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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)
Dorothy E. Bourassa, 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, 2007 through September 30, 2007
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-----------------------
HIGH
INCOME
TRUST
Semiannual
Report
9/30/07
[LOGO] PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 9
Prices and Distributions 10
Performance Update 11
Schedule of Investments 12
Financial Statements 28
Financial Highlights 31
Notes to Financial Statements 33
Results of Shareowner Meeting 45
Trustees, Officers and Service Providers 46
President's
Dear Shareowner,
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Staying diversified and keeping your portfolio invested in the markets are two
general investment principles that have served investors well over time. They
were particularly useful guides during the past year, when an otherwise healthy
long-term bull market was buffeted by problems in the mortgage and banking
industries.
Since mid-year, issues tied to poor underwriting practices in the subprime
sector of the mortgage industry and to problems with risk management by banks
and hedge funds have resulted in increased market volatility and rising concern
about risks to U.S. economic growth.
Even against this backdrop, the long-term performance of major asset classes
remained positive. In the 12 months ending September 30, 2007, equity investors
were generally rewarded as, despite several interim corrections, the Standard &
Poor's 500 Index returned 16%, the Dow Jones Industrial Average returned 22%,
and the NASDAQ Composite Index returned 20%. International developed and
emerging markets equities performed even better, reflecting both a weakening
dollar (which boosts returns for U.S. dollar-based investors) and strong local
currency returns, with the MSCI EAFE Developed Market Index returning 25% and
the MSCI Emerging Markets Index returning 59% over the same 12-month period. The
U.S. bond market, as measured by the Lehman Aggregate Bond Index, returned 5% in
the 12 months ending September 30, 2007. The U.S. high-yield bond market, as
measured by the Merrill Lynch High Yield Bond Master II Index, returned 8% for
the same period, reflecting its higher coupon yield.
U.S. economic growth has slowed in the past year, but this was due as much to
the natural maturation of the cyclical expansion, as U.S. factories approached
full utilization and the labor market approached full employment, as it was to
rising commodity prices or short-term interest rates. This slowdown was,
therefore, not entirely unwelcome, as it reduced the threat of higher inflation.
More recently, however, there has been increasing concern that falling home
prices, and/or disruptions in financial markets pose a larger threat to
continuing economic growth. A weaker U.S. dollar has put upward pressure on some
prices, but it has also benefited exporters and companies competing in the
global marketplace.
Although U.S. economic growth has slowed, growth in the rest of the world
remains relatively strong. In Europe, robust GDP growth driven by a positive
operating environment for European companies, especially exporters, has driven
unemployment lower and supported growing consumption, although concerns about
the impact of the strong Euro are a persistent source of worry. Japanese
economic growth continues, albeit at a muted rate, and the country's
deflationary problems are gradually receding. Economic growth in
2
Letter
emerging market countries remains faster than in the developed world as they
persist in "catching up," led by China, which continues its rise as a world
economic power.
The U.S. Federal Reserve and the world's other central banks have pursued
policies aimed at producing low and stable inflation, believed to be the best
backdrop for steady economic growth and low average unemployment over the long
term. Keeping inflation low is also an important support for stock and bond
valuations, and so central bank policies have also been "investor friendly."
Looking forward, the economic outlook appears generally positive, although real
estate prices, subprime mortgage defaults, and the possibility of a systemic
liquidity/credit crunch all represent sources of risk. Central banks responded
to this summer's liquidity squeeze in the inter-bank and commercial paper
markets by acting as "lenders of last resort" and, in September, the Fed cut
rates to limit the risk of credit market problems spreading to the broader
economy. While falling risk tolerances and reducing leverage may depress asset
prices in the short term, valuations look reasonable if "Wall Street" problems
do not spread to the broader "Main Street" economy.
Sudden swings in the markets are always to be expected. Just as staying
diversified and invested are important investment principles, it is also
important to pay attention to asset allocation. As always, we encourage you to
work closely with your financial advisor to find the mix of stocks, bonds and
money market assets that is aligned to your particular risk tolerance and
investment objective.
Respectfully,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury, President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
3
Pioneer High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/07
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High-yield bonds went through a turbulent period during the six-month fiscal
period ending September 30, 2007. While lower-rated, high-yielding securities
performed relatively well in the early months of the period, in July and August
investors became increasingly uneasy about credit risk because of the rapidly
deteriorating conditions in the subprime mortgage market. However, the U.S.
Federal Reserve ("Fed") intervened, adding liquidity into the financial system
in August and September and restoring stability to the market. The following is
an interview with Andrew Feltus, who discusses the performance of Pioneer High
Income Trust during the six-month period ended September 30, 2007. Mr. Feltus is
responsible for the daily management of the Trust.
Q: How did the Fund perform during the six months ended September 30, 2007?
A: The Trust produced a total return of -0.30% at net asset value during the
six months, trailing the benchmark Merrill Lynch High Yield Master II
Index, which returned 0.63% for the same period. At market price, the Trust
returned -1.28% over the same period, with shares selling at a 6.2% premium
to their net asset value on September 30, 2007. The Trust's SEC yield on
September 30, 2007 was 11.11%.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: What were the principal factors that influenced the Trust's performance
during the six months ended September 30, 2007?
A: The six-month period began in early April with a generally favorable
environment, as healthy economic growth and improving corporate
profitability continued to support the valuations of corporate securities,
including high-yield bonds. But conditions changed abruptly in the summer
as weakness in the housing industry and a growing awareness of problems in
the subprime mortgage
4
Pioneer High Income Trust
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market began to cause problems throughout the credit markets. The
high-yield market was particularly hard-hit because of a developing large
supply of new bonds associated with leveraged buyouts in the high-yield
pipeline. As credit fears rose, investors moved in a general flight to
quality toward the highest-rated securities. However, the market began
recovering in mid-August as the Fed started to inject additional liquidity
into the capital markets. In September, the Fed cut the benchmark Fed funds
rate from 5.25% to 4.75% and made a similar cut in the discount rate, which
also had been reduced a month earlier. Despite a recovery late in the
period after the Fed's intervention, high-yield bond investments still
tended to lose value over the period, although the income produced by bonds
in most cases either largely or fully compensated for the price erosion. On
a total return basis, investment results were close to flat for the six
months.
The primary factor in the Trust's underperformance was its use of leverage,
or borrowing, to finance part of its investments in high-yield bonds.
Leverage accounted for almost 25% of total invested assets. The use of
leverage typically helps support performance when high yield bonds are
performing well. However, during a period when returns from high yielding
bonds were relatively flat, the performance of investments was not
sufficient to compensate for the costs of borrowing money to invest.
Because of the Trust's income orientation, we tend to emphasize
shorter-maturity high-yielding bonds, and so we were positioned relatively
defensively prior to the market decline in July and August. Moreover, we
had allowed our investments in emerging market securities to decline as we
became aware of the potential for some type of correction in the high-yield
market because of housing-related concerns.
At the end of the six-month period, 75.3% of Trust assets were invested in
U.S. high-yielding corporate bonds, and 8.2% were invested in emerging
market debt and high-yield corporate bonds from developed markets. Most
remaining assets were invested in investment-grade corporate bonds, bank
loans and other lower risk investments. Average credit quality of Trust
holdings was B-, as of September 30, 2007. On September 30, 2007, the
portfolio's effective duration was 3.81 years, with Trust holdings having
an
5
Pioneer High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/07 (continued)
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average maturity of 5.91 years. (Duration is a measure of a bond's price
sensitivity to changes in interest rates.)
Q: What types of investments tended to have the greatest influence on the
Trust's performance during the six months ended September 30, 2007?
A: The Trust's relatively defensive positioning and good security selection
tended to buffer the Trust's portfolio from the most severe effects of the
market volatility. We had, for example, no defaults or significant
credit-related problems among the Trust's holdings. Nevertheless, we did
have some disappointments. Our investments in two casino and hotel
operators - Trump Entertainment and Tropicana Casinos and Resorts - both
decreased in value. The Trump bonds lost value when an anticipated sale of
the company failed to materialize, while Tropicana produced weak operating
costs at a time when it was investing significant sums in property
renovations. Bonds of LandSource, a land bank that was the result of a
joint venture by home builder Lennar Corp and the California Public
Employees' Retirement System (CALPERS), performed poorly when the bank's
real estate holdings in California lost value because of the real estate
slump.
We also, however, had some positive contributors. Several holdings gained
value when the issuing companies or their acquirers announced plans to
reduce their debt. Bonds issued by Compucom (CRH Holding), a computer
services company, rose when the bonds were bought back by the issuing
company upon the sale of Compucom in a transaction known as a "tender
offer." Securities of Hexion also appreciated when the company announced it
would be acquiring its debt in a tender offering by that company.
Similarly, bonds issued by financial services company J.G. Wentworth
outperformed as the company issued new equity and reduced its debt.
Meanwhile bonds of Inpcomex, a computer marketing company servicing Latin
America, announced that it would be lowering its debt as part of its
initial public stock offering. The acquisitions of two utilities also
resulted in gains for the Trust. Mirant Jamaica, a Jamaican utility, was
acquired by a corporation with a higher credit rating, while Rural Cellular
Corp. was purchased by Verizon Wireless.
6
Pioneer High Income Trust
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Q: What is your outlook?
A: A number of significant factors appear to support the valuations of
corporate high-yield bonds in the United States. After the underperformance
of the past six months, high-yield bonds are more attractively priced than
they have been in recent years. While the economic expansion appears to be
decelerating, it remains vital, and we do not believe a recession is
likely. Corporate profits also remain solid. Bonds of foreign high-yield
bonds and of emerging market debt also appear to be reasonably priced. We
think the Trust is well positioned for a changing environment of
persistent, if slowing, economic growth in the United States.
We also are comfortable with the Trust's current dividend level. Higher
yields are available in the market, and the costs of borrowing have been
reduced because of the Fed's actions. However, we also must remind
shareowners that if short-term interest rates were to rise, the Trust's
borrowing costs would increase, potentially affecting the dividend level.
