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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2010 through September 30, 2010
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer High
Income Trust
--------------------------------------------------------------------------------
Semiannual Report | September 30, 2010
--------------------------------------------------------------------------------
Ticker Symbol: PHT
[LOGO] PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Schedule of Investments 11
Financial Statements 35
Notes to Financial Statements 40
Trustees, Officers and Service Providers 51
Pioneer High Income Trust | Semiannual Report | 9/30/10 1
President's Letter
Dear Shareowner,
Through the first nine months of 2010, the U.S. economy moved forward on a slow
path to recovery. But with the memory of a deep recession still lingering,
businesses and consumers remained cautious about both investing and spending.
While business fundamentals showed signs of improvement, there was still a
reluctance to hire, and high unemployment remains a problem. Wary investors,
concerned about risk, gravitated towards cash and bonds. We remain generally
optimistic about the prospects for economic recovery, although it may occur
more slowly than many would like.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. This strategy has generally performed well for
many investors. Bond markets certainly rewarded investors in the first nine
months of 2010. While the equity markets barely budged, equities at the end of
September 2010 were inexpensive relative to bonds, compared with historic
levels, and represented potentially good value for long-term investors.
Pioneer has not changed the basic approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. Our experienced professionals devote themselves to the careful research
needed to identify investment opportunities in markets around the world.
Our advice, as always, is to work closely with a trusted financial advisor to
discuss your goals and work together to develop an investment strategy that
meets your individual needs. There is no single best strategy that works for
every investor.
2 Pioneer High Income Trust | Semiannual Report | 9/30/10
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Pioneer High Income Trust | Semiannual Report | 9/30/10 3
Portfolio Management Discussion | 9/30/10
The six months ended September 30, 2010, was a period when investor confidence
was sometimes shaken by signs of some slowing in the pace of economic progress
in the United States and China, and evidence of debt problems in some European
nations. Overall sentiment remained positive, however, and investors continued
to seek out greater income during a time when government securities offered
very low yields. In the following interview, Andrew Feltus discusses the
factors that influenced the performance of Pioneer High Income Trust over the
six months ended September 30, 2010. Mr. Feltus is a member of Pioneer's
fixed-income team, which is responsible for the daily management of the Trust.
Q How did Pioneer High Income Trust perform during the six months ended
September 30, 2010?
A Pioneer High Income Trust produced a total return of 8.01% at net asset value
and 10.86% at market price during the six months ended September 30, 2010,
with shares of the Trust selling at a 19.3% premium to net asset value at the
end of the period. During the same six-month period, the Trust's benchmark,
the Bank of America/Merrill Lynch High Yield Master II Index (BOFA ML Index),
returned 6.62%. Unlike the Trust, the BofA ML Index is not leveraged. On
September 30, 2010, the 30-day SEC yield on the Trust's shares was 10.06%.
Q What were the principal factors that influenced the Trust's performance
during the six months ended September 30, 2010?
A Investor fears about the resilience of the economic recovery began to grow
early in the period. First, concerns arose because of new disclosures about
the debt problems for Greece. Those concerns abated, however, when the
European Union acted, offering new loan guarantees for the troubled nations.
As the European debt situation appeared to stabilize, new worries arose about
the global economic rebound, as evidence pointed to slowing growth trends in
both the United States and China. Those worries added to market volatility
during the summer months.
Confidence began returning, however, on new evidence that the economic
recovery was persisting, although at an often slower pace than had been
expected. High-yield corporate bonds and other credit-sensitive securities
rallied in the late summer on news that the U.S. Federal Reserve Board (the
Fed) was prepared to initiate a second round of monetary easing through
quantitative action intended to increase financial liquidity in the capital
markets.
4 Pioneer High Income Trust | Semiannual Report | 9/30/10
Over the six months ended September 30, 2010, the better-quality tiers of
the high-yield market (especially BB-rated securities) outperformed lower-
quality debt, such as C-rated securities. The rally received impetus as
many institutional investors, such as mutual funds and insurance companies,
reduced their positions in very high-quality, low-yielding sectors and
sought the better yields offered by the higher-quality segments of the
high-yield universe. Meanwhile, the overall credit quality of high-yield
bonds appeared sound by historical standards. It appeared that the
high-yield default rate for 2010 would be just 1%, the lowest rate since
the 1970s.
In that environment, the Trust's overweight positions in bonds of companies
in economically sensitive groups, such as basic industries and capital
goods, helped the Trust's performance significantly, as we were able to
take advantage of Pioneer's strength in fundamental security-by-security
analysis. The Trust's security selection was very successful over the
six-month period, with holdings in the Trust's portfolio outperforming the
high-yield market, generally. The Trust also held no securities that
defaulted during the six months ended September 30, 2010.
The Trust's performance also received a boost by its use of leverage. At
the end of the six-month period, 28.3% of the Trust's total investment
portfolio was leveraged. While the Trust's leverage rate was lower than it
was at the start of the six-month period (as of April 1, 2010) the decline
was principally the result of appreciation in the value of the Trust's
invested assets.
Q What were your principal investment strategies for the Trust over the six
months ended September 30, 2010?
A Our investments for the Trust focused on domestic high-yield corporate bonds
throughout the six months ended September 30, 2010, with special emphasis on
basic industries. At the end of the period, 66.3% of the Trust's total
investment portfolio was in U.S. high-yield bonds, with another 9.5% of the
Trust's total investment portfolio invested in domestic investment-grade
debt. The Trust had some exposure to emerging market debt and international
high-yield bonds, which together accounted for 17.6% of its total investment
portfolio, but our primary focus remained on domestic high-yield securities.
Q What investments had a particularly noteworthy impact on the Trust's
performance during the six months ended September 30, 2010?
A The Trust owned a number of excellent high-yield bond performers, including
the securities of several companies that were acquired by other corporations
and whose debt was retired at a profit to the Trust. The companies included:
Cellu Tissue, a paper products corporation; L1 Identity Solutions, a
technology corporation; and Mariner Energy, an oil and gas exploration and
production company. Other solid performers in the Trust's portfolio
Pioneer High Income Trust | Semiannual Report | 9/30/10 5
included Teck Resources, a mining company, and Univision, the
Spanish-language broadcast network.
Poorer performers in the Trust's portfolio included: Sitel, an operator of
call centers that had disappointing growth; Greek dairy company Fage, whose
securities suffered as an indirect victim of Greece's national debt
problems; and Appleton Papers, a paper and pulp company that announced
disappointing earnings results. The Trust's small position in convertible
securities also was not helpful during the six-month period, as the group
underperformed, despite their generally high yields and low prices. At the
end of the period, 5.5% of the Trust's total investment portfolio was
invested in convertibles.
Q What is your investment outlook?
A The economy appears to be continuing to grow, although the pace of the
expansion clearly has slowed from the period of faster growth we saw in late
2009 and early 2010. While corporate profits are strong and seem to be
improving, corporations appear reluctant to take on new investment projects,
in part because of uncertainties over government regulatory and tax policies.
High-yield bonds continue to appear attractive and we think that default
rates may remain low by historical standards. The spreads, or yield
advantages, of high-yield bonds compared with Treasuries appear near
long-term averages. While we anticipate that Treasury interest rates
eventually will start rising, we think the spreads offered by high-yield
bonds should continue to make them attractive investments, even as Treasury
rates rise.
Please refer to the Schedule of Investments on pages 11-34 for a full listing
of Trust securities.
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk. The Trust may invest in securities of issuers that
are in default or that are in bankruptcy.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
When interest rates rise, the prices of fixed-income securities in the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities in the Trust will generally rise. Investments in the
Trust are subject to possible loss due to the financial failure of the issuers
of the underlying securities and their inability to meet their debt
obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the times
when the Trust believes it is desirable to do so and their market price is
generally more volatile
6 Pioneer High Income Trust | Semiannual Report | 9/30/10
than that of more liquid securities. Illiquid securities are also more
difficult to value and investment of the Trust's assets in illiquid securities
may restrict the Trust's ability to take advantage of market opportunities.
The Trust uses leverage through the issuance of preferred shares. Leverage
creates significant risks, including the risk that the Trust's income or
capital appreciation will not be sufficient to cover the cost of leverage,
which may adversely affect the return for the holders of common shares. Since
February of 2008, regularly scheduled auctions for the Trust's preferred shares
have failed and preferred shareowners have not been able to sell their shares
at auction. The Board of Trustees of the Trust has considered, and continues to
consider, this issue.
The Trust is required to maintain certain regulatory and rating agency asset
coverage requirements in connection with its outstanding preferred shares. In
order to maintain required asset coverage levels, the Trust may be required to
alter the composition of its investment portfolio or take other actions, such
as redeeming preferred shares with the proceeds from portfolio transactions, at
what might be inopportune times in the market. Such actions could reduce the
net earnings or returns to holders of the Trust's common shares over time.
Risks of investing in the Trust are discussed in greater detail in the Trust's
original offering documents relating to its common shares and shareowner
reports issued from time to time.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes.
Pioneer High Income Trust | Semiannual Report | 9/30/10 7
Portfolio Summary | 9/30/10
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[The following data was represented as a pie chart in the printed material]
Corporate Bonds & Notes 73.7%
Temporary Cash Investments 8.7%
Convertible Bonds 5.0%
Municipal Bonds 3.8%
Floating Rate Loan Interests 2.1%
Common Stock 2.2%
Asset Backed Securities 1.9%
Collateralized Mortgage Obligations 1.0%
Sovereign Debt Obligations 0.7%
Convertible Preferred Stock 0.5%
Municipal Collateralized Debt Obligations 0.4%
Portfolio Maturity
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
[The following data was represented as a pie chart in the printed material]
0-1 Year 12.0%
1-3 Years 33.3%
3-4 Years 23.7%
4-6 Years 24.5%
6-8 Years 1.5%
8+ Years 5.0%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)*
1. Xerox Capital Trust I, 8.0%, 2/1/27 2.37%
2. NCO Group, Inc., 11.875%, 11/15/14 1.56
3. Cricket Communications, Inc., 9.375%, 11/1/14 1.31
4. Cia Brasileira de Bebida, 10.5%, 12/15/11 1.28
5. Southern States Cooperative Inc., 11.25%, 5/15/15 (144A) 1.18
6. Allmerica Financial Corp., 7.625%, 10/15/25 1.10
7. Charlotte Special Facilities Refunding Revenue, 5.6%, 7/1/27 1.09
8. Kabel Deutschland GMBH, 10.75%, 7/1/14 1.06
9. Univision Communications, Inc., 9.75%, 3/15/15 (144A) 1.01
10. Sally Holdings LLC, 10.5%, 11/15/16 1.00
* This list excludes temporary cash and derivative investments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
8 Pioneer High Income Trust | Semiannual Report | 9/30/10
Prices and Distributions | 9/30/10
Market Value per Common Share
--------------------------------------------------------------------------------
----------------------------------------
9/30/10 3/31/10
----------------------------------------
$ 16.12 $ 15.38
----------------------------------------
Net Asset Value per Common Share
--------------------------------------------------------------------------------
----------------------------------------
9/30/10 3/31/10
----------------------------------------
$ 13.51 $ 13.23
----------------------------------------
Distributions per Common Share
--------------------------------------------------------------------------------
-------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Income Capital Gains Capital Gains
-------------------------------------------------------------------------
4/1/10-9/30/10 $ 0.825 $ -- $ --
-------------------------------------------------------------------------
Pioneer High Income Trust | Semiannual Report | 9/30/10 9
Performance Update | 9/30/10
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in
common shares of Pioneer High Income Trust, compared to that of the Bank
of America Merrill Lynch High Yield Master II Index.
Cumulative Total Returns
(As of September 30, 2010)
-------------------------------------------------------------
Net Asset Market
Period Value Price
-------------------------------------------------------------
Life-of-Trust
(4/26/02) 167.22% 204.61%
5 Years 62.22 90.50
1 Year 28.30 34.15
-------------------------------------------------------------
[The following data was represented as a mountain chart in the printed material]
Value of $10,000 Investment
Bank of
America
Merrill Lynch
Pioneer High Yield
High Income Master II
Trust Index
4/02 10,000 10,000
9/02 9,072 8,879
11,973 11,481
9/04 14,398 12,899
15,990 13,763
9/06 19,334 14,855
20,190 16,004
9/08 14,462 14,141
22,706 17,302
9/10 30,461 20,506
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below net asset value (NAV), due to such factors as
interest rate changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one-time public offering and, once issued, shares of closed-end funds are sold
in the open market through a stock exchange and frequently trade at prices lower
than their NAV. NAV per common share is total assets less total liabilities,
which includes preferred shares, divided by the number of common shares
outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends are
assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
Index comparison begins April 30, 2002. The Bank of America Merrill Lynch High
Yield Master II Index is a commonly accepted measure of the performance of high
yield securities. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. The Index is not leveraged. It is not possible to invest directly in
the Index.
