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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2007 through March 31, 2008
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
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PIONEER
-------
HIGH INCOME
TRUST
PHT
Ticker Symbol
Annual
Report
3/31/08
[LOGO] PIONEER
Investments (R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Schedule of Investments 13
Financial Statements 30
Financial Highlights 33
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 48
Results of Shareowner Meeting 49
Approval of Investment Advisory Agreement 50
Trustees, Officers and Service Providers 54
President's
Dear Shareowner,
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Staying diversified and keeping your portfolio invested in the markets are two
general investment principles that have served investors well over time. They
are particularly useful guides to keep in mind today, at a time when markets
around the globe are being buffeted by problems in the financial and real estate
industries and by concerns about a slowing economy.
After an extended period of steady growth with sustained low unemployment and
low inflation, the U.S. economy ran into difficulty as 2007 drew to a close.
Problems in the financial system tied to poor practices in the mortgage
financing industry and the end of home price appreciation have forced investors
and bankers to mark down the value of assets on their balance sheets. A
late-summer credit crunch forced central banks in the U.S. and Europe to assume
the role of "lender of last resort" to keep credit markets functioning as a
number of hedge funds faced margin calls and, in March, broker Bear Stearns
failed. As the repercussions of the credit crunch and falling home prices were
felt in the real economy, unemployment rose and consumer confidence fell.
Inflation concerns have moved to the back burner for the U.S. Federal Reserve,
which lowered interest rates, first gradually, then more rapidly, as concern
grew that falling home prices and disruptions in financial markets posed a
significant threat to economic growth.
Markets have reacted poorly to these developments, with fixed-income credit
spreads (the difference in rates between corporate and U.S. government bonds)
widening dramatically and stock markets declining, wiping out much of the
positive returns markets had delivered in the preceding year. For the 12 months
ending March 31, 2008, the Dow Jones Industrial Average rose 2%, the Standard &
Poor's 500 Index declined 5%, the NASDAQ Composite Index fell 6%, and the MSCI
EAFE Developed Market Index of international stock markets fell 2%. Over the
12-month period, the MSCI Emerging Markets Index was a standout performer,
rising 22%. The U.S. investment-grade bond market, as measured by the Lehman
Brothers Aggregate Bond Index, rose 8% over the 12 months ending March 31, 2008.
The U.S. high-yield bond market, as measured by the Merrill Lynch High Yield
Bond Master II Index, fell approximately 3.5% over the 12 months ending March
31, 2008, as its higher coupon yields could not offset a fall in bond prices
triggered by widening credit spreads.
As you may know, the turmoil in the credit markets has translated into liquidity
problems for auction-rate preferred securities, which has been well documented
in the media. Five of Pioneer's six closed-end mutual funds are leveraged using
those securities. Pioneer is actively working to find a resolution to the
problems. We are considering a number of potential solutions. As we work through
the issues associated with auction-rate preferred shares, we intend to provide
2
Letter
shareholders with periodic updates on market conditions and any developments
affecting the shares.
Looking forward, a growing number of economists are concerned about a recession.
As always, though, emotions can get ahead of reality. The U.S. economy grew in
the fourth quarter of 2007 and appears to have grown in the first quarter of
2008. Higher mortgage defaults, a spreading of weakness to other consumer
sectors or to employment, and the possibility of a worsening of the
liquidity/credit crunch represent risks to the economy. Conversely, substantial
fiscal and monetary stimulus programs have been put in place, economic growth in
the rest of the world remains relatively positive, and a weak U.S. dollar has
significantly benefited U.S. companies competing in the global marketplace.
While falling risk tolerances and deleveraging may continue to depress asset
prices in the short term, equity and corporate bond valuations look reasonable
unless the U.S. economy falls into a severe recession.
Sudden swings in the markets are always to be expected. The history of the stock
market demonstrates that sharp market downturns are frequently followed by
strong recoveries, but they are also difficult to time. Just as staying
diversified and invested are important investment principles, it is also
important to pay attention to asset allocation. As always, we encourage you to
work closely with your financial advisor to find the mix of stocks, bonds and
money market assets that is best aligned to your particular risk tolerance and
investment objective.
Respectfully,
[Signature of Daniel K. Kingsbury]
Daniel K. Kingsbury, President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
3
Pioneer High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/08
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Growing problems in the credit markets, precipitated by a crisis in subprime
mortgages, undermined the performance of high-yield bonds during the 12 months
ending March 31, 2008. As the period progressed, fixed-income investors sought
out the highest-quality securities and tried to minimize credit risk exposure.
The following is an interview with Andrew Feltus, who discusses the performance
of Pioneer High Income Trust during the 12-month period. Mr. Feltus, a member of
Pioneer's fixed-income team, is responsible for the daily management of the
Trust.
Q: How did the Trust perform during the 12 months ended March 31, 2008?
A: Pioneer High Income Trust produced a total return of -7.42% at net asset
value during the 12 months. At market price, the Trust returned -15.37%.
During the same 12-month period, the Trust's benchmark, the Merrill Lynch
High Yield Master II Index, returned -3.51%. At the end of the fiscal year,
on March 31, 2008, the Trust's 30-day SEC yield was 14.75%. During a time
when high-yield bond values tended to decline, the Trust's use of leverage
- or borrowing - to invest in high-yield bonds tended to hold back total
return performance, relative to the benchmark index, which does not include
leverage.
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher
than the performance data quoted.
The performance data quoted represents past performance, which is no
guarantee of future results. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: What were the principal factors that affected the Trust's performance over
the 12 months?
A: The investment environment actually favored high-yield corporate bonds in
the early months of the period. Into the early summer of 2007, healthy
economic growth and rising corporate profits provided a favorable backdrop
for lower-rated, high-yield bonds. As high-yield prices rose, the yield
spreads between lower-rated corporate bonds and Treasuries tightened
further, leading to
4
Pioneer High Income Trust
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outperformance by higher-yielding debt. In June, however, the emerging
crisis in subprime mortgages started affecting credit markets generally,
with a loss of liquidity that undercut the valuations of high-yield bonds.
Yield spreads widened as major financial institutions reported that they
were writing down the values of subprime debt that they had been holding,
causing a drying up of liquidity for credit in general. Moreover, new
leveraged buyout deals included many that involved unusually high
proportions of debt or leverage. As the credit conditions worsened, the
values of the resulting bonds tended to slip, and it was not unusual to see
a 20%-to-30% decline in the valuations of some bonds tied to leveraged
buyout deals just six months after their issuance. All this encouraged a
general flight to quality, favoring Treasuries and other high-rated
securities. And yet, despite the disappointing performance by high-yield
corporate bonds during this period, the default rate for high-yield issues
remained low by historical measures -- just 1.5% of the high-yield market
defaulted during the 12 months ending March 31, 2008.
To inject more cash or liquidity into the financial markets and stabilize
market conditions, the Federal Reserve ("Fed") became increasingly
aggressive in cutting the key Fed funds rate and making other policy
decisions intended to free up more money for lending activities. In a
series of actions from mid-September through the end of the Trust's fiscal
year in March, the Fed cut the Fed funds rate from 5.25% to 2.25%.
Pioneer High Income Trust under most circumstances uses leverage in pursuit
of its goal of seeking high current income for its shareholders. This
leveraged strategy typically works better when the high-yield market is
performing well, with either stable or appreciating bond prices. The
leveraged strategy, however, does not work as well when high-yield bond
prices are retreating, as occurred in the final months of the fiscal year.
This caused a further drag on Trust results. At the end of the fiscal year,
leverage or borrowed money accounted for about 29% of assets. The Fund had
no exposure to subprime mortgages during the period.
5
Pioneer High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/08 (continued)
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Q: Can you comment on the issues surrounding auction-rate preferred
securities.
A: The Trust has issued auction-rate preferred shares as a low-cost way of
borrowing to provide leverage for the Trust. These auction-rate preferred
shares typically have been traded at regularly scheduled auctions, giving
investors in the preferred shares a source of financial liquidity while
keeping the Trust's borrowing costs low. However, the aggravated problems
in the credit markets have recently led to failed auctions for the
preferred shares of many closed-end mutual funds, including Pioneer
closed-end funds. Investors holding the preferred shares have been
adversely affected because they have not had the ability to sell their
shares at recent auctions. Meanwhile, the Trust must pay higher dividend
rates on the preferred shares, consistent with the terms of documents
authorizing issuance of preferred shares.
Pioneer High Income Trust continues to pay all dividends in compliance with
the terms of the auction-rate preferred share agreements. Further,
auction-rate preferred shares issued by the Trust continue to be rated
AAA/Aaa by Fitch and Moody's, the two principal credit rating agencies
monitoring the Trust. Under current market conditions, the Trust's
auction-rate preferred shares are an effective form of leverage. As market
conditions change, that may not continue to be the case. Other forms of
leverage may be more advantageous over the long term. Although the Trust
may pursue obtaining alternative forms of leverage, there can be no
assurance that it will be successful in doing so or that such leverage will
be more effective than the auction-rate preferred shares.
Q: Did you make any adjustments in strategy during this period?
A: In the summer of 2007, we became increasingly selective in the types of
high-yield bonds in which the Trust invested, raising the overall credit
quality of bond holdings without compromising the income orientation of the
Trust. We also began reducing the exposure to bonds of cyclical companies,
including consumer cyclicals and industrial bonds whose revenues are more
closely linked to the business cycle. We favored securities from
non-cyclical industries, including the health care and non-cyclical
consumer staples sectors. We also increased the Trust's investments in
bonds from the energy sector and added catastrophe-linked bonds from the
insurance
6
Pioneer High Income Trust
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industry. These insurance industry issues are securities whose risks are
linked more to weather-related incidents than credit risk, and so their
performance tends not to be correlated closely with economic cycles.
At the end of the fiscal year, on March 31, 2008, the average credit
quality of Trust holdings was B-. Approximately 67% of Trust assets were
invested in domestic, high-yield corporate bonds, with almost 24% of assets
invested in international high-yield and emerging market debt.
Approximately 10% of assets were invested in domestic, investment-grade
corporates on March 31, 2008.
Q: What types of investments most affected Trust performance?
A: The Trust's investments in catastrophe-linked bonds helped as the insurance
industry experienced relatively modest claims from hurricanes and other
storms during the 12 months. Individual investments that helped included
bonds of Compucom (CRH Holdings), a computer services company. When
Compucom was sold to another company, the bonds were called back at a
premium to their most recent market price. Similarly, the Trust's
investment in securities of Mirant Jamaica, a Jamaican utility, appreciated
when that issuing company was acquired. The Trust's investment in
securities of Mandra Forestry, a Chinese forestry company, also helped. The
value of the company's debt rose as Mandra's performance improved and
investors speculated that the company might be acquired. Among European
holdings, securities issued by Norse Energy, a Norwegian exploration and
production company, and by Kabel Deutschland, a cable communication
services provider based in Germany, also appreciated in value during the
period.
Individual investments that detracted from results included securities of
Angiotech Pharmaceuticals, Builders FirstSource, and Accuride. Angiotech,
which produces drug-coated stents and other medical devices, struggled in
an industry-wide slump. Builders FirstSource is a distributor who is
heavily reliant on home builders as customers. The securities of Accuride,
a manufacturer of truck parts, declined in price when capital spending by
truck manufacturers weakened.
7
Pioneer High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 3/31/08 (continued)
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Q: What is your investment outlook?
A: Corporate high-yield bonds currently are selling at attractive valuations
after several months in which the yield differentials between high-yield
and Treasury securities have widened considerably. While fixed-income
markets may continue to be volatile, especially because of unresolved
issues in the investment banking and other industries, we believe investors
currently are being well compensated for the credit risks of high-yield
bonds.
We think the economy is not likely to fall into a major recession, although
it may enter a period of slow growth. At the same time, we should begin to
see in the next few months the positive economic effects of the
interest-rate cuts of the Federal Reserve and the tax rebates recently
passed by Congress. Meanwhile the weak U.S. dollar and strong export
activity should help support the overall economy until market conditions
begin to stabilize and improve later in 2008.
Overall, we believe the domestic high-yield market may offer interesting
opportunities in the months ahead. While the problems in credit markets
have adversely affected Trust borrowing costs, the back-up in yields of
lower-rated corporates has strengthened the Trust's ability to maintain its
dividend in the coming months.
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk. The Trust may invest in securities of issuers
that are in default or that are in bankruptcy.
Investing in foreign and/or emerging markets securities involves risks
relating to interest rates, currency exchange rates, economic, and
political conditions.