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk. The Trust may invest in securities of issuers that
are in default or that are in bankruptcy.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
When interest rates rise, the prices of fixed-income securities in the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities in the Trust will generally rise. Investments in the
Trust are subject to possible loss due to the financial failure of underlying
securities and their inability to meet their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the times
when the Trust believes it is desirable to do so and their market price is
generally more volatile than that of more liquid securities. Illiquid securities
are also more difficult to value and investment of the Trust's assets in
illiquid securities may restrict the Trust's ability to take advantage of market
opportunities.
7
Pioneer High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 9/30/07 (continued)
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The Trust may use leverage through the issuance of preferred shares with an
aggregate liquidation preference of up to 331/3% of the Trust's total assets
after such issuance. Leverage creates significant risks, including the risk that
the Trust's income or capital appreciation will not be sufficient to cover the
cost of leverage, which may adversely affect the return for the holders of
common shares.
Risks of investing in the Trust are discussed in greater detail in the Trust's
registration statement on Form N-2 relating to its common shares.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
8
Pioneer High Income Trust
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PORTFOLIO SUMMARY 9/30/07
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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 84.9%
Municipal Bonds 5.2%
Temporary Cash Investments 3.5%
Floating Rate Loan Interests 3.1%
Sovereign Debt Obligations 1.6%
Municipal Collateralized Debt Obligations 0.6%
Common Stocks 0.3%
Convertible Bonds 0.3%
Fixed Rate Loan Interests 0.2%
Collateralized Mortgage Obligations 0.2%
Warrants 0.1%
Portfolio Maturity
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(As a percentage of long-term holdings)
[The following data was represented as a pie chart in the printed material]
4-6 Years 46.3%
1-3 Years 20.7%
3-4 Years 17.0%
0-1 Year 8.1%
6-8 Years 4.5%
8+ Years 3.4%
The portfolio is actively managed, and current holdings may be different.
9
Pioneer High Income Trust
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PRICES AND DISTRIBUTIONS 9/30/07
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Share Prices and Distributions
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Market Value
per Common Share 9/30/07 3/31/07
$16.74 $17.84
Net Asset Value
per Common Share 9/30/07 3/31/07
$15.76 $16.63
Net
Distributions per Investment Short-Term Long-Term
Common Share Income Capital Gains Capital Gains
(4/1/07 - 9/30/07) $0.825 $ - $ -
10 Largest Holdings
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(As a percentage of long-term holdings)*
1. Xerox Capital Trust I, 8.0%, 2/1/27 2.12%
2. NCO Group, Inc., 11.875%, 11/15/14 1.56
3. Seabulk International, Inc., 9.5%, 8/15/13 1.52
4. GATX Financial Corp., 8.875%, 6/1/09 1.50
5. Eschelon Operating Co., 8.375%, 3/15/10 1.35
6. Cricket Communications, Inc., 9.375%, 11/1/14 1.24
7. Cia Brasileira de Bebida, 10.5%, 12/15/11 1.23
8. Baytex Energy, Ltd., 9.625%, 7/15/10 1.21
9. Builders FirstSource, Inc., 9.808%, 2/15/12 1.05
10. Waste Services, Inc., 9.5%, 4/15/14 1.03
* This list excludes temporary cash and derivative investments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
10
Pioneer High Income Trust
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PERFORMANCE UPDATE 9/30/07
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Investment Returns
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The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust, compared to that of the Merrill Lynch High
Yield Master II Index.
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Cumulative Total Returns
(As of September 30, 2007)
Net Asset Market
Period Value (NAV) Price
Life-of-Trust
(4/26/02) 98.98% 101.90%
5 Years 124.12 122.54
1 Year 8.31 4.43
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[The following data was represented as a line graph in the printed material]
Value of $10,000 Investment
Merrill Lynch
Pioneer High Yield
High Income Master II
Trust Index
4/02 $ 10,013 $ 10,000
9/03 11,973 11,481
9/05 15,990 13,763
9/07 20,190 16,004
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below net asset value ("NAV"), due to such factors as
interest rate changes, and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one-time public offering and, once issued, shares of closed-end funds are sold
in the open market through a stock exchange and frequently trade at prices lower
than their NAV. NAV is total assets less total liabilities, which includes
preferred shares, divided by the number of common shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends are
assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the redemption of Trust
shares.
Index comparison begins April 30, 2002. The Merrill Lynch High Yield Master II
Index is a commonly accepted measure of the performance of high yield
securities. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
11
Pioneer High Income Trust
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SCHEDULE OF INVESTMENTS 9/30/07 (unaudited)
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Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
COLLATERIZED MORTGAGE OBLIGATIONS - 0.3% of Net Assets
Diversified Financials - 0.3%
1,245,000 BB/Ba3 DB Master Finance LLC, 8.285%, 6/20/31 (144A) $ 1,278,753
------------
TOTAL COLLATERIZED MORTGAGE OBLIGATIONS
(Cost $1,268,026) $ 1,278,753
------------
CORPORATE BONDS & NOTES - 115.7% of Net Assets
Energy - 15.8%
Oil & Gas Drilling - 2.9%
4,400,000 NR/NR DDI Holding AS, 9.3%, 1/19/12 (144A) $ 4,532,000
2,500,000 NR/NR Norse Energy Corp. ASA, 6.5%, 7/14/11 (144A) 2,075,000
NOK 3,000,000 NR/NR Norse Energy Corp. ASA, 10.0%, 7/13/10 550,509
NOK 11,500,000 NR/NR Petrojack AS, 11.0%, 4/19/10 2,099,682
3,500,000 NR/NR Skeie Drilling & Production ASA, 11.25%, 3/8/13 3,360,000
------------
$ 12,617,191
------------
Oil & Gas Equipment & Services - 2.4%
600,000(a) NR/NR DP Producer AS, 11.669%, 12/5/11 (144A) $ 582,000
1,100,000 NR/NR Nexus 1 Pte, Ltd., 10.5%, 3/7/12 (144A) 1,100,000
NOK 11,500,000 NR/NR Norwegian Energy Co. AS, 11.0%, 7/13/10 (144A) 2,089,077
2,000,000 NR/NR Sevan Marine ASA, 9.25%, 12/20/11 (144A) 2,000,000
4,540,000 NR/NR White Pine Hydro Portfolio LLC, 7.26%,
7/20/15 (144A) 4,502,563
------------
$ 10,273,640
------------
Integrated Oil & Gas - 0.5%
2,070,000 NR/B2 Tristan Oil, Ltd., 10.5%, 1/1/12 (144A) $ 1,956,150
------------
Oil & Gas Exploration & Production - 6.1%
6,584,000 B-/B3 Baytex Energy, Ltd., 9.625%, 7/15/10 $ 6,781,520
3,200,000 NR/NR Biofuel Energy ASA, 10.0%, 6/7/12 3,168,000
1,250,000 B/B3 Hilcorp Energy I, LP, 9.0%, 6/1/16 (144A) 1,275,000
4,500,000 BBB-/Ba1 Methanex Corp., 8.75%, 8/15/12 4,770,000
1,300,000 B-/Caa1 Parallel Petroleum Corp., 10.25%, 8/1/14 (144A) 1,313,000
500,000(a) NR/NR PetroProd, Ltd., 11.36%, 1/12/12 (144A) 492,500
5,300,000 B-/Caa2 PetroQuest Energy, Inc., 10.375%, 5/15/12 5,392,750
3,135,000 B-/Caa2 Stone Energy Corp., 6.75%, 12/15/14 2,899,875
------------
$ 26,092,645
------------
Oil & Gas Refining & Marketing - 2.6%
6,075,000 B-/B3 Aventine Renewable Energy Holdings, Inc.,
10.0%, 4/1/17 $ 5,497,875
1,425,000 B-/B3 VeraSun Energy Corp., 9.375%, 6/1/17 (144A) 1,225,500
4,280,000 B+/Ba2 VeraSun Energy Corp., 9.875%, 12/15/12 4,322,800
------------
$ 11,046,175
------------
12 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
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Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Oil & Gas Storage & Transportation - 0.7%