10 Pioneer High Income Trust | Semiannual Report | 9/30/10
Schedule of Investments | 9/30/10 (unaudited)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 2.8% of Net Assets
TRANSPORTATION -- 0.1%
Airlines -- 0.1%
248,016 B/B1 Continental Airlines, Inc., Series B, 8.499%, 11/1/12 $ 256,076
-------------
Total Transportation $ 256,076
----------------------------------------------------------------------------------------------------
BANKS -- 1.1%
Thrifts & Mortgage Finance -- 1.1%
502,921(a) AA/Aa2 ACE Securities Corp., 0.696%, 4/25/35 $ 490,915
531,442(a) AA+/Aa1 ACE Securities Corp., 0.846%, 12/25/34 396,509
374,335(a) B-/Ba1 Amortizing Residential Collateral Trust,
1.521%, 1/25/32 152,971
1,004,759(a) BB/Ba3 Aviation Capital Group Trust, 0.71%,
11/15/25 (144A) 592,808
280,000(a) CCC/Baa2 Bear Stearns Asset Backed Securities Trust,
0.696%, 1/25/47 113,536
624,795 B/Caa1 Citigroup Mortgage Loan Trust, Inc., 0.366%, 2/25/37 489,714
197,930(a) AAA/Caa2 FBR Securitization Trust, 0.596%, 10/25/35 123,913
965,000(a) BBB/B2 Home Equity Asset Trust, 0.356%, 3/25/37 802,793
525,842(a) BB-/Caa2 Morgan Stanley Capital, Inc., 0.356%, 2/25/37 489,714
365,671(a) B-/Ba2 Residential Asset Securities Corp., 0.476%, 1/25/36 330,279
-------------
Total Banks $ 3,983,152
----------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.5%
Other Diversified Financial Services -- 0.3%
1,902,372(a) B-/Caa1 Aircraft Finance Trust, 0.71%, 5/15/24 (144A) $ 913,139
145,462(a) B-/Ba3 Aircraft Finance Trust, 0.73%, 5/15/24 (144A) 119,279
-------------
$ 1,032,418
----------------------------------------------------------------------------------------------------
Specialized Finance -- 0.2%
850,000 BBB-/Baa3 Dominos Pizza Master Issuer LLC, 5.261%,
4/25/37 (144A) $ 850,000
-------------
Total Diversified Financials $ 1,882,418
----------------------------------------------------------------------------------------------------
MATERIALS -- 0.0%
Aluminum -- 0.0%
250,000(a) NR/NR Security National Mortgage Loan Trust, 6.55%,
4/25/37 (144A) $ 187,813
-------------
Total Materials $ 187,813
----------------------------------------------------------------------------------------------------
REAL ESTATE -- 0.2%
Mortgage Real Estate Investment Trust -- 0.2%
600,000 NR/NR Real Estate Asset Trust, 10.0%, 9/25/40 (144A) $ 600,000
-------------
Total Real Estate $ 600,000
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 11
Schedule of Investments | 9/30/10 (unaudited) (continued)
---------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------
UTILITIES -- 0.9%
Multi-Utilities -- 0.9%
3,738,605 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 $ 3,490,923
-------------
Total Utilities $ 3,490,923
---------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $9,895,191) $ 10,400,382
---------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.4%
of Net Assets
CONSUMER SERVICES -- 0.4%
Restaurants -- 0.4%
300,000 BB+/Baa3 DB Master Finance LLC, 5.779%, 6/20/31 (144A) $ 301,788
1,245,000 BB-/Ba3 DB Master Finance LLC, 8.285%, 6/20/31 (144A) 1,227,582
-------------
Total Consumer Services $ 1,529,370
---------------------------------------------------------------------------------------------------
BANKS -- 1.0%
Thrifts & Mortgage Finance -- 1.0%
835,000(a) A/B3 Carrington Mortgage Loan Trust, 0.346%, 10/25/36 $ 631,720
465,473(a) AA+/Ba3 Carrington Mortgage Loan Trust, 0.366%, 2/25/37 434,018
1,504,000(a) BBB+/Caa2 Carrington Mortgage Loan Trust, 0.446%, 2/25/37 868,522
380,907(a) CCC/Ba2 Countrywide Alternative Loan Trust,
0.576%, 10/25/35 222,137
440,779(a) B/Baa3 Countrywide Alternative Loan Trust, 0.596%, 9/25/35 255,498
270,469(a) CCC/Ba1 Countrywide Home Loan Mortgage Pass Through Trust,
0.606%, 3/25/35 89,761
361,534(a) B+/B1 JPMorgan Mortgage Trust, 4.954%, 11/25/35 348,043
1,014,047(a) D/Ca Luminent Mortgage Trust, 0.506%, 7/25/36 70,535
370,996(a) BBB-/Baa1 Structured Asset Mortgage Investments, Inc.,
0.556%, 9/25/45 243,000
832,253(a) AAA/Aa1 WaMu Mortgage Pass Through Certificates,
0.476%, 4/25/45 685,509
-------------
Total Banks $ 3,848,743
---------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $6,360,506) $ 5,378,113
---------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 108.7%
of Net Assets
ENERGY -- 12.3%
Coal & Consumable Fuels -- 1.1%
1,350,000(b) BB/Ba3 Bumi Capital Pte, Ltd., 12.0%, 11/10/16 (144A) $ 1,447,875
2,329,000 BB-/B1 Drummond Co., Inc., 9.0%, 10/15/14 (144A) 2,460,006
316,000 B+/Caa1 Murray Energy Corp., 10.25%, 10/15/15 (144A) 327,850
-------------
$ 4,235,731
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
12 Pioneer High Income Trust | Semiannual Report | 9/30/10
--------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.7%
2,982,936 NR/NR DDI Holding AS, 9.3%, 1/19/12 (144A) $ 2,990,393
500,000 B-/B2 Hercules Offshore, Inc., 10.5%, 10/15/17 (144A) 415,000
1,085,000 A/A3 Offshore Group Investments Ltd., 11.5%,
8/1/15 (144A) 1,139,250
1,900,000 B/B3 Pioneer Drilling Co., 9.875%, 3/15/18 (144A) 1,942,750
-------------
$ 6,487,393
--------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 3.4%
4,500,000 B+/B1 American Petroleum Tankers LLC, 10.25%,
5/1/15 (144A) $ 4,601,250
3,000,000 B-/B3 Aquilex Holdings LLC, 11.125%, 12/15/16 2,970,000
600,000(a)(c) NR/NR DP Producer AS, 0.0%, 12/5/11 (144A) 6,000
1,515,000 B+/B2 Expro Finance Luxembourg SCA, 8.5%,
12/15/16 (144A) 1,443,038
238,581(c) NR/NR Nexus 1 Pte, Ltd., 10.5%, 3/7/12 (144A) 239
NOK 4,600,000(c) NR/NR Petrojack AS, 11.0%, 4/19/10 86,404
385,386(a)(c) NR/NR PetroProd, Ltd., 0.0%, 1/12/12 (144A) 385
4,500,000 NR/NR Sevan Marine ASA, 13.25%, 8/10/15 799,153
800,000 A/A3 Sevan Marine ASA, 12.0%, 8/10/15 (144A) 836,000
400,000(a) NR/NR Sevan Marine ASA, 3.524%, 5/14/13 (144A) 342,000
1,806,000 NR/NR Skeie Drilling & Production ASA, 11.25%, 3/8/13 1,900,815
-------------
$ 12,985,284
--------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 4.4%
775,000 BB-/B2 Berry Petroleum Co., 10.25%, 6/1/14 $ 873,813
390,000 BB/B1 Denbury Resources, Inc., 9.75%, 3/1/16 437,775
1,750,000 BB-/B2 Hilcorp Energy I LP, 9.0%, 6/1/16 (144A) 1,815,625
1,045,000 B/B3 Mariner Energy, Inc., 11.75%, 6/30/16 1,199,138
2,020,000 B+/B3 Mariner Energy, Inc., 11.75%, 6/30/16 2,540,150
NOK 2,550,000 NR/NR Norse Energy Corp. ASA, 10.0%, 7/13/10 439,790
2,125,000 NR/NR Norse Energy Corp. ASA, 6.5%, 7/14/11 1,806,250
1,497,000 NR/NR Norse Energy Corp. ASA, 6.5%, 7/14/11 (144A) 1,541,910
NOK 5,000,000 NR/NR Norwegian Energy Co. AS, 12.9%, 11/20/14 892,217
3,660,000 B-/B3 Quicksilver Resources, Inc., 7.125%, 4/1/16 3,614,250
1,250,000(d) B+/B3 SandRidge Energy, Inc., 8.625%, 4/1/15 1,250,000
-------------
$ 16,410,918
--------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 1.0%
1,000,000 BB-/B3 Coffeyville Resources LLC, 10.875%, 4/1/17 (144A) $ 1,055,000
175,000 B/B2 Petroplus Finance, Ltd., 7.0%, 5/1/17 (144A) 152,250
2,215,000(b) BB+/Ba1 Tesoro Corp., 9.75%, 6/1/19 2,436,500
-------------
$ 3,643,750
--------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 13
Schedule of Investments | 9/30/10 (unaudited) (continued)
-----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.7%
350,000(a) BB/Ba1 Enterprise Products Operating LLC, 8.375%, 8/1/66 $ 365,313
2,394,000(a) BB/Ba1 Southern Union Co., 7.2%, 11/1/66 2,160,585
-------------
$ 2,525,898
-------------
Total Energy $ 46,288,974
-----------------------------------------------------------------------------------------------------------
MATERIALS -- 18.0%
Aluminum -- 0.2%
1,200,000(c) NR/WR Asia Aluminum Holdings, Ltd., 8.0%,
12/23/11 (144A) $ 181,500
773,279(a)(d) CCC+/B3 Noranda Aluminum Acquisition Corp.,
5.274%, 5/15/15 643,755
-------------
$ 825,255
-----------------------------------------------------------------------------------------------------------
Commodity Chemicals -- 2.2%
3,250,000 C/WR Basell Finance Co., 8.1%, 3/15/27 (144A) $ 3,014,375
480,000 BB-/Ba3 Invista, 9.25%, 5/1/12 (144A) 486,000
4,500,000 BBB-/Ba1 Methanex Corp., 8.75%, 8/15/12 4,770,000
-------------
$ 8,270,375
-----------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 0.7%
EURO 350,000 CCC/Caa3 Ineos Group Holdings Plc, 7.875%, 2/15/16 (144A) $ 400,176
2,625,000(b) CCC/Caa3 Ineos Group Holdings Plc, 8.5%, 2/15/16 (144A) 2,221,406
-------------
$ 2,621,582
-----------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 2.6%
1,391,615(d) NR/NR Blaze Recycling & Metals LLC, 13.0%, 7/16/12 $ 1,148,083
2,890,000 B/B2 FMG Finance Pty., Ltd., 10.625%, 9/1/16 (144A) 3,558,313
4,070,000 BBB/Baa3 Teck Resources, Ltd., 10.25%, 5/15/16 4,945,050
-------------
$ 9,651,446
-----------------------------------------------------------------------------------------------------------
Materials -- 1.3%
5,690,000 CCC+/B3 AGY Holding Corp., 11.0%, 11/15/14 $ 4,864,950
-----------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 1.1%
2,500,000 CCC+/B2 AEP Industries, Inc., 7.875%, 3/15/13 $ 2,525,000
1,450,000 B-/B3 BWAY Holdings Co., 10.0%, 6/15/18 (144A) 1,569,625
-------------
$ 4,094,625
-----------------------------------------------------------------------------------------------------------
Paper Packaging -- 3.6%
2,000,000 CCC/Caa1 Berry Plastics Corp., 9.5%, 5/15/18 $ 1,880,000
2,225,838(e) NR/NR Corp Durango SAB de CV, 6.0%, 8/27/16 1,908,656
2,795,000 CCC+/Caa1 Graham Packaging Co., 9.875%, 10/15/14 2,899,813
4,796,000(b) B/B3 Graphic Packaging International, Inc., 9.5%, 8/15/13 4,897,915
2,250,000 AAA/B3 U.S. Corrugated, Inc., 10.0%, 6/1/13 2,025,000
-------------
$ 13,611,384
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Semiannual Report | 9/30/10
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Paper Products -- 3.1%
2,136,000 NR/B1 ABI Escrow Corp., 10.25%, 10/15/18 (144A) $ 2,173,380
2,000,000(b) B+/B1 Appleton Papers, Inc., 10.5%, 6/15/15 (144A) 1,875,000
645,000 B+/B1 Cellu Tissue Holdings, Inc., 11.5%, 6/1/14 757,875
405,000 BB/Ba3 Clearwater Paper Corp., 10.625%, 6/15/16 455,625
1,550,000 A/A3 Exopack Holdings Corp., 11.25%, 2/1/14 (144A) 1,584,875
4,607,000 B/B3 Exopack Holdings Corp., 11.25%, 2/1/14 4,710,658
-------------
$ 11,557,413
----------------------------------------------------------------------------------------------------
Specialty Chemicals -- 1.0%
575,000 B/B1 Vertellus Specialities, Inc., 9.375%, 10/1/15 (144A) $ 596,563
3,000,000(b) CCC+/Caa1 Hexion U.S. Finance Corp., 9.75%, 11/15/14 3,120,000
-------------
$ 3,716,563
----------------------------------------------------------------------------------------------------
Steel -- 2.2%
4,660,000 CCC+/Caa2 Algoma Acquisition Corp., 9.875%, 6/15/15 (144A) $ 4,153,225
2,400,000 BB+/Ba1 CSN Islands VIII Corp., 9.75%, 12/16/13 (144A) 2,813,520
1,250,000 B/B3 Severstal Columbus LLC, 10.25%, 2/15/18 (144A) 1,312,500
-------------
$ 8,279,245
-------------
Total Materials $ 67,492,838
----------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 9.6%
Aerospace & Defense -- 2.5%
3,600,000 B-/B3 Aeroflex, Inc., 11.75%, 2/15/15 $ 3,888,000
1,465,000 BB/Ba3 BE Aerospace, Inc., 8.5%, 7/1/18 1,596,849
620,000 BB+/Ba2 Bombardier, Inc., 8.0%, 11/15/14 (144A) 647,125
570,000 BB/Ba3 Digitalglobe, Inc., 10.5%, 5/1/14 634,125
1,984,000 B/B1 DynCorp International, Inc., 10.375%, 7/1/17 (144A) 1,974,080
295,000 B/B1 GeoEye, Inc., 9.625%, 10/1/15 321,919
-------------
$ 9,062,098
----------------------------------------------------------------------------------------------------
Building Products -- 0.9%
1,935,000(c) CC/WR Industrias Unidas SA de CV, 11.5%,
11/15/16 (144A) $ 1,456,088
1,790,000 B-/B3 Intcomex, Inc., 13.25%, 12/15/14 (144A) 1,897,400
-------------
$ 3,353,488
----------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.3%
1,375,000 B+/Caa1 New Enterprise Stone & Lime Co., 11.0%,
9/1/18 (144A) $ 1,285,625
----------------------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 1.3%
570,000 B+/Caa1 American Railcar Industries, Inc., 7.5%, 3/1/14 $ 571,425
3,250,000 CCC/Caa3 Commercial Vehicle Group, Inc., 8.0%, 7/1/13 2,795,000
383,000 CCC/Caa2 Greenbrier Cos, Inc., 8.375%, 5/15/15 371,510
774,000(b) BB-/Caa1 Manitowoc Co., Inc., 9.5%, 2/15/18 808,830