When interest rates rise, the prices of fixed-income securities in the
Trust will generally fall. Conversely, when interest rates fall the prices
of fixed-income securities in the Trust will generally rise. Investments in
the Trust are subject to possible loss due to the financial failure of
underlying securities and their inability to meet their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the
times when the Trust believes it is desirable
8
Pioneer High Income Trust
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to do so and their market price is generally more volatile than that of
more liquid securities. Illiquid securities are also more difficult to
value and investment of the Trust's assets in illiquid securities may
restrict the Trust's ability to take advantage of market opportunities.
The Trust may use leverage through the issuance of preferred shares with an
aggregate liquidation preference of up to 331/3% of the Trust's total
assets after such issuance. Leverage creates significant risks, including
the risk that the Trust's income or capital appreciation will not be
sufficient to cover the cost of leverage, which may adversely affect the
return for the holders of common shares.
Risks of investing in the Trust are discussed in greater detail in the
Trust's registration statement on Form N-2 relating to its common shares.
Any information in this shareowner report regarding market or economic
trends or the factors influencing the Trust's historical or future
performance are statements of the opinion of Trust management as of the
date of this report. These statements should not be relied upon for any
other purposes. Past performance is no guarantee of future results, and
there is no guarantee that market forecasts discussed will be realized.
9
Pioneer High Income Trust
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PORTFOLIO SUMMARY 3/31/08
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 87.5%
Municipal Bonds 5.5%
Floating Rate Loan Interests 2.8%
Sovereign Debt Obligations 1.7%
Temporary Cash Investments 0.6%
Municipal Collateralized Debt Obligations 0.6%
Collateralized Mortgage Obligations 0.4%
Common Stocks 0.3%
Convertible Bonds 0.2%
Fixed Rate Loan Interests 0.2%
Warrants 0.2%
Portfolio Maturity
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(As a percentage of long-term holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
0-1 Year 9.4%
1-3 Years 17.8%
3-4 Years 18.0%
4-6 Years 46.6%
6-8 Years 3.9%
8+ Years 4.3%
The portfolio is actively managed, and current holdings may be different.
10
Pioneer High Income Trust
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PRICES AND DISTRIBUTIONS 3/31/08
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Share Prices and Distributions
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Market Value
per Common Share 3/31/08 3/31/07
$13.15 $17.84
Net Asset Value
per Common Share 3/31/08 3/31/07
$13.41 $16.63
Net
Distributions per Investment Short-Term Long-Term
Common Share Income* Capital Gains Capital Gains
(4/1/07 - 3/31/08) $1.65 $0.0507 $0.3988
* The Trust has paid a monthly dividend of $0.1375 since its very first
declaration in June of 2002.
10 Largest Holdings
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(As a percentage of long-term holdings)*
1. Xerox Capital Trust I, 8.0%, 2/1/27 2.30%
2. Seabulk International, Inc., 9.5%, 8/15/13 1.66
3. GATX Financial Corp., 8.875%, 6/1/09 1.64
4. Cia Brasileira de Bebida, 10.5%, 12/15/11 1.38
5. NCO Group, Inc., 11.875%, 11/15/14 1.36
6. Baytex Energy, Ltd., 9.625%, 7/15/10 1.31
7. Cricket Communications, Inc., 9.375%, 11/1/14 1.19
8. Kabel Deutschland GMBH, 10.75%, 7/1/14 1.16
9. First Data Corp., 9.875%, 9/24/15 (144A) 1.14
10. Presidential Life Corp., 7.875%, 2/15/09 1.12
* 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.
11
Pioneer High Income Trust
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PERFORMANCE UPDATE 3/31/08
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Investment Returns
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The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust, compared to that of the Merrill Lynch High
Yield Master II Index.
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Cumulative Total Returns
(As of March 31, 2008)
Net Asset Market
Period Value (NAV) Price
Life-of-Trust
(4/25/02) 84.77% 73.09%
5 Years 77.50 61.32
1 Year -7.42 -15.37
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[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Merrill Lynch
High Income High Yield
Trust Master II Index
4/02 $10,013 $10,000
$9,072 $10,169
3/04 $11,973 $12,428
$14,398 $13,291
3/06 $15,990 $14,252
$19,334 $15,903
3/08 $17,308 $15,344
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 shares is total assets less total liabilities,
which includes preferred shares, divided by the number of common shares
outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends are
assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the redemption of Trust
shares.
Index comparison begins April 30, 2002. The Merrill Lynch High Yield Master II
Index is a commonly accepted measure of the performance of high yield
securities. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. You cannot invest directly in the Index.
12
Pioneer High Income Trust
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SCHEDULE OF INVESTMENTS 3/31/08
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
COLLATERIZED MORTGAGE OBLIGATIONS - 0.5% of Net Assets
Consumer Services - 0.3%
Restaurants - 0.3%
1,245,000 BB/Ba3 DB Master Finance LLC, 8.285%, 6/20/31 (144A) $ 1,088,354
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Banks - 0.2%
Thrifts & Mortgage Finance - 0.2%
440,000(a) AAA/Aaa Carrington Mortgage Loan Trust, 3.235%,
10/25/36 $ 392,140
560,000 AAA/Aaa Structured Asset Investment Loan Trust, 2.749%,
9/25/36 376,767
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$ 768,907
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TOTAL COLLATERIZED MORTGAGE OBLIGATIONS
(Cost $2,018,719) $ 1,857,261
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CORPORATE BONDS & NOTES - 122.5% of Net Assets
Energy - 15.1%
Oil & Gas Drilling - 3.8%
3,924,838 NR/NR DDI Holding AS, 9.3%, 1/19/12 (144A) $ 3,826,717
2,500,000 NR/NR Norse Energy Corp. ASA, 6.5%, 7/14/11 (144A) 2,037,500
NOK 3,000,000 NR/NR Norse Energy Corp. ASA, 10.0%, 7/13/10 566,734
NOK 11,500,000 NR/NR Norwegian Energy Co. ASA, 11.0%, 7/13/10 (144A) 2,161,165
NOK 11,500,000 NR/NR Petrojack ASA, 11.0%, 4/19/10 2,206,425
3,500,000 NR/NR Skeie Drilling & Production ASA, 11.25%,
3/8/13 (144A) 3,080,000
------------
$ 13,878,541
------------
Oil & Gas Equipment & Services - 1.1%
600,000(a) NR/NR DP Producer AS, 11.141%, 12/5/11 (144A) $ 543,000
1,100,000 NR/NR Nexus 1 Pte, Ltd., 10.5%, 3/7/12 (144A) 1,012,000
500,000(a) NR/NR PetroProd, Ltd., 10.377%, 1/12/12 (144A) 455,000
2,000,000 NR/NR Sevan Marine ASA, 9.25%, 12/20/11 (144A) 1,960,000
------------
$ 3,970,000
------------
Integrated Oil & Gas - 0.5%
2,070,000 NR/B2 Tristan Oil, Ltd., 10.5%, 1/1/12 (144A) $ 1,945,800
------------
Oil & Gas Exploration & Production - 6.5%
6,584,000 B/B3 Baytex Energy, Ltd., 9.625%, 7/15/10 $ 6,649,840
3,200,000 NR/NR Biofuel Energy ASA, 10.0%, 6/7/12 2,976,000
4,500,000 BBB-/Ba1 Methanex Corp., 8.75%, 8/15/12 4,826,250
1,610,000 CCC+/Caa1 Parallel Petroleum Corp., 10.25%, 8/1/14 1,541,575
5,300,000 B/Caa1 PetroQuest Energy, Inc., 10.375%, 5/15/12 5,445,750
2,635,000 B+/Caa1 Stone Energy Corp., 6.75%, 12/15/14 2,397,850
------------
$ 23,837,265
------------
The accompanying notes are an integral part of these financial statements. 13
Pioneer High Income Trust
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SCHEDULE OF INVESTMENTS 3/31/08 (continued)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Oil & Gas Refining & Marketing - 2.4%
5,075,000 B+/B3 Aventine Renewable Energy Holdings, Inc.,
10.0%, 4/1/17 $ 3,273,375
2,425,000 B-/B3 VeraSun Energy Corp., 9.375%, 6/1/17 (144A) 1,661,125
4,280,000 B+/Ba3 VeraSun Energy Corp., 9.875%, 12/15/12 3,959,000
------------
$ 8,893,500
------------
Oil & Gas Storage & Transportation - 0.6%
535,000 CCC+/Caa1 MacDermid, Inc., 9.5%, 4/15/17 (144A) $ 478,825
1,630,000 NR/B1 SemGroup L.P., 8.75%, 11/15/15 (144A) 1,491,450
------------
$ 1,970,275
------------
Coal & Consumable Fuels - 0.2%
845,000 B+/B2 Massey Energy Co., 6.875%, 12/15/13 $ 817,538
------------
Total Energy $ 55,312,919
------------
Materials - 19.6%
Commodity Chemicals - 3.4%
4,635,000 B/B3 ARCO Chemical Co., 9.8%, 2/1/20 $ 3,893,400
2,000,000 CCC+/Caa1 Georgia Gulf Corp., 9.50%, 10/15/14 1,545,000
2,860,000(l) CCC/Caa2 Georgia Gulf Corp., 10.75%, 10/15/16 1,873,300
3,000,000 B/B3 Hexion US Finance Corp./Hexion Nova Scotia
Finance ULC, 9.75%, 11/15/14 3,217,500
1,850,000 BB/Ba3 Invista, 9.25%, 5/1/12 (144A) 1,891,625
------------
$ 12,420,825
------------
Diversified Chemicals - 1.9%
4,750,000 B-/B3 Basell Finance Co., 8.1%, 3/15/27 (144A) $ 3,158,750
EURO 350,000 B-/B3 Ineos Group Holdings Plc, 7.875%,
2/15/16 (144A) 402,082
2,500,000 B-/B3 Ineos Group Holdings Plc., 8.5%, 2/15/16 (144A) 1,943,750
EURO 1,190,000 B-/B3 Nell AF S.a.r.l., 8.375%, 8/15/15 (144A) 1,376,507
------------
$ 6,881,089
------------
Specialty Chemicals - 0.5%
2,250,000 B/B3 Tronox Worldwide LLC, 9.5%, 12/1/12 $ 1,923,750
------------
Construction Materials - 1.9%
4,500,000 B/B2 AGY Holding Corp., 11.0%, 11/15/14 (144A) $ 4,050,000
1,500,000 CCC+/Caa1 Panolam Industries International, 10.75%,
10/1/13 1,162,500
2,185,000 B/B2 U.S. Concrete, Inc., 8.375%, 4/1/14 1,715,225
------------
$ 6,927,725
------------
14 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Paper Packaging - 3.8%
5,450,000 B-/B3 Exopack Holding Corp., 11.25%, 2/1/14 $ 4,986,750
2,255,000 CCC+/Caa1 Graham Packaging Co., 9.875%, 10/15/14 1,894,200
5,540,000 B-/B3 Graphic Packaging International, Inc.,
9.5%, 8/15/13 5,318,400
2,150,000 B/B3 U.S. Corrugated, Inc., 10.0%, 6/1/13 1,505,000
------------
$ 13,704,350
------------
Aluminum - 1.6%
2,535,000 B-/Caa1 Aleris International, Inc., 10.0%, 12/15/16 $ 1,609,725
1,200,000 B+/B1 Asia Aluminum Holdings, Ltd., 8.0%,
12/23/11 (144A) 1,080,000
3,180,000 B-/Caa2 Indalex Holding Corp., 11.5%, 2/1/14 2,591,700
800,000 CCC+/Caa1 Noranda Aluminum Holdings Corp., 10.488%,
11/15/14 (144A) 588,000
------------
$ 5,869,425
------------
Diversified Metals & Mining - 4.0%
3,300,000 B-/B3 American Rock Salt Co. LLC, 9.5%, 3/15/14 $ 3,382,500
3,000,000 B+/B1 FMG Finance Pty., Ltd., 10.625%, 9/1/16 (144A) 3,375,000
2,440,000 B/NR Industrias Metalurgicas Pescarmona SA, 11.25%,
10/22/14 (144A) 2,318,000
705,000(a)(b) B-/B3 Noranda Aluminium Acquisition Corp., 8.738%,
5/15/15 (144A) 553,425
3,975,000 B-/B3 PNA Group, Inc., 10.75%, 9/1/16 3,458,250
1,870,000(a)(b) B-/Caa1 PNA Intermediate Holding Corp., 10.065%,
2/15/13 1,467,950