2,130,000 NR/B1 SemGroup L.P., 8.75%, 11/15/15 (144A) $ 2,082,075
820,000 CCC+/B3 Targa Resources, Inc., 8.5%, 11/1/13 (144A) 820,000
------------
$ 2,902,075
------------
Coal & Consumable Fuels - 0.6%
3,000,000 B+/B2 Massey Energy Co., 6.875%, 12/15/13 $ 2,797,500
------------
Total Energy $ 67,685,376
------------
Materials - 18.7%
Commodity Chemicals - 2.8%
4,635,000 B+/B1 ARCO Chemical Co., 9.8%, 2/1/20 $ 4,588,650
4,860,000(l) CCC+/B3 Georgia Gulf Corp., 10.75%, 10/15/16 4,228,200
3,150,000 BB-/Ba3 Invista, 9.25%, 5/1/12 (144A) 3,307,500
------------
$ 12,124,350
------------
Diversified Chemicals - 2.8%
4,950,000 B/B2 Basell Finance Co., 8.1%, 3/15/27 (144A) $ 4,306,500
3,000,000 B/B3 Hexion US Finance Corp./Hexion Nova Scotia
Finance ULC, 9.75%, 11/15/14 3,300,000
EURO 350,000 B-/B3 Ineos Group Holdings Plc, 7.875%, 2/15/16 (144A) 465,399
2,500,000 B-/B3 Ineos Group Holdings Plc., 8.5%, 2/15/16 (144A) 2,393,750
EURO 1,190,000 B/B2 Nell AF S.a.r.l., 8.375%, 8/15/15 (144A) 1,573,895
------------
$ 12,039,544
------------
Specialty Chemicals - 0.9%
785,000 CCC+/Caa1 MacDermid, Inc., 9.5%, 4/15/07 (144A) $ 757,525
3,300,000 B/B1 Tronox Worldwide LLC, 9.5%, 12/1/12 3,291,750
------------
$ 4,049,275
------------
Construction Materials - 2.5%
4,500,000 B/B2 AGY Holding Corp., 11.0%, 11/15/14 (144A) $ 4,488,750
825,000 NR/NR Blaze Recycling & Metals LLC, 10.875%,
7/15/12 (144A) 825,000
1,500,000 CCC+/Caa1 Panolam Industries International, Inc., 10.75%,
10/1/13 (144A) 1,425,000
4,185,000 B-/B2 U.S. Concrete, Inc., 8.375%, 4/1/14 3,892,050
------------
$ 10,630,800
------------
Paper Packaging - 3.1%
5,450,000 B-/B3 Exopack Holding Corp., 11.25%, 2/1/14 $ 5,695,250
5,540,000 B-/B3 Graphic Packaging International, Inc.,
9.5%, 8/15/13 5,692,350
2,150,000 B/B3 U.S. Corrugated, Inc., 10.0%, 6/1/13 1,999,500
------------
$ 13,387,100
------------
The accompanying notes are an integral part of these financial statements. 13
Pioneer High Income Trust
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SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
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Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Aluminum - 1.4%
2,035,000 B-/Caa1 Aleris International, Inc., 10.0%, 12/15/16 $ 1,800,975
1,200,000 BB-/B1 Asia Aluminum Holdings, Ltd., 8.0%,
12/23/11 (144A) 1,167,000
3,180,000 B/Caa1 Indalex Holding Corp., 11.5%, 2/1/14 2,989,200
------------
$ 5,957,175
------------
Diversified Metals & Mining - 3.1%
3,300,000 B-/B3 American Rock Salt Co. LLC, 9.5%, 3/15/14 $ 3,374,250
3,000,000 BB-/Ba3 FMG Finance Pty., Ltd., 10.625%, 9/1/16 (144A) 3,532,500
1,505,000(a)(b) CCC+/B3 Noranda Aluminium Acquisition Corp., 9.36%,
5/15/15 (144A) 1,414,700
3,050,000 B-/B3 PNA Group, Inc., 10.75%, 9/1/16 3,111,000
1,870,000(a) B-/Caa1 PNA Intermediate Holding Corp., 12.558%,
2/15/13 (144A) 1,832,600
------------
$ 13,265,050
------------
Steel - 1.7%
4,205,000 B-/Caa1 Algoma Acquisition Corp., 9.875%,
6/15/15 (144A) $ 3,742,450
2,900,000 BB/Ba2 CSN Islands VIII Corp., 9.75%, 12/16/13 (144A) 3,306,000
------------
$ 7,048,450
------------
Forest Products - 0.4%
1,645,000 B-/B3 Mandra Forestry Holdings, Ltd., 12.0%,
5/15/13 (144A) $ 1,595,650
------------
Total Materials $ 80,097,394
------------
Capital Goods - 8.6%
Building Products - 1.9%
6,135,000(a) B+/B2 Builders FirstSource, Inc., 9.808%, 2/15/12 $ 5,904,938
2,500,000 B/B3 Industrias Unidas SA de CV, 11.5%,
11/15/16 (144A) 2,337,500
------------
$ 8,242,438
------------
Electrical Components & Equipment - 0.7%
660,000 B/B3 Baldor Electric Co., 8.625%, 2/15/17 $ 689,700
2,270,000(c) NR/B3 Caiua Servicos Electricidad SA, 11.125% (144A) 2,272,837
------------
$ 2,962,537
------------
Heavy Electrical Equipment - 2.1%
4,790,000 B/B2 Altra Industrial Motion, 9.0%, 12/1/11 $ 4,855,862
3,975,000 B-/B3 Hawk Corp., 8.75%, 11/1/14 4,024,687
------------
$ 8,880,549
------------
14 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Construction & Farm Machinery & Heavy Truck - 3.9%
4,900,000 B-/B3 Accuride Corp., 8.5%, 2/1/15 $ 4,704,000
3,250,000 B+/B1 Commercial Vehicle Group, Inc., 8.0%, 7/1/13 3,071,250
1,520,000 B/B2 Esco Corp., 8.625%, 12/15/13 (144A) 1,497,200
1,750,000 B+/B2 Greenbrier Companies, Inc., 8.375%, 5/15/15 1,745,625
1,000,000(d) CCC+/Caa2 Stanadyne Corp., 0.0%, 2/15/15 805,000
4,690,000 CCC+/Caa1 Stanadyne Corp., 10.0%, 8/15/14 4,713,450
------------
$ 16,536,525
------------
Total Capital Goods $ 36,622,049
------------
Commercial Services & Supplies - 6.2%
Diversified Commercial & Professional Services - 3.5%
3,500,000 CCC+/Caa1 Allied Security Escrow, 11.375%, 7/15/11 $ 3,500,000
1,050,000 B-/B3 Mobile Services Group, Inc., 9.75%,
8/1/14 (144A) 1,050,000
9,000,000 B-/Caa1 NCO Group, Inc., 11.875%, 11/15/14 8,752,500
1,565,000 B-/B3 Park-Ohio Industries, Inc., 8.375%, 11/15/14 1,510,225
------------
$ 14,812,725
------------
Environmental & Facilities Services - 2.7%
4,088,000 BB-/Ba3 Clean Harbors, Inc., 11.25%, 7/15/12 $ 4,496,175
1,275,000(a) NR/NR Ohio Air Quality Development Authority Revenue,
10.36%, 6/8/22 (144A) 1,249,500
5,800,000 CCC+/Caa1 Waste Services, Inc., 9.5%, 4/15/14 5,800,000
------------
$ 11,545,675
------------
Total Commercial Services & Supplies $ 26,358,400
------------
Transportation - 4.8%
Air Freight & Logistics - 0.9%
2,000,000 B-/B3 CEVA Group Plc, 10.0%, 9/1/14 (144A) $ 2,000,000
EURO 1,545,000 CCC+/Caa1 CEVA Group Plc, 10.0%, 12/1/16 (144A) 1,884,120
------------
$ 3,884,120
------------
Airlines - 0.6%
976,135 CCC+/B3 American Airlines, Inc., 7.379%, 11/23/17 $ 910,245
817,814 B+/B1 Continental Airlines, Inc., Series B,
8.499%, 11/1/12 817,814
1,000,000(c) NR/Ba2 GOL Finance, 8.75% (144A) 992,500
------------
$ 2,720,559
------------
Marine - 2.7%
8,000,000 BBB-/Ba1 Seabulk International, Inc., 9.5%, 8/15/13 $ 8,540,000
2,900,000 B-/B3 Trailer Bridge, Inc., 9.25%, 11/15/11 2,871,000
------------
$ 11,411,000
------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Railroads - 0.6%
2,250,000 NR/B2 Kansas City Southern de Mexico, 9.375%, 5/1/12 $ 2,356,875
------------
Total Transportation $ 20,372,554
------------
Automobiles & Components - 1.2%
Auto Parts & Equipment - 1.2%
5,965,000(l) CCC+/Caa1 Cooper-Standard Automotive, Inc.,
8.375%, 12/15/14 $ 5,189,550
------------
Total Automobiles & Components $ 5,189,550
------------
Consumer Durables & Apparel - 1.7%
Homebuilding - 1.0%
2,000,000 BB/Ba3 Meritage Homes Corp., 6.25%, 3/15/15 $ 1,560,000
600,000 B/Caa1 William Lyon Homes, Inc., 7.5%, 2/15/14 396,000
3,200,000 B/Caa1 William Lyon Homes, Inc., 7.625%, 12/15/12 2,176,000
------------
$ 4,132,000
------------
Housewares & Specialties - 0.7%
3,450,000(l) CCC+/Caa1 Yankee Acquisition Corp., 9.75%, 2/15/17 $ 3,260,250
------------
Total Consumer Durables & Apparel $ 7,392,250
------------
Consumer Services - 5.2%
Casinos & Gaming - 4.8%
2,000,000 B/B2 Buffalo Thunder Development Authority, 9.375%,
12/15/14 (144A) $ 1,880,000
1,400,000 CCC+/Caa1 Fontainebleau Las Vegas Holdings LLC/
Fontainebleau Las Vegas Capital Corp., 10.25%,
6/15/15 (144A) 1,312,500
1,675,000 B+/B1 Galaxy Entertainment Finance Co., Ltd., 9.875%,
12/15/12 (144A) 1,725,250
4,500,000 B/B2 Little Traverse Bay Bands of Odawa Indians,
10.25%, 2/15/14 (144A) 4,590,000
1,700,000 B/B3 Pokagon Gaming Authority, 10.375%,
6/15/14 (144A) 1,865,750
1,750,000 B/B3 Shingle Springs Tribal Gaming Authority, 9.375%,
6/15/15 (144A) 1,767,500
2,450,000(l) B/Caa1 Trump Entertainment Resorts, Inc., 8.5%, 6/1/15 2,039,625
6,800,000 CCC+/Caa1 Wimar Opco LLC, 9.625%, 12/15/14 (144A) 5,270,000
------------
$ 20,450,625
------------
Hotels, Resorts & Cruise Lines - 0.4%
2,000,000(a) B+/B2 HRP Myrtle Beach Operations LLC, 10.07%,
4/1/12 (144A) $ 1,920,000
------------
Total Consumer Services $ 22,370,625
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Media - 5.1%
Broadcasting & Cable Television - 2.5%
3,200,000 CCC/Caa2 CCH I Holdings LLC, 11.0%, 10/1/15 $ 3,240,000
