------------------
TOTAL TAX EXEMPT OBLIGATION
(Cost $3,126,936) $ 3,496,858
-------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 0.1% of Net Assets
3,300,000(a) Non-Profit Preferred Funding Trust I, Series E, 0.0%,
9/15/37 (144A) $ 246,081
-------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED DEBT OBLIGATION
(Cost $3,293,641) $ 246,081
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 2.1% of Net Assets
CAPITAL GOODS -- 0.2%
Building Products -- 0.2%
894(i)(l) Panolam Holdings Co. $ 657,984
-------------------------------------------------------------------------------------------------------
Industrial Machinery -- 0.0%+
33,171(i)(l) Liberty Tire Recycling LLC $ 332
-------------
Total Capital Goods $ 658,316
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Oil & Gas Exploration & Production -- 0.0%+
8,156(l) Halcon Resources Corp. $ 12,560
-------------
Total Energy $ 12,560
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/15
-------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------
MATERIALS -- 0.2%
Diversified Metals & Mining -- 0.2%
3,402 Freeport-McMoRan, Inc. $ 64,468
AUD 6,776,723(l) Mirabela Nickel, Ltd. 722,182
-------------
$ 786,650
-------------
Total Materials $ 786,650
-------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.3%
Pharmaceuticals -- 0.3%
15,900 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 990,570
-------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 990,570
-------------------------------------------------------------------------------------------------------
SEMICONDUCTORS &
SEMICONDUCTOR EQUIPMENT -- 0.0%
Semiconductors -- 0.0%+
11,342(l) LDK Solar Co., Ltd. (A.D.R.) $ 1,701
-------------
Total Semiconductors & Semiconductor Equipment $ 1,701
-------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 1.4%
Air Freight & Logistics -- 0.7%
3,266(l) CEVA Holdings LLC $ 2,367,661
-------------------------------------------------------------------------------------------------------
Airlines -- 0.6%
45,044 Delta Air Lines, Inc. $ 2,025,178
-------------------------------------------------------------------------------------------------------
Marine -- 0.1%
877,784(l) Horizon Lines, Inc., Class A $ 570,560
-------------
Total Transportation $ 4,963,399
-------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $7,709,590) $ 7,413,196
-------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS --
0.7% of Net Assets
DIVERSIFIED FINANCIALS -- 0.6%
Other Diversified Financial Services -- 0.6%
1,880(f) Bank of America Corp., 7.25% $ 2,175,160
-------------
Total Diversified Financials $ 2,175,160
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.1%
Oil & Gas Exploration & Production -- 0.1%
1,100(f) Halcon Resources Corp., 5.75% $ 324,775
-------------
Total Energy $ 324,775
-------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $2,164,242) $ 2,499,935
-------------------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 3.0% of Net Assets
BANKS -- 0.9%
Diversified Banks -- 0.9%
3,000(a)(f) AgStar Financial Services ACA, 6.75% (144A) $ 3,147,938
-------------
Total Banks $ 3,147,938
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 35
Schedule of Investments | 3/31/15 (continued)
-------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.2%
Consumer Finance -- 0.2%
750(f) Ally Financial, Inc., 7.0% (144A) $ 769,805
-------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 1.0%
132,750(a) GMAC Capital Trust I, 8.125% $ 3,484,687
-------------
Total Diversified Financials $ 4,254,492
-------------------------------------------------------------------------------------------------------
ENERGY -- 0.2%
Oil & Gas Storage & Transportation -- 0.2%
17,992(a) NuStar Logistics LP, 7.625% $ 469,412
-------------
Total Energy $ 469,412
-------------------------------------------------------------------------------------------------------
INSURANCE -- 0.7%
Reinsurance -- 0.7%
480,000(g)(l) Altair Re II, Ltd. $ 487,104
875,402(g)(l) Altair Re II, Ltd. 628,801
8,500(g)(l) Lorenz Re, Ltd. 1,069,300
-------------
$ 2,185,205
-------------
Total Insurance $ 2,185,205
-------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $9,382,326) $ 10,057,047
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
-------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 0.4%
of Net Assets
REPURCHASE AGREEMENT -- 0.4%
1,280,000 Bank of Nova Scotia, 0.14%, repurchase price of
$1,280,000 plus accrued interest on 4/1/15
collateralized by the following (at market value):
$1,303,685 Freddie Mac Giant, 3.0%-3.5%,
10/1/29 -- 3/1/45 and $2,318 Federal National
Mortgage Association, 2.5%, 6/1/27. $ 1,280,000
-------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $1,280,000) $ 1,280,000
-------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 140.3%
(Cost -- $491,742,822) (m)( n) $ 483,193,710
-------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (40.3)% $(138,844,687)
-------------------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 344,349,023
=======================================================================================================
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/15
REIT Real Estate Investment Trust.
(144A) Security is exempt from registration under Rule 144A of the
Securities Act of 1933. Such securities may be resold normally to
qualified institutional buyers in a transaction exempt from
registration. At March 31, 2015, the value of these securities
amounted to $220,660,124, or 64.1% of total net assets applicable to
common shareowners.
(Cat Bond) A catastrophe bond is a high-yield debt instrument this is usually
insurance linked and meant to raise money in case of a catastrophe.
+ Amount round to less than 0.1%.
* 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 March 31, 2015.
(a) The interest rate is subject to change periodically. The interest
rate shown is the rate at March 31, 2015.
(b) Floating rate note. The rate shown is the coupon rate at March 31,
2015.
(c) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specific date. The rate shown is the rate at
March 31, 2015.
(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) Security is valued based on a formula approved by the Valuation
Committee of the Board of Trustees. At March 31, 2015, the aggregate
value of these securities amounted to $17,179,051, or 5.0% of total
net assets applicable to common shareholders.
(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). 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 March 31, 2015, the net unrealized depreciation on investments
based on cost for federal tax purposes of $493,150,196 was as
follows:
Aggregate gross unrealized appreciation for all investments in
which there is an excess of value over tax cost $ 31,693,576
Aggregate gross unrealized depreciation for all investments in
which there is an excess of tax cost over value (41,650,062)
------------
Net unrealized depreciation $ (9,956,486)
============
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 37
Schedule of Investments | 3/31/15 (continued)
For financial reporting purposes net unrealized depreciation on investments was
$8,549,112 and cost of investments aggregated $491,742,822.