------------
$ 14,555,125
------------
Steel - 2.1%
4,205,000 B-/Caa1 Algoma Acquisition Corp., 9.875%,
6/15/15 (144A) $ 3,637,325
825,000 NR/NR Blaze Recycling & Metals LLC, 10.875%,
7/15/12 (144A) 726,000
2,900,000 BB/Ba2 CSN Islands VIII Corp., 9.75%, 12/16/13 (144A) 3,298,750
------------
$ 7,662,075
------------
Forest Products - 0.4%
1,645,000 B-/B3 Mandra Forestry Holdings, Ltd., 12.0%, 5/15/13
(144A) $ 1,529,850
------------
Total Materials $ 71,474,214
------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Capital Goods - 7.0%
Building Products - 0.5%
2,500,000 B/Caa1 Industrias Unidas SA de CV, 11.5%,
11/15/16 (144A) $ 1,725,000
------------
Electrical Components & Equipment - 0.5%
2,220,000(c) NR/B3 Caiua Servicos Electricidad SA, 11.125% (144A) $ 2,072,925
------------
Heavy Electrical Equipment - 2.3%
4,790,000 B/B2 Altra Industrial Motion, 9.0%, 12/1/11 $ 4,520,562
3,975,000 B/B3 Hawk Corp., 8.75%, 11/1/14 4,034,625
------------
$ 8,555,187
------------
Construction & Farm Machinery & Heavy Truck - 3.7%
4,900,000 B-/B3 Accuride Corp., 8.5%, 2/1/15 $ 3,993,500
3,250,000 B+/B2 Commercial Vehicle Group, Inc., 8.0%, 7/1/13 2,665,000
1,520,000 B/B2 Esco Corp., 8.625%, 12/15/13 (144A) 1,474,400
1,500,000(d) CCC+/Caa2 Stanadyne Corp., 0.0%, 2/15/15 1,005,000
4,690,000 B-/B3 Stanadyne Corp., 10.0%, 8/15/14 4,267,900
------------
$ 13,405,800
------------
Total Capital Goods $ 25,758,912
------------
Commercial Services & Supplies - 6.3%
Trading Companies & Distributors - 0.1%
200,000 BB-/B1 United Rentals North America, 6.5%, 2/15/12 $ 181,000
------------
Diversified Commercial & Professional Services - 3.3%
3,500,000 CCC+/Caa1 Allied Security Escrow, 11.375%, 7/15/11 $ 3,010,000
9,000,000 B-/Caa1 NCO Group, Inc., 11.875%, 11/15/14 6,930,000
2,515,000 B-/B3 Park-Ohio Industries, Inc., 8.375%, 11/15/14 1,986,850
------------
$ 11,926,850
------------
Environmental & Facilities Services - 2.9%
4,088,000 BB-/Ba3 Clean Harbors, Inc., 11.25%, 7/15/12 $ 4,374,160
1,275,000(a) NR/NR Ohio Air Quality Development Authority Revenue,
10.36%, 6/8/22 (144A) 828,750
5,800,000 B-/Caa1 Waste Services, Inc., 9.5%, 4/15/14 5,553,500
------------
$ 10,756,410
------------
Total Commercial Services & Supplies $ 22,864,260
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Transportation - 5.8%
Air Freight & Logistics - 1.0%
2,000,000 B-/B3 CEVA Group Plc, 10.0%, 9/1/14 (144A) $ 1,935,000
EURO 1,545,000 CCC+/Caa1 CEVA Group Plc, 10.0%, 12/1/16 (144A) 1,689,220
------------
$ 3,624,220
------------
Airlines - 0.7%
932,505 CCC+/B3 American Airlines, Inc., 7.379%, 11/23/17 $ 794,961
817,814 B+/B1 Continental Airlines, Inc., Series B, 8.499%,
11/1/12 776,924
1,000,000(c) NR/Ba2 GOL Finance, 8.75% (144A) 910,000
------------
$ 2,481,885
------------
Marine - 3.1%
8,000,000 BBB-/Ba1 Seabulk International, Inc., 9.5%, 8/15/13 $ 8,430,000
2,900,000 B-/B3 Trailer Bridge, Inc., 9.25%, 11/15/11 2,900,000
------------
$ 11,330,000
------------
Railroads - 0.6%
2,250,000 NR/B2 Kansas City Southern de Mexico, 9.375%, 5/1/12 $ 2,323,125
------------
Trucking - 0.4%
1,855,000(b) B-/Caa1 Allison Transmission Inc., 11.25%, 11/1/15
(144A) $ 1,539,650
------------
Total Transportation $ 21,298,880
------------
Automobiles & Components - 1.2%
Auto Parts & Equipment - 1.2%
5,965,000 CCC+/Caa1 Cooper-Standard Automotive, Inc., 8.375%,
12/15/14 $ 4,518,487
------------
Total Automobiles & Components $ 4,518,487
------------
Consumer Durables & Apparel - 2.6%
Homebuilding - 1.8%
6,135,000(a) B+/B3 Builders FirstSource, Inc., 7.315%, 2/15/12 $ 4,294,500
3,060,000 BB-/B1 Meritage Homes Corp., 6.25%, 3/15/15 2,295,000
------------
$ 6,589,500
------------
Housewares & Specialties - 0.8%
2,665,000 B-/B3 Yankee Acquisition Corp., 8.5%, 2/15/15 $ 2,151,988
735,000(l) CCC+/Caa1 Yankee Acquisition Corp., 9.75%, 2/15/17 584,325
------------
$ 2,736,313
------------
Total Consumer Durables & Apparel $ 9,325,813
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Consumer Services - 4.3%
Casinos & Gaming - 3.8%
1,650,000 B/B2 Buffalo Thunder Development Authority, 9.375%,
12/15/14 (144A) $ 1,237,500
2,050,000 CCC+/Caa1 Fontainebleau Las Vegas Holdings LLC/
Fontainebleau Las Vegas Capital Corp., 10.25%,
6/15/15 (144A) 1,445,250
1,675,000 B+/B1 Galaxy Entertainment Finance Co., Ltd., 9.875%,
12/15/12 (144A) 1,662,437
4,500,000 B/B2 Little Traverse Bay Bands of Odawa Indians,
10.25%, 2/15/14 (144A) 4,533,750
1,585,000 B/B3 Pokagon Gaming Authority, 10.375%, 6/15/14
(144A) 1,672,175
1,750,000 B/B3 Shingle Springs Tribal Gaming Authority, 9.375%,
6/15/15 (144A) 1,548,750
2,450,000 B/Caa1 Trump Entertainment Resorts, Inc., 8.5%, 6/1/15 1,653,750
------------
$ 13,753,612
------------
Hotels, Resorts & Cruise Lines - 0.5%
2,000,000(a) B+/B2 HRP Myrtle Beach Operations LLC, 9.894%,
4/1/12 (144A) $ 1,775,000
------------
Total Consumer Services $ 15,528,612
------------
Media - 6.0%
Broadcasting & Cable Television - 3.1%
3,200,000 CCC/Caa3 CCH I Holdings LLC, 11.0%, 10/1/15 $ 2,224,000
1,500,000 CCC/Caa2 CCH II Holdings LLC, 10.25%, 9/15/10 1,361,250
EURO 3,750,000 B-/B2 Kabel Deutschland GMBH, 10.75%, 7/1/14 5,882,679
3,180,000(b) CCC/B3 Univision Communications, 9.75%, 3/15/15
(144A) 1,892,100
------------
$ 11,360,029
------------
Publishing - 2.9%
2,336,366(b) CCC+/NR American Achievement Group Holding Corp.,
14.75%, 10/1/12 $ 1,834,047
4,835,000 B/B2 Sheridan Acquisition Corp., 10.25%, 8/15/11 4,260,844
1,400,000 CCC+/Caa1 TL Acquisitions, Inc., 10.5%, 1/15/15 (144A) 1,204,000
3,700,000(d) B-/B3 Visant Holding Corp., 0.0%, 12/1/13 3,459,500
------------
$ 10,758,391
------------
Total Media $ 22,118,420
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Retailing - 2.9%
Distributors - 1.3%
4,735,000 B-/B3 Intcomex, Inc., 11.75%, 1/15/11 $ 4,628,463
------------
General Merchandise Store - 0.2%
1,000,000(l) CCC+/Caa1 Central Garden & Pet Co., 9.125%, 2/1/13 $ 807,500
------------
Home Improvement Retail - 0.2%
820,000 CCC/Caa1 KAR Holdings, Inc., 10.0%, 5/1/15 (144A) $ 709,300
------------
Specialty Stores - 1.2%
4,615,000 CCC+/Caa1 Sally Holdings LLC, 10.5%, 11/15/16 $ 4,268,875
------------
Total Retailing $ 10,414,138
------------
Food & Staples Retailing - 0.8%
Drug Retail - 0.8%
3,350,000 CC/Caa3 Duane Reade, Inc., 9.75%, 8/1/11 $ 2,797,250
------------
Total Food & Staples Retailing $ 2,797,250
------------
Food, Beverage & Tobacco - 3.3%
Brewers - 1.9%
5,885,000 BBB/Baa1 Cia Brasileira de Bebida, 10.5%, 12/15/11 $ 7,032,575
------------
Agricultural Products - 0.4%
1,000,000(c) BB/Ba2 Cosan SA Industria e Comercio, 8.25% (144A) $ 907,500
500,000 B+/B1 Marfrig Overseas, Ltd., 9.625%, 11/16/16 (144A) 477,500
------------
$ 1,385,000
------------
Packaged Foods & Meats - 0.8%
775,000 B+/Ba3 Bertin, Ltd., 10.25%, 10/5/16 (144A) $ 788,562
2,410,000 B/NR Minerva Overseas, Ltd., 9.5%, 2/1/17 (144A) 2,175,025
------------
$ 2,963,587
------------
Tobacco - 0.2%
150,000 B+/B2 Alliance One International, Inc., 8.5%, 5/15/12 $ 141,000
605,000 B+/B2 Alliance One International, Inc., 11.0%, 5/15/12 614,075
------------
$ 755,075
------------
Total Food, Beverage & Tobacco $ 12,136,237
------------
Health Care Equipment & Services - 8.9%
Health Care Equipment & Services - 1.2%
2,875,000 CCC+/Caa3 Accellent, Inc., 10.5%, 12/1/13 $ 2,300,000
3,500,000 CCC/Caa1 Angiotech Pharmaceuticals, Inc., 7.75%, 4/1/14 2,135,000
------------
$ 4,435,000
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Health Care Supplies - 1.4%
2,570,000(b) B-/B3 LVB Acquisition Merger Sub, Inc., 10.375%,
10/15/17 (144A) $ 2,653,525
2,900,000(a) CCC+/B3 Medical Services Co., 11.758%, 10/15/11 2,595,500
------------
$ 5,249,025
------------
Health Care Services - 2.3%
2,000,000 B/B2 Phibro Animal Health Corp., 10.0%, 8/1/13
(144A) $ 1,890,000
3,000,000 CCC+/Caa1 Phibro Animal Health Corp., 13.0%, 8/1/14
(144A) 3,000,000
4,055,000 CCC+/B3 Rural/Metro Corp., 9.875%, 3/15/15 3,588,675
------------
$ 8,478,675
------------
Health Care Facilities - 2.9%
1,200,000 B/B3 Community Health Systems, 8.875%, 7/15/15 $ 1,204,500
3,800,000 CCC+/Caa1 Hanger Orthopedic Group, Inc., 10.25%, 6/1/14 3,819,000
2,555,000(b) BB-/B2 HCA Inc., 9.625%, 11/15/16 2,650,812
3,725,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%, 7/15/17
(144A) 2,793,750
------------
$ 10,468,062
------------
Managed Health Care - 1.1%
4,400,000 B-/Caa1 Multiplan, Inc., 10.375%, 4/15/16 (144A) $ 4,026,000
------------
Total Health Care Equipment & Services $ 32,656,762
------------
Pharmaceuticals & Biotechnology & Life Sciences - 1.8%
Pharmaceuticals - 1.8%
2,160,000 B-/B1 AMR HoldCo/Emcare HoldCo, 10.0%, 2/15/15 $ 2,295,000
4,317,000 B-/B3 Warner Chilcott Corp., 8.75%, 2/1/15 4,317,000
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 6,612,000
------------
Banks - 0.4%
Diversified Banks - 0.4%
1,750,000(a)(c) NR/B2 ALB Finance BV, 9.375% $ 1,190,000
400,000(a) NR/Ba1 Banco Macro SA, 10.75%, 6/7/12 324,000
------------
Total Banks $ 1,514,000
------------
20 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Diversified Financials - 5.1%
Specialized Finance - 2.3%
7,950,000 BBB+/Baa1 GATX Financial Corp., 8.875%, 6/1/09 $ 8,335,082
------------
Consumer Finance - 2.8%
4,770,000 B-/Caa1 ACE Cash Express, Inc., 10.25%, 10/1/14 (144A) $ 3,887,550
1,300,000 B+/Ba3 AmeriCredit Corp., 8.5%, 7/1/15 (144A) 949,000
3,000,000 B/B1 Ford Motor Credit Co., 7.875%, 6/15/10 2,615,811
3,000,000(a) B/B1 Ford Motor Credit Co., 8.708%, 4/15/12 2,818,959
------------
$ 10,271,320
------------
Total Diversified Financials $ 18,606,402
------------
Insurance - 5.8%
Insurance Brokers - 1.6%
2,640,000 CCC/Caa1 Alliant Holdings I, Inc., 11.0%, 5/1/15 (144A) $ 2,112,000
3,465,000 CCC+/Caa1 HUB International Holdings, Inc., 10.25%,
6/15/15 (144A) 2,529,450
900,000(a) CCC/B3 U.S.I. Holdings Corp., 6.94%, 11/15/14 (144A) 650,250
885,000 CCC/Caa1 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 639,413
------------
$ 5,931,113
------------
Life & Health Insurance - 1.6%
5,725,000 B/B2 Presidential Life Corp., 7.875%, 2/15/09 $ 5,717,844
------------
Multi-Line Insurance - 1.3%
5,300,000 BB+/Baa3 Allmerica Financial Corp., 7.625%, 10/15/25 $ 4,717,000
------------
Property & Casualty Insurance - 0.8%
375,000(a) BB+/NR Blue Fin, Ltd., 9.02%, 4/10/12 (144A) $ 376,875
2,500,000(a) AA/Aa2 MBIA Insurance Co., 14.0%, 1/15/33 (144A) 2,450,000
------------
$ 2,826,875
------------
Reinsurance - 0.5%
EURO 275,000(a) B/NR Atlas Reinsurance Plc, 14.953%, 1/10/11 (144A) $ 443,380
750,000(a) BB/NR Foundation Re, Ltd.,7.17%, 11/24/08 (144A) 733,350
500,000(a) B-/NR Residential Reinsurance 2005, 11.526%,
6/6/08 (144A) 499,850
250,000(a) B/NR Residential Reinsurance 2006, 13.076%,
6/5/09 (144A) 252,375
------------
$ 1,928,955
------------
Total Insurance $ 21,121,787
------------
Real Estate - 0.1%
Real Estate Management & Development - 0.1%
225,000(a) B+/NR Alto Palermo SA, 11.0%, 6/11/12 (144A) $ 191,452