1,500,000 CCC/Caa2 CCH II Holdings LLC, 10.25%, 9/15/10 1,560,000
EURO 3,750,000 B-/B2 Kabel Deutschland GmbH, 10.75%, 7/1/14 5,786,379
------------
$ 10,586,379
------------
Publishing - 2.6%
1,710,237(b) CCC+/Caa1 AAC Group Holding Corp., 14.75%, 10/1/12 $ 1,676,032
4,835,000 B/B2 Sheridan Acquisition Corp., 10.25%, 8/15/11 4,877,306
1,400,000 CCC+/Caa1 TL Acquisitions, Inc., 10.5%, 1/15/15 (144A) 1,382,500
3,700,000(d) B-/B3 Visant Holding Corp., 0.0%, 12/1/13 3,441,000
------------
$ 11,376,838
------------
Total Media $ 21,963,217
------------
Retailing - 2.4%
Distributors - 1.3%
4,735,000 B-/B3 Intcomex, Inc., 11.75%, 1/15/11 $ 4,829,700
820,000 CCC/Caa1 KAR Holdings, Inc., 10.0%, 5/1/15 (144A) 768,750
------------
$ 5,598,450
------------
Specialty Stores - 1.1%
4,615,000(l) CCC+/Caa1 Sally Holdings LLC, 10.5%, 11/15/16 $ 4,615,000
------------
Total Retailing $ 10,213,450
------------
Food & Staples Retailing - 0.8%
Drug Retail - 0.8%
3,350,000 CC/Caa3 Duane Reade, Inc., 9.75%, 8/1/11 $ 3,207,625
------------
Total Food & Staples Retailing $ 3,207,625
------------
Food, Beverage & Tobacco - 3.0%
Brewers - 1.6%
5,885,000 BBB/Baa1 Cia Brasileira de Bebida, 10.5%, 12/15/11 $ 6,936,944
------------
Agricultural Products - 0.4%
1,000,000(c) BB/Ba2 Cosan SA Industria e Comercio, 8.25% (144A) $ 990,000
500,000 B+/B1 Marfrig Overseas, Ltd., 9.625%, 11/16/16 (144A) 516,250
------------
$ 1,506,250
------------
Packaged Foods & Meats - 0.7%
775,000 B+/Ba3 Bertin, Ltd., 10.25%, 10/5/16 (144A) $ 829,250
2,410,000 B/NR Minerva Overseas, Ltd., 9.5%, 2/1/17 (144A) 2,379,875
------------
$ 3,209,125
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Tobacco - 0.3%
1,230,000 B/B2 Alliance One International, Inc., 8.5%,
5/15/12 (144A) $ 1,205,400
------------
Total Food, Beverage & Tobacco $ 12,857,719
------------
Health Care Equipment & Services - 6.8%
Health Care Equipment & Services - 0.6%
2,875,000 CCC+/Caa2 Accellent, Inc., 10.5%, 12/1/13 $ 2,659,375
------------
Health Care Supplies - 0.6%
2,900,000(a) CCC+/B3 Medical Services Co., 12.86%, 10/15/11 $ 2,711,500
------------
Health Care Services - 2.2%
2,160,000 B-/B3 AMR HoldCo/Emcare HoldCo, 10.0%, 2/15/15 $ 2,289,600
4,055,000 CCC+/B3 Rural/Metro Corp., 9.875%, 3/15/15 3,852,250
1,880,000(b) CCC+/B3 Surgical Care Affiliates, Inc., 8.875%,
7/15/15 (144A) 1,786,000
1,475,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%,
7/15/17 (144A) 1,416,000
------------
$ 9,343,850
------------
Health Care Facilities - 2.4%
1,200,000 B-/B3 Community Health Systems, Inc., 8.875%,
7/15/15 (144A) $ 1,233,000
3,800,000 CCC+/Caa1 Hanger Orthopedic Group, Inc., 10.25%, 6/1/14 3,895,000
2,555,000(b) BB-/B2 HCA, Inc., 9.625%, 11/15/16 (144A) 2,727,463
130,000 B-/B3 Psychiatric Solutions, Inc., 7.75%, 7/15/15 131,625
2,000,000 B-/B3 Psychiatric Solutions, Inc., 7.75%, 7/15/15 2,025,000
------------
$ 10,012,088
------------
Managed Health Care - 1.0%
4,400,000 B-/Caa1 Multiplan, Inc., 10.375%, 4/15/16 (144A) $ 4,400,000
------------
Total Health Care Equipment & Services $ 29,126,813
------------
Pharmaceuticals & Biotechnology & Life Sciences - 3.0%
Biotechnology - 0.8%
3,500,000(l) CCC/B3 Angiotech Pharmaceuticals, Inc., 7.75%, 4/1/14 $ 3,202,500
------------
Pharmaceuticals - 2.2%
2,000,000 B-/B2 Phibro Animal Health Corp., 10.0%, 8/1/13 (144A) $ 2,030,000
3,000,000 CCC+/Caa1 Phibro Animal Health Corp., 13.0%, 8/1/14 (144A) 3,060,000
4,317,000 B-/B3 Warner Chilcott Corp., 8.75%, 2/1/15 4,468,095
------------
$ 9,558,095
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 12,760,595
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Banks - 0.4%
Diversified Banks - 0.4%
1,750,000(a)(c) NR/B2 ALB Finance BV, 9.375% $ 1,455,738
400,000(a) NR/Ba1 Banco Macro SA, 10.75%, 6/7/12 316,000
------------
Total Banks $ 1,771,738
------------
Diversified Financials - 4.9%
Other Diversified Financial Services - 0.1%
605,000 B-/Caa1 PGS Solutions, Inc., 9.625%, 2/15/15 (144A) $ 564,163
------------
Specialized Finance - 2.0%
7,950,000 BBB+/Baa1 GATX Financial Corp., 8.875%, 6/1/09 $ 8,455,930
------------
Consumer Finance - 2.8%
4,770,000 B-/Caa1 ACE Cash Express, Inc., 10.25%, 10/1/14 (144A) $ 4,781,925
1,300,000 B+/Ba3 AmeriCredit Corp., 8.5%, 7/1/15 (144A) 1,150,500
3,000,000 B/B1 Ford Motor Credit Co., 7.875%, 6/15/10 2,932,572
3,000,000(a) B/B1 Ford Motor Credit Co., 9.81%, 4/15/12 3,104,958
------------
$ 11,969,955
------------
Total Diversified Financials $ 20,990,048
------------
Insurance - 3.8%
Insurance Brokers - 0.9%
3,465,000 CCC+/Caa1 HUB International Holdings, Inc., 10.25%,
6/15/15 (144A) $ 3,222,450
885,000 CCC/Caa1 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 794,288
------------
$ 4,016,738
------------
Life & Health Insurance - 1.3%
5,725,000 B/B2 Presidential Life Corp., 7.875%, 2/15/09 $ 5,725,000
------------
Multi-Line Insurance - 1.3%
5,300,000 BB+/Ba1 Allmerica Financial Corp., 7.625%, 10/15/25 $ 5,499,105
------------
Reinsurance - 0.3%
750,000(a) BB/NR Foundation Re, Ltd., 9.62%, 11/24/08 (144A) $ 729,540
500,000(a) B-/NR Residential Reinsurance 2005, 14.071%,
6/6/08 (144A) 482,375
------------
$ 1,211,915
------------
Total Insurance $ 16,452,758
------------
Real Estate - 0.0%
Real Estate Management & Development - 0.0%
225,000(a) B+/NR Alto Palermo SA, 11.0%, 6/11/12 (144A) $ 194,063
------------
Total Real Estate $ 194,063
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Software & Services - 2.5%
IT Consulting & Other Services - 1.0%
4,450(e) CCC+/B2 MSX International UK/MXS International Business
Services FR/MXS International GmbH, 12.5%,
4/1/12 (144A) $ 4,316,500
------------
Data Processing & Outsourced Services - 1.3%
640,000 CCC+/Caa1 iPayment, Inc., 9.75%, 5/15/14 $ 611,200
5,745,000 CCC+/Caa1 Pegasus Solutions, Inc., 10.5%, 4/15/15 (144A) 5,170,500
------------
$ 5,781,700
------------
Application Software - 0.2%
810,000 CCC+/Caa1 Open Solutions, Inc., 9.75%, 2/1/15 (144A) $ 779,625
------------
Total Software & Services $ 10,877,825
------------
Technology Hardware & Equipment - 3.4%
Computer Hardware - 0.6%
3,145,000 CCC+/Caa1 Activant Solutions, Inc., 9.5%, 5/1/16 $ 2,767,600
------------
Office Electronics - 2.8%
11,830,000 BB/Ba1 Xerox Capital Trust I, 8.0%, 2/1/27 $ 11,934,826
------------
Total Technology Hardware & Equipment $ 14,702,426
------------
Semiconductors & Semiconductor Equipment - 0.7%
Semiconductors - 0.7%
1,000,000(a)(b) B/B1 Freescale Semiconductor, Inc., 9.875%, 12/15/14 $ 925,000
2,000,000(l) B/B2 Freescale Semiconductor, Inc., 10.125%, 12/15/16 1,860,000
------------
Total Semiconductors &
Semiconductor Equipment $ 2,785,000
------------
Telecommunication Services - 13.4%
Alternative Carriers - 0.7%
3,120,000 CCC+/Caa1 PAETEC Holding Corp., 9.5%, 7/15/15 (144A) $ 3,120,000
------------
Integrated Telecommunication Services - 2.8%
7,149,000 B-/B2 Eschelon Operating Co., 8.375%, 3/15/10 $ 7,577,940
4,070,000 B-/B3 GC Impsat Holdings I Plc, 9.875%,
2/15/17 (144A) 3,835,975
691,000 NR/Baa3 Tele Norte Leste Participacoes SA,
8.0%, 12/18/13 732,460
------------
$ 12,146,375
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Wireless Telecommunication Services - 9.9%
4,165,000 CCC+/B3 Broadview Networks Holdings, Inc., 11.375%,
9/1/12 (144A) $ 4,321,187
1,625,000 CCC+/Caa3 Cell C Property, Ltd., 11.0%, 7/1/15 (144A) 1,373,125
2,855,000(a) CCC+/Caa1 Cleveland Unlimited, Inc., 13.944%,
12/15/10 (144A) 3,033,437
6,900,000 CCC/Caa1 Cricket Communications, Inc., 9.375%, 11/1/14 7,003,500
1,500,000 NR/B3 Digicel, Ltd., 9.25%, 9/1/12 (144A) 1,541,250
2,500,000(a) CCC+/Caa1 Hellas Telecommunications Luxembourg II,
11.11%, 1/15/15 (144A) 2,418,750
5,000,000 B-/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 5,037,500
2,200,000(d) B+/B1 Inmarsat Finance II Plc, 0.0%, 11/15/12 2,106,500
3,200,000(d) B-/B3 Intelsat Intermediate Holding Co., Ltd.,
0.0%, 2/1/15 2,632,000
3,230,000 BB-/Ba3 Mobile Telesystems, 9.75%, 1/30/08 (144A) 3,258,747
3,000,000(a) CCC/Caa2 Rural Cellular Corp., 11.106%, 11/1/12 3,060,000
