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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2011 through March 31, 2012
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer High
Income Trust
--------------------------------------------------------------------------------
Annual Report | March 31, 2012
--------------------------------------------------------------------------------
Ticker Symbol: PHT
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 9
Prices and Distributions 10
Performance Update 11
Schedule of Investments 12
Financial Statements 35
Notes to Financial Statements 40
Report of Independent Registered Public Accounting Firm 51
Approval of Investment Advisory Agreement 53
Trustees, Officers and Service Providers 57
Pioneer High Income Trust | Annual Report | 3/31/12 1
President's Letter
Dear Shareowner,
The U.S. economy continued its recovery through the first quarter of 2012, even
as broader global concerns weighed on investors. The U.S. unemployment rate
fell to 8.1% in April, and some indicators suggest that it may continue to
trend down. The housing market continued to improve, fueled in part by
record-low mortgage rates. The risk of rising oil prices appeared to recede.
The improved outlook helped U.S. equity markets to perform well in the first
quarter, with the Standard & Poor's 500 Index rising by 12%. For bond
investors, the riskier sectors of the bond market fared the best. The broad
bond market, as measured by the Barclays Capital Aggregate Bond Index, rose by
just 0.3%, while the high-yield bond market, as measured by the Bank of America
Merrill Lynch High Yield Master II Index, rose by 5.15%.
We are cautiously optimistic that the U.S. economy will continue to improve.
But we are also closely monitoring macroeconomic concerns that could change the
market's direction, such as the lingering debt woes in Europe, the state of the
Chinese economy, and the U.S. government's fiscal situation. Clouds have
continued to hover over Europe, as the exit of Greece from the Euro-zone
remains a possibility. Meanwhile, China continues to face a potential slowdown
in economic growth. In the U.S., tax increases and spending cuts scheduled to
take effect at year-end should, unless fiscal policy changes, sharply reduce
the budget deficit -- which would be very good for the country in the longer
run -- but also could potentially stall U.S. economic growth in 2013. All of
these considerations may lead to further market volatility.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. The strategy has generally performed well for many
investors. Our advice, as always, is to work closely with a trusted financial
advisor to discuss your goals and work together to develop an investment
strategy that meets your individual needs. There is no single best strategy
that works for every investor.
Pioneer's investment professionals focus on finding good opportunities to
invest in both equity and bond markets using the same disciplined investment
approach we have used since 1928. Our strategy is to identify undervalued
individual securities with the greatest potential for success, carefully
weighing risk against reward. Our teams of investment professionals continually
2 Pioneer High Income Trust | Annual Report | 3/31/12
monitor and analyze the relative valuations of different sectors and securities
globally to help build portfolios that we believe can help you achieve your
investment goals.
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
us.pioneerinvestments.com. We greatly appreciate your trust in us, and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. These statements should
not be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer High Income Trust | Annual Report | 3/31/12 3
Portfolio Management Discussion | 3/31/12
High-yielding, lower-rated fixed-income investments delivered moderate,
positive results during the 12 months ended March 31, 2012, as investors gained
confidence over the second half of the period that the domestic economy had
entered a sustained growth trend. The change in investor sentiment came as the
capital markets focused on positive signs that the world economy could escape
the worst effects of an array of concerns that had pulled down high-yield
prices early in the 12-month period. In the following interview, Andrew Feltus
discusses the factors that influenced the performance of Pioneer High Income
Trust over the 12 months ended March 31, 2012. Mr. Feltus, senior vice
president and portfolio manager at Pioneer, and a member of Pioneer's
fixed-income team, is responsible for the day-to-day management of the Trust.
Q How did Pioneer High Income Trust perform during the 12 months ended
March 31, 2012?