------------
Total Real Estate $ 191,452
------------
The accompanying notes are an integral part of these financial statements. 21
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Software & Services - 4.4%
IT Consulting & Other Services - 1.0%
4,450(e) CCC+/B2 MSX International UK/MXS International Business
Services FR/MXS International GmBH, 12.5%,
4/1/12 (144A) $ 3,560,000
------------
Data Processing & Outsourced Services - 3.0%
7,015,000 B/B3 First Data Corp., 9.875%, 9/24/15 (144A) $ 5,769,837
640,000 CCC+/Caa1 iPayment, Inc., 9.75%, 5/15/14 568,000
5,745,000 B-/Caa1 Pegasus Solutions, Inc., 10.5%, 4/15/15 (144A) 4,596,000
------------
$ 10,933,837
------------
Application Software - 0.2%
810,000 CCC+/Caa1 Open Solutions, Inc., 9.75%, 2/1/15 (144A) $ 627,750
------------
Systems Software - 0.2%
1,105,000 B-/Caa1 Vangent Inc., 9.625%, 2/15/15 $ 886,763
------------
Total Software & Services $ 16,008,350
------------
Technology Hardware & Equipment - 3.9%
Computer Hardware - 0.7%
3,245,000 CCC+/Caa1 Activant Solutions, Inc., 9.5%, 5/1/16 $ 2,725,800
------------
Office Electronics - 3.2%
11,830,000 BB/Baa3 Xerox Capital Trust I, 8.0%, 2/1/27 $ 11,677,547
------------
Total Technology Hardware & Equipment $ 14,403,347
------------
Semiconductors & Semiconductor Equipment - 0.6%
Semiconductors - 0.6%
500,000(a)(b) B-/B2 Freescale Semiconductor, Inc., 9.125%, 12/15/14 $ 365,000
2,500,000 B-/B3 Freescale Semiconductor, Inc., 10.125%,
12/15/16 1,687,500
------------
Total Semiconductors &
Semiconductor Equipment $ 2,052,500
------------
Telecommunication Services - 11.6%
Integrated Telecommunication Services - 2.4%
4,070,000 B-/B3 GC Impsat Holdings I Plc, 9.875%, 2/15/17
(144A) $ 3,622,300
1,250,000 B+/B1 GCI Inc., 7.25%, 2/15/14 1,031,250
3,565,000 CCC+/Caa1 PAETEC Holding Corp., 9.5%, 7/15/15 3,279,800
691,000 NR/Baa3 Tele Norte Leste Participacoes SA, 8.0%,
12/18/13 723,823
------------
$ 8,657,173
------------
22 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Wireless Telecommunication Services - 9.2%
4,165,000 CCC+/B3 Broadview Networks Holdings, Inc., 11.375%,
9/1/12 $ 3,956,750
1,625,000 CCC/Caa3 Cell C Property, Ltd., 11.0%, 7/1/15 (144A) 1,560,000
2,855,000(a) CCC+/Caa2 Cleveland Unlimited, Inc., 11.05%, 12/15/10
(144A) 2,740,800
6,400,000 B-/Caa1 Cricket Communications, Inc., 9.375%, 11/1/14 6,064,000
1,500,000 NR/B3 Digicel, Ltd., 9.25%, 9/1/12 (144A) 1,488,750
2,500,000(a) CCC+/Caa1 Hellas Telecommunications Luxembourg II,
10.008%, 1/15/15 (144A) 1,787,500
5,000,000 B-/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 4,975,000
2,200,000(d) BB-/B1 Inmarsat Finance II Plc, 0.0%, 11/15/12 2,134,000
3,000,000(a) CCC/Caa2 Rural Cellular Corp., 8.989%, 11/1/12 3,000,000
3,200,000 B-/B3 Stratos Global Corp., 9.875%, 2/15/13 3,252,000
3,020,000 B/B1 True Move Co., Ltd., 10.75%, 12/16/13 (144A) 2,838,800
------------
$ 33,797,600
------------
Total Telecommunication Services $ 42,454,773
------------
Utilities - 5.0%
Electric Utilities - 3.3%
2,000,000 BB/Ba2 Aes Chivor SA ESP, 9.75%, 12/30/14 (144A) $ 2,195,000
3,800,000 BB-/Ba3 Intergen NV, 9.0%, 6/30/17 (144A) 3,971,000
1,500,000 NR/NR Mirant JPSCo. Finance, Ltd., 11.0%,
7/6/16 (144A) 1,586,250
4,208,170 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 4,229,211
------------
$ 11,981,461
------------
Multi-Utilities - 0.5%
2,175,000(a) NR/NR Power Contract Financing III LLC, 1.332%,
2/5/10 (144A) $ 1,881,375
------------
Independent Power Producers & Energy Traders - 1.2%
4,345,000 CCC/B3 Texas Computer Electric Hold LLC, 10.25%,
11/1/15 (144A) $ 4,328,706
------------
Total Utilities $ 18,191,542
------------
TOTAL CORPORATE BONDS & NOTES
(Cost $475,898,815) $447,361,057
------------
CONVERTIBLE BONDS & NOTES - 0.3% of Net Assets
Software & Services - 0.3%
Systems Software - 0.3%
1,400,000 NR/NR Macrovision Corp., 2.625%, 8/15/11 (144A) $ 1,191,750
------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $1,400,000) $ 1,191,750
------------
The accompanying notes are an integral part of these financial statements. 23
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
MUNICIPAL BONDS - 7.8% of Net Assets
Indiana - 1.6%
1,650,000 BBB+/Baa2 East Chicago Industrial Pollution Control Revenue,
7.0%, 1/1/14 $ 1,645,528
4,250,000 BBB+/NR Indiana Development Finance Authority Revenue,
5.75%, 10/1/11 4,222,163
------------
$ 5,867,691
------------
New Jersey - 2.5%
4,525,000 B/B3 New Jersey Economic Development Authority
Revenue, 7.0%, 11/15/30 $ 4,317,619
4,000,000+ AAA/Aaa Tobacco Settlement Financing Corp., 7.0%,
6/1/41 4,761,360
------------
$ 9,078,979
------------
New York - 1.0%
3,475,000 BB+/Ba1 New York City Industrial Development Agency,
British Airways Plc Project, 7.625%, 12/1/32 $ 3,558,400
------------
North Carolina - 1.6%
4,800,000 NR/NR Charlotte, Special Facilities Revenue, Charlotte/
Douglas International Airport, 5.6%, 7/1/27 $ 3,911,616
2,000,000 NR/NR Charlotte, Special Facilities Revenue, Charlotte/
Douglas International Airport, 7.75%, 2/1/28 2,016,780
------------
$ 5,928,396
------------
Texas - 1.1%
3,200,000(f) AAA/Aa1 San Antonio, Texas, Electric & Gas, RIB, 9.351%,
2/1/19 (144A) $ 4,027,648
------------
TOTAL MUNICIPAL BONDS
(Cost $23,174,419) $ 28,461,114
------------
MUNICIPAL COLLATERALIZED DEBT OBLIGATION -
0.9% of Net Assets
3,300,000(g) NR/NR Non-Profit Preferred Funding Trust I, 12.5%,
9/15/37 (144A) $ 3,106,059
------------
TOTAL MUNICIPAL COLLATERALIZED DEBT OBLIGATION
(Cost $3,293,400) $ 3,106,059
------------
SOVEREIGN DEBT OBLIGATIONS - 2.4% of Net Assets
Brazil - 1.1%
ITL 4,800,000,000(d) BB+/Baa3 Banco Nacional de Desenvolimento Bndes, 8.0%,
4/28/10 $ 4,104,852
------------
Ecuador - 0.6%
2,015,000(d) B-/B3 Federal Republic of Ecuador, 10.0%,
8/15/30 (144A) $ 1,949,513
------------
24 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Russia - 0.7%
2,285,200(d) BBB+/Baa2 Russia Government International Bond,
7.5%, 3/31/30 $ 2,631,408
------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $5,328,260) $ 8,685,773
------------
FLOATING RATE LOAN INTERESTS - 3.9% of Net Assets (h)
Energy - 0.3%
Oil & Gas Exploration & Production - 0.3%
710,000 B/B3 SandRidge Energy, Inc., Term Loan,
6.323%, 4/1/14 $ 663,850
600,000 B/B3 Venoco, Inc., Second Lien Term Loan, 7.125%,
9/20/11 537,000
------------
Total Energy $ 1,200,850
------------
Materials - 0.5%
Steel - 0.5%
2,282,750 NR/B1 Niagara Corp., Term Loan, 7.71%, 6/29/14 $ 1,894,682
------------
Total Materials $ 1,894,682
------------
Capital Goods - 0.7%
Building Products - 0.6%
239,960 BB-/Ba3 Custom Building Products, Inc., First Lien Term
Loan, 2.25%, 10/20/11 $ 208,765
2,250,000 BB-/Ba3 Custom Building Products, Inc., Second Lien Term
Loan, 9.718%, 4/20/12 1,822,500
------------
$ 2,031,265
------------
Construction & Farm Machinery & Heavy Trucks - 0.1%
397,921 BB-/B2 Rental Service Corp., Second Lien Initial Term
Loan, 8.15%, 11/30/13 $ 366,087
------------
Total Capital Goods $ 2,397,352
------------
Consumer Durables & Apparel - 0.2%
Homebuilding - 0.2%
2,850,000 BB/Ba3 LandSource Communities Development LLC,
Second Lien Term Loan, 7.59%, 2/27/14 $ 883,500
------------
Total Consumer Durables & Apparel $ 883,500
------------
The accompanying notes are an integral part of these financial statements. 25
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
Consumer Services - 0.5%
Casinos & Gaming - 0.5%
2,500,000 BB-/Caa1 New World Gaming Partners Holdings, Ltd..,
Advance Second Lien Term Loan,
10.229%, 5/18/15 $ 1,825,000
------------
Total Consumer Services $ 1,825,000
------------
Health Care Equipment & Services - 0.4%
Health Care Equipment & Services - 0.4%
1,496,212 NR/B2 Talecris Biotherapeutics Holdings Corp., First Lien
Term Loan, 6.57%, 12/6/13 $ 1,268,040
------------
Total Health Care Equipment & Services $ 1,268,040
------------
Diversified Financials - 0.9%
Other Diversified Financial Services - 0.9%
EURO 2,205,640(b) NR/NR Louis Topco, Ltd., Term Loan, 12.134%, 6/1/17 $ 3,173,431
------------
Total Diversified Financials $ 3,173,431
------------
Insurance - 0.4%
Insurance Brokers - 0.4%
2,250,000 B-/B2 AmWins Group, Inc., Second Lien Initial Term
Loan, 8.56%, 6/9/14 $ 1,350,000
------------
Multi-Line Insurance - 0.0%
249,372 B-/B2 AmWins Group, Inc., Term Loan B, 5.56% -
5.59%, 6/8/13 $ 162,092
------------
Total Insurance $ 1,512,092
------------
TOTAL FLOATING RATE LOAN INTERESTS
(Cost $18,257,183) $ 14,154,947
------------
FIXED RATE LOAN INTERESTS - 0.3% of Net Assets
Energy - 0.3%
Oil & Gas Exploration & Production - 0.3%
1,070,000 B/B3 SandRidge Energy, Inc., Term Loan,
8.625%, 4/1/15 $ 1,057,963
------------
TOTAL FIXED RATE LOAN INTERESTS
(Cost $1,070,000) $ 1,057,963
------------
Shares COMMON STOCKS - 0.4% of Net Assets
Transportation - 0.2%
Airlines - 0.2%
71,520(i) Northwest Airlines Corp. $ 642,965
------------
Total Transportation $ 642,965
------------
26 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares Value
Pharmaceuticals & Biotechnology & Life Sciences - 0.2%
Pharmaceuticals - 0.2%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 823,013
-------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 823,013
-------------
TOTAL COMMON STOCKS
(Cost $2,886,220) $ 1,465,978
-------------
WARRANTS - 0.2% of Net Assets
Energy - 0.2%
Oil & Gas Drilling - 0.2%
2,500,000(i) Norse Energy Corp. ASA - CW11, Expires 7/14/11 $ 664,141
-------------
Oil & Gas Exploration & Production - 0.0%
150,592(i) Biofuel Energy ASA, Expires 6/7/12 $ -
-------------
Total Energy $ 664,141
-------------
Materials - 0.0%
Forest Products - 0.0%
1,645(i) Mandra Forestry Holdings, Ltd. - CW13,
Expires 5/15/13 $ 213,850
-------------
Total Materials $ 213,850
-------------
Transportation - 0.0%
Railroads - 0.0%
4,525(i) Atlantic Express Transportation Corp.,
Expires 4/15/08 $ 56,563
-------------
Total Transportation $ 56,563
-------------
TOTAL WARRANTS
(Cost $523,408) $ 934,554
-------------
TEMPORARY CASH INVESTMENTS - 0.8% of Net Assets
Security Lending Collateral - 0.8%
3,065,051 Securities Lending Investment Fund, 3.024% $ 3,065,051
-------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $3,065,051) $ 3,065,051
-------------
TOTAL INVESTMENTS IN SECURITIES - 140.0%
(Cost $536,915,475) (j)(k) $ 511,341,507
-------------
OTHER ASSETS AND LIABILITIES 1.4% $ 4,966,278
-------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE - (41.4)% $(151,109,057)
-------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS - 100.0% $ 365,198,728
-------------
The accompanying notes are an integral part of these financial statements. 27
Pioneer High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
NR Security not rated by S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At March
31, 2008, the value of these securities amounted to $168,781,052 or 46.2%
of total net assets applicable to common shareowners.