(n) Distributions of Investments by country of issue, as a
percentage of total investments in securities, is as follows:
United States 78.5%
Canada 3.7
Luxembourg 3.6
Bermuda 3.1
Netherlands 2.6
Cayman Islands 0.9
Other (individually less than 1%) 7.6
-----
100.0%
=====
Purchases and sales of securities (excluding temporary cash investments) for the
year ended March 31, 2015 aggregated $200,906,719 and $189,130,007,
respectively.
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Principal amounts are denominated in U.S. dollars unless otherwise noted.
AUD - Australian Dollar
EUR - Euro
GBP - Great British Pound
CREDIT DEFAULT SWAP AGREEMENTS -- SELL PROTECTION
---------------------------------------------------------------------------------------------------------
Obligation Net
Notional Entity/ Credit Expiration Premiums Unrealized
Principal ($)(1) Counterparty Index Coupon Rating(2) Date (Received) Appreciation
---------------------------------------------------------------------------------------------------------
2,000,000 JPMorgan Goodyear
Chase Tire &
& Co. Rubber Co. 5.00% B+ 12/20/17 $(65,000) $294,112
=========================================================================================================
(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.
38 Pioneer High Income Trust | Annual Report | 3/31/15
The following is a summary of the inputs used as of March 31, 2015, in valuing
the Trust's investments.
---------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
---------------------------------------------------------------------------------------------
Asset Backed Securities $ -- $ 3,324,765 $ -- $ 3,324,765
Collateralized Mortgage
Obligations -- 4,267,876 -- 4,267,876
Senior Secured Floating Rate
Loan Interests -- 21,857,970 -- 21,857,970
Corporate Bonds & Notes
Diversified Financials
Other Diversified
Financial Services -- 2,315,438 2,204,347 4,519,785
Industrials
Industrial Machinery -- -- 772,590 772,590
Insurance
Reinsurance -- 7,683,660 14,993,846 22,677,506
All Other Corporate
Bonds & Notes -- 372,479,366 -- 372,479,366
Convertible Bonds & Notes
Semiconductors &
Semiconductor
Equipment
Semiconductors -- 115 -- 115
All Other Convertible
Bonds & Notes -- 18,211,412 -- 18,211,412
U.S. Government and
Agency Obligations -- 5,559,953 -- 5,559,953
Sovereign Debt Obligations -- 4,529,255 -- 4,529,255
Tax Exempt Obligation -- 3,496,858 -- 3,496,858
Municipal Collateralized
Debt Obligation -- 246,081 -- 246,081
Common Stocks
Capital Goods
Industrial Machinery -- -- 332 332
Building Products -- -- 657,984 657,984
Transportation
Air Freight & Logistics -- 2,367,661 -- 2,367,661
All Other Common Stocks 4,387,219 -- -- 4,387,219
Convertible Preferred Stocks
Energy
Oil & Gas Exploration
& Production -- 324,775 -- 324,775
All Other Convertible
Preferred Stocks 2,175,160 -- -- 2,175,160
Preferred Stocks
Banks
Diversified Banks -- 3,147,938 -- 3,147,938
Diversified Financials
Consumer Finance -- 769,805 -- 769,805
Insurance
Reinsurance -- -- 2,185,205 2,185,205
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 39
Schedule of Investments | 3/31/15 (continued)
--------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------------------
All Other Preferred Stocks $ 3,954,099 $ -- $ -- $ 3,954,099
Repurchase Agreement -- 1,280,000 -- 1,280,000
--------------------------------------------------------------------------------------------
Total Investments
in Securities $10,516,478 $451,862,928 $20,814,304 $483,193,710
============================================================================================
Other Financial Instruments
Assets:
Unrealized appreciation
on swap contracts -- $ 294,112 $ -- $ 294,112
Unrealized appreciation
on forward foreign
currency contracts -- 1,568,023 -- 1,568,023
Liabilities:
Unrealized depreciation
on forward foreign
currency contracts -- (3,041) -- (3,041)
--------------------------------------------------------------------------------------------
Total Other Financial
Instruments $ -- $ 1,859,094 $ -- $ 1,859,094
============================================================================================
The following is a summary of the fair valuation of certain of the Trust's
assets and liabilities as of March 31, 2015.
-------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------------------------------------------
Assets:
Foreign currencies, at value $ -- $ 5,254,851 $ -- $ 5,254,851
Liabilities:
Swap collateral -- (200,000) -- (200,000)
Outstanding borrowings -- (151,000,000) -- (151,000,000)
-------------------------------------------------------------------------------------------
Total $ -- $(145,945,149) $ -- $(145,945,149)
===========================================================================================
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Annual Report | 3/31/15
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* 3/31/15
------------------------------------------------------------------------------------------------------------------------------------
Corporate Bonds
& Notes
Diversified
Financials
Other
Diversified
Financial
Services $1,748,033 $ -- $456,314 $ -- $ -- $ -- $ -- $ -- $ 2,204,347
Industrials
Industrial
Machinery -- -- (811) 772,590 -- 811 -- -- 772,590
Materials
Metals &
Mining 626,708 -- 16,070 210,555 (853,333) -- -- -- --
Insurance
Reinsurance 1,470,812 2,515 387,398 14,243,100 (1,198,200) 88,221 -- -- 14,993,846
Common Stocks
Industrial
Machinery -- -- -- 332 -- -- -- -- 332
Capital Goods
Building Products 700,002 -- (42,018) -- -- -- -- -- 657,984
Preferred Stocks
Insurance
Reinsurance 3,527,053 98,575 (24,906) 1,036,360 (2,451,877) -- -- -- 2,185,205
------------------------------------------------------------------------------------------------------------------------------------
Total $8,072,608 $101,090 $792,047 $16,262,937 $(4,503,410) $89,032 $ -- $ -- $20,814,304
====================================================================================================================================
* Transfers are calculated on the beginning of period value. For the year
ended 3/31/15, there were no transfers between Levels 1, 2 and 3.
(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 3/31/15: $1,167,961.
The following table presents additional information about valuation techniques
and inputs used for investments categorized as Level 3 at March 31, 2015. These
amounts exclude valuations provided by a broker.