A Pioneer High Income Trust produced a total return of 3.99% at net asset
value, and 11.53% at market price, during the 12-month period ended March
31, 2012. During the same 12-month period, the Trust's benchmark, the Bank
of America Merrill Lynch (BofA ML) High Yield Master II Index, returned
5.64%. The BofA ML High Yield Master II Index is a commonly accepted
measure of the performance of high-yield securities. During the same
12-month period, the average return (at market price) of the 41 closed end
funds in Lipper's High Current Yield Closed End Funds category (which are
or may be leveraged) was 8.81%.
The shares of the Trust were selling at a 23.9% premium to net asset value
at the end of the 12-month period.
Unlike the Trust, the BofA ML High Yield Master II Index does not use
leverage. While the use of leverage can increase investment opportunity, it
can also increase investment risk.
On March 31, 2012, the standardized 30-day SEC yield on the Trust's shares
was 10.73%.
Q How would you describe the investment environment during the 12 months ended
March 31, 2012?
A High-yielding, credit-sensitive bonds faced two very different environments
during the 12 months ended March 31, 2012. Lower-rated securities struggled
during the first half of the period as the capital markets worried that a
variety of factors could pull the global economy back into recession.
However, investor sentiment turned around at the end of 2011 and in the
first quarter of 2012, on the back of continued improvements in U.S.
economic data releases and monetary easing measures by the European Central
Bank (ECB). Credit-linked securities then began to recover.
4 Pioneer High Income Trust | Annual Report | 3/31/12
In the early months of the 12-month period ended March 31, 2012, the
European sovereign-debt crisis weighed heavily on investors' minds. Worries
pervaded the markets that problems in Greece and several other nations
could cripple the European banking system and undermine economic growth. At
the same time, the markets worried that the economic growth rate in the
United States would slow as unemployment remained very high. Inflationary
pressures led to monetary tightening policies in China, which threatened to
hold back the expansion in that giant country's economy. One effect of the
many concerns was a sharp decline in high-yield bond prices.
Sentiment began to change when the ECB reversed its tight monetary policy
and started moving to increase financial liquidity in the European banking
system. The introduction of LTRO (Long-Term Refinancing Operations) reduced
the risk of bank failures across Europe and injected liquidity into the
markets. Meanwhile, new evidence pointed to an acceleration of growth in
the U.S. economy, with the employment market finally beginning to improve
and the housing market showing signs that it had bottomed. At the same
time, Chinese authorities started to ease their monetary policies, calming
worries that growth in the country might decelerate by too much.
High-yield investments, which had suffered through a severe market downturn
in the third quarter of 2011, began to strengthen late in 2011 and then
bounced back sharply in the first quarter of 2012. As a result, high-yield
benchmark indices produced positive returns over the full 12-month period
ended March 31, 2012, more than overcoming the losses they suffered in the
first half of the 12-month period.
Q How did you manage the Trust in the prevailing market environment during the
12 months ended March 31, 2012?
A The Trust's management team believed that worries about slowing growth,
especially in the United States, were overstated. As a result, the Trust
was positioned to emphasize lower-rated, credit-sensitive securities
throughout the 12-month period. While those types of securities produced
negative returns early in period, they bounced back sharply as the
high-yield market recovered late in 2011 and early in 2012.
Our investment strategy for the Trust remained consistent, as we focused on
identifying securities with sound credit characteristics. We invested the
Trust in such securities when we felt they were offering attractive yields,
and we maintained a basic buy-and-hold philosophy throughout the period.
Domestic high-yield corporate bonds represented the largest component of
the Trust's portfolio during the period. However, the Trust also had
exposure to emerging market and international high-yield securities, as
well as to convertible debt, floating-rate bank loans and investment-grade
bonds. The Trust's exposure to floating-rate bank loans gave the portfolio
additional
Pioneer High Income Trust | Annual Report | 3/31/12 5
defensive protection early in the 12-month period when high-yield bonds
were producing poor returns.
At the end of the Trust's fiscal year on March 31, 2012, domestic
high-yield corporate bonds represented 65.4% of the Trust's total
investment portfolio, while emerging market and international high-yield
debt accounted for another 19.0% of the Trust's total investment portfolio.