3,200,000 B-/B3 Stratos Global Corp., 9.875%, 2/15/13 3,368,000
3,020,000 B/B1 True Move Co, Ltd., 10.75%, 12/16/13 (144A) 3,048,992
------------
$ 42,202,988
------------
Total Telecommunication Services $ 57,469,363
------------
Utilities - 3.3%
Electric Utilities - 2.9%
2,000,000 BB-/Ba2 Aes Chivor SA ESP, 9.75%, 12/30/14 (144A) $ 2,205,000
3,800,000 BB-/Ba3 Intergen NV, 9.0%, 6/30/17 (144A) 3,990,000
1,500,000 NR/NR Mirant JPSCo. Finance, Ltd., 11.0%,
7/6/16 (144A) 1,590,000
4,324,500 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 4,394,773
------------
$ 12,179,773
------------
Multi-Utilities - 0.4%
2,175,000(a) NR/NR Power Contract Financing III LLC, 1.332%,
2/5/10 (144A) $ 1,761,750
------------
Total Utilities $ 13,941,523
------------
TOTAL CORPORATE BONDS & NOTES
(Cost $485,556,774) $495,402,361
------------
CONVERTIBLE BONDS & NOTES - 0.4% of Net Assets
Software & Services - 0.4%
Systems Software - 0.4%
1,400,000 NR/NR Macrovision Corp., 2.625%, 8/15/11 (144A) $ 1,522,500
------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $1,400,000) $ 1,522,500
------------
The accompanying notes are an integral part of these financial statements. 21
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
MUNICIPAL BONDS - 7.0% of Net Assets
Indiana - 1.4%
1,650,000 BBB/Ba1 East Chicago Industrial Pollution Control Revenue,
7.0%, 1/1/14 $ 1,715,225
4,250,000 BBB/Ba1 Indiana Development Finance Authority Revenue,
5.75%, 10/1/11 4,344,350
------------
$ 6,059,575
------------
Michigan - 0.0%
3,000,000 NR/NR Wayne Charter County, Special Airport Facilities
Revenue, 6.75% (In Escrow) $ -
------------
New Jersey - 2.2%
4,525,000 B/B3 New Jersey Economic Development Authority
Revenue, 7.0%, 11/15/30 $ 4,707,267
4,000,000+ AAA/Aaa Tobacco Settlement Financing Corp.,
7.0%, 6/1/41 4,665,400
------------
$ 9,372,667
------------
New York - 0.9%
3,475,000 BB+/Ba1 New York City Industrial Development Agency,
British Airways Plc Project, 7.625%, 12/1/32 $ 3,786,151
------------
North Carolina - 1.6%
4,800,000 NR/NR Charlotte, Special Facilities Revenue, Charlotte/
Douglas International Airport, 5.6%, 7/1/27 $ 4,627,920
2,000,000 NR/NR Charlotte, Special Facilities Revenue, Charlotte/
Douglas International Airport, 7.75%, 2/1/28 2,094,800
------------
$ 6,722,720
------------
Texas - 0.9%
3,200,000(f) AAA/Aa1 San Antonio, Texas, Electric & Gas, RIB,
7.71%, 2/1/19 $ 4,075,168
------------
TOTAL MUNICIPAL BONDS
(Cost $23,094,220) $ 30,016,281
------------
MUNICIPAL COLLATERALIZED DEBT OBLIGATION -
0.8% of Net Assets
3,300,000(g) NR/NR Non-Profit Preferred Funding Trust I, 12.5%,
9/15/37 $ 3,230,337
------------
TOTAL MUNICIPAL COLLATERALIZED DEBT OBLIGATION
(Cost $3,293,400) $ 3,230,337
------------
SOVEREIGN DEBT OBLIGATIONS - 2.2% of Net Assets
Brazil - 0.9%
ITL 4,800,000,000(d) BB+/Baa3 Banco Nacional de Desenvolimento Bndes,
8.0%, 4/28/10 $ 3,737,030
------------
22 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Ecuador - 0.7%
3,515,000(d) CCC/Caa2 Federal Republic of Ecuador, 10.0%,
8/15/30 (144A) $ 3,163,500
------------
Russia - 0.6%
2,308,400(d) BBB+/Baa2 Russia Government International Bond,
7.5%, 3/31/30 $ 2,603,644
------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $6,153,527) $ 9,504,174
------------
FLOATING RATE LOAN INTERESTS - 4.2% of Net Assets (h)
Energy - 0.2%
Oil & Gas Exploration & Production - 0.2%
710,000 B/B3 SandRidge Energy, Inc., Term Loan,
8.985%, 4/1/14 $ 706,450
300,000 B-/Caa1 Venoco, Inc., Second Lien Term Loan,
9.875%, 9/20/11 295,500
------------
Total Energy $ 1,001,950
------------
Materials - 0.5%
Steel - 0.5%
2,295,500 B/B3 Niagara Corp., Term Loan, 10.36%, 6/29/14 $ 2,192,203
------------
Total Materials $ 2,192,203
------------
Capital Goods - 0.5%
Building Products - 0.4%
2,000,000 CCC+/Caa1 Custom Building Products, Inc., Second Lien Term
Loan, 10.505%, 4/20/12 $ 1,900,000
------------
Construction & Farm Machinery & Heavy Trucks - 0.1%
397,920 B-/B3 Rental Service Corp., Second Lien Initial Term
Loan, 8.86%, 11/30/13 $ 389,962
------------
Total Capital Goods $ 2,289,962
------------
Consumer Durables & Apparel - 0.5%
Homebuilding - 0.5%
2,850,000 BB/Ba3 LandSource Communities Development LLC,
Second Lien Term Loan, 9.999%, 2/27/14 $ 2,213,501
------------
Total Consumer Durables & Apparel $ 2,213,501
------------
Consumer Services - 0.5%
Casinos & Gaming - 0.5%
2,500,000 CCC+/Caa1 New World Gaming Partners Holdings, Ltd.,
Second Lien Term Loan, 5.5%, 12/6/14 $ 2,331,250
------------
Total Consumer Services $ 2,331,250
------------
The accompanying notes are an integral part of these financial statements. 23
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD($) (unaudited) Value
Household & Personal Products - 0.1%
Household Products - 0.1%
500,000 CCC+/Caa1 Huish Detergents, Inc., Second Lien Term Loan,
9.76%, 10/26/14 $ 428,333
------------
Total Household & Personal Products $ 428,333
------------
Diversified Financials - 0.7%
Other Diversified Financial Services - 0.7%
EURO 2,072,421 NR/NR Louis Topco, Ltd., Term Loan, 12.474%, 6/1/17 $ 2,874,537
------------
Total Diversified Financials $ 2,874,537
------------
Insurance - 0.5%
Insurance Brokers - 0.5%
2,250,000 CCC/B3 AmWins Group, Inc., Second Lien Initial Term
Loan, 11.07%, 6/8/14 $ 2,081,250
------------
Total Insurance $ 2,081,250
------------
Utilities - 0.7%
Independent Power Producers & Energy Traders - 0.7%
817,560 B+/Ba1 NRG Energy, Inc., Credit-Linked Deposit,
7.11%, 2/1/13 $ 804,020
1,964,379 B+/Ba1 NRG Energy, Inc., Term Loan, 7.11%, 2/1/13 1,931,845
------------
Total Utilities $ 2,735,865
------------
TOTAL FLOATING RATE LOAN INTERESTS
(Cost $19,232,761) $ 18,148,851
------------
FIXED RATE LOAN INTERESTS - 0.3% of Net Assets
Energy - 0.3%
Oil & Gas Exploration & Production - 0.3%
1,070,000 B/B3 SandRidge Energy, Inc., Term Loan,
8.625%, 4/1/15 $ 1,059,300
------------
TOTAL FIXED RATE LOAN INTERESTS
(Cost $1,070,000) $ 1,059,300
------------
Shares COMMON STOCKS - 0.4% of Net Assets
Transportation - 0.2%
Airlines - 0.2%
62,126 Northwest Airlines Corp. $ 1,105,843
------------
Total Transportation $ 1,105,843
------------
Pharmaceuticals & Biotechnology & Life Sciences - 0.2%
Pharmaceuticals - 0.2%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 792,366
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 792,366
------------
TOTAL COMMON STOCKS
(Cost $2,886,220) $ 1,898,209
------------
24 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S&P/Moody's
Ratings
Shares (unaudited) Value
WARRANTS - 0.2% of Net Assets (i)
Energy - 0.2%
Oil & Gas Drilling - 0.2%
2,500,000 Norse Energy Corp. ASA - CW11, Expires 7/14/11 $ 617,825
-------------
Total Energy $ 617,825
-------------
Materials - 0.0%
Forest Products - 0.0%
1,645(g) Mandra Forestry Holdings, Ltd. - CW13,
Expires 5/15/13 $ -
-------------
Total Materials $ -
-------------
Transportation - 0.0%
Railroads - 0.0%
4,525 Atlantic Express Transportation Corp.,
Expires 4/15/08 $ 56,562
-------------
Total Transportation $ 56,562
-------------
TOTAL WARRANTS
(Cost $523,408) $ 674,387
-------------
TEMPORARY CASH INVESTMENTS - 4.8% of Net Assets
Security Lending Collateral - 4.8%
20,641,064 Securities Lending Investment Fund, 5.241% $ 20,641,064
-------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $20,641,064) $ 20,641,064
-------------
TOTAL INVESTMENTS IN SECURITIES - 136.3%
(Cost $565,119,400) (j) (k) $ 583,376,217
-------------
OTHER ASSETS AND LIABILITIES - (0.9)% $ (4,000,399)
-------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE - (35.4)% $(151,304,293)
-------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS - 100.0% $ 428,071,525
=============
The accompanying notes are an integral part of these financial statements. 25
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
NR Security not rated by S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At
September 30, 2007, the value of these securities amounted to
$184,167,124 or 43.0% of total net assets applicable to common
shareowners.