275,000 B-/B2 Titan International, Inc., 8.0%, 1/15/12 295,625
-------------
$ 4,842,390
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 15
Schedule of Investments | 9/30/10 (unaudited) (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.5%
2,000,000 B/B3 Wireco Worldgroup, 9.5%, 5/15/17 (144A) $ 2,055,000
----------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 1.0%
3,180,000(c) D/WR Indalex Holding Corp., 11.5%, 2/1/14 $ 23,850
3,889,000 CCC+/Caa1 Park-Ohio Industries, Inc., 8.375%, 11/15/14 3,791,774
-------------
$ 3,815,624
----------------------------------------------------------------------------------------------------------
Industrial Machinery -- 2.1%
1,080,000 B/B3 Liberty Tire Recycling, 11.0%, 10/1/16 (144A) $ 1,101,600
5,170,000 CCC+/B3 Mueller Water Products, Inc., 7.375%, 6/1/17 4,562,525
2,440,000 B+/NR WPE International Cooperatief , 10.375%,
9/30/20 (144A) 2,354,600
-------------
$ 8,018,725
----------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.0%
500,000 B/B3 Avis Budget Car Rental LLC, 9.625%, 3/15/18 $ 528,750
3,370,000 B/B1 Wesco Distribution, Inc., 7.5%, 10/15/17 3,369,999
-------------
$ 3,898,749
-------------
Total Capital Goods $ 36,331,699
----------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 5.0%
Commercial Printing -- 0.7%
2,560,000 B/B2 Sheridan Acquisition Corp., 10.25%, 8/15/11 $ 2,537,600
----------------------------------------------------------------------------------------------------------
Diversified Support Services -- 1.0%
4,450(f) NR/B3 MSX International UK, 12.5%, 4/1/12 (144A) $ 3,916,000
----------------------------------------------------------------------------------------------------------
Environmental & Facilities Services -- 0.1%
2,180,000(c) NR/WR Aleris International, Inc., 10.0%, 12/15/16 $ 981
315,000 B+/B2 Casella Waste Systems, Inc., 11.0%, 7/15/14 344,925
1,275,000(a)(c)(g) NR/NR Ohio Air Quality Development Authority Revenue,
7.29%, 6/8/22 (144A) 133,493
-------------
$ 479,399
----------------------------------------------------------------------------------------------------------
Office Services & Supplies -- 3.2%
11,830,000 BB/Baa3 Xerox Capital Trust I, 8.0%, 2/1/27 $ 12,036,599
-------------
Total Commercial & Professional Services $ 18,969,598
----------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 1.8%
Air Freight & Logistics -- 1.2%
EURO 272,000 CCC-/Caa3 CEVA Group Plc, 10.0%, 12/1/16 (144A) $ 300,782
3,351,000 CCC/Caa1 CEVA Group Plc, 11.5%, 4/1/18 (144A) 3,488,923
720,000 CCC/Caa1 CEVA Group Plc, 11.625%, 10/1/16 (144A) 759,600
-------------
$ 4,549,305
----------------------------------------------------------------------------------------------------------
Airlines -- 0.3%
881,000 BB-/Ba2 Delta Airlines, Inc., 9.5%, 9/15/14 (144A) $ 955,885
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Semiannual Report | 9/30/10
--------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------
Trucking -- 0.3%
1,430,000 B/B3 Syncreon Global Ireland Ltd., 9.5%, 5/1/18 (144A) $ 1,403,188
-------------
Total Transportation $ 6,908,378
--------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 4.7%
Auto Parts & Equipment -- 4.3%
1,250,000(b) CCC+/Caa2 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) $ 1,356,250
2,761,300 CCC+/Caa2 Allison Transmission, Inc., 11.25%, 11/1/15 (144A) 2,996,011
4,760,000 CCC/Caa1 Stanadyne Corp., 10.0%, 8/15/14 4,498,200
1,500,000(e) CCC-/Caa3 Stanadyne Corp., 12.0%, 2/15/15 1,237,500
4,235,000(b) CCC+/Caa1 Tenneco Automotive, Inc., 8.625%, 11/15/14 4,340,875
1,840,000(b) B/B1 Tower Automotive Holdings USA LLC, 10.625%,
9/1/17 (144A) 1,858,400
-------------
$ 16,287,236
--------------------------------------------------------------------------------------------------
Tires & Rubber -- 0.4%
1,165,000 B+/B1 Goodyear Tire & Rubber Co., 10.5%, 5/15/16 $ 1,319,363
-------------
Total Automobiles & Components $ 17,606,599
--------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 2.9%
Homebuilding -- 1.1%
1,095,000 CCC/Caa2 Beazer Homes USA, Inc., 9.125%, 6/15/18 $ 1,025,194
3,060,000 B+/B1 Meritage Homes Corp., 6.25%, 3/15/15 3,006,450
-------------
$ 4,031,644
--------------------------------------------------------------------------------------------------
Housewares & Specialities -- 1.8%
1,435,000 B/B1 Jarden Corp., 7.5%, 5/1/17 $ 1,485,225
3,690,000(b) B-/B3 Yankee Acquisition Corp., 8.5%, 2/15/15 3,809,925
1,500,000 CCC+/Caa1 Yankee Acquisition Corp., 9.75%, 2/15/17 1,560,000
-------------
$ 6,855,150
-------------
Total Consumer Durables & Apparel $ 10,886,794
--------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.3%
Personal Products -- 0.3%
1,050,000 B-/NR Revlon Consumer Products Corp., 9.75%, 11/15/15 $ 1,102,500
-------------
Total Household & Personal Products $ 1,102,500
--------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 2.1%
Casinos & Gaming -- 1.6%
1,650,000(c) NR/WR Buffalo Thunder Development Authority, 9.375%,
12/15/14 (144A) $ 429,000
975,000 B+/B2 FireKeepers Development Authority, 13.875%,
5/1/15 (144A) 1,135,874
4,500,000(c) NR/Ca Little Traverse Bay Bands of Odawa Indians, 10.25%,
2/15/14 (144A) 1,507,500
1,375,000(c) NR/WR Mashantucket Western Pequot Tribe, 8.5%,
11/15/15 (144A) 206,250
401,000 B/NR Pinnacle Entertainment, Inc., 8.75%, 5/15/20 394,985
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 17
Schedule of Investments | 9/30/10 (unaudited) (continued)
-------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------------
Casinos & Gaming -- (continued)
1,585,000 B+/B2 Pokagon Gaming Authority, 10.375%, 6/15/14 (144A) $ 1,654,344
275,000 BB-/B1 Scientific Games International, Inc., 9.25%, 6/15/19 292,188
740,000 CCC/Caa2 Shingle Springs Tribal Gaming Authority, 9.375%,
6/15/15 (144A) 551,300
-------------
$ 6,171,441
-------------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 0.5%
1,750,000 B-/B3 StoneMor Operating LLC/Cornerstone Family Services/
Osiris Holdings, 10.25%, 12/1/17 (144A) $ 1,863,750
-------------
Total Consumer Services $ 8,035,191
-------------------------------------------------------------------------------------------------------------
MEDIA -- 8.8%
Advertising -- 1.3%
2,690,000 B+/B2 MDC Partners, Inc., 11.0%, 11/1/16 (144A) $ 2,878,299
2,600,000 B-/Caa2 Sitel LLC/Sitel Finance Corp., 11.5%, 4/1/18 (144A) 2,080,000
-------------
$ 4,958,299
-------------------------------------------------------------------------------------------------------------
Broadcasting -- 5.6%
1,096,054 B/B2 CCH II LLC/CCH II Capital Corp., 13.5%, 11/30/16 $ 1,301,564
970,000 B/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 1,003,950
4,320,000 B/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 4,471,200
3,527,831(d) CCC+/Caa3 Intelsat Bermuda, Ltd., 11.5%, 2/4/17 3,823,287
2,500,000 BB-/B3 Intelsat Corp., 9.25%, 6/15/16 2,665,625
1,000,000 B+/B3 Intelsat Subsidiary Holding Co., Ltd., 8.5%, 1/15/13 1,011,250
535,000 B-/Caa1 Telesat Canada, 11.0%, 11/1/15 604,550
800,000 B-/Caa1 Telesat Canada, 12.5%, 11/1/17 944,000
5,380,689(b)(d) CCC/Caa2 Univision Communications, Inc., 9.75%,
3/15/15 (144A) 5,138,558
-------------
$ 20,963,984
-------------------------------------------------------------------------------------------------------------
Cable & Satelite -- 1.4%
EURO 3,750,000 BB-/B2 Kabel Deutschland GMBH, 10.75%, 7/1/14 $ 5,349,902
-------------------------------------------------------------------------------------------------------------
Publishing -- 0.5%
400,000 B-/Caa1 Interactive Data Corp., 10.25%, 8/1/18 (144A) $ 428,000
1,400,000 CCC+/Caa2 TL Acquisitions, Inc., 10.5%, 1/15/15 (144A) 1,391,250
-------------
$ 1,819,250
-------------
Total Media $ 33,091,435
-------------------------------------------------------------------------------------------------------------
RETAILING -- 2.9%
Automotive Retailing -- 0.2%
640,000 B-/Caa1 Sonic Automotive, Inc., 8.625%, 8/15/13 $ 651,200
-------------------------------------------------------------------------------------------------------------
Distributors -- 0.1%
475,000 B-/B3 Minerva Overseas II, Ltd., 10.875%,
11/15/19 (144A) $ 507,063
-------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Semiannual Report | 9/30/10
-----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------
Internet Retailing -- 1.3%
4,340,000 B/B1 Ticketmaster Entertainment, Inc., 10.75%, 8/1/16 $ 4,752,300
-----------------------------------------------------------------------------------------------------
Specialty Stores -- 1.3%
4,615,000(b) B/Caa1 Sally Holdings LLC, 10.5%, 11/15/16 $ 5,053,425
-------------
Total Retailing $ 10,963,988
-----------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 5.6%
Agricultural Products -- 1.6%
5,622,000 B+/B3 Southern States Cooperative Inc., 11.25%,
5/15/15 (144A) $ 5,959,320
-----------------------------------------------------------------------------------------------------
Brewers -- 1.7%
5,885,000 BBB+/A3 Cia Brasileira de Bebida, 10.5%, 12/15/11 $ 6,473,499
-----------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 1.4%
775,000 NR/B1 Bertin, Ltd., 10.25%, 10/5/16 (144A) $ 863,118
1,500,000 B-/B3 FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc.,
9.875%, 2/1/20 (144A) 1,279,870
500,000 B+/B1 Marfrig Overseas, Ltd., 9.625%, 11/16/16 (144A) 536,250
2,410,000 B-/B3 Minerva Overseas, Ltd., 9.5%, 2/1/17 (144A) 2,482,300
-------------
$ 5,161,538
-----------------------------------------------------------------------------------------------------
Tobacco -- 0.9%
3,450,000 B+/B2 Alliance One International, Inc., 10.0%, 7/15/16 $ 3,734,625
-------------
Total Food, Beverage & Tobacco $ 21,328,982
-----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 5.3%
Health Care Equipment & Services -- 0.8%
2,875,000 CCC+/Caa2 Accellent, Inc., 10.5%, 12/1/13 $ 2,903,750
-----------------------------------------------------------------------------------------------------
Health Care Facilities -- 2.2%
110,000 BB-/B2 HCA, Inc., 9.875%, 2/15/17 $ 121,550
535,000 B-/Caa1 HCA, Inc., 6.25%, 2/15/13 544,363
3,308,147(d) BB-/B2 HCA, Inc., 9.625%, 11/15/16 3,610,015
3,725,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%, 7/15/17 (144A) 3,804,156
-------------
$ 8,080,084
-----------------------------------------------------------------------------------------------------
Health Care Services -- 0.7%
1,287,000 B-/B3 Bioscrip, Inc., 10.25%, 10/1/15 $ 1,315,958
1,256,000 B-/B2 Gentiva Health Services, Inc., 11.5%, 9/1/18 (144A) 1,340,780
-------------
$ 2,656,738
-----------------------------------------------------------------------------------------------------
Health Care Supplies -- 1.6%
615,000 B-/B3 Alere, Inc., 9.0%, 5/15/16 $ 633,450
1,000,000 B/Caa1 Bausch & Lomb, Inc., 9.875%, 11/1/15 1,063,750
4,085,000(d) B-/B3 Biomet, Inc., 10.375%, 10/15/17 4,513,924
-------------
$ 6,211,124
-------------
Total Health Care Equipment & Services $ 19,851,696
-----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 19
Schedule of Investments | 9/30/10 (unaudited) (continued)
---------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE
SCIENCES -- 1.1%
Biotechnology -- 0.5%
1,729,000 B+/B2 Lantheus Medical Imaging, Inc., 9.75%,
5/15/17 (144A) $ 1,780,870
---------------------------------------------------------------------------------------------------
Life Sciences Tools & Services -- 0.6%
961,893(d) B/Caa1 Catalent Pharma Solutions, Inc., 9.5%, 4/15/15 $ 971,512
1,344,000 B+/B3 PharmaNet Development Group, Inc., 10.875%,
4/15/17 (144A) 1,387,680
-------------
$ 2,359,192
-------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 4,140,062
---------------------------------------------------------------------------------------------------
BANKS -- 1.4%
Diversified Banks -- 0.4%
1,265,000(a) BB/Ba3 ABN AMRO North American Holding Preferred Capital
Repackaging Trust, 6.523%, 12/29/49 (144A) $ 1,138,500
400,000(a) NR/Ba2 Banco Macro SA, 10.75%, 6/7/12 286,000
-------------
$ 1,424,500
---------------------------------------------------------------------------------------------------
Regional Banks -- 1.0%
1,225,000(a)(h) BBB/Baa3 PNC Financial Services Group, Inc., 8.25% $ 1,301,183