--------------------------------------------------------------------------------------------
Fair Value Valuation Unobservable Value/
Asset Type 3/31/15 Technique (s) Input Range
--------------------------------------------------------------------------------------------
Corporate Bonds $2,976,937 Market EBITDA Multiples (1) 5.5x to 6.5x
Comparables Yield Premium (2) 1.05%
--------------------------------------------------------------------------------------------
Convertible Corporate Bonds $ -- Market EBITDA 0
Comparables Multiples (1)
--------------------------------------------------------------------------------------------
Common Stocks $ 658,316 Market EBITDA 5.5x to 6.5x
Comparables Multiples (1)
--------------------------------------------------------------------------------------------
(1) An increase in this unobservable input would result in a higher fair value
measurement, while a decrease would result in a lower fair value
measurement.
(2) An increase in this unobservable input would result in a lower fair value
measurement, while a decrease would result in a higher fair value
measurement.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 41
Statement of Assets and Liabilities | 3/31/15
ASSETS:
Investments in securities, at value (cost $491,742,822) $483,193,710
Foreign currencies, at value (cost $6,128,627) 5,254,851
Receivables --
Investment securities sold 2,212,372
Interest receivable 9,866,340
Dividends receivable 42,649
Unrealized appreciation on swap contracts 294,112
Unrealized appreciation on forward foreign currency contracts 1,568,023
Reinvestment of distributions 316,033
--------------------------------------------------------------------------------------------
Total assets $502,748,090
--------------------------------------------------------------------------------------------
LIABILITIES:
Due to custodian 1,342,414
Swap collateral 200,000
Credit default swaps, premiums received 65,000
Payables --
Outstanding borrowings 151,000,000
Trustees' fees 7
Investment securities purchased 5,374,960
Unrealized depreciation on forward foreign currency contracts 3,041
Due to affiliates 234,566
Interest expense payable 114,501
Accrued expenses 64,578
--------------------------------------------------------------------------------------------
Total liabilities $158,399,067
--------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $413,812,053
Undistributed net investment income 1,072,032
Accumulated net realized loss on investments, swap contracts, and
foreign currency transactions (62,956,982)
Net unrealized depreciation on investments (8,549,112)
Net unrealized appreciation on swap contracts 294,112
Net unrealized appreciation on forward foreign currency contracts and
other assets and liabilities denominated in foreign currencies 676,920
--------------------------------------------------------------------------------------------
Net assets applicable to common shareowners $344,349,023
============================================================================================
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $344,349,023 / 28,950,654 common shares $ 11.89
============================================================================================
The accompanying notes are an integral part of these financial statements.
42 Pioneer High Income Trust | Annual Report | 3/31/15
Statement of Operations
For the Year Ended 3/31/15
INVESTMENT INCOME:
Interest $ 42,779,510
Dividends (net of foreign taxes withheld $3,333) 865,353
Loan facility and other income 458,571
-------------------------------------------------------------------------------------------
Total investment income $ 44,103,434
-------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,181,636
Administrative reimbursements 115,180
Transfer agent fees and expenses 13,824
Shareholder communications expense 45,177
Custodian fees 32,120
Professional fees 114,498
Printing expenses 11,081
Trustees' fees 17,830
Pricing fees 31,400
Interest expense 1,427,538
Miscellaneous 55,159
-------------------------------------------------------------------------------------------
Net operating expenses $ 5,045,443
-------------------------------------------------------------------------------------------
Net investment income $ 39,057,991
-------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
SWAP CONTRACTS, AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $(16,879,922)
Swap contracts 101,389
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies (911,343) $(17,689,876)
-------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments $(43,134,754)
Swap contracts (43,303)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies 1,159,831 $(42,018,226)
-------------------------------------------------------------------------------------------
Net loss on investments, swap contracts, and foreign
currency transactions $(59,708,102)
-------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $(20,650,111)
===========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 43
Statements of Changes in Net Assets
--------------------------------------------------------------------------------------------
Year Year
Ended Ended
3/31/15 3/31/14
--------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 39,057,991 $ 42,870,563
Net realized loss on investments, forward foreign currency
contracts, swap contracts and foreign currency transactions (17,689,876) (2,241,403)
Change in net unrealized appreciation (depreciation) on
investments, forward foreign currency contracts, swap
contracts and foreign currency transactions (42,018,226) 4,931,001
Distributions to preferred shareowners from net
investment income -- (147,163)
--------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $(20,650,111) $ 45,412,998
--------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income and previously undistributed
net investment income ($1.61 and $1.65 per
share, respectively) $(46,212,245) $(47,096,627)
--------------------------------------------------------------------------------------------
Total distributions to common shareowners $(46,212,245) $(47,096,627)
--------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 4,327,840 $ 4,068,896
--------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners from Trust share transactions $ 4,327,840 $ 4,068,896
--------------------------------------------------------------------------------------------
Net increase (decrease) in net assets applicable to
common shareowners $(62,534,516) $ 2,385,267
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 406,883,539 404,498,272
--------------------------------------------------------------------------------------------
End of year $344,349,023 $406,883,539
--------------------------------------------------------------------------------------------
Undistributed net investment income $ 1,072,032 $ 9,468,075
============================================================================================
The accompanying notes are an integral part of these financial statements.