+ Prerefunded bonds have been collateralized by U.S. Treasury securities
or U.S. Government Agencies which are held in escrow to pay interest
and principal on the tax exempt issue and to retire the bonds in full
at the earliest refunding date.
(a) Floating rate note. The rate shown is the rate at September 30, 2007.
(b) Represents a pay-in-kind security which may pay interest in additional
principal.
(c) Security is a perpetual bond and has no definite maturity date.
(d) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specific date. The rate shown is the rate at
September 30, 2007.
(e) Security is priced as a unit.
(f) The interest rate is subject to change periodically and inversely based
upon prevailing market rates. The rate shown is the rate at September
30, 2007.
(g) Indicates a security that has been deemed illiquid. The aggregate cost
of illiquid securities is $3,293,400. The aggregate value $3,230,337
represents 0.8% of the net assets.
(h) Floating rate loan interests in which the Trust invests generally pay
interest at rates that are periodically redetermined by reference to a
base lending rate plus a premium. These base lending rates are
generally (i) the lending rate offered by one or more major European
banks, such as LIBOR (London InterBank Offered Rate), (ii) the prime
rate offered by one or more major United States banks, (iii) the
certificate of deposit or (iv) other base lending rates used by
commercial lenders. The rate shown is the coupon rate at September 30,
2007.
(i) Non-income producing.
(j) At September 30, 2007, the net unrealized gain on investments based on
cost for federal income tax purposes of $565,377,125 was as follows:
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $31,171,710
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (13,172,618)
-----------
Net unrealized gain $17,999,092
===========
For financial reporting purposes net unrealized gain was $18,256,817
and cost of investments aggregated $565,119,400.
26 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(k) Distribution of investments by country of issue, as a percentage of
total holdings, is as follows:
United States 74.1%
Canada 4.1
Norway 3.6
Brazil 3.5
Great Britain 2.7
Netherlands 1.7
Mexico 1.5
Cayman Islands 1.4
Luxembourg 1.2
Germany 1.0
Bermuda 0.9
Virgin Islands 0.9
Australia 0.6
Ecuador 0.5
Thailand 0.5
Russia 0.5
Colombia 0.4
Jamaica 0.3
South Africa 0.2
Singapore 0.2
Israel 0.1
Argentina 0.1
-----
100.0%
=====
(l) At September 30, 2007, the following securities were out on loan:
Principal
Amount Description Market Value
$ 2,605,000 Angiotech Pharmaceuticals, Inc., 7.75%, 4/1/14 $ 2,383,575
5,905,350 Cooper-Standard Automotive, Inc., 8.375%, 12/15/14 5,137,655
1,980,000 Freescale Semiconductor, Inc., 10.125%, 12/15/16 1,841,400
1,569,490 Georgia Gulf Corp., 10.75%, 10/15/16 1,365,456
4,568,850 Sally Holdings LLC, 10.5%, 11/15/16 4,568,850
1,341,200 TOUSA, Inc., 10.375%, 7/1/12* 365,477
1,000,000 Trump Entertainment Resorts, Inc., 8.5%, 6/1/15 832,500
3,168,000 Yankee Acquisition Corp., 9.75%, 2/15/17 2,993,760
-----------
$19,488,673
===========
* Awaiting pending sale, not part of portfolio at period end.
Note: Principal amounts are denominated in U.S. dollars unless otherwise
denoted.
EURO Euro
ITL Italian Lira
NOK Norwegian Krone
(A.D.R.) American Depositary Receipt
RIB Residual Interest Bonds
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended September 30, 2007, aggregated $95,292,488 and $31,798,532,
respectively.
The accompanying notes are an integral part of these financial statements. 27
Pioneer High Income Trust
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 9/30/07 (unaudited)
--------------------------------------------------------------------------------
ASSETS:
Investments in securities, at value (including securities
loaned of $19,488,673) (cost $565,119,400) $583,376,217
Foreign currencies, at value (cost $719,304) 682,481
Receivables -
Investment securities sold 8,379,974
Paydowns 9,436
Interest and foreign tax reclaim 13,916,245
Reinvestment of distributions 222,594
Prepaid expenses 30,305
------------
Total assets $606,617,252
------------
LIABILITIES:
Payables -
Investment securities purchased $ 5,197,996
Upon return of securities loaned 20,641,064
Forward foreign currency portfolio hedge contracts - net 629,215
Unrealized depreciation on unfunded loan commitment 18,693
Due to custodian 347,728
Due to affiliate 291,146
Accrued expenses 115,592
------------
Total liabilities $ 27,241,434
------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040
shares, including dividends payable of $304,293 $151,304,293
------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $387,328,662
Undistributed net investment income 9,702,990
Accumulated net realized gain on investments and foreign
currency transactions 13,446,757
Net unrealized gain on investments 18,238,124
Net unrealized loss on forward foreign currency contracts
and other assets and liabilities denominated in foreign
currencies (645,008)
------------
Net assets applicable to common shareowners $428,071,525
============
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $428,071,525/27,162,946 common shares $ 15.76
============
28 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS (unaudited)
--------------------------------------------------------------------------------
For the Six Months Ended 9/30/07
INVESTMENT INCOME:
Interest $ 27,671,415
Dividends (net of foreign taxes withheld $555) 2,912
Income from securities loaned, net 55,647
------------
Total investment income $ 27,729,974
------------
EXPENSES:
Management fees $ 1,774,580
Administrative reimbursements 51,759
Transfer agent fees and expenses 29,564
Auction agent fees 201,297
Custodian fees 39,605
Registration fees 11,478
Professional fees 34,806
Printing expense 21,816
Trustees' fees 7,285
Pricing fee 10,300
Miscellaneous 14,910
------------
Total expenses $ 2,197,400
Less fees paid indirectly (8)
------------
Net expenses $ 2,197,392
------------
Net investment income $ 25,532,582
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $ 5,377,414
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies (1,202,225) $ 4,175,189
------------ ------------
Change in net unrealized gain (loss) from:
Investments $(27,279,414)
Unfunded corporate loans (18,693)
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies 558,210 $(26,739,897)
------------ ------------
Net loss on investments and foreign currency
transactions $(22,564,708)
------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS FROM
NET INVESTMENT INCOME $ (4,105,362)
------------
Net decrease in net assets applicable to common
shareowners resulting from operations $ (1,137,488)
============
The accompanying notes are an integral part of these financial statements. 29
Pioneer High Income Trust
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
For the Six Months Ended 9/30/07 and the Year Ended 3/31/07, respectively
Six Months
Ended Year
9/30/07 Ended
(unaudited) 3/31/07
FROM OPERATIONS:
Net investment income $ 25,532,582 $ 50,707,850
Net realized gain on investments and foreign
currency transactions 4,175,189 16,283,907
Change in net unrealized gain (loss) on
investments and foreign currency transactions (26,739,897) 792,354
Dividends and distributions to preferred
shareowners from:
Net investment income (4,105,362) (7,327,339)
Net realized gains - (351,876)
------------- -------------
Net increase (decrease) in net assets
applicable to common shareowners
resulting from operations $ (1,137,488) $ 60,104,896
------------- -------------
DIVIDENDS AND DISTRIBUTIONS TO COMMON
SHAREOWNERS:
Net investment income
($0.83 and $1.65 per share, respectively) $ (22,376,491) $ (44,546,595)
Net realized capital gains
($0.00 and $0.09 per share, respectively) - (2,298,583)
------------- -------------
Total distributions to common shareowners $ (22,376,491) $ (46,845,178)
------------- -------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 1,141,147 $ 2,755,523
------------- -------------
Net increase in net assets applicable to common
shareowners resulting from Trust share
transactions $ 1,141,147 $ 2,755,523
------------- -------------
Net increase (decrease) in net assets applicable
to common shareowners $ (22,372,832) $ 16,015,241
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS:
Beginning of period 450,444,357 434,429,116
------------- -------------
End of period $ 428,071,525 $ 450,444,357
============= =============
Undistributed net investment income $ 9,702,990 $ 10,652,261
============= =============
30 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year 4/26/02 (b)
9/30/07 Ended Ended Ended Ended to
(unaudited) 3/31/07 3/31/06 3/31/05 3/31/04 3/31/03
Per Common Share Operating Performance
Net asset value, beginning of period $ 16.63 $ 16.13 $ 16.34 $ 16.20 $ 13.43 $ 14.33(c)
--------- --------- --------- --------- --------- ---------
Increase (decrease) from investment operations:(a)
Net investment income $ 0.94 $ 1.88 $ 1.88 $ 1.87 $ 1.77 $ 1.41
Net realized and unrealized gain (loss) on
investments and foreign currency transactions (0.83) 0.64 0.00(d) 0.15 2.73 (0.81)
Dividends and distributions to preferred
shareowners from:
Net investment income (0.15) (0.27) (0.19) (0.10) (0.06) (0.04)
Realized gains - (0.01) (0.02) 0.00(d) - -
--------- --------- --------- --------- --------- ---------
Net increase (decrease) from investment
operations $ (0.04) $ 2.24 $ 1.67 $ 1.92 $ 4.44 $ 0.56
Dividends and distributions to common shareowners
from:
Net investment income (0.83) (1.65) (1.65) (1.65) (1.65) (1.38)
Realized gains - (0.09) (0.23) (0.13) - -
Capital charge with respect to issuance of:
Common shares - - - - - (0.03)
Preferred shares - - - - (0.02) (0.05)
--------- --------- --------- --------- --------- ---------
Net increase (decrease) in net asset value $ (0.87) $ 0.50 $ (0.21) $ 0.14 $ 2.77 $ (0.90)
--------- --------- --------- --------- --------- ---------
Net asset value, end of period(e) $ 15.76 $ 16.63 $ 16.13 $ 16.34 $ 16.20 $ 13.43
========= ========= ========= ========= ========= =========
Market value, end of period(e) $ 16.74 $ 17.84 $ 16.80 $ 15.12 $ 16.57 $ 14.49
========= ========= ========= ========= ========= =========
Total return (f) (1.28)% 17.61% 24.84% 1.97% 27.33% 7.29%
Ratios to average net assets of common shareowners
Net expenses(g) 1.00%(h) 1.01% 0.99% 1.00% 0.96% 0.87%(h)
Net investment income before preferred share dividends 11.58%(h) 11.57% 11.68% 11.60% 11.64% 11.62%(h)
Preferred share dividends 1.86%(h) 1.67% 1.19% 0.63% 0.39% 0.37%(h)
Net investment income available to common shareowners 9.72%(h) 9.90% 10.49% 10.97% 11.25% 11.25%(h)
Portfolio turnover 6% 27% 20% 54% 66% 49%
The accompanying notes are an integral part of these financial statements. 31
Pioneer High Income Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year 4/26/02 (b)
9/30/07 Ended Ended Ended Ended to
(unaudited) 3/31/07 3/31/06 3/31/05 3/31/04 3/31/03
Per Common Share Operating Performance (continued)
Net assets of common shareowners, end of
period (in thousands) $ 428,072 $ 450,444 $ 434,429 $ 438,303 $ 433,556 $ 358,123
Preferred shares outstanding (in thousands) $ 151,000 $ 151,000 $ 151,000 $ 151,000 $ 151,000 $ 101,000
Asset coverage per preferred share, end of period $ 95,923 $ 99,597 $ 96,940 $ 97,569 $ 96,781 $ 113,647
Average market value per preferred share $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable,
per preferred share $ 25,050 $ 25,020 $ 25,015 $ 25,003 $ 25,000 $ 25,003
Ratios to average net assets of common shareowners
before reimbursement of organization expenses
Net expenses (g) 1.00%(h) 1.01% 0.99% 1.00% 0.96% 0.88%(h)
Net investment income before preferred share dividends 11.58%(h) 11.57% 11.68% 11.60% 11.64% 11.61%(h)
Preferred share dividends 1.86%(h) 1.67% 1.19% 0.63% 0.39% 0.37%(h)
Net investment income available to common shareowners 9.72%(h) 9.90% 10.49% 10.97% 11.25% 11.24%(h)
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Trust shares were first publicly offered on April 26, 2002.