+ Prerefunded bonds have been collateralized by U.S. Treasury securities or
U.S. Government Agencies which are held in escrow to pay interest and
principal on the tax exempt issue and to retire the bonds in full at the
earliest refunding date.
(a) Floating rate note. The rate shown is the coupon rate at March 31, 2008.
(b) Payment-in Kind (PIK) security which may pay interest in additional
principal amount.
(c) Security is a perpetual bond and has no definite maturity date.
(d) Debt obligation initially issued at one coupon which converts to a higher
coupon at a specific date. The rate shown is the rate at March 31, 2008.
(e) Security is priced as a unit.
(f) The interest rate is subject to change periodically and inversely based
upon prevailing market rates. The rate shown is the rate at March 31,
2008.
(g) Indicates a security that has been deemed illiquid. The aggregate cost of
illiquid securities is $3,293,400. The aggregate value $3,106,059
represents 0.9% of the net assets.
(h) Floating rate loan interests in which the Trust invests generally pay
interest at rates that are periodically redetermined by reference to a
base lending rate plus a premium. These base lending rates are generally
(i) the lending rate offered by one or more major European banks, such as
LIBOR (London InterBank Offered Rate), (ii) the prime rate offered by one
or more major United States banks, (iii) the certificate of deposit (iv)
other base lending rates used by commercial lenders. The interest rate
shown is the rate accruing at March 31, 2008.
(i) Non-income producing.
(j) At March 31, 2008, the net unrealized loss on investments based on cost
for federal income tax purposes of $537,505,765 was as follows:
Aggregate gross unrealized gain for all investments in which there is
an excess of value over tax cost $ 22,575,133
Aggregate gross unrealized loss for all investments in which there is
an excess of tax cost over value (48,739,391)
------------
Net unrealized loss $(26,164,258)
============
For financial reporting purposes net unrealized loss was $25,573,968 and
cost of investments aggregated $536,915,475.
28 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------
(k) Distribution of investments by country of issue, as a percentage of
total holdings, is as follows:
United States 73.8%
Canada 4.3
Norway 3.9
Brazil 3.2
United Kingdom 2.9
Cayman Islands 1.6
Netherlands 1.6
Germany 1.2
Mexico 1.1
Virgin Islands 1.0
Australia 0.7
Luxembourg 0.6
Thailand 0.6
Argentina 0.6
Russia 0.5
Bermuda 0.5
Colombia 0.4
Ecuador 0.4
Jamaica 0.3
South Africa 0.3
Singapore 0.2
Israel 0.2
Ireland 0.1
-----
100.0%
=====
(l) At March 31, 2008, the following securities were out on loan:
Principal
Amount Description Market Value
$ 185,000 Central Garden & Pet Co., 9.125%, 2/1/13 $ 149,388
1,569,490 Georgia Gulf Corp., 10.75%, 10/15/16 1,028,016
2,191,000 Yankee Acquisition Corp., 9.75%, 2/15/17* 1,741,844
----------
$2,919,248
==========
* Awaiting pending sales, portion not part of portfolio at year end.
Note: Principal amounts are denominated in U.S. dollars unless otherwise
denoted.
EURO Euro
ITL Italian Lira
NOK Norwegian Krone
(A.D.R.) American Depositary Receipt
RIB Residual Interest Bonds
Purchases and sales of securities (excluding temporary cash investments) for the
year ended March 31, 2008, aggregated $144,753,756 and $80,853,155,
respectively.
The accompanying notes are an integral part of these financial statements. 29
Pioneer High Income Trust
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 3/31/08
--------------------------------------------------------------------------------
ASSETS:
Investments in securities, at value (including securities
loaned of $2,919,248) (cost $536,915,475) $511,341,507
Foreign currencies, at value (cost $999,303) 1,257,869
Receivables -
Investment securities sold 2,604,734
Interest and foreign tax reclaim 14,012,855
Reinvestment of distributions 29,518
Prepaid expenses 30,677
------------
Total assets $529,277,160
------------
LIABILITIES:
Payables -
Investment securities purchased $ 2,788,760
Upon return of securities loaned 3,065,051
Forward foreign currency portfolio hedge contracts - net 1,969,270
Due to custodian 4,743,886
Due to affiliates 270,182
Accrued expenses 132,226
------------
Total liabilities $ 12,969,375
------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040
shares, including dividends payable of $109,057 $151,109,057
------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $388,269,027
Undistributed net investment income 10,542,800
Accumulated net realized loss on investments and foreign
currency transactions (6,384,477)
Net unrealized loss on investments (25,573,968)
Net unrealized loss on forward foreign currency
contracts and other assets and liabilities denominated
in foreign currencies (1,654,654)
------------
Net assets applicable to common shareowners $365,198,728
============
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $365,198,728/27,227,442 common shares $ 13.41
============
30 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
For the Year Ended 3/31/08
INVESTMENT INCOME:
Interest $ 55,690,102
Dividends (net of foreign taxes withheld $283) 6,222
Income from securities loaned, net 289,842
------------
Total investment income $ 55,986,166
------------
EXPENSES:
Management fees $ 3,414,994
Administrative fees 99,604
Transfer agent fees and expenses 66,762
Auction agent fees 404,076
Custodian fees 93,196
Registration fees 24,447
Professional fees 64,084
Printing expense 37,218
Trustees' fees 15,987
Pricing fee 23,654
Miscellaneous 35,073
------------
Total expenses $ 4,279,095
------------
Less fees paid indirectly (28)
------------
Net expenses $ 4,279,067
------------
Net investment income $ 51,707,099
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized loss from:
Investments $ (638,556)
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies (1,879,262) $ (2,517,818)
------------ ------------
Change in net unrealized gain (loss) from:
Investments $(71,110,199)
Forward foreign currency contracts and other assets
and liabilities denominated in foreign currencies (451,436) $(71,561,635)
------------ ------------
Net loss on investments and foreign currency
transactions $(74,079,453)
------------
DIVIDENDS AND DISTRIBUTIONS TO PREFERRED
SHAREOWNERS FROM NET INVESTMENT INCOME:
Net investment income $ (6,061,497)
Net realized gains (1,860,388)
------------
Total distributions $ (7,921,885)
------------
Net decrease in net assets applicable to common
shareowners resulting from operations $(30,294,239)
============
The accompanying notes are an integral part of these financial statements. 31
Pioneer High Income Trust
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
For the Years Ended 3/31/08 and 3/31/07, respectively
Year Year
Ended Ended
3/31/08 3/31/07
FROM OPERATIONS:
Net investment income $ 51,707,099 $ 50,707,850
Net realized gain (loss) on investments and
foreign currency transactions (2,517,818) 16,283,907
Change in net unrealized gain (loss) on
investments and foreign currency transactions (71,561,635) 792,354
Dividends and distributions to preferred
shareowners from:
Net investment income (6,061,497) (7,327,339)
Net realized gains (1,860,388) (351,876)
------------ ------------
Net increase (decrease) in net assets
applicable to common shareowners
resulting from operations $(30,294,239) $ 60,104,896
------------ ------------
DIVIDENDS AND DISTRIBUTIONS TO COMMON
SHAREOWNERS:
Net investment income
($1.65 and $1.65 per share, respectively) $(44,810,401) $(44,546,595)
Net realized capital gains
($0.45 and $0.09 per share, respectively) (12,222,501) (2,298,583)
------------ ------------
Total distributions to common shareowners $(57,032,902) $(46,845,178)
------------ ------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 2,081,512 $ 2,755,523
------------ ------------
Net increase in net assets applicable to
common shareowners resulting from Trust
share transactions $ 2,081,512 $ 2,755,523
------------ ------------
Net increase (decrease) in net assets applicable
to common shareowners $(85,245,629) $ 16,015,241
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS:
Beginning of year 450,444,357 434,429,116
------------ ------------
End of year $365,198,728 $450,444,357
------------ ------------
Undistributed net investment income $ 10,542,800 $ 10,652,261
============ ============
32 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/08 3/31/07 3/31/06 3/31/05 3/31/04
Per Common Share Operating Performance
Net asset value, beginning of period $ 16.63 $ 16.13 $ 16.34 $ 16.20 $ 13.43
-------- ------- ------- ------- -------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.90 $ 1.88 $ 1.88 $ 1.87 $ 1.77
Net realized and unrealized gain (loss) on investments and
foreign currency transactions (2.73) 0.64 0.00(b) 0.15 2.73
Dividends and distributions to preferred shareowners from:
Net investment income (0.22) (0.27) (0.19) (0.10) (0.06)
Net realized gains (0.07) (0.01) (0.02) 0.00(b) -
-------- ------- ------- ------- -------
Net increase (decrease) from investment operations $ (1.12) $ 2.24 $ 1.67 $ 1.92 $ 4.44
Dividends and distributions to common shareowners from:
Net investment income (1.65) (1.65) (1.65) (1.65) (1.65)
Net realized gains (0.45) (0.09) (0.23) (0.13) -
Capital charge with respect to issuance of:
Preferred shares - - - - (0.02)
-------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ (3.22) $ 0.50 $ (0.21) $ 0.14 $ 2.77
-------- ------- ------- ------- -------
Net asset value, end of period(c) $ 13.41 $ 16.63 $ 16.13 $ 16.34 $ 16.20
-------- ------- ------- ------- -------
Market value, end of period(c) $ 13.15 $ 17.84 $ 16.80 $ 15.12 $ 16.57
======== ======= ======= ======= =======
Total return (d) (15.37)% 17.61% 24.84% 1.97% 27.33%
Ratios to average net assets of common shareowners
Net expenses(e) 1.02% 1.01% 0.99% 1.00% 0.96%
Net investment income before preferred share dividends 12.36% 11.57% 11.68% 11.60% 11.64%
Preferred share dividends 1.45% 1.67% 1.19% 0.63% 0.39%
Net investment income available to common shareowners 10.91% 9.90% 10.49% 10.97% 11.25%
Portfolio turnover 15% 27% 20% 54% 66%
The accompanying notes are an integral part of these financial statements. 33
Pioneer High Income Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Year Year
Ended Ended
3/31/08 3/31/07
Per Common Share Operating Performance (continued)
Net assets of common shareowners, end of period (in thousands) $ 365,199 $ 450,444
Preferred shares outstanding (in thousands) $ 151,000 $ 151,000
Asset coverage per preferred share, end of period $ 85,481 $ 99,597
Average market value per preferred share (f) $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,018 $ 25,020
Ratios to average net assets of common shareowners before
waivers and reimbursement of expenses
Net expenses(e) 1.02% 1.01%
Net investment income before preferred share dividends 12.36% 11.57%
Preferred share dividends 1.45% 1.67%
Net investment income available to common shareowners 10.91% 9.90%
Year Year Year
Ended Ended Ended
3/31/06 3/31/05 3/31/04
Per Common Share Operating Performance (continued)
Net assets of common shareowners, end of period (in thousands) $ 434,429 $ 438,303 $ 433,556
Preferred shares outstanding (in thousands) $ 151,000 $ 151,000 $ 151,000
Asset coverage per preferred share, end of period $ 96,940 $ 97,569 $ 96,781
Average market value per preferred share (f) $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,015 $ 25,003 $ 25,000
Ratios to average net assets of common shareowners before
waivers and reimbursement of expenses
Net expenses(e) 0.99% 1.00% 0.96%
Net investment income before preferred share dividends 11.68% 11.60% 11.64%
Preferred share dividends 1.19% 0.63% 0.39%
Net investment income available to common shareowners 10.49% 10.97% 11.25%
(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) Ratios do not reflect the effect of dividend payments to preferred
shareowners.