44 Pioneer High Income Trust | Annual Report | 3/31/15
Statement of Cash Flows
For the Year Ended 3/31/15
Cash Flows From Operating Activities:
Net decrease in net assets resulting from operations $ (20,650,111)
-----------------------------------------------------------------------------------------------
Adjustments to reconcile net decrease in net assets resulting from operations to
net cash and foreign currencies from operating activities:
Purchases of investment securities (206,737,686)
Proceeds from disposition and maturity of investment securities 187,771,385
Net purchases of temporary cash investments (1,280,000)
Net accretion and amortization of discount/premium on investment securities (3,053,560)
Decrease in interest receivable 822,146
Decrease in dividends receivable 7,319
Decrease in reinvestment of distributions 28,174
Increase in trustees' fees payable 7
Decrease in administration fees payable (1,974)
Increase in interest expense payable 44,024
Decrease in due to affiliates (22,530)
Decrease in accrued expenses payable (57,148)
Change in unrealized depreciation on investments 43,134,754
Change in unrealized depreciation on swap contracts 43,303
Change in unrealized appreciation on forward foreign currency contracts
and foreign currency (929,136)
Net realized loss on investments 16,879,922
-----------------------------------------------------------------------------------------------
Net cash and foreign currencies from operating activities $ 15,998,889
-----------------------------------------------------------------------------------------------
Cash Flows Used in Financing Activities:
Increase in due to custodian $ 1,342,414
Distributions to common shareowners (46,212,245)
Reinvestment of distributions 4,327,840
-----------------------------------------------------------------------------------------------
Net cash and foreign currencies used in financing activities $ (40,541,991)
-----------------------------------------------------------------------------------------------
Effect of Foreign Exchange Fluctuations on Cash:
Effect of foreign exchange fluctuations on cash $ (996,880)
-----------------------------------------------------------------------------------------------
Cash and Foreign Currencies:
Beginning of the year $ 30,794,833
-----------------------------------------------------------------------------------------------
End of the year $ 5,254,851
-----------------------------------------------------------------------------------------------
Cash Flow Information:
Cash paid for interest $ 1,383,514
-----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 45
Financial Highlights
--------------------------------------------------------------------------------------------------------------------------------
Year Year
Year Year Year Ended Ended
Ended Ended Ended 3/31/12 3/31/11
3/31/15 3/31/14 3/31/13 (Consolidated) (Consolidated)
--------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of year $ 14.19 $ 14.23 $ 13.45 $ 14.33 $ 13.23
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 1.36 $ 1.50 $ 1.74 $ 1.70 $ 1.68
Net realized and unrealized gain (loss) on investments,
swap contracts, and foreign currency transactions (2.05) 0.12 0.70 (0.92) 1.09
--------------------------------------------------------------------------------------------------------------------------------
Distributions to preferred shareowners from:
Net investment income $ -- $ (0.01) $ (0.01) $ (0.01) $ (0.02)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (0.69) $ 1.61 $ 2.43 $ 0.77 $ 2.75
--------------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income and previously undistributed net
investment income $ (1.61)* $ (1.65)* $ (1.65) $ (1.65) $ (1.65)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.30) $ (0.04) $ 0.78 $ (0.88) $ 1.10
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year (b) $ 11.89 $ 14.19 $ 14.23 $ 13.45 $ 14.33
--------------------------------------------------------------------------------------------------------------------------------
Market value, end of year (b) $ 12.87 $ 17.83 $ 16.97 $ 16.66 $ 16.55
================================================================================================================================
Total return at market value (c) (20.28)% 16.24% 12.65% 11.53% 20.12%
Ratios to average net assets of common shareowners:
Total expenses plus interest expense (d)(e) 1.33% 1.04% 1.08% 1.05% 1.11%
Net investment income before preferred share distributions 10.30% 10.70% 13.03% 12.66% 12.43%
Preferred share distributions --% 0.04% 0.06% 0.05% 0.12%
Net investment income available to common shareowners 10.30% 10.66% 12.97% 12.61% 12.31%
Portfolio turnover 37% 30% 27% 24% 10%
Net assets of common shareowners, end of year (in thousands) $344,349 $406,884 $404,498 $379,518 $401,348
* 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 the accumulated net investment income was
distributed to shareowners during the period. A decrease in distributions
may have a negative effect on the market value of the Trust's shares.
The accompanying notes are an integral part of these financial statements.
46 Pioneer High Income Trust | Annual Report | 3/31/15
--------------------------------------------------------------------------------------------------------------------------------
Year Year
Year Year Year Ended Ended
Ended Ended Ended 3/31/12 3/31/11
3/31/15 3/31/14 3/31/13 (Consolidated) (Consolidated)
--------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) $ -- $ --(f) $151,000 $151,000 $151,000
Asset coverage per preferred share, end of year $ -- $ --(f) $ 91,971 $ 87,835 $ 91,450
Average market value per preferred share (g) $ -- $ --(f) $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable,
per preferred share $ -- $ --(f) $ 25,001 $ 25,001 $ 25,001
Total amount of debt outstanding (in thousands) $ 151,000 $151,000 $ -- $ -- $ --
Asset coverage per indebtedness (in thousands) $ 3,280 $ 3,419 $ -- $ -- $ --
================================================================================================================================
(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) Includes interest expense of 0.38%, 0.02%, 0.00%, 0.0% and 0.0%,
respectively.
(f) Preferred shares were redeemed during the period.
(g) Market value is redemption value without an active market.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/15 47
Notes to Financial Statements | 3/31/15
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
48 Pioneer High Income Trust | Annual Report | 3/31/15
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.
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 and/or quotations are
not readily available or 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 March 31, 2015, five securities were valued using fair value methods (in
addition to securities valued using prices supplied by independent pricing
services or broker-dealers) representing 1.06% of net assets. The value of
these fair valued securities are $3,635,253.
B. Investment Income and Transactions
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
date in the exercise of reasonable diligence.
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.
Pioneer High Income Trust | Annual Report | 3/31/15 49
Discounts and premiums on purchase prices of 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.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
C. 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.
D. 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).
E. 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, 2015, 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.
50 Pioneer High Income Trust | Annual Report | 3/31/15
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.
Capital accounts within the financial statements are adjusted for permanent
book/tax differences to reflect tax character, but are not adjusted for
temporary differences.
At March 31, 2015, the Trust reclassified $1,241,789 to decrease
undistributed net investment income, $610,567 to increase paid-in capital,
and $631,222 to increase accumulated net realized loss on investments to
reflect permanent book/tax differences. These adjustments have no impact on
the net assets or results of operations.
The Trust has elected to defer $3,290,211 of short-term capital losses and
$15,848,888 of long-term capital losses recognized between October 1, 2014
and March 31, 2015 to its fiscal year ending March 31, 2016.
At March 31, 2015, the Trust had a net capital loss carryforward of
$44,356,204 of which the following amounts will expire between 2018 and
2019 if not utilized: $42,238,794 in 2018 and $2,117,410 in 2019.