(c) Net asset value immediately after the closing of the first public offering
was $14.30.
(d) Amount is less than $0.01 per common share.
(e) 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.
(f) 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. Total
investment returns less than a full period are not annualized. Past
performance is not a guarantee of future results.
(g) Ratios do not reflect the effect of dividend payments to preferred
shareowners.
(h) Annualized.
The information above represents the operating performance data for a share of
common stock outstanding, total investment return, ratios to average net assets
of common shareowners and other supplemental data for the periods indicated.
This information has been determined based upon financial information provided
in the financial statements and market value data for the Trust's common shares.
32 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited)
--------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the "Trust") was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002, the
Trust had no operations other than matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended.
The 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.
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's Shareowner reports from time to time. Please refer to those documents
when considering the Trust's risks. At times, the Trust's investments may
represent industries or industry sectors that are interrelated or have common
risks, making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries or sectors. Under normal
market conditions, the Trust invests at least 80% of its assets in below
investment grade (high-yield) debt securities, loans and preferred stocks.
Because the Trust's investments will be concentrated in the high-yield
securities, it will be subject to risks of such securities. Below investment
grade securities are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal.
The Trust's 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, and the reported amounts of income,
expenses and gains and losses on investments during the reporting year. Actual
results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements, which are
33
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
consistent with those policies generally accepted in the investment company
industry:
A. Security Valuation
Security transactions are recorded as of trade date. 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. For the
limited number of Senior Loans for which no reliable price quotes are
available, such Senior Loans will be valued by Loan Pricing Corporation
through the use of pricing matrices to determine valuations.
Fixed-income securities are valued at prices supplied by independent
pricing services, which consider such factors as Treasury spreads, yields,
maturities and ratings. Valuations may be supplemented by values obtained
from dealers and other sources, as required. Equity securities are valued
at the last sale price on the principal exchanges where they are traded.
Securities or loans for which market quotations are not readily available
are valued at their fair values as determined by, or under the direction
of, the Board of Trustees. Trading in foreign securities is substantially
completed each day at various times prior to the close of the NYSE. The
values of such securities used in computing the net asset value of the
Trust's shares are determined as of such times. The Trust may also use the
fair value of a security, including a non-U.S. security, when the closing
market price on the primary exchange where the security is traded no longer
accurately reflects the value of the security as of the close of the
exchange. As of September 30, 2007, the Trust had no fair valued
securities. Temporary cash investments are valued at either amortized cost
or net asset value.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Trust becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Discount and premium on debt
securities are accreted or amortized, respectively, daily, on an effective
yield to maturity basis and are included in interest income. Premiums and
discounts
34
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
related to certain mortgage-backed securities are amortized or accreted in
proportion to the underlying monthly paydowns. Interest income, including
income on interest bearing cash accounts, is recorded on an accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions represent,
among other things, the net realized gains and losses on foreign currency
contracts, disposition of foreign currencies and the difference between the
amount of income accrued and the U.S. dollars actually received. Further,
the effects of changes in foreign currency exchange rates on investments
are not segregated in the Statement of Operations from the effects of
changes in market price of those securities but are included with the net
realized and unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Trust enters into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date as a hedge or cross-hedge against either specific investment
transactions (settlement hedges) or portfolio positions (portfolio hedges).
All contracts are marked to market daily at the applicable exchange rates,
and any resulting unrealized gains or losses are recorded in the Trust's
financial statements. The Trust records realized gains and losses at the
time a portfolio hedge is offset by entry into a closing transaction or
extinguished by delivery of the currency. Risks may arise upon entering
into these contracts from the potential inability of counterparties to meet
the terms of the contract and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar (see Note 5).
35
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the source of the Trust's distributions may be
shown in the accompanying financial statements as either from or in excess
of net investment income or net realized gain on investment and foreign
currency transactions, or from paid-in capital, depending on the type of
book/tax differences that may exist.
The tax character of current year distributions paid to common and
preferred shareowners will be determined at the end of the fiscal year. The
distribution during the year ended March 31, 2007 was as follows:
--------------------------------------------------------------------------------
2007
--------------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $ 51,873,934
Net long-term capital gains 2,650,459
------------
Total taxable distribution $ 54,524,393
============
--------------------------------------------------------------------------------
The following shows components of distributable earnings on a federal
income tax basis at March 31, 2007.
--------------------------------------------------------------------------------
2007
--------------------------------------------------------------------------------
Undistributed ordinary income $ 12,689,853
Long-term capital gain 7,928,680
Dividends payable (123,078)
Unrealized appreciation 43,761,387
------------
Total $ 64,256,842
============
--------------------------------------------------------------------------------
36
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The difference between book basis and tax basis unrealized appreciation is
primarily attributable to the tax deferral of losses on straddles and wash
sales, the realization for tax purposes of unrealized gains on certain
foreign currency contracts, the difference between book and tax
amortization methods for premiums and discounts on fixed income securities
and the accrual of income on securities in default.
E. Repurchase Agreements
With respect to repurchase agreements entered into by the Trust, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the repurchase agreement at the time of purchase. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Trust's custodian, or subcustodians. Pioneer Investment
Management, Inc., the Trust's investment adviser, is responsible for
determining that the value of the collateral remains at least equal to the
repurchase price.
F. Securities Lending
The Trust lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Trust's custodian acting as the
lending agent. When entering into a loan, the Trust receives collateral
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Trust also continues to receive interest or
payments in lieu of dividends on the securities loaned. Unrealized gain or
loss on the fair value of the loaned securities that may occur during the
term of the loan will be for the account of the Trust. The loans are
secured by collateral of at least 102%, at all times, of the fair value of
the securities loaned. The amount of the collateral will be adjusted daily
to reflect any price fluctuation in the value of the loaned securities. The
Trust has the right under the securities lending arrangement to recover the
securities on loan from the borrower on demand. The Trust invests cash
collateral in the Securities Lending Investment Fund which is sponsored by
Brown Brothers Harriman & Co., the Trust's custodian.
37
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
G. Automatic Dividend Reinvestment Plan
All common shareowners automatically participate in the Automatic Dividend
Reinvestment Plan (the "Plan"), under which participants receive all
dividends and capital gain distributions (collectively, "dividends") in
full and fractional common shares of the Trust in lieu of cash. Shareowners
may elect not to participate in the Plan. Shareowners not participating in
the Plan receive all dividends and capital gain distributions in cash.
Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by notifying American Stock Transfer &
Trust Company, the agent for shareowners in administering the Plan (the
"Plan Agent"), in writing prior to any dividend record date; otherwise such
termination or resumption will be effective with respect to any
subsequently declared dividend or other distribution.
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
38
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
shares in a brokerage account may not be able to transfer the shares to
another broker and continue to participate in the Plan.
2. Management Agreement
Pioneer Investment Management, Inc. ("PIM"), a wholly owned indirect subsidiary
of UniCredito Italiano S.p.A. ("UniCredito Italiano"), manages the Trust's
portfolio. Management fees payable under the Trust's Advisory Agreement with PIM
are calculated daily at the annual rate of 0.60% of the Trust's average daily
managed assets. "Managed assets" is the average daily value of the Trust's total
assets minus the sum of the Trust's liabilities, which liabilities exclude debt
related to leverage, short-term debt and the aggregate liquidation preference of
any outstanding preferred shares. For the six months ended September 30, 2007,
the net management fee was equivalent to 0.60% of the Trust's average daily
managed assets, which was equivalent to 0.81% of the Trust's average daily net
assets attributable to the common shareowners.