(f) Market value is redemption value in absence of 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.
34 The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08
--------------------------------------------------------------------------------
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.
The Trust's investments in certain foreign markets or countries with limited
developing markets may subject the Trust to a greater degree of risk than in a
developed market. These risks include disruptive political or economic
conditions and the possible imposition of adverse governmental laws or currency
exchange restrictions.
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's Shareowner reports from time to time. Please refer to those documents
when considering the Trust's risks. At times, the Trust's investments may
represent industries or industry sectors that are interrelated or have common
risks, making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries or sectors. Under normal
market conditions, the Trust invests at least 80% of its assets in below
investment grade (high-yield) debt securities, loans and preferred stocks.
Because the Trust's investments will be concentrated in the high-yield
securities, it will be subject to risks of such securities. Below investment
grade securities are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, and the reported amounts of income,
expenses and gains and losses on investments during the reporting year. Actual
results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements, which are
35
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
consistent with those policies generally accepted in the investment company
industry:
A. Security Valuation
Security transactions are recorded as of trade date. 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 investments will be valued by Loan Pricing
Corporation through the use of pricing matrices to determine valuations.
Fixed-income securities are valued at prices supplied by independent
pricing services, which consider such factors as Treasury spreads, yields,
maturities and ratings. Valuations may be supplemented by values obtained
from dealers and other sources, as required. Equity securities are valued
at the last sale price on the principal exchanges where they are traded.
Securities or Loan Interests for which market quotations are not readily
available are valued using fair value methods pursuant to procedure adopted
by the Board of Trustees. Trading in foreign securities is substantially
completed each day at various times prior to the close of the NYSE. The
values of such securities used in computing the net asset value of the
Trust's shares are determined as of such times. The Trust may also use the
fair value of a security, including a non-U.S. security, when the closing
market price on the primary exchange where the security is traded no longer
accurately reflects the value of the security as of the close of the
exchange. As of March 31, 2008, the Trust had no fair valued securities.
Temporary cash investments are valued at amortized cost which approximates
market value.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Trust becomes aware of the ex-dividend
data in the exercise of reasonable diligence. Discounts and premiums on
debt securities are accreted or amortized, respectively, daily, on an
effective yield to maturity basis and are included in interest income.
Premiums and discounts related to certain mortgage-backed securities are
amortized or accreted in proportion to the monthly paydowns. Interest
income,
36
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
including income on interest bearing cash accounts, is recorded on an
accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions represent,
among other things, the net realized gains and losses on foreign currency
contracts, disposition of foreign currencies and the difference between the
amount of income accrued and the U.S. dollars actually received. Further,
the effects of changes in foreign currency exchange rates on investments
are not segregated in the Statement of Operations from the effects of
changes in market 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 enters into forward foreign currency contracts ("contracts") for
the purchase or sale of a specific foreign currency at a fixed price on a
future date as a hedge or cross-hedge against either specific investment
transactions (settlement hedges) or portfolio positions (portfolio hedges).
All contracts are marked to market daily at the applicable exchange rates,
and any resulting unrealized gains or losses are recorded in the Trust's
financial statements. The Trust records realized gains and losses at the
time a portfolio hedge is offset by entry into a closing transaction or
extinguished by delivery of the currency. Risks may arise upon entering
into these contracts from the potential inability of counterparties to meet
the terms of the contracts and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar (see Note 5).
37
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years prior to 2004 are closed (not subject to examination by Tax
authorities) due to expiration of statute of limitations; all other tax
years are open.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Trust's distributions may
be shown in the accompanying financial statements as either from or in
excess of net investment income or net realized gain (loss) on investment
and foreign currency transactions, or from paid-in capital, depending on
the type of book/tax differences that may exist.
As of March 31, 2008, the Trust reclassified $944,662 to decrease
undistributed net investment income and to decrease net realized loss on
investments. The reclassification has no impact on the net asset value of
the Trust and presents the Trust's capital accounts on a tax basis.
The tax character of distributions paid to common and preferred shareowners
during the years ended March 31, 2008 and March 31, 2007 was as follows:
-----------------------------------------------------------------------------
2008 2007
-----------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $52,250,498 $51,873,934
Net long-term capital gains 12,704,289 2,650,459
----------- -----------
Total taxable distribution $64,954,787 $54,524,393
=========== ===========
-----------------------------------------------------------------------------
The following shows components of distributable earnings on a federal
income tax basis at March 31, 2008.
38
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--------------------------------------------------------------------------------
-----------------------------------------------------------------------------
2008
-----------------------------------------------------------------------------
Undistributed ordinary income $ 9,845,904
Undistributed long-term capital gains 16,941
Dividends payable (109,057)
Unrealized depreciation (32,824,087)
------------
Total $(23,070,299)
============
-----------------------------------------------------------------------------
The difference between book basis and tax basis unrealized depreciation is
primarily attributable to the tax deferral of losses on straddles and wash
sales, the realization for tax purposes of unrealized gains on investments
in passive foreign investment companies, the realization for tax purposes
of unrealized losses on certain foreign currency contracts, the difference
between book and tax amortization methods for premiums and discounts on
fixed income securities, the deferral of post-October capital losses 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 interests
received from counterparties, is required to be at least equal to or in
excess of the repurchase price at the time of purchase. The collateral for
all repurchase agreements is held in safekeeping in the customer-only
account of the Trust's custodian or subcustodians. Pioneer Investment
Management, Inc., the Trust's investment adviser, is responsible for
determining that the value of the collateral remains at least equal to the
repurchase price.
F. Securities Lending
The Trust lends securities in its portfolio to certain broker-dealers or
other institutional investors, with the Trust's custodian acting as the
lending agent. When entering into a loan, the Trust receives collateral
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Trust also continues to receive interest or
payments in lieu of dividends on the securities loaned. Unrealized gain or
loss on the fair value of the loaned securities that may occur during the
term of the loan will be for the account of the Trust. The loans are
secured by collateral of at least 102%, at all times, of the fair value of
the securities loaned. The
39
Pioneer High Income Trust
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NOTES TO FINANCIAL STATEMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
amount of the collateral will be adjusted daily to reflect any price
fluctuation in the value of the loaned securities. The Trust has the right
under the securities lending arrangement to recover the securities on loan
from the borrower on demand. The Trust invests cash collateral in the
Securities Lending Investment Fund which is sponsored by Brown Brothers
Harriman & Co., the Trust's custodian.
G. Automatic Dividend Reinvestment Plan
All common shareowners automatically participate in the Automatic Dividend
Reinvestment Plan (the "Plan"), under which participants receive all
dividends and capital gain distributions (collectively, "dividends") in
full and fractional common shares of the Trust in lieu of cash. Shareowners
may elect not to participate in the Plan. Shareowners not participating in
the Plan receive all dividends and capital gain distributions in cash.
Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by notifying American Stock Transfer &
Trust Company, the agent for shareowners in administering the Plan (the
"Plan Agent"), in writing prior to any dividend record date; otherwise such
termination or resumption will be effective with respect to any
subsequently declared dividend or other distribution.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional
unissued but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If,
on the payment date for any dividend, the net asset value per common share
is equal to or less than the market price per share plus estimated
brokerage trading fees ("market premium"), the Plan Agent will invest the
dividend amount in newly issued common shares. The number of newly issued
common shares to be credited to each account will be determined by dividing
the dollar amount of the dividend by the net asset value per common share
on the date the shares are issued, provided that the maximum discount from
the then current market price per share on the date of issuance does not
exceed 5%. If, on the payment date for any dividend, the net asset value
per common share is greater than the market value ("market discount"), the
Plan Agent will invest the dividend amount in common shares acquired in
open-market purchases. There are no
40
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
Pioneer Investment Management, Inc. ("PIM"), a wholly owned indirect subsidiary
of UniCredito Italiano S.p.A. ("UniCredito Italiano") manages the Trust's
portfolio. Management fees payable under the Trust's Advisory Agreement with PIM
are calculated daily at the annual rate of 0.60% of the Trust's average weekly
managed assets. "Managed assets" is the average daily value of the Trust's total
assets minus the sum of the Trust's liabilities, which liabilities exclude debt
related to leverage, short-term debt and the aggregate liquidation preference of
any outstanding preferred shares. For the year ended March 31, 2008, the net
management fee was equivalent to 0.60% of the Trust's average weekly managed
assets, which was equivalent to 0.82% 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 March 31,
2008, $270,182 was payable to PIM related to management costs, administrative
costs and certain other services and is in included in "Due to affiliates" on
the Statement of Assets and Liabilities.
PIM has retained Princeton Administrators, LLC ("Princeton") to provide certain
administrative and accounting services to the Trust on its behalf. PIM pays
Princeton a monthly fee at an annual rate of 0.07% of the average daily value of
the Trust's managed assets up to $500 million and 0.03% for average daily
managed assets in excess of $500 million, subject to a minimum monthly fee of
$10,000. Princeton receives no compensation directly from the Trust.
41
Pioneer High Income Trust
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NOTES TO FINANCIAL STATEMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. ("PIMSS"), a wholly
owned indirect subsidiary of UniCredito Italiano, through a sub-transfer agency
agreement with American Stock Transfer & Trust Company, provides substantially
all transfer agent and shareowner services related to the Trust's common shares
at negotiated rates. Deutsche Bank Trust Company Americas ("Deutsche Bank") is
the transfer agent, registrar, dividend paying agent and auction agent with
respect to the Trust's Auction Market Preferred Shares ("AMPS"). The Trust pays
Deutsche Bank an annual fee, as is agreed to from time to time by the Trust and
Deutsche Bank, for providing such services.
4. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Trust's custodian expenses. For the year ended March 31, 2008, the Trust
expenses were reduced by $28 under such arrangement.
5. Forward Foreign Currency Contracts
The Trust may enter into contracts that obligate the Trust to deliver currencies
at specified future dates. At the maturity of a contract, the Trust must make
delivery of the specified currency. Alternatively, prior to the settlement date
of these hedges, the Trust may close out such contracts by entering into
offsetting hedge contract.