The tax character of distributions paid to shareowners during the years
ended March 31, 2015 and March 31, 2014 were as follows:
---------------------------------------------------------------------------
2015 2014
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $46,212,245 $47,243,790
---------------------------------------------------------------------------
Total $46,212,245 $47,243,790
===========================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2015:
---------------------------------------------------------------------------
2015
---------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 7,154,815
Capital loss carryforward (44,356,204)
Late year loss deferrals (19,139,099)
Other book/tax temporary differences (5,544,462)
Unrealized depreciation (7,578,080)
---------------------------------------------------------------------------
Total $(69,463,030)
===========================================================================
The difference between book-basis and tax-basis unrealized depreciation is
primarily attributable to the realization for tax purposes of unrealized
gains on investments in passive foreign investment companies, the book/tax
Pioneer High Income Trust | Annual Report | 3/31/15 51
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.
F. 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 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.
G. 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.
H. 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
52 Pioneer High Income Trust | Annual Report | 3/31/15
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 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.
I. 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
Pioneer High Income Trust | Annual Report | 3/31/15 53
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.
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 March 31, 2015 are listed in the
Schedule of Investments.
The average market value of swap contracts open during the year ended March
31, 2015 was $233,276.
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
54 Pioneer High Income Trust | Annual Report | 3/31/15
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 year ended March 31, 2015, the net management fee
was 0.60% of the Trust's average daily managed assets, which was equivalent to
0.84% 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 March 31,
2015, $234,566 was payable to PIM related to management costs, administrative
costs and certain other services is included in "Due to Affiliates" and
"Administration fee payable" on the Statement of Assets and Liabilities.
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 year ended March 31, 2015, the Trust
expenses were not reduced under such arrangement.
5. Forward Foreign Currency Contracts
At March 31, 2015, 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
Pioneer High Income Trust | Annual Report | 3/31/15 55
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 year ended March 31, 2015 was $10,088,492.
Open foreign currency contracts at March 31, 2015, were as follows:
----------------------------------------------------------------------------------------------------
Quantity/
Currency Purchased/ Book Settlement US $ Value Unrealized
Description Counterparty (Sold) Value Date at 3/31/15 Appreciation
----------------------------------------------------------------------------------------------------
EUR (Euro) JP Morgan (5,128,699) $(7,076,235) 4/24/15 $(5,511,660) $1,564,575
Chase Bank
GBP (Great JP Morgan 1,548,867 2,296,431 4/01/15 2,299,448 3,017
British Pound Chase Bank
GBP (Great Societe (217,560) (323,223) 6/30/15 (322,792) 431
British Pound General
----------------------------------------------------------------------------------------------------
Total $1,568,023
====================================================================================================
----------------------------------------------------------------------------------------------------
Quantity/
Currency Purchased/ Book Settlement US $ Value Unrealized
Description Counterparty (Sold) Value Date at 3/31/15 Depreciation
----------------------------------------------------------------------------------------------------
GBP (Great JP Morgan (1,548,867) (2,294,998) 6/30/15 (2,298,039) $(3,041)
British Pound Chase Bank
----------------------------------------------------------------------------------------------------
Total $(3,041)
====================================================================================================
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 March 31, 2015:
-----------------------------------------------------------------------------------------------------
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 $294,112 $-- $294,112 $-- $(200,000) $94,112
-----------------------------------------------------------------------------------------------------
$294,112 $-- $294,112 $-- $(200,000) $94,112
=====================================================================================================
56 Pioneer High Income Trust | Annual Report | 3/31/15
7. Unfunded and Bridge Loan Commitments
As of March 31, 2015, the Trust had no unfunded loan commitments.
The Trust had the following bridge loan outstanding at March 31, 2015:
-----------------------------------------------------------------------------------------------------
Unrealized
Appreciation
Borrower Par Cost Value (Depreciation)
-----------------------------------------------------------------------------------------------------
Rite Aid Corp. $2,515,000 $2,515,000 $2,515,000 $--
=====================================================================================================
8. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the year ended March
31, 2015 and the year ended March 31, 2014 were as follows:
-----------------------------------------------------------------------------------------------------
3/31/15 3/31/14
-----------------------------------------------------------------------------------------------------
Shares outstanding at beginning of year 28,679,504 28,429,194
Reinvestment of distributions 271,150 250,310
-----------------------------------------------------------------------------------------------------
Shares outstanding at end of year 28,950,654 28,679,504
=====================================================================================================
9. Additional Disclosures about Derivative Instruments and Hedging Activities:
Values of derivative instruments as of March 31, 2015 were as follows:
-----------------------------------------------------------------------------------------------------
Derivatives Not
Accounted for as Assets Derivatives 2015 Liabilities Derivatives 2015
Hedging Instruments --------------------------------------------------------------------------
Under Accounting Statement of Assets Statement of Assets
Standards Codification and Liabilities and Liabilities
(ASC) 815 Location Value Location Value
-----------------------------------------------------------------------------------------------------
Forward foreign Unrealized Unrealized
currency contracts appreciation on depreciation on
forward foreign forward foreign
currency contracts $1,568,023 currency contracts $(3,041)
Swap contracts Unrealized Unrealized
appreciation on depreciation on
swap contracts 294,112 swap contracts --
-----------------------------------------------------------------------------------------------------
Total $1,862,135 $(3,041)
=====================================================================================================
Pioneer High Income Trust | Annual Report | 3/31/15 57
The effect of derivative instruments on the Statement of Operations for the year
ended March 31, 2015 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
and other assets and liabilities
denominated in foreign currency $(199,237)
Forward foreign Change in net unrealized
currency contracts appreciation (depreciation) on
forward foreign currency contracts
and other assets and liabilities
denominated in foreign currencies $1,926,016
Swap contracts Net realized gain (loss) on
swap contracts $ 101,389
Swap contracts Change in unrealized appreciation
(depreciation) on swap contracts $ (43,303)
----------------------------------------------------------------------------------------------------
Total $ (97,848) $1,882,713
====================================================================================================
10. 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 March 31, 2015, the Trust had a borrowing outstanding under the margin
agreement totaling $151,000,000. The interest rate charged at March 31, 2015 was
0.97%. During the year ended March 31, 2015, the average daily balance was
$151,000,000 at an average interest rate of 0.97%. With respect to the margin
agreement, interest expense of $1,427,538 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.
58 Pioneer High Income Trust | Annual Report | 3/31/15
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
--------------------------------------------------------------------------------
March 31, 2015 $151,000,000 $3,280
================================================================================
11. Subsequent Events
A monthly dividend was declared on April 2, 2015 from undistributed and
accumulated net investment income of $0.1150 per common share payable April 30,
2015, to common shareowners of record on April 15, 2015.