1,790,000(a) BBB+/Baa1 State Street Capital Trust III, 8.25%, 3/15/42 1,835,717
750,000(a)(h) A-/Ba1 Wells Fargo Capital XV, 9.75% 825,000
-------------
$ 3,961,900
-------------
Total Banks $ 5,386,400
---------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 3.8%
Asset Management & Custody Banks -- 0.7%
575,000(a) BB+/Baa3 Janus Capital Group, Inc., 6.5%, 6/15/12 $ 603,151
975,000(a) BB+/Baa3 Janus Capital Group, Inc., 6.95%, 6/15/17 1,018,502
950,000(a) B+/B1 Pinafore LLC, 9.0%, 10/1/18 (144A) 997,500
-------------
$ 2,619,153
---------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.5%
2,325,000(a)(h) BBB/Baa2 Goldman Sachs Capital II, 5.793% $ 1,973,343
---------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 0.1%
250,000(a) BB/NR Ibis Re, Ltd., 10.507%, 5/10/12 (144A) $ 271,125
---------------------------------------------------------------------------------------------------
Specialized Finance -- 2.5%
500,000 BB/Baa3 Capital One Capital V, 10.25%, 8/15/39 $ 541,250
300,000(a) B-/NR Montana Re, Ltd., 13.502%, 12/7/12 (144A) 302,190
695,000 B+/NR National Money Mart Co., 10.375%, 12/15/16 740,175
8,825,000 CCC/Caa2 NCO Group, Inc., 11.875%, 11/15/14 7,898,375
-------------
$ 9,481,990
-------------
Total Diversified Financials $ 14,345,611
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Semiannual Report | 9/30/10
--------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------
INSURANCE -- 6.6%
Insurance Brokers -- 3.0%
3,305,000 CCC/Caa1 Alliant Holdings I, Inc., 11.0%, 5/1/15 (144A) $ 3,412,413
100,000 CCC+/B3 HUB International Holdings, Inc., 9.0%,
12/15/14 (144A) 98,750
4,455,000 CCC+/Caa1 HUB International Holdings, Inc., 10.25%,
6/15/15 (144A) 4,321,349
2,286,000(a) CCC/B3 U.S.I. Holdings Corp., 4.125%, 11/15/14 (144A) 1,945,958
1,610,000 CCC/Caa1 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 1,561,700
-------------
$ 11,340,170
--------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 1.3%
3,075,000(a) BB/Baa3 Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 3,628,500
1,100,000 BBB/Baa2 MetLife, Inc., 10.75%, 8/1/39 1,427,250
-------------
$ 5,055,750
--------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.5%
5,300,000 BBB-/Baa3 Allmerica Financial Corp., 7.625%, 10/15/25 $ 5,560,882
--------------------------------------------------------------------------------------------------------
Reinsurance -- 0.8%
EURO 275,000(a) B-/NR Atlas Reinsurance Plc, 10.95%, 1/10/11 (144A) $ 375,432
375,000(a) BB+/NR Blue Fin, Ltd., 4.65% 4/10/12 (144A) 357,188
250,000(a) BB-/NR Mystic Re II, Ltd., 10.252%, 6/7/11 (144A) 260,675
650,000(a) BB-/NR Residential Reinsurance 2008, Ltd., 7.002%,
6/6/11 (144A) 661,635
850,000(a) B/NR Residential Reinsurance 2008, Ltd., 11.752%,
6/6/11 (144A) 880,345
250,000(a) B-/NR Successor X, Ltd., 0.0%, 12/9/10 (144A) 239,275
-------------
$ 2,774,550
-------------
Total Insurance $ 24,731,352
--------------------------------------------------------------------------------------------------------
REAL ESTATE -- 1.3%
Real Estate Operating Companies -- 1.3%
147,349(a) B-/NR Alto Palermo SA, 11.0%, 6/11/12 (144A) $ 62,623
5,000,000 B-/B3 Forest City Enterprises, Inc., 7.625%, 6/1/15 4,650,000
-------------
Total Real Estate $ 4,712,623
--------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 3.6%
Application Software -- 0.5%
1,870,000 CCC+/Caa2 Vangent, Inc., 9.625%, 2/15/15 $ 1,713,388
--------------------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 0.9%
3,965,000 B-/Caa1 First Data Corp., 9.875%, 9/24/15 $ 3,241,387
--------------------------------------------------------------------------------------------------------
Internet Software & Services -- 0.9%
2,892,000 B-/B1 Terremark Worldwide, Inc., 12.0%, 6/15/17 $ 3,304,110
--------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.7%
2,845,000 CCC/Caa1 Activant Solutions, Inc., 9.5%, 5/1/16 $ 2,734,756
--------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 21
Schedule of Investments | 9/30/10 (unaudited) (continued)
-----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------
Systems Software -- 0.6%
3,545,335(d)(g) NR/NR Pegasus Solutions, Inc., 13.0%, 4/15/14 (144A) $ 2,659,001
-------------
Total Software & Services $ 13,652,642
-----------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 0.6%
Computer Storage & Peripherals -- 0.2%
600,000 BBB/Baa3 Seagate Technology International, 10.0%,
5/1/14 (144A) $ 708,000
-----------------------------------------------------------------------------------------------------
Computer Storage & Peripherals -- 0.4%
1,550,000 B/B1 Da-Lite Screen Co., Inc., 12.5%, 4/1/15 $ 1,588,750
-------------
Total Technology Hardware & Equipment $ 2,296,750
-----------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.9%
Alternative Carriers -- 0.7%
2,210,000 B/B2 Global Crossing, Ltd., 12.0%, 9/15/15 $ 2,497,300
-----------------------------------------------------------------------------------------------------
Integrated Telecommunication Services -- 3.7%
1,100,000 NR/NR Bakrie Telecom PTE, Ltd., 11.5%, 5/7/15 (144A) $ 1,182,500
4,295,000 B-/B3 Broadview Networks Holdings, Inc., 11.375%, 9/1/12 4,209,099
539,000 B-/B3 Cincinnati Bell, Inc., 8.75%, 3/15/18 525,525
3,000,000 BB-/B2 GCI, Inc., 7.25%, 2/15/14 3,060,000
1,000,000 B/B1 PAETEC Holding Corp., 8.875%, 6/30/17 1,045,000
3,865,000(b) CCC+/Caa1 PAETEC Holding Corp., 9.5%, 7/15/15 3,942,299
-------------
$ 13,964,423
-----------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 3.5%
6,400,000(b) B-/Caa1 Cricket Communications, Inc., 9.375%, 11/1/14 $ 6,624,000
2,500,000 CCC+/Caa2 Intelsat Jackson Holdings, Ltd., 11.5%, 6/15/16 2,712,500
540,000 B/B2 MetroPCS Wireless, Inc., 9.25%, 11/1/14 565,650
3,020,000 B-/B2 True Move Co., Ltd., 10.75%, 12/16/13 (144A) 3,208,750
-------------
$ 13,110,900
-------------
Total Telecommunication Services $ 29,572,623
-----------------------------------------------------------------------------------------------------
UTILITIES -- 3.1%
Electric Utilities -- 0.8%
885,000(b) B+/Caa3 Energy Future Holdings Corp., 10.0%,
1/15/20 (144A) $ 878,593
3,095,000(b) CCC/Caa2 Texas Competitive Electric Holdings Co. LLC,
10.25%, 11/1/15 2,027,225
-------------
$ 2,905,818
-----------------------------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- 2.0%
3,890,000(b) A/A3 Foresight Energy Corp., 9.625%, 8/15/17 (144A) $ 4,006,700
1,800,000 BB-/Ba3 Intergen NV, 9.0%, 6/30/17 (144A) 1,903,500
1,500,000 NR/B2 Star Energy Geothermal (Wayang Windu), Ltd., 11.5%,
2/12/15 (144A) 1,695,703
-------------
$ 7,605,903
-----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Semiannual Report | 9/30/10
-----------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------
Multi - Utilities -- 0.3%
1,000,000 BB-/Ba2 PNM Resources, Inc., 9.25%, 5/15/15 $ 1,076,250
-------------
Total Utilities $ 11,587,971
-----------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $389,433,338) $ 409,284,706
-----------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES -- 7.4% of Net Assets
ENERGY -- 1.9%
Coal & Consumable Fuels -- 0.5%
1,905,000 BB-/NR Massey Energy Co., 3.25%, 8/1/15 $ 1,690,688
-----------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.1%
2,265,000(b) NR/NR Hercules Offshore, Inc., 10.5%, 10/15/17 $ 1,562,850
1,600,000(b) BBB/Baa3 Transocean, Ltd., 1.5%, 12/15/37 1,566,000
1,175,000 BBB/Baa3 Transocean, Ltd., 1.625%, 12/15/37 1,166,188
-------------
$ 4,295,038
-----------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.3%
1,340,000 BB/Ba3 Chesapeake Energy Corp., 2.5%, 5/15/37 $ 1,165,800
-------------
Total Energy $ 7,151,526
-----------------------------------------------------------------------------------------------
MATERIALS -- 0.8%
Diversified Chemicals -- 0.8%
4,000(f) BB-/NR Hercules, Inc., 6.5%, 6/30/29 $ 3,080,000
-------------
Total Materials $ 3,080,000
-----------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.5%
Electrical Components & Equipment -- 0.5%
500,000 NR/NR JA Solar Holdings Co., Ltd., 4.5%, 5/15/13 $ 472,500
1,569,000 NR/NR Suntech Power Holdings Co., Ltd., 3.0%, 3/15/13 1,353,263
-------------
Total Capital Goods $ 1,825,763
-----------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.8%
Marine -- 0.8%
3,330,000 CCC+/Caa3 Horizon Lines, Inc., 4.25%, 8/15/12 $ 3,030,299
-------------
Total Transportation $ 3,030,299
-----------------------------------------------------------------------------------------------
MEDIA -- 0.4%
Movies & Entertainment -- 0.4%
1,832,000 B-/NR Live Nation, Inc., 2.875%, 7/15/27 $ 1,566,360
-------------
Total Media $ 1,566,360
-----------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.7%
Health Care Equipment & Services -- 0.7%
2,837,000(e) BB+/NR Hologic, Inc., 2.0%, 12/15/37 $ 2,624,225
-----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 23
Schedule of Investments | 9/30/10 (unaudited) (continued)
---------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------
Health Care Facilities -- 0.7%
1,985,000(b) B/B2 LifePoint Hospitals, Inc., 3.25%, 8/15/25 $ 1,937,856
780,000 B/NR LifePoint Hospitals, Inc., 3.5%, 5/15/14 776,100
-------------
$ 2,713,956
---------------------------------------------------------------------------------------------------
Health Care Services -- 0.3%
1,210,000 B+/B1 Omnicare, Inc., 3.25%, 12/15/35 $ 1,040,599
-------------
Total Health Care Equipment & Services $ 6,378,780
---------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -0.4%
Electronic Equipment & Instruments -- 0.4%
1,514,000 B+/NR L-1 Identity Solutions, Inc., 3.75%, 5/15/27 $ 1,514,000
-------------
Total Technology Hardware & Equipment $ 1,514,000
---------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 0.9%
Alternative Carriers -- 0.9%
3,025,000 B-/B3 Time Warner Telecom, Inc., 2.375%, 4/1/26 $ 3,531,688
-------------
Total Telecommunication Services $ 3,531,688
---------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $21,187,488) $ 28,078,416
---------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 5.6% of Net Assets
Indiana -- 1.6%
1,650,000 BBB/Baa2 East Chicago Industrial Pollution Control Revenue,
7.0%, 1/1/14 $ 1,602,761
4,250,000 BBB/NR Indiana Development Finance Authority Revenue,
5.75%, 10/1/11 4,324,163
-------------
$ 5,926,924
---------------------------------------------------------------------------------------------------
Michigan -- 0.0%
3,000,000(g) NR/NR Wayne Charter Escrow, 0.0%, 12/1/15 $ 30
---------------------------------------------------------------------------------------------------
New Jersey -- 1.2%
4,525,000 B/B3 New Jersey Economic Development Authority Revenue,
7.0%, 11/15/30 $ 4,533,190
---------------------------------------------------------------------------------------------------
New York -- 0.9%
3,475,000 BB-/B1 New York City Industrial Development Agency Revenue,
7.625%, 12/1/32 $ 3,533,311
---------------------------------------------------------------------------------------------------
North Carolina -- 1.9%
6,300,000 NR/NR Charlotte Special Facilities Refunding Revenue,
5.6%, 7/1/27 $ 5,533,353
1,670,000 NR/NR Charlotte Special Facilities Refunding Revenue,
7.75%, 2/1/28 1,673,808
-------------
$ 7,207,161
---------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $16,652,888) $ 21,200,616
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Semiannual Report | 9/30/10
------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 0.6% of Net Assets
3,300,000(a)(i) NR/NR Non-Profit Preferred Funding Trust I, 12.0%,
9/15/37 (144A) $ 2,225,685
------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED DEBT
OBLIGATION
(Cost $3,293,400) $ 2,225,685
------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS -- 1.0% of Net Assets
Argentina -- 0.3%
1,200,000 B-/B2 City of Buenos Aires, 12.5%, 4/6/15 (144A) $ 1,281,000
------------------------------------------------------------------------------------------------------
Russia -- 0.7%
2,076,400(e) BBB+/Baa2 Russia Government International Bond,
7.5%, 3/31/30 $ 2,479,637
------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $2,645,968) $ 3,760,637