Open portfolio hedges at March 31, 2008 were as follows:
--------------------------------------------------------------------------------------------
Net Net
Contracts In Exchange Settlement Unrealized
Currency to (Deliver) For US$ Date US$ Value Loss
--------------------------------------------------------------------------------------------
EURO (5,950,000) $(8,059,632) 6/11/08 $ (9,397,463) $(1,337,831)
EURO (7,000,000) (10,285,184) 2/4/09 (10,916,623) (631,439)
-----------
Total $(1,969,270)
===========
--------------------------------------------------------------------------------------------
As of March 31, 2008, the Trust had no outstanding forward currency settlement
hedges.
42
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--------------------------------------------------------------------------------
6. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the years ended March
31, 2008 and March 31, 2007 were as follows:
-----------------------------------------------------------------------------
2008 2007
-----------------------------------------------------------------------------
Shares outstanding at
beginning of year 27,093,609 26,931,420
Reinvestment of distributions 133,833 162,189
---------- ----------
Shares outstanding at
end of year 27,227,442 27,093,609
========== ==========
-----------------------------------------------------------------------------
The Trust may classify or reclassify any unissued common shares of beneficial
interest into one or more series of preferred shares of beneficial interest. As
of March 31, 2008, 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. An auction fails if there
are more AMPS offered 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. You will not be able to sell your AMPS at an
auction if the auction fails. Since February 13, 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. Dividends on Series W28 are also
cumulative at a rate reset every 28 days based on the results of an auction.
Dividend rates ranged from 3.00% to 6.50% during the year ended March 31, 2008.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, asset coverage with respect to the outstanding
preferred shares would be less than 200%.
The AMPS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The AMPS
43
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
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 Agreement and Declaration of Trust are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. However, holders of AMPS are also entitled to
elect two of the Trust's Trustees. In addition, the Investment Company Act of
1940, as amended, requires that along with approval by shareowners that might
otherwise be required, the approval of the holders of a majority of any
outstanding preferred shares, voting separately as a class, would be required to
(a) adopt any plan of reorganization that would adversely affect the preferred
shares and (b) take any action requiring a vote of security holders, including,
among other things, changes in the Trust's subclassification as a closed-end
management investment company or changes in its fundamental investment
restrictions.
7. New Pronouncements
In September 2006, Statement of Financial Accounting Standards No. 157, Fair
Value Measurements ("SFAS 157"), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Management is currently evaluating the impact the adoption of SFAS
157 will have on the Trust's financial statement disclosures.
In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities ("SFAS 161"), was issued and
is effective for fiscal years beginning after November 15, 2008. SFAS 161
requires enhanced disclosures about an entity's derivative and hedging
activities. Management is currently evaluating the impact the adoption of SFAS
161 will have on the Trust's financial statement disclosures.
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--------------------------------------------------------------------------------
8. Subsequent Events
Subsequent to March 31, 2008, the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.1375 per common share
payable April 30, 2008, to common shareowners of record on April 15, 2008.
Subsequent to March 31, 2008, dividends declared and paid on preferred shares
totaled $416,033 in aggregate for the three outstanding preferred share series
through May 15, 2008.
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's investment
objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which have not been
approved by the shareowners. There have been no changes in the principal risk
factors associated with investment in the Trust. Day-to-day management of the
Trust's portfolio is the responsibility of Andrew Feltus. Mr. Feltus is
supported by the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio manager and
the team also may draw upon the research and investment management expertise of
the global research team, which provides fundamental research on companies and
includes members from Pioneer's affiliate, Pioneer Investment Management
Limited. Mr. Feltus, a Senior vice president, joined Pioneer in 1994 and has
been an investment professional for more than 10 years.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
Additional Information Regarding the Trust's Investment Policies
Event-Linked Bonds
The Trust may invest in "event-linked" bonds, which sometimes are referred to as
"insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude. For some event-linked bonds,
the trigger event's magnitude
45
Pioneer High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 3/31/08 (continued)
--------------------------------------------------------------------------------
may be based on losses to a company or industry, industry indexes or readings of
scientific instruments rather than specified actual losses. If a trigger event,
as defined within the terms of an event-linked bond, involves losses or other
metrics exceeding a specific magnitude in the geographic region and time period
specified therein, the Trust may lose a portion or all of its accrued interest
and/or principal invested in such event-linked bond. The Trust is entitled to
receive principal and interest payments so long as no trigger event occurs of
the description and magnitude specified by the instrument.
Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. In addition to the specified trigger events, event-linked bonds may
also expose the Trust to other risks, including but not limited to issuer
(credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences. Event-linked bonds are subject to the risk that the
model used to calculate the probability of a trigger event was not accurate and
underestimated the likelihood of a trigger event. Upon the occurrence or
possible occurrence of a trigger event, and until the completion of the
processing and auditing of applicable loss claims, the Trust's investment in
such event-linked bond may be priced using fair value methods. As a relatively
new type of financial instrument, there is limited trading history for these
securities, and there can be no assurance that a more liquid market in these
instruments will develop.
Event-linked bonds typically are rated by at least one nationally recognized
rating agency, but also may be unrated. The rating for an event-linked bond
primarily reflects the rating agency's calculated probability that a pre-defined
trigger event will occur. This rating also assesses the event-linked bond's
credit risk and model used to calculate the probability of a trigger event.
CEO CERTIFICATION DISCLOSURE (unaudited)
The Trust's Chief Executive Officer has submitted to the New York Stock Exchange
the annual CEO certification as required by Section 303A.12(a) of the NYSE
Listed Company Manual. In addition, the Trust has filed with the Securities and
Exchange Commission the certification of its Chief Executive Officer and Chief
Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
46
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--------------------------------------------------------------------------------
IMPORTANT TAX INFORMATION (unaudited)
The Pioneer High Income Trust paid a long-term capital gain distribution of
$0.3988 per share to common shareowners of record on December 12, 2007.
Additionally, the following summarizes the per share long-term capital gain
distributions paid to preferred shareowners during the year:
-----------------------------------------------------------------------------
Payable Date Long-Term Capital Gain
-----------------------------------------------------------------------------
Series M 12/26/07 $ 26.94
Series M 1/2/2008 $ 27.95
Series M 1/8/2008 $ 23.13
Series M 1/15/2008 $ 25.28
Series M 1/22/2008 $ 23.82
Series M 1/29/2008 $ 23.33
Series M 2/5/2008 $ 20.90
Series M 2/12/2008 $ 20.42
Series M 2/19/2008 $ 20.66
Series M 2/26/2008 $ 21.23
Series M 3/4/2008 $ 21.09
Series M 3/11/2008 $ 21.45
Series M 3/18/2008 $ 21.38
Series M 3/25/2008 $ 11.17
Series W 1/24/2008 $119.58
Series W 2/21/2008 $ 93.33
Series W 3/20/2008 $ 89.19
Series TH 12/21/2007 $ 25.28
Series TH 12/28/2007 $ 24.31
Series TH 1/4/2008 $ 17.01
Series TH 1/11/2008 $ 26.74
Series TH 1/18/2008 $ 25.28
Series TH 1/25/2008 $ 24.06
Series TH 2/1/2008 $ 22.12
Series TH 2/8/2008 $ 20.90
Series TH 2/15/2008 $ 20.17
Series TH 2/22/2008 $ 21.23
Series TH 2/29/2008 $ 21.89
Series TH 3/7/2008 $ 21.23
Series TH 3/14/2008 $ 20.80
Series TH 3/24/2008 $ 12.56
-----------------------------------------------------------------------------
47
Pioneer High Income Trust
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
To the Board of Trustees and the Shareowners of
Pioneer High Income Trust:
We have audited the accompanying statement of assets and liabilities of Pioneer
High Income Trust (the "Trust"), including the schedule of investments, as of
March 31, 2008, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of March 31, 2008, by correspondence with the custodian,
selling or agent banks and brokers or by other appropriate auditing procedures
where replies from brokers were not received. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer High Income Trust at March 31, 2008, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with U.S. generally accepted accounting
principles.
[Signature of Ernst & Young LLP]
Boston, Massachusetts
May 20, 2008
48
Pioneer High Income Trust
--------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING (unaudited)
--------------------------------------------------------------------------------
On September 11, 2007, Pioneer High Income Trust held its annual meeting of
shareowners to elect Class II Trustees. All Class II Trustees were elected. Here
are the detailed results of the votes.
Proposal 1 - To elect Class II Trustees.
-----------------------------------------------------------------------------
Nominee Affirmative Withheld
-----------------------------------------------------------------------------
David R. Bock 24,423,450 283,027
Stephen K. West 24,416,488 289,989
John F. Cogan, Jr.+ 4,467 18
-----------------------------------------------------------------------------
+ Elected by Preferred Shares only
49
Pioneer High Income Trust
--------------------------------------------------------------------------------
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
--------------------------------------------------------------------------------
Pioneer Investment Management, Inc. ("PIM") serves as the Trust's investment
adviser pursuant to an investment advisory agreement between PIM and the Trust.
The Trustees of the Trust, as required by law, determine annually whether to
continue the investment advisory agreement for the Trust.
In connection with their most recent consideration of the investment advisory
agreement for the Trust, the Trustees received and reviewed a substantial amount
of information provided by PIM in response to requests of the independent
Trustees and their independent legal counsel. The independent Trustees met on a
number of occasions with PIM and also separately with their independent legal
counsel to evaluate and discuss the information provided to them by PIM. At a
meeting held on November 13, 2007, based on their evaluation of the information
provided by PIM, the Trustees, including the independent Trustees voting
separately, unanimously approved the continuation of the investment advisory
agreement for another year.
In considering the continuation of the investment advisory agreement, the
Trustees considered various factors that they determined were relevant,
including the factors described below. The Trustees did not identify any single
factor as the controlling factor in determining to approve the continuation of
the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services provided
by PIM to the Trust, taking into account the investment objective and strategy
of the Trust and the information related to the Trust provided to the Trustees
at each quarterly meeting. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Trust and its research process. The Trustees considered the resources of PIM and
the personnel of PIM who provide investment management services to the Trust.
They also considered PIM's compliance and legal resources and personnel.
In addition, the Trustees considered the other services that PIM provides to the
Trust under the investment advisory agreement and that, as administrator, PIM is
responsible for the administration of the Trust's business and other affairs. It
was noted that PIM supervises and monitors the performance of the Trust's
service providers and provides the Trust with personnel (including officers) as
are necessary
50
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
for the Trust's operations. The Trustees considered the fees paid to PIM for the
provision of such services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services provided by PIM to the Trust were satisfactory and
consistent with the terms of the investment advisory agreement.
Performance of the Trust
The Trustees considered the performance results of the Trust over various time
periods. They reviewed information comparing the Trust's performance with the
average performance of its peer group of funds as classified by Morningstar,
Inc. ("Morningstar"), an independent provider of investment company data, and
with the performance of the Trust's benchmark index. The Trustees considered
that the Trust's annualized total return was in the first quintile of its
Morningstar category for the one, three and five year periods ended June 30,
2007. (In all quintile rankings referred to throughout this disclosure, first
quintile is most favorable to the Trust's shareowners. Thus, highest relative
performance would be first quintile and lowest relative expenses would also be
first quintile.) The Trustees concluded that the investment performance of the
Trust was satisfactory.
Management Fee and Expenses
The Trustees considered information on the fees and expenses of the Trust in
comparison to the management fees and the expense ratios of a peer group of
funds selected on the basis of criteria determined by the independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC ("Strategic Insight"), an independent third party.
The Trustees considered that the Trust's management fee for the twelve months
ended June 30, 2007 was in the first quintile relative to the management fees
paid by other funds in its Strategic Insight peer group for the comparable
period. The Trustees also considered that the Trust's expense ratio for the
twelve months ended June 30, 2007 was in the first quintile relative to its
Strategic Insight peer group. It was noted that PIM did not currently manage any
separate accounts with an investment objective and strategies that were similar
to the Trust.
The Trustees concluded that the management fee payable by the Trust to PIM was
reasonable in relation to the nature and quality of
51
Pioneer High Income Trust
--------------------------------------------------------------------------------
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
--------------------------------------------------------------------------------
services provided, taking into account the fees charged by other advisers for
managing comparable funds with similar strategies. The Trustees also concluded
that the Trust's expense ratio was reasonable, taking into account the size of
the Trust, the quality of services provided by PIM and the investment
performance of the Trust.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Trust,
including the methodology used by PIM in allocating certain of its costs to the
management of the Trust. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Trust. They further reviewed the
financial results realized by PIM and its affiliates from non-Trust businesses.