PIM, the Trust's investment adviser, is currently an indirect, wholly-owned
subsidiary of UniCredit. On April 23, 2015, UniCredit announced that it signed a
preliminary and exclusive agreement with Banco Santander and affiliates of
Warburg Pincus and General Atlantic (the "Private Equity Firms") with respect to
Pioneer Investments ("Pioneer") and Santander Asset Management ("SAM") (the
"Transaction").
Pursuant to the preliminary agreement, the Transaction will entail the
establishment of a holding company, with the name Pioneer Investments, to be
owned by UniCredit (50%) and the Private Equity Firms (50% between them). The
holding company will control Pioneer's U.S. operations, including the Adviser.
The holding company also will own 66.7% of Pioneer's and SAM's combined
operations outside the U.S., while Banco Santander will own directly the
remaining 33.3% stake. The completion of the Transaction is subject to the
signing of a definitive agreement, as well as certain regulatory and corporate
approvals, and other conditions.
Under the Investment Company Act of 1940, completion of the Transaction will
cause the Trust's investment advisory agreement with the Adviser to terminate.
In connection with the Transaction, the Trust's Board of Trustees will be asked
to approve a new investment advisory agreement for the Trust. If approved by the
Board, the Trust's new investment advisory agreement will be submitted to the
shareholders of the Trust for their approval.
Pioneer High Income Trust | Annual Report | 3/31/15 59
12. 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. Deloitte & Touche LLP replaced
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 disagreements 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.
60 Pioneer High Income Trust | Annual Report | 3/31/15
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of
Pioneer High Income Trust:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer High Income Trust (the "Trust"), as of
March 31, 2015, and the related statements of operations, cash flows, changes in
net assets, and the financial highlights for the year then ended. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit. The statement
of changes in net assets of the Fund for the year ended March 31, 2014, and the
financial highlights for the years ended March 31, 2014, 2013, 2012, and 2011
were audited by other auditors. Those auditors expressed an unqualified opinion
on those financial statements and financial highlights in their report dated May
22, 2014.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of March 31, 2015, by correspondence with the custodian,
brokers and agent banks; where replies were not received from brokers and agent
banks, we performed other auditing procedures. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer High Income Trust as of March 31, 2015, the results of its operations,
cash flows, changes in its net assets and financial highlights for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
May 22, 2015
Pioneer High Income Trust | Annual Report | 3/31/15 61
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.
62 Pioneer High Income Trust | Annual Report | 3/31/15
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius 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.
Trustees and Officers
The Trust's Trustees and officers are listed below, together with their
principal occupations during at least the past five years. Trustees who are
interested persons of the Trust within the meaning of the 1940 Act are referred
to as Interested Trustees. Trustees who are not interested persons of the Trust
are referred to as Independent Trustees. Each of the Trustees serves as a
Trustee of each of the 52 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the Trust is 60 State Street, Boston, Massachusetts
02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer High Income Trust | Annual Report | 3/31/15 63
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (64) Class I Trustee since 2006. Private investor (2004 - 2008 Director, Broadridge Financial
Chairman of the Board Term expires in 2015. and 2013 - present); Chairman Solutions, Inc. (investor
and Trustee (2008 - 2013) and Chief communications and securities
Executive Officer (2008 - 2012), processing provider for
Quadriserv, Inc. (technology financial services industry)
products for securities lending (2009 - present); Director,
industry); and Senior Executive Quadriserv, Inc. (2005 -
Vice President, The Bank of New 2013); and Commissioner, New
York (financial and securities Jersey State Civil Service
services) (1986 - 2004) Commission (2011 - present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (71) Class II Trustee since 2005. Managing Partner, Federal City Director of New York Mortgage
Trustee Term expires in 2016. Capital Advisors (corporate Trust (publicly traded
advisory services company) (1997 mortgage REIT) (2004 - 2009,
- 2004 and 2008 - present); 2012 - present); Director of
Interim Chief Executive Officer, The Swiss Helvetia Fund, Inc.
Oxford Analytica, Inc. (closed-end fund) (2010 -
(privately-held research and present); Director of Oxford
consulting company) (2010); Analytica, Inc. (2008 -
Executive Vice President and present); and Director of
Chief Financial Officer, I-trax, Enterprise Community
Inc. (publicly traded health Investment, Inc.
care services company) (2004 - (privately-held affordable
2007); Executive Vice President housing finance company) (1985
and Chief Financial Officer, - 2010)
Pedestal Inc. (internet-based
mortgage trading company) (2000
- 2002); Private Consultant
(1995 - 1997); Managing
Director, Lehman Brothers (1992
- 1995); and Executive, The
World Bank (1979 - 1992)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (70) Class III Trustee since 2008. William Joseph Maier Professor Trustee, Mellon Institutional
Trustee Term expires in 2017. of Political Economy, Harvard Funds Investment Trust and
University (1972 - present) Mellon Institutional Funds
Master Portfolio (oversaw 17
portfolios in fund complex)
(1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------------
64 Pioneer High Income Trust | Annual Report | 3/31/15
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (67) Class III Trustee since 2002. Founding Director, Vice President None
Trustee Term expires in 2017. and Corporate Secretary, The
Winthrop Group, Inc. (consulting
firm) (1982 - present); Desautels
Faculty of Management, McGill
University (1999 - present); and
Manager of Research Operations
and Organizational Learning,
Xerox PARC, Xerox's advance
research center (1990 - 1994)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (66) Class I Trustee since 2002. President and Chief Executive Director of New America High
Trustee Term expires in 2015. Officer, Newbury, Piret & Company, Income Fund, Inc. (closed-end
Inc. (investment banking firm) investment company) (2004 -
(1981 - present) present); and member, Board
of Governors, Investment
Company Institute (2000 -
2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (68) Class I Trustee since 2014. Consultant (investment company None
Trustee Term expires in 2015. services) (2012 - present);
Executive Vice President, BNY
Mellon (financial and investment
company services) (1969 - 2012);
Director, BNY International
Financing Corp. (financial
services) (2002 - 2012); and
Director, Mellon Overseas
Investment Corp. (financial
services) (2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/15 65
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (53)* Class II Trustee since 2014. Chair, Director, CEO and None
Trustee, President and Term expires in 2016. President of Pioneer Investment
Chief Executive Officer Management-USA (since September
2014); Chair, Director, CEO and
President of Pioneer Investment
Management, Inc. (since
September 2014); Chair,
Director, CEO and President of
Pioneer Funds Distributor, Inc.