------------------------------------------------------------------------------------------------------
FLOATING RATE LOAN INTERESTS -- 3.1% of Net Assets (j)
ENERGY -- 0.3%
Coal & Consumable Fuels -- 0.2%
750,000 BB/NR Bumi Resources Term Loan, 0.0%, 8/5/32 $ 750,000
------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.1%
452,111 BB-/B3 Venoco, Inc., Second Lien Term Loan, 4.25%, 5/7/14 $ 425,737
-------------
Total Energy $ 1,175,737
------------------------------------------------------------------------------------------------------
MATERIALS -- 0.7%
Diversified Chemicals -- 0.3%
418,000 B/B2 Ineos US Finance LLC, Facility Term Loan B-2,
7.5%, 12/16/13 $ 419,306
418,000 B/B2 Ineos US Finance LLC, Facility Term Loan C-2,
8.0%, 12/16/14 419,306
-------------
$ 838,612
------------------------------------------------------------------------------------------------------
Steel -- 0.4%
1,567,131(g) B/B3 Niagara Corp. Term Loan B, 10.5%, 6/29/14 $ 1,551,460
-------------
Total Materials $ 2,390,072
------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 0.0%
Diversified Support Services -- 0.0%
119,378 B-/Caa1 Rental Service Corp., Second Lien Initial Term Loan,
3.76%, 11/30/13 $ 116,095
-------------
Total Commercial & Professional Services $ 116,095
------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 25
Schedule of Investments | 9/30/10 (unaudited) (continued)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 0.3%
FOOD, BEVERAGE & TOBACCO -- 0.3%
Packaged Foods & Meats -- 0.3%
1,300,000 NR/NR Pierre Foods, Inc., LIEN 2, 0.0%, 7/29/17 $ 1,254,500
-------------
Total Food, Beverage & Tobacco $ 1,254,500
----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.7%
Health Care Services -- 0.3%
1,149,225 NR/B1 Prime Healthcare Services Term Loan B,
7.25%, 4/28/15 $ 1,131,987
----------------------------------------------------------------------------------------------------
Health Care Technology -- 0.4%
1,400,000 B/B2 Medical Card 1st Lien Term Loan, 12.0%, 8/10/15 $ 1,372,000
-------------
Total Health Care Equipment & Services $ 2,503,987
----------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 0.1%
Auto Parts & Equipment -- 0.1%
400,661 B+/B3 HHI Group Holdings, LLC, Term Loan, 10.5%, 4/30/15 $ 406,671
-------------
Total Automobiles & Components $ 406,671
----------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.1%
Casinos & Gaming -- 0.1%
2,330,000(c) D/C Gateway Casinos & Entertainment, Inc., Advance
Second Lien Term Loan, 5.751%, 3/31/15 $ 407,750
-------------
Total Consumer Services $ 407,750
----------------------------------------------------------------------------------------------------
INSURANCE -- 0.6%
Multi-Line Insurance -- 0.6%
373,797 B-/B2 AmWins Group, Inc., Initial Term Loan
2.76% - 2.78%, 6/8/13 $ 347,164
2,250,000 CCC/B3 AmWins Group, Inc., Second Lien Initial Term Loan,
5.78%, 6/9/14 1,935,000
-------------
Total Insurance $ 2,282,164
----------------------------------------------------------------------------------------------------
UTILITIES -- 0.3%
Electric Utilities -- 0.3%
188,100 B+/B1 Texas Competitive Electric Holdings Co., LLC, Delayed
Draw Term Loan, 3.729%-3.79%, 10/10/14 $ 145,477
1,184,733 B+/B1 Texas Competitive Electric Holdings Co., LLC, Initial
Tranche B-2 Term Loan, 3.729%-3.79%, 10/10/14 922,030
-------------
Total Utilities $ 1,067,507
----------------------------------------------------------------------------------------------------
TOTAL FLOATING RATE LOAN INTERESTS
(Cost $13,740,689) $ 11,604,483
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Semiannual Report | 9/30/10
-------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------
COMMON STOCKS -- 3.2% of Net Assets
AUTOMOBILES & COMPONENTS -- 0.9%
Auto Parts & Equipment -- 0.9%
43,119(k) Lear Corp. $ 3,403,383
-------------
Total Automobiles & Components $ 3,403,383
-------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.1%
Building Products -- 0.1%
894(g)(k)(i) Panolam Holdings Co. $ 438,060
-------------
Total Capital Goods $ 438,060
-------------------------------------------------------------------------------------
ENERGY -- 0.1%
Oil & Gas Drilling -- 0.1%
13,045 Rowan Companies, Inc. $ 396,053
-------------
Total Energy $ 396,053
-------------------------------------------------------------------------------------
MATERIALS -- 1.4%
Commodity Chemicals -- 0.4%
79,319(k) Georgia Gulf Corp. $ 1,296,073
-------------------------------------------------------------------------------------
Diversified Chemicals -- 0.9%
78,678 LyondellBasell Industries NV, Class A $ 1,880,404
67,842 LyondellBasell Industries NV, Class B 1,618,032
-------------
$ 3,498,436
-------------------------------------------------------------------------------------
Diversified Metals & Mining -- 0.1%
3,995 Freeport-McMoRan Copper & Gold, Inc., Class B $ 341,133
-------------------------------------------------------------------------------------
Steel -- 0.0%
26,215(g) KNIA Holdings, Inc., Class A $ 183,243
-------------
Total Materials $ 5,318,885
-------------------------------------------------------------------------------------
MEDIA -- 0.1%
Cable & Satellite -- 0.1%
17,042(b)(k) Charter Communications, Inc. $ 553,865
-------------
Total Media $ 553,865
-------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE SCIENCES -- 0.3%
Pharmaceuticals -- 0.3%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 939,900
-------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 939,900
-------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.0%
Systems Software -- 0.0%
10,942(g)(k) Perseus Holding Corp. (144A) $ --
-------------
Total Software & Services $ --
-------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 27
Schedule of Investments | 9/30/10 (unaudited) (continued)
--------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------
TRANSPORTATION -- 0.3%
Airlines -- 0.3%
96,819(b)(k) Delta Airlines, Inc. (144A) $ 1,126,973
-------------
Total Transportation $ 1,126,973
--------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $9,703,379) $ 12,177,119
--------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK -- 0.7% of Net Assets
DIVERSIFIED FINANCIALS -- 0.7%
Other Diversified Financial Services -- 0.7%
2,755 Bank of America Corp., 7.25% $ 2,706,788
-------------
Total Diversified Financials $ 2,706,788
--------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost $2,108,446) $ 2,706,788
--------------------------------------------------------------------------------------
PREFERRED STOCK -- 0.0% of Net Assets
SOFTWARE & SERVICES -- 0.0%
Systems Software -- 0.0%
5,745(g) Perseus Holding Corp., 14.0% (144A) $ --
--------------------------------------------------------------------------------------
TOTAL PREFERRED STOCK
(Cost $0) $ --
--------------------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.0% of Net Assets
Banks -- 0.0%
Diversified Banks -- 0.0%
1,310,558 Norse Energy Corp. ASA $ 2
-------------
Total Banks $ 2
--------------------------------------------------------------------------------------
ENERGY -- 0.0%
Oil & Gas Exploration & Production -- 0.0%
2,500,000(k) Norse Energy Corp. ASA - CW11, Expires 7/14/11 $ 72,573
250,000 Panoro Energy Corp. 14,941
-------------
Total Energy $ 87,514
--------------------------------------------------------------------------------------
TOTAL RIGHTS/WARRANTS
(Cost $598,018) $ 87,516
--------------------------------------------------------------------------------------
ESCROW HOLDINGS -- 0.0% of Net Assets
ENERGY -- 0.0%
Oil & Gas Refining & Marketing -- 0.0%
4,280,000(g)(k) Verasun Energy Corp. $ 43
-------------
Total Energy $ 43
--------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Semiannual Report | 9/30/10
--------------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 0.0%
Auto Parts & Equipment -- 0.0%
4,535,000(g)(k) Lear Corp. $ 45
-------------
Total Automobiles & Components $ 45
--------------------------------------------------------------------------------------------
TOTAL ESCROW HOLDINGS
(Cost $0) $ 88
--------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 12.9% of Net Assets
Repurchase Agreements -- 1.9%
1,785,000 BNP Paribas, 0.25%, 10/1/10 $ 1,785,000
1,785,000 Deutsche Bank Finance, 0.23%, 10/1/10 1,785,000
1,785,000 JPMorgan, Inc., 0.25%, 10/1/10 1,785,000
1,785,000 Societe Generale, 0.22%, 10/1/10 1,785,000
-------------
Total Repurchase Agreements $ 7,140,000
--------------------------------------------------------------------------------------------
SECURITIES LENDING COLLATERAL -- 11.0%(l)
Certificates of Deposit:
1,178,006 Bank of Nova Scotia, 0.37%, 9/29/10 $ 1,178,006
824,606 BBVA Group NY, 0.56%, 7/26/11 824,606
1,178,006 BNP Paribas Bank NY, 0.38%, 11/8/10 1,178,006
589,004 DNB Nor Bank ASA NY, 0.27%, 11/10/10 589,004
1,178,006 Nordea NY, 0.5%, 12/10/10 1,178,006
1,178,006 RoboBank Netherland NV NY, 0.44%, 8/8/11 1,178,006
1,178,006 Royal Bank of Canada NY, 0.26%, 1/21/11 1,178,006
1,178,006 SocGen NY, 0.34%, 11/10/10 1,178,006
589,004 Svenska NY, 0.275%, 11/12/10 589,004
-------------
$ 9,070,650
--------------------------------------------------------------------------------------------
Commercial Paper:
706,804 American Honda Finance, 0.28%, 5/4/11 $ 706,804
473,863 American Honda Finance, 1.04%, 6/20/11 473,863
433,407 Australia & New Zealand Banking
Group, 1.04%, 8/4/11 433,407
1,202,399 Caterpillar Financial Services Corp., 1.04%, 6/24/11 1,202,399
1,295,807 CBA, 0.31%, 1/3/11 1,295,807
824,079 CHARFD, 0.31%, 12/14/10 824,079
235,566 CHARFD, 0.38%, 10/15/10 235,566
706,469 CLIPPR, 0.28%, 12/1/10 706,469
380,325 CLIPPR, 0.45%, 10/8/10 380,325
471,161 CLIPPR, 0.45%, 10/8/10 471,161
658,916 FAIRPP, 0.3%, 11/9/10 658,916
470,987 FASCO, 0.27%, 12/1/10 470,987
1,178,166 Federal Home Loan Bank, 0.37%, 6/1/11 1,178,166
588,969 GE Corp., 0.55%, 1/26/11 588,969
117,727 General Electric Capital Corp., 0.37%, 6/6/11 117,727
127,509 General Electric Capital Corp., 0.59%, 10/6/10 127,509
128,402 General Electric Capital Corp., 0.62%, 10/21/10 128,402
470,987 OLDLLC, 0.27%, 12/1/10 470,987
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 29
Schedule of Investments | 9/30/10 (unaudited) (continued)
--------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------
Commercial Paper -- (continued)
645,318 OLDLLC, 0.27%, 12/2/10 $ 645,318
942,169 SANTANDER, 0.43%, 10/22/10 942,169
588,712 SRCPP, 0.27%, 12/6/10 588,712
235,574 SRCPP, 0.38%, 10/12/10 235,574
883,582 STRAIT, 0.25%, 12/8/10 883,582
353,391 STRAIT, 0.36%, 10/4/10 353,391
588,729 TBLLC, 0.27%, 12/2/10 588,729
588,935 TBLLC, 0.38%, 10/12/10 588,935
1,178,006 Toyota Motor Credit Corp., 0.44%, 9/8/11 1,178,006
1,177,732 VARFUN, 0.35%, 10/25/10 1,177,732
706,831 Wachovia, 0.39%, 3/22/11 706,831
1,178,006 Westpac, 0.5%, 07/29/11 1,178,006
471,171 WFC, 0.37%, 12/2/10 471,171
-------------
$ 20,009,699
--------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
857,967 Barclays Capital Markets, 0.2%, 10/1/10 $ 857,967
4,712,027 Deutsche Bank Securites, Inc., 0.25%, 10/1/10 4,712,027
1,178,006 HSBC Bank USA NA, 0.25% 10/1/10 1,178,006
706,804 JPMorgan, Inc., 0.22%, 10/1/10 706,804
1,178,006 RBS Securities, Inc., 0.25%, 10/1/10 1,178,006
-------------
$ 8,632,810
--------------------------------------------------------------------------------
Money Market Mutual Funds:
1,178,006 Blackrock Liquidity Temporary Cash Fund $ 1,178,006
1,178,006 Dreyfus Preferred Money Market Fund 1,178,006
1,178,006 Fidelity Prime Money Market Fund 1,178,006
-------------
$ 3,534,018
-------------
Total Securities Lending Collateral $ 41,247,177
--------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $48,387,177) $ 48,387,177
--------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 147.4%
(Cost $524,010,489) (m)(n) $ 555,291,726
--------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES - (7.3)% $ (27,738,907)
--------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE -- (40.1)% $(151,001,606)
--------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 376,551,213
================================================================================
NR Security not rated by S&P or Moody's.
WR Withdrawn Rating.