In addition, under PIM's management and administration agreements, certain other
services and costs are paid by PIM and reimbursed by the Trust. At September 30,
2007, $291,146 was payable to PIM related to management costs, administrative
costs and certain other services and is in included in "Due to affiliate" on the
Statement of Assets and Liabilities.
PIM has retained Princeton Administrators, LLC ("Princeton") to provide certain
administrative services to the Trust on its behalf. PIM pays Princeton a monthly
fee at an annual rate of 0.07% of the average daily value of the Trust's managed
assets up to $500 million and 0.03% for average daily managed assets in excess
of $500 million, subject to a minimum monthly fee of $10,000. Princeton receives
no compensation directly from the Trust.
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. ("PIMSS"), a wholly
owned indirect subsidiary of UniCredito Italiano, 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 redemption agent with
respect to the Trust's Auction Market Preferred
39
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Shares ("AMPS"). The Trust pays Deutsche Bank an annual fee, as is agreed to
from time to time by the Trust and Deutsche Bank, for providing such services.
4. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Trust's custodian expenses. For the six months ended September 30, 2007, the
Trust expenses were reduced by $8 under such arrangement.
5. Forward Foreign Currency Contracts
During the six months ended September 30, 2007, the Trust had entered into
contracts that obligate the Trust to deliver currencies at specified future
dates. At the maturity of a contract, the Trust must make delivery of the
foreign currency. Alternatively, prior to the settlement date of contracts, the
Trust may close out such contracts by entering into an offsetting hedge
contract.
Open portfolio hedges at September 30, 2007 were as follows:
---------------------------------------------------------------------------------------------------
Net Net
Contracts In Exchange Settlement Unrealized
Currency to Deliver For US$ Date US$ Value Gain (Loss)
---------------------------------------------------------------------------------------------------
EURO (4,000,000) $(5,492,488) 2/4/08 $(5,699,134) $(206,646)
EURO (5,950,000) (8,059,632) 6/11/08 (8,482,201) (422,569)
---------
Total $(629,215)
=========
---------------------------------------------------------------------------------------------------
As of September 30, 2007, the Trust had no outstanding forward cur rency
settlement hedges.
6. Unfunded Loan Commitments
As of September 30, 2007, the Trust had unfunded loan commitments of
approximately $717,000 which could be extended at the option of the borrower,
pursuant to the following loan agreements:
--------------------------------------------------------------------------------
Unfunded
Commitment
Borrower (in thousands)
--------------------------------------------------------------------------------
NRG Holdings, Inc., HoldCo Delayed Draw Term Loan $ 717
--------------------------------------------------------------------------------
40
Pioneer High Income Trust
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--------------------------------------------------------------------------------
7. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized. Of the 27,162,946 common shares of beneficial interest outstanding
at September 30, 2007, PIM owned 6,981 shares.
Transactions in common shares of beneficial interest for the six months ended
September 30, 2007 and the year ended March 31, 2007 were as follows:
--------------------------------------------------------------------------------
9/2007 3/2007
--------------------------------------------------------------------------------
Shares outstanding at
beginning of period 27,093,609 26,931,420
Reinvestment of distributions 69,337 162,189
---------- ----------
Shares outstanding at
end of period 27,162,946 27,093,609
========== ==========
--------------------------------------------------------------------------------
The Trust may classify or reclassify any unissued common shares of beneficial
interest into one or more series of preferred shares of beneficial interest. As
of September 30, 2007, there were 6,040 AMPS as follows: Series M7-2,020, Series
W28-2,020 and Series TH7-2,000.
Dividends on Series M7 and Series TH7 are cumulative at a rate, which is reset
every seven days based on the results of an auction. Dividends on Series W28 are
also cumulative at a rate reset every 28 days based on the results of an
auction. Dividend rates ranged from 4.95% to 6.50% during the six months ended
September 30, 2007.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, asset coverage with respect to the outstanding
preferred shares would be less than 200%.
The AMPS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The AMPS are also subject to mandatory
redemption at $25,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and
41
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
liabilities of the Trust as set forth in the Agreement and Declaration of Trust
are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. However, holders of AMPS are also entitled to
elect two of the Trust's Trustees. In addition, the Investment Company Act of
1940, as amended, requires that along with approval by shareowners that might
otherwise be required, the approval of the holders of a majority of any
outstanding preferred shares, voting separately as a class, would be required to
(a) adopt any plan of reorganization that would adversely affect the preferred
shares and (b) take any action requiring a vote of security holders, including,
among other things, changes in the Trust's subclassification as a closed-end
management investment company or changes in its fundamental investment
restrictions.
8. New Pronouncements
In September 2006, Statement of Financial Accounting Standards No. 157, Fair
Value Measurements ("SFAS 157"), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. At this time, management is currently evaluating the implications
of SFAS 157 and its impact on the Trust's financial statement disclosures, if
any, has not been determined.
9. Subsequent Events
Subsequent to September 30, 2007, the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.1375 per common share
payable October 31, 2007, to shareowners of record on October 15, 2007.
Subsequent to September 30, 2007, dividends declared and paid on preferred
shares totaled $696,385 in aggregate for the three outstanding preferred share
series through November 6, 2007.
42
Pioneer High Income Trust
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--------------------------------------------------------------------------------
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 have not been
approved by the shareowners. There have been no changes in the principal risk
factors associated with investment in the Trust. Day-to-day management of the
Trust's portfolio is the responsibility of Andrew Feltus. Mr. Feltus is
supported by the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio manager and
the team also may draw upon the research and investment management expertise of
the global research team, which provides fundamental research on companies and
includes members from Pioneer's affiliate, Pioneer Investment Management
Limited. Mr. Feltus, a vice president, joined Pioneer in 1994 and has been an
investment professional for more than 10 years.
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.
Additional Information Regarding the Trust's Investment Policies
Event-Linked Bonds
The Trust may invest in "event-linked" bonds, which sometimes are referred to as
"insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude. For some event-linked bonds,
the trigger event's magnitude may be based on losses to a company or industry,
industry indexes or readings of scientific instruments rather than specified
actual losses. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified therein, the Trust
may lose a portion or all of its accrued interest and/or principal invested in
such event-linked bond. The Trust is entitled to receive principal and interest
payments so long as no trigger event occurs of the description and magnitude
specified by the instrument.
43
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 9/30/07 (unaudited) (continued)
--------------------------------------------------------------------------------
Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. In addition to the specified trigger events, event-linked bonds may
also expose the Trust to other risks, including but not limited to issuer
(credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences. Event-linked bonds are subject to the risk that the
model used to calculate the probability of a trigger event was not accurate and
underestimated the likelihood of a trigger event. Upon the occurrence or
possible occurrence of a trigger event, and until the completion of the
processing and auditing of applicable loss claims, the Trust's investment in
such event-linked bond may be priced using fair value methods. As a relatively
new type of financial instrument, there is limited trading history for these
securities, and there can be no assurance that a more liquid market in these
instruments will develop.
Event-linked bonds are typically rated by at least one nationally recognized
rating agency, but also may be unrated. The rating for an event-linked bond
primarily reflects the rating agency's calculated probability that a pre-defined
trigger event will occur. This rating also assesses the event-linked bond's
credit risk and model used to calculate the probability of a trigger event.
CEO CERTIFICATION DISCLOSURE (unaudited)
The Trust's Chief Executive Officer has submitted to the New York Stock Exchange
the annual CEO certification as required by Section 303A.12(a) of the NYSE
Listed Company Manual. In addition, the Trust has filed with the Securities and
Exchange Commission the certification of its Chief Executive Officer and Chief
Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
44
Pioneer High Income Trust
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RESULTS OF SHAREOWNER MEETING (unaudited)
--------------------------------------------------------------------------------
On September 11, 2007, Pioneer High Income Trust held its annual meeting of
shareowners to elect Class II Trustees. All Class II Trustees were elected.
Here are the detailed results of the votes.
Proposal 1 - To elect Class II Trustees.
--------------------------------------------------------------------------------
Nominee Affirmative Withheld
--------------------------------------------------------------------------------
David R. Bock 24,423,450 283,027
Stephen K. West 24,416,488 289,989
John F. Cogan, Jr.+ 4,467 18
--------------------------------------------------------------------------------
+ Elected by Preferred Shares only
45
Pioneer High Income Trust
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Daniel K. Kingsbury, Executive
Mary K. Bush Vice President
Margaret B.W. Graham Vincent Nave, Treasurer
Daniel K. Kingsbury Dorothy E. Bourassa, Secretary
Thomas J. Perna
Marguerite A. Piret
Stephen K. West
John Winthrop
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Legal Counsel
Bingham McCutchen LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
American Stock Transfer & Trust Company
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Sub-Administrator
Princeton Administrators, LLC
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at http://www.sec.gov.
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HOW TO CONTACT PIONEER
--------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
Account Information 1-800-710-0935
Or write to AST:
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.pioneerinvestments.com.
The Trust files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
The Trust's Chief Executive Officer is required by the New York Stock Exchange's
Listing Standards to file annually with the Exchange a certification that he is
not aware of any violation by the Trust of the Exchange's Corporate Governance
Standards applicable to the Trust. The Trust has filed such certification.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
N/A
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
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--------------------------------------- ------------------------
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
----------------------- ------------------------- -----------------------------------------------
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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.
------------------------------------------- ------------------------------
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GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has considered
whether the provision of non-audit services that were rendered to
the Affiliates (as defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
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 I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Information not required in semi annual reports on form NCSR.
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Information not required in semi annual reports on form NCSR.
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date November 29, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date November 29, 2007
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date November 29, 2007
* Print the name and title of each signing officer under his or her signature.