(since September 2014); Chair,
Director, CEO and President of
Pioneer Institutional Asset
Management, Inc. (since
September 2014); and Chair,
Director and CEO of Pioneer
Investment Management
Shareholder Services, Inc.
(since September 2014); Managing
Director, Morgan Stanley
Investment Management (2010 -
2013); and Director of
Institutional Business, CEO of
International, Eaton Vance
Management (2005 - 2010)
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (56)* Class III Trustee since 2014. Director and Executive Vice None
Trustee Term expires in 2017. President (since 2008) and Chief
Investment Officer, U.S. (since
2010), of PIM-USA; Executive
Vice President of Pioneer (since
2008); Executive Vice President
of Pioneer Institutional Asset
Management, Inc. (since 2009);
and Portfolio Manager of Pioneer
(since 1999)
------------------------------------------------------------------------------------------------------------------------------------
* Ms. Jones and Mr. Taubes are Interested Trustees because they are officers
or directors of the Trust's investment adviser and certain of its
affiliates.
66 Pioneer High Income Trust | Annual Report | 3/31/15
Advisory Trustee
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (58)** Advisory Trustee since 2014. Chief Investment Officer, 1199 None
SEIU Funds (health care workers
union pension Funds) (2001 -
present); Vice President
-International Investments
Group, American International
Group, Inc. (insurance company)
(1993 - 2001); Vice President,
Corporate Finance and Treasury
Group, Citibank, N.A. (1980 -
1986 and 1990 - 1993); Vice
President - Asset/Liability
Management Group, Federal Farm
Funding Corp.
(government-sponsored Issuer of
debt securities) (1988 - 1990);
Mortgage Strategies Group,
Shearson Lehman Hutton, Inc.
(investment bank) (1987 - 1988);
and Mortgage Securities Group,
Drexel Burnham Lambert, Ltd.
(investment bank) (1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
** Ms. Monchak in a non-voting Advisory Trustee.
Pioneer High Income Trust | Annual Report | 3/31/15 67
Trust Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (50) Since 2003. Serves at the Vice President and Associate None
Secretary and Chief Legal discretion of the Board. General Counsel of Pioneer since
Officer January 2008; Secretary and Chief
Legal Officer of all of the
Pioneer Funds since June 2010;
Assistant Secretary of all of the
Pioneer Funds from September 2003
to May 2010; and Vice President
and Senior Counsel of Pioneer
from July 2002 to December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (54) Since 2010. Serves at the Fund Governance Director of None
Assistant Secretary discretion of the Board. Pioneer since December 2006 and
Assistant Secretary of all the
Pioneer Funds since June 2010;
Manager - Fund Governance of
Pioneer from December 2003 to
November 2006; and Senior
Paralegal of Pioneer from January
2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (52) Since 2010. Serves at the Senior Counsel of Pioneer since None
Assistant Secretary discretion of the Board. May 2013 and Assistant Secretary
of all the Pioneer Funds since
June 2010; and Counsel of Pioneer
from June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (55) Since 2008. Serves at the Vice President - Fund Treasury of None
Treasurer and Chief Financial discretion of the Board. Pioneer; Treasurer of all of the
and Accounting Officer Pioneer Funds since March 2008;
of the Trust Deputy Treasurer of Pioneer from
March 2004 to February 2008; and
Assistant Treasurer of all of the
Pioneer Funds from March 2004 to
February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (49) Since 2002. Serves at the Director - Fund Treasury of None
Assistant Treasurer discretion of the Board. Pioneer; and Assistant Treasurer
of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
68 Pioneer High Income Trust | Annual Report | 3/31/15
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (56) Since 2002. Serves at the Fund Accounting Manager - Fund None
Assistant Treasurer discretion of the Board. Treasury of Pioneer; and
Assistant Treasurer of all of the
Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (35) Since 2009. Serves at the Fund Administration Manager - None
Assistant Treasurer discretion of the Board. Fund Treasury of Pioneer since
November 2008; Assistant
Treasurer of all of the Pioneer
Funds since January 2009; and
Client Service Manager -
Institutional Investor Services
at State Street Bank from March
2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (62) Since 2010. Serves at the Chief Compliance Officer of None
Chief Compliance Officer discretion of the Board. Pioneer and of all the Pioneer
Funds since March 2010; Chief
Compliance Officer of Pioneer
Institutional Asset Management,
Inc. since January 2012; Chief
Compliance Officer of Vanderbilt
Capital Advisors, LLC since July
2012; Director of Adviser and
Portfolio Compliance at Pioneer
since October 2005; and Senior
Compliance Officer for Columbia
Management Advisers, Inc. from
October 2003 to October 2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (44) Since 2006. Serves at the Director - Transfer Agency None
Anti-Money Laundering Officer discretion of the Board. Compliance of Pioneer and
Anti-Money Laundering Officer of
all the Pioneer funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/15 69
This page for your notes.
70 Pioneer High Income Trust | Annual Report | 3/31/15
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/15 71
This page for your notes.
72 Pioneer High Income Trust | Annual Report | 3/31/15
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/15 73
This page for your notes.
74 Pioneer High Income Trust | Annual Report | 3/31/15
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/15 75
This page for your notes.
76 Pioneer High Income Trust | Annual Report | 3/31/15
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) 2015 Pioneer Investments 19206-09-0515
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.
Audit Fees
The audit services provided to the Trust were totaled
approximately $40,803 payable to Deloitte & Touche
LLP for the year ended March 31, 2015 and $38,581
were paid to the former auditor, Ernst & Young LLP
for the year ended March 31, 2014.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
There were no audit related fees and other fees for
the Trust payable to Deloitte & Touche LLP for
the year ended March 31, 2015 and $9,650 were paid to
the former auditor, Ernst & Young LLP for the year
ended March 31, 2014.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax
returns, totaled approximately $9,876 payable to
Deloitte & Touche LLP for the year ended March 31,
2015 and $8,131 were paid to the former auditor,
Ernst & Young LLP for the year ended March 31, 2014.