(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, 2010, the value of these securities amounted to
$155,733,050 or 41.4% of total net assets applicable to common
shareowners.
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Semiannual Report | 9/30/10
(a) Floating rate note. The rate shown is the coupon rate at September 30,
2010.
(b) At September 30, 2010, the following securities were out on loan:
-----------------------------------------------------------------------------------------------
Principal
Amount Market
USD($) Description Value
-----------------------------------------------------------------------------------------------
273,000 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) $ 296,205
500,000 Appleton Papers, Inc., 10.5%, 6/15/15 (144A) 468,750
1,300,000 Bumi Capital Pte, Ltd., 12.0%, 11/10/16 (144A) 1,394,250
6,332,000 Cricket Communications, Inc., 9.375%, 11/1/14 6,553,620
876,000 Energy Future Holdings Corp., 10.0%, 1/15/20 (144A) 869,658
400,000 Foresight Energy Corp., 9.625%, 8/15/17 (144A) 412,000
1,230,000 Graphic Packaging International, Inc., 9.5%, 8/15/13 1,256,138
1,000,000 Hercules Offshore, Inc., 10.5%, 10/15/17 690,000
2,970,000 Hexion U.S. Finance Corp., 9.75%, 11/15/14 3,088,800
2,515,750 Ineos Group Holdings Plc, 8.5%, 2/15/16 (144A) 2,128,953
1,900,000 LifePoint Hospitals, Inc., 3.25%, 8/15/25 1,854,875
766,000 Manitowoc Co., Inc., 9.5%, 2/15/18 800,470
1,149,000 PAETEC Holding Corp., 9.5%, 7/15/15 1,171,980
4,400,000 Sally Holdings LLC, 10.5%, 11/15/16 4,818,000
4,192,000 Tenneco Automotive, Inc., 8.625%, 11/15/14 4,296,800
1,681,000 Tesoro Corp., 9.75%, 6/1/19 1,849,100
3,064,000 Texas Competitive Electric Holdings Co. LLC, 10.25%, 11/1/15 2,006,920
1,778,000 Tower Automotive Holdings USA LLC, 10.625%, 9/1/17 (144A) 1,795,780
99,000 Transocean, Ltd., 1.5%, 12/15/37 96,896
150,000 Univision Communications, Inc., 9.75%, 3/15/15 (144A) 143,250
3,602,000 Yankee Acquisition Corp., 8.5%, 2/15/15 3,719,065
-----------------------------------------------------------------------------------------------
Shares
-----------------------------------------------------------------------------------------------
15,000 Charter Communications, Inc. 487,500
95,800 Delta Airlines, Inc. (144A) 1,115,112
-----------------------------------------------------------------------------------------------
$41,314,122
===============================================================================================
(c) Security is in default and is non-income producing.
(d) Payment-in Kind (PIK) security which may pay interest in additional
principal amount.
(e) Debt obligation initially issued at one coupon which converts to
another coupon at a specific date. The rate shown is the rate at
September 30, 2010.
(f) Security is priced as a unit.
(g) Security valued using fair value methods (other than prices supplied by
independent pricing services).
(h) Security is a perpetual bond and has no definite maturity date.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 31
Schedule of Investments | 9/30/10 (unaudited) (continued)
(i) Indicates a security that has been deemed illiquid. The aggregate cost
of illiquid securities is $3,731,460. The aggregate value of $2,663,745
represents 0.7% of total net assets applicable to common shareowners.
(j) Floating rate loan interests in which the Trust invests generally pay
interest at rates that are periodically redetermined by reference to a
base lending rate plus a premium. These base lending rates are
generally (i) the lending rate offered by one or more major European
banks, such as LIBOR (London InterBank Offered Rate), (ii) the prime
rate offered by one or more major United States banks, (iii) the
certificate of deposit (iv) other base lending rates used by commercial
lenders. The interest rate shown is the rate accruing at September 30,
2010.
(k) Non-income producing.
(l) Securities lending collateral is managed by Credit Suisse AG, New York
Branch.
(m) At September 30, 2010, the net unrealized gain on investments based on
cost for federal income tax purposes of $524,010,489 was as follows:
Aggregate gross unrealized gain for all investments in which there is an
excess of value over tax cost $33,421,443
Aggregate gross unrealized loss for all investments in which there is an
excess of tax cost over value (2,140,206)
-----------
Net unrealized gain $31,281,237
===========
For financial reporting purposes net unrealized gain was $31,281,237
and cost of investments aggregated $529,560,489.
(n) Distributions of investments by country of issue, as a percentage of
total investment in securities (excluding temporary cash investments),
is as follows:
United States 81.0%
Canada 3.0%
Cayman Islands 2.6%
Bermuda 1.9%
Norway 1.8%
Netherlands 1.7%
Brazil 1.4%
United Kingdom 1.3%
Germany 1.0%
Other (individually less than 1%) 4.3%
-----
100.0%
=====
Note: Principal amounts are denominated in U.S. dollars unless otherwise
denoted.
EURO Euro
NOK Norwegian Krone
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended September 30, 2010, aggregated $66,091,428 and $24,603,707,
respectively.
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Semiannual Report | 9/30/10
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of September 30, 2010, in
valuing the Trust's investments:
--------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------------------------
Asset backed securities $ -- $ 10,400,382 $ -- $ 10,400,382
Collateralized mortgage backed
securities 5,378,113 -- 5,378,113
Corporate bonds & notes
(environmental & facilities) -- -- 133,493 133,493
Corporate bonds & notes
(systems software) -- -- 2,659,001 2,659,001
Corporate bonds & notes
(other industries) 406,492,212 -- 406,492,212
Convertible bonds & notes -- 28,078,416 -- 28,078,416
Municipal bonds 21,200,586 30 21,200,616
Municipal collaterized debt obligation -- 2,225,685 -- 2,225,685
Sovereign debt obligation -- 3,760,637 -- 3,760,637
Floating rate loan interests (steel) -- -- 1,551,460 1,551,460
Floating rate loan interests
(other industries) -- 10,053,023 -- 10,053,023
Common stock (building products) -- -- 438,060 438,060
Common stock (systems software) -- -- -- --
Common stock (steel) -- -- 183,243 183,243
Common stock (other industries) 11,555,816 -- -- 11,555,816
Convertible preferred stock (other
diversified financial services) -- 2,706,788 -- 2,706,788
Rights/Warrants 87,516 -- 87,516
Escrow holdings 88 88
Temporary cash investments -- 44,853,159 -- 44,853,159
Money Market Mutual Funds 3,534,018 -- -- 3,534,018
--------------------------------------------------------------------------------------------------
Total $15,177,350 $535,149,001 $4,965,375 $555,291,726
==================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 33
Schedule of Investments | 9/30/10 (unaudited) (continued)
The following is a reconciliation of assets valued using significant
unobservable inputs (level 3):
--------------------------------------------------------------------------------------------------------------------
Change in Transfer
Realized unrealized Net in and Balance
Balance as gain appreciation purchases out of as of
of 3/31/10 (loss) (depreciation)(1) (sales) Level 3* 9/30/10
--------------------------------------------------------------------------------------------------------------------
Corporate bonds & notes
(environmental &
facilities) $ -- $-- $ -- $ -- $133,493 $ 133,493
Corporate bonds & notes
(systems software) 2,585,250 -- 172,086 (98,335) -- 2,659,001
Municipal Bonds -- -- 30 -- -- 30
Floating rate loan
interests (steel) 1,546,097 -- 5,363 -- -- 1,551,460
Common stock
(building products) 438,060 -- -- -- -- 438,060
Common stock (steel) 203,428 -- (20,185) -- -- 183,243
Escrow holdings -- -- 88 -- -- 88
--------------------------------------------------------------------------------------------------------------------
Ending balance $4,772,835 $-- $ 157,382 $ (98,335) $133,493 $4,965,375
====================================================================================================================
(1) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized gain (loss) from investments in the Statement of
Operations.
* Transfers are calculated beginning of period.
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Semiannual Report | 9/30/10
Statement of Assets and Liabilities | 9/30/10 (unaudited)
ASSETS:
Investments in securities, at value (including securities loaned of
$41,314,122 (cost $524,010,489) $555,291,726
Cash 2,113,369
Foreign currencies, at value (cost $2,853,206) 2,617,709
Receivables --
Investment securities sold 515,699
Dividends and interest 12,065,909
Prepaid expenses and other assets 39,410
--------------------------------------------------------------------------------------
Total assets $572,643,822
--------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 3,439,168
Upon return of securities loaned 41,247,177
Due to affiliates 269,166
Accrued expenses 135,492
--------------------------------------------------------------------------------------
Total liabilities $ 45,091,003
--------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040 shares,
including dividends payable of $1,606 $151,001,606
--------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $395,903,902
Undistributed net investment income 10,507,008
Accumulated net realized loss on investments and foreign currency
transactions (60,915,216)
Net unrealized gain on investments 31,281,237
Net unrealized loss on forward foreign currency contracts and other
assets and liabilities denominated in foreign currencies (225,718)
--------------------------------------------------------------------------------------
Net assets applicable to common shareowners $376,551,213
======================================================================================
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $376,551,213/27,870,038 common shares $ 13.51
======================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 35
Statement of Operations (unaudited)
For the Six Months Ended 9/30/10
INVESTMENT INCOME:
Interest $24,389,555
Dividends (net of foreign taxes withheld $582) 190,166
Income from securities loaned, net 63,402
-------------------------------------------------------------------------------------------------------
Total investment income $24,643,123
-------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 1,550,928
Administrative fees 70,419
Transfer agent fees and expenses 21,608
Shareowner communications expense 9,518
Auction agent fees 192,593
Custodian fees 24,749
Registration fees 12,444
Professional fees 63,136
Printing expense 22,702
Trustees' fees 8,054
Pricing fee 20,746
Miscellaneous 32,866
-------------------------------------------------------------------------------------------------------
Total expenses $2,029,763
Less fees paid indirectly (1)
-------------------------------------------------------------------------------------------------------
Net expenses $2,029,762
-------------------------------------------------------------------------------------------------------
Net investment income $22,613,361
-------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) from:
Investments $ 1,607,233
Forward foreign currency contracts and other assets and liabilities
denominated in foreign currencies 428,329 $2,035,562
-------------------------------------------------------------------------------------------------------
Change in net unrealized gain (loss) from:
Investments $ 6,451,291
Forward foreign currency contracts and other assets and liabilities
denominated in foreign currencies (406,948) $6,044,343
-------------------------------------------------------------------------------------------------------
Net gain on investments and foreign currency transactions $8,079,905
-------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS
FROM NET INVESTMENT INCOME: $ (240,178)
-------------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common shareowners
resulting from operations $30,453,088
=======================================================================================================
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Semiannual Report | 9/30/10
Statement of Changes in Net Assets
For the Six Months Ended 9/30/10 (unaudited) and the Year Ended 3/31/10,
respectively
-----------------------------------------------------------------------------------------------------
Six Months Ended
9/30/10 Year Ended
(unaudited) 3/31/10
-----------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 22,613,361 $ 45,468,921
Net realized gain (loss) on investments and foreign currency
transactions 2,035,562 (42,000,903)
Change in net unrealized gain (loss) on investments and foreign
currency transactions 6,044,343 212,161,816
Dividends and distributions to preferred shareowners from net
investment income (240,178) (396,102)
-----------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from operations $ 30,453,088 $215,233,732
-----------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS FROM:
Net investment income
($0.83 and $1.65 per share, respectively) $ (22,929,564) $(45,526,952)
-----------------------------------------------------------------------------------------------------
Total distributions to common shareowners $ (22,929,564) $(45,526,952)
-----------------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 1,940,982 $ 3,323,010
-----------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from Trust share transactions $ 1,940,982 $ 3,323,010
-----------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners $ 9,464,506 $173,029,790
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 367,086,707 194,056,917
-----------------------------------------------------------------------------------------------------
End of year $ 376,551,213 $367,086,707
-----------------------------------------------------------------------------------------------------
Undistributed net investment income $ 10,507,008 $ 11,063,389
-----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 37
Financial Highlights
------------------------------------------------------------------------------------------------------
Six Months Ended Year
9/30/10 Ended
(unaudited) 3/31/10
------------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $ 13.23 $ 7.07
------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 0.81 $ 1.65
Net realized and unrealized gain (loss) on investments and foreign
currency transactions 0.31 6.17
Dividends and distributions to preferred shareowners from:
Net investment income (0.01) (0.01)
Net realized gains -- --
------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.11 $ 7.81
Dividends and distributions to common shareowners from:
Net investment income (0.83) (1.65)
Net realized gains -- --
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.28 $ 6.16
------------------------------------------------------------------------------------------------------
Net asset value, end of period (c) $ 13.51 $ 13.23
------------------------------------------------------------------------------------------------------
Market value, end of period (c) $ 16.12 $ 15.38
======================================================================================================
Total return at market value (d) 10.86% 119.69%
Ratios to average net assets of common shareowners
Net expenses (e) 1.11%(f) 1.23%
Net investment income before preferred share dividends 12.37%(f) 14.92%
Preferred share dividends 0.13%(f) 0.13%
Net investment income available to common shareowners 12.24%(f) 14.79%
Portfolio turnover 5%(f) 15%
---------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended
3/31/09 3/31/08 3/31/07 3/31/06
---------------------------------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $ 13.41 $ 16.63 $ 16.13 $ 16.34
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 1.82 $ 1.90 $ 1.88 $ 1.88
Net realized and unrealized gain (loss) on investments and foreign
currency transactions (6.38) (2.73) 0.64 0.00(b)
Dividends and distributions to preferred shareowners from:
Net investment income (0.13) (0.22) (0.27) (0.19)
Net realized gains -- (0.07) (0.01) (0.02)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (4.69) $ (1.12) $ 2.24 $ 1.67
Dividends and distributions to common shareowners from:
Net investment income (1.65) (1.65) (1.65) (1.65)
Net realized gains -- (0.45) (0.09) (0.23)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (6.34) $ (3.22) $ 0.50 $ (0.21)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period (c) $ 7.07 $ 13.41 $ 16.63 $ 16.13
---------------------------------------------------------------------------------------------------------------------------
Market value, end of period (c) $ 8.03 $ 13.15 $ 17.84 $ 16.80
===========================================================================================================================
Total return at market value (d) (27.74)% (15.37)% 17.61% 24.84%
Ratios to average net assets of common shareowners
Net expenses (e) 1.25% 1.02% 1.01% 0.99%
Net investment income before preferred share dividends 17.03% 12.36% 11.57% 11.68%
Preferred share dividends 1.22% 1.45% 1.67% 1.19%
Net investment income available to common shareowners 15.81% 10.91% 9.90% 10.49%
Portfolio turnover 19% 15% 27% 20%
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Semiannual Report | 9/30/10
--------------------------------------------------------------------------------------------------------
Six Months Ended Year
9/30/10 Ended
(unaudited) 3/31/10
--------------------------------------------------------------------------------------------------------
Net assets of common shareowners, end of period (in thousands) $ 376,551 $ 367,087
Preferred shares outstanding (in thousands) $ 151,000 $ 151,000
Asset coverage per preferred share, end of period $ 87,343 $ 85,777
Average market value per preferred share (g) $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,000 $ 25,001
Ratios to average net assets of common shareowners before waivers and
reimbursement of expenses
Net expenses (e) 1.11%(f) 1.23%
Net investment income before preferred share dividends 12.37%(f) 14.92%
Preferred share dividends 0.13%(f) 0.13%
Net investment income available to common shareowners 12.24%(f) 14.79%
========================================================================================================
-----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended
3/31/09 3/31/08 3/31/07 3/31/06
-----------------------------------------------------------------------------------------------------------------------------
Net assets of common shareowners, end of period (in thousands) $ 194,057 $ 365,199 $ 450,444 $ 434,429
Preferred shares outstanding (in thousands) $ 151,000 $ 151,000 $ 151,000 $ 151,000
Asset coverage per preferred share, end of period $ 57,131 $ 85,481 $ 99,597 $ 96,940
Average market value per preferred share (g) $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,002 $ 25,018 $ 25,020 $ 25,015
Ratios to average net assets of common shareowners before waivers and
reimbursement of expenses
Net expenses (e) 1.25% 1.02% 1.01% 0.99%
Net investment income before preferred share dividends 17.03% 12.36% 11.57% 11.68%
Preferred share dividends 1.22% 1.45% 1.67% 1.19%
Net investment income available to common shareowners 15.81% 10.91% 9.90% 10.49%
=============================================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Amount is less than $0.01 per common share.