The Trustees considered PIM's profit margins with respect to the Trust in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
recognized that PIM should be entitled to earn a reasonable level of profit for
the services provided to the Trust. The Trustees concluded that PIM's
profitability with respect to the management of the Trust was not unreasonable.
Economies of Scale
The Trustees considered the extent to which PIM may realize economies of scale
or other efficiencies in managing and supporting the Trust. Since the Trust is a
closed-end fund and its size is relatively stable at an asset level that was
anticipated when the management fee was initially set, the majority of the
Trustees concluded that economies of scale were not a relevant consideration.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Trust. The Trustees considered that an affiliate of PIM serves as the Trust's
transfer agent. The Trustees further considered the intangible benefits to PIM
by virtue of its relationship with the Trust and the other Pioneer funds. The
Trustees concluded that the receipt of these benefits was reasonable in the
context of the overall relationship between PIM and the Trust.
52
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the independent Trustees, concluded that the terms of
the investment advisory agreement between PIM and the Trust, including the fees
payable thereunder, were fair and reasonable and voted to approve the proposed
continuation of the investment advisory agreement for the Trust.
53
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Legal Counsel
Bingham McCutchen LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
American Stock Transfer & Trust Company
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Sub-Administrator
Princeton Administrators, LLC
Trustees and Officers
The Board of Trustees provides broad supervision over the Trust's affairs. The
officers of the Trust are responsible for the Trust's operations. The Trustees
and officers are listed below, together with their principal occupations during
the past five years. Trustees who are interested persons of the Trust within the
meaning of the Investment Company Act of 1940 are referred to as Interested
Trustees. Trustees who are not interested persons of the Trust are referred to
as Independent Trustees. Each of the Trustees (except Mr. Kingsbury, Mr. West
and Mr. Bock) serves as a Trustee of each of the 77 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer Funds").
Mr. Kingsbury serves as Trustee of 34 of the 77 Pioneer Funds, Mr. West serves
as Trustee of 33 of the 77 Pioneer Funds, and Mr. Bock serves as Trustee of 76
of the 77 Pioneer Funds. The address for all Trustees and all officers of the
Trust is 60 State Street, Boston, Massachusetts 02109.
The Trust's statement of additional information provides more detailed
information regarding the Trust's Trustees and is available upon request,
without charge, by calling 1-800-225-6292.
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com and on the SEC's web site at
http://www.sec.gov.
54
Pioneer High Income Trust
--------------------------------------------------------------------------------
INTERESTED TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
John F. Cogan, Jr. (81)* Chairman of the Class II Trustee since
Board, Trustee and 2002. Term expires
President in 2010. Elected by
Preferred Shares
only.
================================================================================
Daniel K. Kingsbury (49)* Trustee and Execu- Class III Trustee
tive Vice President since March 2007.
Term expires
in 2008.
================================================================================
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
John F. Cogan, Jr. (81)* Deputy Chairman and a Director of Pioneer Global Asset None
Management S.p.A. ("PGAM"); Non-Executive Chairman
and a Director of Pioneer Investment Management USA
Inc. ("PIM-USA"); Chairman and a Director of Pioneer;
Chairman and Director of Pioneer Institutional Asset
Management, Inc. (since 2006); Director of Pioneer
Alternative Investment Management Limited (Dublin);
President and a Director of Pioneer Alternative Invest-
ment Management (Bermuda) Limited and affiliated
funds; Director of PIOGLOBAL Real Estate Investment
Fund (Russia) (until June 2006); Director of Nano-C,
Inc. (since 2003); Director of Cole Management Inc.
(since 2004); Director of Fiduciary Counseling, Inc.;
President and Director of Pioneer Funds Distributor, Inc.
("PFD") (until May 2006); President of all of the Pioneer
Funds; and Of Counsel, Wilmer Cutler Pickering Hale
and Dorr LLP
================================================================================================================
Daniel K. Kingsbury (49)* Director, CEO and President of Pioneer Investment None
Management USA Inc. (since February 2007); Director
and President of Pioneer Investment Management, Inc.
and Pioneer Institutional Asset Management, Inc. (since
February 2007); Executive Vice President of all of the
Pioneer Funds (since March 2007); Director of Pioneer
Global Asset Management S.p.A. (since April 2007);
Head of New Markets Division, Pioneer Global Asset
Management S.p.A. (2000 - 2007)
================================================================================================================
*Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers
or directors of the Trust's investment adviser and certain of its affiliates.
55
Pioneer High Income Trust
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
David R. Bock (64) Trustee Class II Trustee since
2005. Term expires
in 2010.
================================================================================
Mary K. Bush (59) Trustee Class I Trustee since
2002. Term expires
in 2009.
================================================================================
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
David R. Bock (64) Executive Vice President and Chief Financial Officer, Director of The
I-trax, Inc. (publicly traded health care services Enterprise Social Invest-
company) (2004 - 2007); Partner, Federal City Capital ment Company
Advisors (boutique merchant bank) (1997 to 2004 and (privately-held affordable
2008 - present); and Executive Vice President and housing finance
Chief Financial Officer, Pedestal Inc. (internet-based company); and Director
mortgage trading company) (2000 - 2002) of New York Mortgage
Trust (publicly traded
mortgage REIT)
=========================================================================================================
Mary K. Bush (59) President, Bush International, LLC (international Director of Brady
financial advisory firm) Corporation (industrial
identification and
specialty coated material
products manufacturer);
Director of Briggs &
Stratton Co. (engine
manufacturer); Director
of UAL Corporation
(airline holding
company); Director of
Mantech International
Corporation (national
security, defense, and
intelligence technology
firm); and Member,
Board of Governors,
Investment Company
Institute
=========================================================================================================
56
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Margaret B.W. Graham (60) Trustee Class III Trustee
since 2002. Term
expires in 2008.
================================================================================
Thomas J. Perna (57) Trustee Class I Trustee since
February 2006. Term
expires in 2009.
================================================================================
Marguerite A. Piret (59) Trustee Class I Trustee since
2002. Term expires
in 2009. Elected by
Preferred Shares only.
================================================================================
Stephen K. West (79) Trustee Class II Trustee since
2002. Term expires
in 2010.
================================================================================
John Winthrop (71) Trustee Class III Trustee
since 2002. Term
expires in 2008.
================================================================================
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
Margaret B.W. Graham (60) Founding Director, Vice-President and Corporate None
Secretary, The Winthrop Group, Inc. (consulting firm);
and Desautels Faculty of Management, McGill University
===============================================================================================================
Thomas J. Perna (57) Private investor (2004 - present); and Senior Executive Director of Quadriserv
Vice President, The Bank of New York (financial and Inc. (technology
securities services) (1986 - 2004) products for securities
lending industry)
===============================================================================================================
Marguerite A. Piret (59) President and Chief Executive Officer, Newbury, Piret & Director of New America
Company, Inc. (investment banking firm) High Income Fund, Inc.
(closed-end investment
company)
===============================================================================================================
Stephen K. West (79) Senior Counsel, Sullivan & Cromwell LLP (law firm) Director, The Swiss
Helvetia Fund, Inc.
(closed-end investment
company)
===============================================================================================================
John Winthrop (71) President, John Winthrop & Co., Inc. None
(private investment firm)
===============================================================================================================
57
Pioneer High Income Trust
--------------------------------------------------------------------------------
FUND OFFICERS
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Dorothy E. Bourassa (60) Secretary Since 2002. Serves
at the discretion of
the Board
================================================================================
Christopher J. Kelley (43) Assistant Secretary Since 2003. Serves
at the discretion of
the Board
================================================================================
Mark E Bradley (48) Treasurer Since 2008. Serves
at the discretion of
the Board
================================================================================
Luis I. Presutti (42) Assistant Treasurer Since 2002. Serves
at the discretion of
the Board
================================================================================
Gary Sullivan (49) Assistant Treasurer Since 2002. Serves
at the discretion of
the Board
================================================================================
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Dorothy E. Bourassa (60) Secretary of PIM-USA; Senior Vice President - Legal of None
Pioneer; Secretary/Clerk of most of PIM-USA's
subsidiaries; and Secretary of all of the Pioneer Funds
since September 2003 (Assistant Secretary from
November 2000 to September 2003)
================================================================================================================
Christopher J. Kelley (43) Associate General Counsel of Pioneer since January None
2008 and Assistant Secretary of all of the Pioneer
Funds since September 2003; Vice President and
Senior Counsel of Pioneer from July 2002 to December
2007
================================================================================================================
Mark E Bradley (48) Vice President -- Fund Accounting, Administration and None
Controllership Services of Pioneer; and Treasurer of all
of the Pioneer Funds since March 2008; Deputy
Treasurer of Pioneer and Assistant Treasurer of all of
the Pioneer Funds from November 2004 to March
2008; Treasurer and Senior Vice President, CDC IXIS
Asset Management Services from 2002 to 2003
================================================================================================================
Luis I. Presutti (42) Assistant Vice President - Fund Accounting, Administra- None
tion and Controllership Services of Pioneer; and As-
sistant Treasurer of all of the Pioneer Funds
================================================================================================================
Gary Sullivan (49) Fund Accounting Manager - Fund Accounting, None
Administration and Controllership Services of Pioneer;
and Assistant Treasurer of all of the Pioneer Funds
================================================================================================================
58
Pioneer High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Katherine Kim Sullivan (34) Assistant Treasurer Since 2003. Serves
at the discretion of
the Board
================================================================================
Teri W. Anderholm (48) Chief Compliance Since January 2007.
Officer Serves at the discre-
tion of the Board
================================================================================
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Katherine Kim Sullivan (34) Fund Administration Manager - Fund Accounting, None
Administration and Controllership Services since June
2003 and Assistant Treasurer of all of the Pioneer
Funds since September 2003; Assistant Vice President
- Mutual Fund Operations of State Street Corporation
from June 2002 to June 2003 (formerly Deutsche Bank
Asset Management)
==================================================================================================================
Teri W. Anderholm (48) Chief Compliance Officer of Pioneer since December None
2006 and of all the Pioneer Funds since January 2007;
Vice President and Compliance Officer, MFS Investment
Management (August 2005 to December 2006);
Consultant, Fidelity Investments (February 2005 to July
2005); Independent Consultant (July 1997 to February
2005)
==================================================================================================================
The outstanding capital stock of PFD, PIM and PIMSS is indirectly wholly owned
by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. PIM, the Trust's investment adviser, provides
investment management and financial services to mutual funds, institutional and
other clients.
59
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This page for your notes.
60
--------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
--------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
Account Information 1-800-710-0935
Or write to AST:
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.pioneerinvestments.com.
The Trust files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
The Trust's Chief Executive Officer is required by the New York Stock Exchange's
Listing Standards to file annually with the Exchange a certification that he is
not aware of any violation by the Trust of the Exchange's Corporate Governance
Standards applicable to the Trust. The Trust has filed such certification.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust, including fees
associated with the filings to update its Form N-2 and issuance
of comfort letters, totaled approximately $40,100 in 2008 and
$38,545 in 2007.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees
Fees for the Trust's audit-related services totaled
approximately $9,652 in 2008 and $9,285 in 2007, which were
related to the issuance of agreed upon procedures report to the
rating agencies.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $8,290 and $7,820 for 2008 and 2007,
respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
Fees for FAS 157 services totaled approximately $1,200 in
2008. There were no other services provided to the Trust
during the fiscal year ended March 31, 2007.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Beginning with non-audit service contracts entered into on or
after May 6, 2003, the effective date of the new SEC pre-
approval rules, the Trust's audit committee is required to pre-
approve services to affiliates defined by SEC rules to the
extent that the services are determined to have a direct impact
on the operations or financial reporting of the Trust. For the
years ended March 31, 2008 and 2007, there were no services
provided to an affiliate that required the Trust's audit
committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Trust and affiliates, as
previously defined, totaled approximately $19,142 in 2008 and
$17,105 in 2007.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
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
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voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
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Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
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We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
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We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
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Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
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Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
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, 2008. 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 7 $6,313,500,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 4 $729,994,000 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 3 $564,841,000 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 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 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 UniCredito
Italiano 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, 2008 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 Ranges
A. None B. $1 - $10,000 C. $10,001 - $50,000 D. $50,001 - $100,000
E. $100,001 - $500,000 F. $500,001 - $1,000,000 G. Over $1,000,000
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date May 30, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date May 30, 2008
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date May 30, 2008
* Print the name and title of each signing officer under his or her signature.