(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.
Audit-Related Fees and Other Fees
There were no audit related fees and other fees for
the Trust payable to Deloitte & Touche LLP for
the year ended March 31, 2015 and $9,650 were paid to
the former auditor, Ernst & Young LLP for the year
ended March 31, 2014.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into
on or after May 6, 2003, the effective date of the new
SEC pre-approval rules, the Trust's audit committee is
required to pre-approve services to affiliates defined by
SEC rules to the extent that the services are determined
to have a direct impact on the operations or financial
reporting of the Trust. For the years ended March 31, 2015
and 2014, there were no services provided to an affiliate
that required the Trust's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal 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.
The aggregate non-audit fees for the Trust were $9,876
payable to Deloitte & Touche LLP for the year ended
March 31, 2015 and $17,781 were paid to the former
auditor, Ernst & Young LLP for the year ended March 31,
2014.
The Trust's audit committee of the Board of Trustees has
considered whether the provision of non-audit services
that were rendered to the Affiliates (as defined) that were
not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining
the principal accountant's independence.
(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 Fund's audit committee of the Board of Trustees
has considered whether the provision of non-audit
services that were rendered to the Affiliates (as
defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the 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.
roxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
2
Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
11
Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
12
We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
13
We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
16
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.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of March 31, 2015. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NUMBER OF FEE IS FEE IS
NAME OF ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED MANAGED (000'S) BASED BASED (000'S)
------------------- ---------------------------------- ----------- ----------------- ---------------- --------------
Andrew Feltus Other Registered Investment
Companies 12 $12,252,470 N/A N/A
Other Pooled Investment Vehicles 8 $13,852,669 4 10,179,518
Other Accounts 6 $ 1,744,164 N/A N/A
------------------- ---------------------------------- -- ----------- ---------------- ----------
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Pioneer does not
believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Pioneer has adopted procedures that it believes are
reasonably designed to detect and prevent violations of the federal securities
laws and to mitigate the potential for conflicts of interest to affect its
portfolio management decisions, there can be no assurance that all conflicts
will be identified or that all procedures will be effective in mitigating the
potential for such risks. Generally, the risks of such conflicts of interest
are increased to the extent that a portfolio manager has a financial incentive
to favor one account over another. Pioneer has structured its compensation
arrangements in a manner that is intended to limit such potential for conflicts
of interest. See "Compensation of Portfolio Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and consistency with the
accounts' investment objectives and policies. This allocation methodology
necessarily involves some subjective elements but is intended over time to
treat each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata
0
basis. Although Pioneer believes that its practices are reasonably designed to
treat each client in an equitable and fair manner, there may be instances
where a fund may not participate, or may participate to a lesser degree than
other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount that
may influence the market price of the security, accounts that purchased or
sold the security first may receive a more favorable price than accounts
that made subsequent transactions. The less liquid the market for the
security or the greater the percentage that the proposed aggregate purchases
or sales represent of average daily trading volume, the greater the
potential for accounts that make subsequent purchases or sales to receive a
less favorable price. When a portfolio manager intends to trade the same
security on the same day for more than one account, the trades typically are
"bunched," which means that the trades for the individual accounts are
aggregated and each account receives the same price. There are some types of
accounts as to which bunching may not be possible for contractual reasons
(such as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in the
best possible price. Where those accounts or circumstances are involved,
Pioneer will place the order in a manner intended to result in as favorable
a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or to
compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise. For
example, if a portfolio manager purchases a security for one account and
sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Pioneer seeks to avoid such potentially conflicting
situations. However, where a portfolio manager is responsible for accounts
with differing investment objectives and policies, it is possible that the
portfolio manager will conclude that it is in the best interest of one
account to sell a portfolio security while another account continues to hold
or increase the holding in such security.
COMPENSATION OF PORTFOLIO MANAGER
Pioneer has adopted a system of compensation for portfolio managers that seeks
to align the financial interests of the portfolio managers with those of
shareholders of the accounts (including Pioneer funds) the portfolio managers
manage, as well as with the financial performance of Pioneer. The compensation
program for all Pioneer portfolio managers includes a base salary (determined
by the rank and tenure of the employee) and an annual bonus program, as well as
customary benefits that are offered generally to all full-time employees. Base
compensation is fixed and normally reevaluated on an annual basis. Pioneer
seeks to set base compensation at market rates, taking into account the
experience and responsibilities of the portfolio manager. The bonus plan is
intended to provide a competitive level of annual bonus compensation that is
tied to the portfolio manager achieving superior investment performance and
align the interests of
1
the investment professional with those of shareholders, as well as with the
financial performance of Pioneer. Any bonus under the plan is completely
discretionary, with a maximum annual bonus that may be in excess of base
salary. The annual bonus is based upon a combination of the following factors:
o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance
calculation is based on pre-tax investment performance of all of the
accounts managed by the portfolio manager (which includes the fund and any
other accounts managed by the portfolio manager) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending
on December 31. The accounts, which include the fund, are ranked against a
group of mutual funds with similar investment objectives and investment
focus (60%) and a broad-based securities market index measuring the
performance of the same type of securities in which the accounts invest
(40%), which, in the case of the fund, is the Bank of America Merrill Lynch
High Yield Master II Index. As a result of these two benchmarks, the
performance of the portfolio manager for compensation purposes is measured
against the criteria that are relevant to the portfolio manager's
competitive universe.
o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes objectives,
such as effectiveness in the areas of teamwork, leadership, communications
and marketing, that are mutually established and evaluated by each portfolio
manager and management.
o PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial performance,
as well as the investment performance of its investment management group,
affect a portfolio manager's actual bonus by a leverage factor of plus or
minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and
retain key contributors. Senior executives or other key employees are granted
performance units based on the stock price performance of UniCredit and the
financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER
The following table indicates as of March 31, 2015 the value, within the
indicated range, of shares beneficially owned by the portfolio manager of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
Andrew Feltus C
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the 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 & Chief Executive Officer
Date May 29, 2015
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 & Chief Executive Officer
Date May 29, 2015
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date May 29, 2015
* Print the name and title of each signing officer under his or her signature.