(c) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and
Saturday.
(d) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and
distributions, if any, are assumed for purposes of this calculation to be
reinvested at prices obtained under the Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(e) Expense ratios do not reflect the effect of dividend payments to preferred
shareowners.
(f) Annualized.
(g) Market value is redemption value without an active market.
The information above represents the audited operating performance data for a
share of common stock outstanding, total investment return, ratios to average
net assets of common shareowners and other supplemental data for the periods
indicated. This information has been determined based upon financial information
provided in the financial statements and market value data for the Trust's
common shares. The accompanying notes are an integral part of these financial
statements.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 39
Notes to Financial Statements | 9/30/10 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the Trust) was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002,
the Trust had no operations other than matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended. The investment objective of the
Trust is to seek a high level of current income and the Trust may seek capital
appreciation to the extent that it is consistent with its investment objective.
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's shareowner reports from time to time. Please refer to those documents
when considering the Trust's risks. At times, the Trust's investments may
represent industries or industry sectors that are interrelated or have common
risks, making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries or sectors.
Under normal market conditions, the Trust invests at least 80% of its assets in
below investment grade (high-yield) debt securities, loans and preferred
stocks. Because the Trust's investments will be concentrated in the high-yield
securities, it will be subject to risks of such securities. Below investment
grade securities are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal.
The Trust's investments in certain foreign markets or countries with limited
developing markets may subject the Trust to a greater degree of risk than in a
developed market. These risks include disruptive political or economic
conditions and the possible imposition of adverse governmental laws or currency
exchange restrictions.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of income, expenses and gain or loss on investments during the
reporting year. Actual results could differ from those estimates.
40 Pioneer High Income Trust | Semiannual Report | 9/30/10
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. The net asset value of
the Trust is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. Investments
in loan interests are valued in accordance with guidelines established by the
Board of Trustees at the mean between the last available bid and asked prices
from one or more brokers or dealers as obtained from Loan Pricing
Corporation. For the limited number of loan interests for which no reliable
price quotes are available, such loan interests will be valued by Loan
Pricing Corporation through the use of pricing matrices to determine
valuations. Fixed income securities with remaining maturity of more than
sixty days are valued at prices supplied by independent pricing services,
which consider such factors as market prices, market events, quotations from
one or more brokers, Treasury spreads, yields, maturities and ratings.
Valuations may be supplemented by dealers and other sources, as required.
Equity securities are valued at the last sale price on the principal exchange
where they are traded. Securities or loans for which market prices and/or
quotations are not readily available or are considered to be unreliable are
valued using fair value methods pursuant to procedures adopted by the Board
of Trustees.
The Trust may use the fair value methods if it is determined that a
significant event has occurred after the close of the exchange or market on
which the security trades and prior to the determination of the Trust's net
asset value. Thus, the valuation of the Trust's securities may differ from
exchange prices. At September 30, 2010, ten securities were valued using fair
value methods (in addition to securities valued using prices supplied by
independent pricing services) representing 1.3% of net assets applicable to
common shareowners. Inputs used in the valuation of a security using fair
value methods include credit ratings, the financial condition of the company,
current market conditions and comparable securities. Short-term income
securities with remaining maturities of sixty days or less generally are
valued at amortized cost. Money market mutual funds are valued at net asset
value.
Discounts and premiums on debt securities are accreted or amortized,
respectively, daily, into interest income on an effective yield to maturity
basis with a corresponding increase or decrease in the cost basis of the
security. Premiums and discounts related to certain mortgage-backed
securities are amortized or accreted in proportion to the monthly paydowns.
Interest income, including income on interest bearing cash accounts, is
recorded on an accrual basis, net of unrecoverable foreign taxes withheld at
the applicable country rates.
Pioneer High Income Trust | Semiannual Report | 9/30/10 41
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.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the Statement of Operations from the
effects of changes in market prices of those securities but are included with
the net realized and unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized gains or losses are recorded in
the Trust's financial statements. The Trust records realized gains and losses
at the time a portfolio hedge is offset by entry into a closing transaction
or extinguished by delivery of the currency. Risks may arise upon entering
into these contracts from the potential inability of counterparties to meet
the terms of the contracts and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar (see Note 5).
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal income
tax rules. Therefore, the sources of the Trust's distributions may be shown
in the accompanying financial statements as either from or in excess
42 Pioneer High Income Trust | Semiannual Report | 9/30/10
of net investment income or net realized gain (loss) on investment and
foreign currency transactions, or from paid-in capital, depending on the type
of book/tax differences that may exist.
The tax character of current year distributions paid to common and preferred
shareowners will be determined at the end of the fiscal year. Distributions
paid during the year ended March 31, 2010 were as follows:
-------------------------------------------------
2010
-------------------------------------------------
Distribution paid from:
Ordinary Income $45,923,054
-------------------------------------------------
Total taxable distribution $45,923,054
=================================================
The following shows components of distributable earnings (losses) on a
federal income tax basis at March 31, 2010.
---------------------------------------------------
2010
---------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 13,299,905
Capital loss carryforward (56,023,174)
Post-October loss deferred (6,519,449)
Dividends payable (7,091)
Unrealized appreciation 22,373,595
---------------------------------------------------
Total $ (26,876,214)
===================================================
The difference between book-basis and tax-basis unrealized appreciation is
primarily attributable to the tax deferral of losses on straddles and wash
sales, the realization for tax purposes of unrealized gains on certain
foreign currency contracts, the difference between book and tax amortization
methods for premiums and discounts on fixed income securities, the accrual of
income on securities in default, and other book/tax temporary differences.
E. Repurchase Agreements
With respect to repurchase agreements entered into by the Trust, the value of
the underlying securities (collateral), including accrued interest is
required to be equal to or in excess of the repurchase price. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Trust's custodian or sub custodians of the Trust. The Trust's
investment adviser, Pioneer Investment Management, Inc. (PIM), is responsible
for determining that the value of the collateral remains at least equal to
the repurchase price.
F. Securities Lending
The Trust lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Trust typically receives cash collateral from the borrower
equal to at least the
Pioneer High Income Trust | Semiannual Report | 9/30/10 43
value of the securities loaned, which is invested in temporary investments.
Credit Suisse AG, New York Branch, as the Trust's securities lending agent,
manages the Trust's securities lending collateral. The income earned on the
investment of collateral is shared with the borrower and the lending agent in
payment of any rebate due to the borrower with respect to the securities
loan, and in compensation for the lending agent's services to the Trust. The
Trust also continues to receive payments in lieu of dividends or interest on
the securities loaned. Gain or loss on the fair value of the loaned
securities that may occur during the term of the loan will be for the account
of the Trust. The amount of the collateral is required to be adjusted daily
to reflect any price fluctuation in the value of the loaned securities. If
the required market value of the collateral is less than the fair value of
the loaned securities, the borrower is required to deliver additional
collateral for the account of the Trust prior to the close of the next
business day. The Trust has the right, under the lending agreement, to
terminate the loan and recover the securities from the borrower with prior
notice. The Trust is required to return the cash collateral to the borrower
and could suffer a loss if the value of the collateral, as invested, has
declined.
G. Automatic Dividend Reinvestment Plan
All common shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
Plan), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional common shares
of the Trust in lieu of cash. Shareowners may elect not to participate in the
Plan. Shareowners not participating in the Plan receive all dividends and
capital gain distributions in cash. Participation in the Plan is completely
voluntary and may be terminated or resumed at any time without penalty by
notifying American Stock Transfer & Trust Company, the agent for shareowners
in administering the Plan (the Plan Agent), in writing prior to any dividend
record date; otherwise such termination or resumption will be effective with
respect to any subsequently declared dividend or other distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate in
the Plan on the shareowner's behalf. If the firm or nominee does not offer
the Plan, dividends will be paid in cash to the shareowner of record. A firm
or nominee may reinvest a shareowner's cash dividend in common shares of the
Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional unissued
but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If,
44 Pioneer High Income Trust | Semiannual Report | 9/30/10
on the payment date for any dividend the net asset value per common share is
equal to or less than the market price per share plus estimated brokerage
trading fees (market premium), the Plan Agent will invest the dividend amount
in newly issued common shares. The number of newly issued common shares to be
credited to each account will be determined by dividing the dollar amount of
the dividend by the net asset value per common share on the date the shares
are issued, provided that the maximum discount from the then current market
price per share on the date of issuance does not exceed 5%. If, on the
payment date for any dividend, the net asset value per common share is
greater than the market value (market discount), the Plan Agent will invest
the dividend amount in common shares acquired in open-market purchases. There
are no brokerage charges with respect to newly issued common shares. However,
each participant will pay a pro rata share of brokerage trading fees incurred
with respect to the Plan Agent's open-market purchases. Participating in the
Plan does not relieve shareowners from any federal, state or local taxes
which may be due on dividends paid in any taxable year. Shareowners holding
Plan shares in a brokerage account may not be able to transfer the shares to
another broker and continue to participate in the Plan.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit) manages
the Trust's portfolio. Management fees payable under the Trust's Advisory
Agreement with PIM are calculated daily at the annual rate of 0.60% of the
Trust's average daily managed assets. "Managed assets" means (a) the total
assets of the Trust, including any form of investment leverage, minus (b) all
accrued liabilities incurred in the normal course of operations, which shall not
include any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility of the issuance of debt securities), (ii)
the issuance of preferred stock or other similar preference securities, and/or
(iii) any other means. For the six months ended September 30, 2010, the net
management fee of 0.60% of the Trust's average daily managed assets, was
equivalent to 0.85% 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,
2010 $269,166 was payable to PIM related to management costs, administrative
costs and certain other services and is in included in "Due to affiliates" on
the Statement of Assets and Liabilities.
Effective September 1, 2010 PIM has retained State Street Bank and Trust Company
(State Street) to provide certain administrative and accounting services to the
Trust on its behalf. For administrative services, PIM pays State
Pioneer High Income Trust | Semiannual Report | 9/30/10 45
Street a monthly fee at an annual rate of 0.07% of the Trust's managed assets up
to $500 million and 0.03% for managed assets in excess of $500 million, subject
to a minimum monthly fee of $10,000. Previously, PIM had retained Princeton
Administrators, LLC (Princeton) to provide such services. PIM paid Princeton a
monthly fee at an annual rate of 0.07% of the Trust's average daily managed
assets up to $500 million and 0.03% for average daily managed assets in excess
of $500 million, subject to a minimum monthly fee of $10,000. Neither State
Street nor Princeton received compensation directly from the Trust for providing
such services.
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), a wholly owned
indirect subsidiary of UniCredit, through a sub-transfer agency agreement with
American Stock Transfer & Trust Company, provides substantially all transfer
agent and shareowner services related to the Trust's common shares at negotiated
rates. Deutsche Bank Trust Company Americas (Deutsche Bank) is the transfer
agent, registrar, dividend paying agent and auction agent with respect to the
Trust's Auction Market Preferred Shares (AMPS). The Trust pays Deutsche Bank an
annual fee, as is agreed to from time to time by the Trust and Deutsche Bank,
for providing such services.
4. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Trust's custodian expenses. For the six months ended September 30, 2010, the
Trust expenses were reduced by $1 under such arrangement.
5. Forward Foreign Currency Contracts
During the six months ended September 30, 2010, the Trust entered into various
forward foreign currency contracts that obligate the Trust to deliver or take
delivery of currencies at specified future maturity dates. Alternatively, prior
to the settlement date of a forward foreign currency contract, the Trust may
close out such contract by entering into an offsetting contract. The average
number of contracts open during the six months ended September 30, 2010 was
5,572,167.
As of September 30, 2010, the Trust had no outstanding forward currency
settlement contracts.
6. Unfunded Loan Commitments
The Trust had the following bridge loan commitments outstanding as of September
30, 2010:
46 Pioneer High Income Trust | Semiannual Report | 9/30/10
-----------------------------------------------------------------------------------------------
Net
Unrealized
Loan Shares Cost Value Gain
-----------------------------------------------------------------------------------------------
Air Medical Group Holdings, Inc., Bridge
Loan (First Lien), 9/14/11 1,750,000 $1,750,000 $1,750,000 $--
-----------------------------------------------------------------------------------------------
Burger King Holdings, Initial Bridge Loan,
9/2/11 1,000,000 $1,000,000 $1,000,000 $--
-----------------------------------------------------------------------------------------------
Polaris Minerals Corp., Bridge Facility
Loan, 9/28/18 2,800,000 $2,800,000 $2,800,000 $--
-----------------------------------------------------------------------------------------------
Total $--
===============================================================================================
7. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the six months ended
September 30, 2010 and the year ended March 31, 2010 were as follows:
------------------------------------------------------------------------
9/10 3/10
------------------------------------------------------------------------
Shares outstanding at beginning of period 27,737,499 27,463,925
Reinvestment of distributions 132,539 273,574
------------------------------------------------------------------------
Shares outstanding at end of period 27,870,038 27,737,499
========================================================================
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, 2010, there were 6,040 AMPS as follows: Series M7-2,020, Series
W28-2,020 and Series TH7-2,000.
Dividends on Series M7 and Series TH7 are cumulative at a rate which is reset
every seven days based on the results of an auction. Dividends on Series W28 are
also cumulative at a rate reset every 28 days based on the results of an
auction. An auction fails if there are more AMPS offered for sale than there are
buyers. When an auction fails, the dividend rate for the period will be the
maximum rate on the auction dates described in the prospectus for the AMPS.
Preferred shareowners will not be able to sell their AMPS at an auction if the
auction fails. Since February 2008, the Trust's auctions related to the AMPS
have failed. The maximum rate for the 7-Day Series is 150% of the 7 day
commercial paper rate. The maximum rate for the 28 day Series is 150% of the 30
day commercial paper rate. Dividend rates on AMPS ranged from 0.135% to 0.542%
during the six months ended September 30, 2010.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, the Trust does not comply with the asset coverage
ratios described in the prospectus for the AMPS.
Pioneer High Income Trust | Semiannual Report | 9/30/10 47
The AMPS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The AMPS are also subject to mandatory
redemption at $25,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Trust as set forth in the Statement of
Preference are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. Holders of AMPS are also entitled to elect two
of the Trust's Trustees. In addition, the Investment Company Act of 1940, as
amended, requires that along with approval by shareowners that might otherwise
be required, the approval of the holders of a majority of any outstanding
preferred shares, voting separately as a class, would be required to (a) adopt
any plan of reorganization that would adversely affect the preferred shares and
(b) take any action requiring a vote of security holders, including, among other
things, changes in the Trust's subclassification as a closed-end management
investment company or changes in its fundamental investment restrictions.
8. Additional Disclosures about Derivative Instruments and Hedging Activities:
The effect of derivative instruments on the Statement of Operations for the six
months ended September 30, 2010 was as follows:
-------------------------------------------------------------------------------------------------
Change in
Location of Gain or Realized Gain or Unrealized Gain or
(Loss) On Derivatives (Loss) on Derivatives (Loss) on Derivatives
Derivatives Recognized in Income Recognized in Income Recognized in Income
-------------------------------------------------------------------------------------------------
Foreign Exchange Net realized gain on $499,921
Contracts forward foreign currency
contracts and other
assets and liabilities
denominated in foreign
currencies
-------------------------------------------------------------------------------------------------
Foreign Exchange Change in net $51,524
Contracts unrealized gain (loss)
on forward foreign
currency contracts and
other assets and
liabilities denominated
in foreign currencies
-------------------------------------------------------------------------------------------------
9. Subsequent Events
Subsequent to September 30, 2010 the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.1375 per common share
payable October 29, 2010, to common shareowners of record on October 15, 2010.
48 Pioneer High Income Trust | Semiannual Report | 9/30/10
Subsequent to September 30, 2010, dividends declared and paid on preferred
shares totaled $58,204 in aggregate for the two outstanding preferred share
series through November 24, 2010.
In preparing these financial statements, PIM has evaluated the impact of all
events and transactions for potential recognition or disclosure and has
determined that other than disclosed above, there were no subsequent events
requiring recognition or disclosure in the financial statements.
Pioneer High Income Trust | Semiannual Report | 9/30/10 49
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's investment
objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust that have not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
Results of Shareholder Meeting (unaudited)
At the annual meeting of shareowners held on September 22, 2010, shareowners of
Pioneer High Income Trust were asked to consider the proposals described below.
A report of the total votes cast by the Trust's shareholders follows:
Proposal 1 -- To elect Class II Trustees.
----------------------------------------------------
Nominee For Withheld
----------------------------------------------------
David R. Bock 12,572,667 505,982
Stephen K. West 12,572,667 624,965
John F. Cogan, Jr.+ 1,744 174
------------------
+ Elected by Preferred Shares only
50 Pioneer High Income Trust | Semiannual Report | 9/30/10
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
Benjamin M. Friedman Mark E. Bradley, Treasurer
Margaret B.W. Graham Christopher J. Kelley, Secretary
Daniel K. Kingsbury
Thomas J. Perna
Marguerite A. Piret
Stephen K. West
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
State Street Bank and Trust Company
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 pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
Pioneer High Income Trust | Semiannual Report | 9/30/10 51
This page for your notes.
52 Pioneer High Income Trust | Semiannual Report | 9/30/10
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.pioneerinvestments.com.
The Trust files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
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.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
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(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.
The registrant has a separately-designated standing audit
committe eestablished in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
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Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
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Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
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o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
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o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
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Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
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We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
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We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
16
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Additional Information About the Portfolio Managers
Other Accounts Managed by the Portfolio Managers. The table below indicates, for
the portfolio manager of the fund, information about the accounts other than the
fund over which the portfolio manager has day-to-day investment responsibility.
All information on the number of accounts and total assets in the table is as of
March 31, 2010. For purposes of the table, "Other Pooled Investment Vehicles"
may include investment partnerships, undertakings for collective investments in
transferable securities ("UCITS") and other non-U.S. investment funds and group
trusts, and "Other Accounts" may include separate accounts for institutions or
individuals, insurance company general or separate accounts, pension funds and
other similar institutional accounts but generally do not include the portfolio
manager's personal investment accounts or those which the manager may be deemed
to own beneficially under the code of ethics. Certain funds and other accounts
managed by the portfolio manager may have substantially similar investment
strategies.
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Name of Portfolio Type of Account Number of Total Assets Number of Assets Managed
Manager Accounts Managed Managed Accounts Managed for which
for which Advisory Fee is
Advisory Fee is Performance-Based
Performance-Based
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Andrew Feltus Other Registered 6 $5,904,343,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 4 $1,599,932,000 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 1 $335,242,000 N/A N/A
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Potential Conflicts of Interest. When a portfolio manager is responsible for the
management of more than one account, the potential arises for the portfolio
manager to favor one account over another. The principal types of potential
conflicts of interest that may arise are discussed below. For the reasons
outlined below, Pioneer does not believe that any material conflicts are likely
to arise out of a portfolio manager's responsibility for the management of the
fund as well as one or more other accounts. Although Pioneer has adopted
procedures that it believes are reasonably designed to detect and prevent
violations of the federal securities laws and to mitigate the potential for
conflicts of interest to affect its portfolio management decisions, there can be
no assurance that all conflicts will be identified or that all procedures will
be effective in mitigating the potential for such risks. Generally, the risks of
such conflicts of interest are increased to the extent that a portfolio manager
has a financial incentive to favor one account over another. Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest. See "Compensation of Portfolio
Managers" below.
o A portfolio manager could favor one account over another in allocating
new investment opportunities that have limited supply, such as initial
public offerings and private placements. If, for example, an initial
public offering that was expected to appreciate in value significantly
shortly after the offering was allocated to a single account, that
account may be expected to have better investment performance than
other accounts that did not receive an allocation of the initial
public offering. Generally, investments for which there is limited
availability are allocated based upon a range of factors including
available cash and consistency with the accounts' investment
objectives and policies. This allocation methodology necessarily
involves some subjective elements but is intended over time to treat
each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata
basis. Although Pioneer believes that its practices are reasonably
designed to treat each client in an equitable and fair manner, there
may be instances where a fund may not participate, or may participate
to a lesser degree than other clients, in the allocation of an
investment opportunity.
o A portfolio manager could favor one account over another in the order
in which trades for the accounts are placed. If a portfolio manager
determines to purchase a security for more than one account in an
aggregate amount that may influence the market price of the security,
accounts that purchased or sold the security first may receive a more
favorable price than accounts that made subsequent transactions. The
less liquid the market for the security or the greater the percentage
that the proposed aggregate purchases or sales represent of average
daily trading volume, the greater the potential for accounts that make
subsequent purchases or sales to receive a less favorable price. When
a portfolio manager intends to trade the same security on the same day
for more than one account, the trades typically are "bunched," which
means that the trades for the individual accounts are aggregated and
each account receives the same price. There are some types of accounts
as to which bunching may not be possible for contractual reasons (such
as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in
the best possible price. Where those accounts or circumstances are
involved, Pioneer will place the order in a manner intended to result
in as favorable a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater
degree than other accounts managed by the portfolio manager. If, for
example, the portfolio manager receives a bonus based upon the
performance of certain accounts relative to a benchmark while other
accounts are disregarded for this purpose, the portfolio manager will
have a financial incentive to seek to have the accounts that determine
the portfolio manager's bonus achieve the best possible performance to
the possible detriment of other accounts. Similarly, if Pioneer
receives a performance-based advisory fee, the portfolio manager may
favor that account, whether or not the performance of that account
directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager
has a beneficial interest in the account, in order to benefit a large
client or to compensate a client that had poor returns. For example,
if the portfolio manager held an interest in an investment partnership
that was one of the accounts managed by the portfolio manager, the
portfolio manager would have an economic incentive to favor the
account in which the portfolio manager held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could
arise. For example, if a portfolio manager purchases a security for
one account and sells the same security for another account, such
trading pattern may disadvantage either the account that is long or
short. In making portfolio manager assignments, Pioneer seeks to avoid
such potentially conflicting situations. However, where a portfolio
manager is responsible for accounts with differing investment
objectives and policies, it is possible that the portfolio manager
will conclude that it is in the best interest of one account to sell a
portfolio security while another account continues to hold or increase
the holding in such security.
Compensation of Portfolio Managers. Pioneer has adopted a system of compensation
for portfolio managers that seeks to align the financial interests of the
portfolio managers with those of shareholders of the accounts (including Pioneer
funds) the portfolio managers manage, as well as with the financial performance
of Pioneer. The compensation program for all Pioneer portfolio managers includes
a base salary (determined by the rank and tenure of the employee) and an annual
bonus program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Pioneer seeks to set base compensation at market rates, taking
into account the experience and responsibilities of the portfolio manager. The
bonus plan is intended to provide a competitive level of annual bonus
compensation that is tied to the portfolio manager achieving superior investment
performance and align the interests of the investment professional with those of
shareholders, as well as with the financial performance of Pioneer. Any bonus
under the plan is completely discretionary, with a maximum annual bonus that may
be in excess of base salary. The annual bonus is based upon a combination of the
following factors:
o Quantitative Investment Performance. The quantitative investment
performance calculation is based on pre-tax investment performance of
all of the accounts managed by the portfolio manager (which includes
the fund and any other accounts managed by the portfolio manager) over
a one-year period (20% weighting) and four-year period (80%
weighting), measured for periods ending on December 31. The accounts,
which include the fund, are ranked against a group of mutual funds
with similar investment objectives and investment focus (60%) and a
broad-based securities market index measuring the performance of the
same type of securities in which the accounts invest (40%), which, in
the case of the fund, is the Bank of America Merrill Lynch High Yield
Master II Index. As a result of these two benchmarks, the performance
of the portfolio manager for compensation purposes is measured against
the criteria that are relevant to the portfolio manager's competitive
universe.
o Qualitative Performance. The qualitative performance component with
respect to all of the accounts managed by the portfolio manager
includes objectives, such as effectiveness in the areas of teamwork,
leadership, communications and marketing, that are mutually
established and evaluated by each portfolio manager and management.
o Pioneer Results and Business Line Results. Pioneer's financial
performance, as well as the investment performance of its investment
management group, affect a portfolio manager's actual bonus by a
leverage factor of plus or minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
Share Ownership by Portfolio Manager. The following table indicates as of March
31, 2010 the value, within the indicated range, of shares beneficially owned by
the portfolio manager of the fund.
--------------------------------------- -----------------------------------------------------------------
Name of Portfolio Manager Beneficial Ownership of the Fund*
--------------------------------------- -----------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------
Andrew Feltus C
--------------------------------------- -----------------------------------------------------------------
*Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date November 29, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date November 29, 2010
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date November 29, 2010
* Print the name and title of each signing officer under his or her signature.