Domestic investment-grade corporate bonds accounted for 4.7% of the Trust's
total investment portfolio, with domestic convertible debt and bank loans,
respectively, representing 4.5% and 4.4% of the Trust's total investment
portfolio. At the end of the Trust's fiscal year, 6.1% of the Trust's total
investment portfolio was invested in cash and cash-equivalents. Although
yield spreads between Treasuries and high-yield bonds are wider than
average, higher-yielding securities in general have been paying lower
yields that are closer to their historical lows; that has made it more
difficult to find high-yield bonds that meet our security selection
criteria for the Trust. As a consequence, we have maintained a
larger-than-normal cash position in the Trust's portfolio. (Credit spreads
are commonly defined as the differences in yield between Treasuries and
other fixed-income securities with similar maturities.)
Q How did the Trust's positioning influence its performance during the 12
months ended March 31, 2012?
A During the fiscal year, the Trust's investments were focused on U.S.
corporate debt, with significant exposure to securities of companies in
more cyclical businesses -- that is, companies whose fortunes are more
closely linked to the business cycle. The Trust's exposure to U.S.
corporates tended to hold back performance early in the 12-month period,
but helped to support results during the rally that occurred in the second
half of the period.
Individual securities that helped the Trust's performance during the
12-month period included debt issued by companies that later were acquired
by larger companies. The first such Trust investment was a convertible
security issued by L-1 Identity, which provides security software; the
second was a bond issued by MSX International, which provides warranty
management services to automobile manufacturers. The debt of two other
Trust holdings -- Vanguard Health Systems and Allison Transmission --
gained in value when the corporations issued initial public stock offerings
and strengthened their balance sheets. Other contributors to the Trust's
performance during the period included bank loans to chemical company INEOS
Group, which gained in value when the company refinanced its debt; and
bonds issued by Mueller Water, a water system equipment company which
reduced its overall debt after selling one of its divisions.
The Trust held no securities of any companies that defaulted on their debt
during the 12 months ended March 31, 2012.
6 Pioneer High Income Trust | Annual Report | 3/31/12
The Trust's exposure to debt of energy-related companies tended to detract
from performance during the fiscal year ended March 31, 2012, as declining
natural gas prices and shrinking demand for coal resulted in slumping
performance in the group. Individual investments that hurt Trust
performance during the 12-month period included convertible securities
issued by coal company Alpha Natural Resources, and bonds of gas company
Chesapeake Energy. At the end of the 12-month period, about 8% of the
Trust's total investment portfolio was invested in oil, gas and energy
company securities. While the exposure hurt the Trust's performance during
the past 12 months, we have a more positive outlook for the group over the
longer term.
Other individual investments that detracted from the Trust's performance
during the period included the debt of Lantheus, a medical equipment
company, Gentiva Health Services, which operates home health and hospice
programs, and investment bank Goldman Sachs.
Q Did the level of leverage in the Trust change over the 12 months ended March
31, 2012?
A At the end of the 12-month period, 28.5% of the Trust's total managed assets
were financed by leverage, compared with 27.3% of the Trust's total managed
assets leveraged at the start of the fiscal year on April 1, 2011. The
change was due to fluctuations in the values of securities in which the
Trust had invested.
Q What is your investment outlook?
A We are optimistic about the economy, especially about the domestic economy,
where corporate profits remain solid and default rates continue to be low
by historical standards. Industrial output and retail sales have been
positive, while the employment market finally is beginning to show
improvement and the housing industry is showing evidence of stabilization.
We believe that all the positive factors should support high-yield
investments. It is important to keep in mind, however, that the current
low-interest-rate environment has resulted in relatively lower yields
generated by corporate bonds on an absolute basis, and so that factor
necessarily limits the returns that can be reasonably expected. Any
increase in Treasury yields would place a drag on the performance of
high-yield bonds.
The Trust's dividend level remains in solid shape for the near term. Any
substantial increases in funding costs or declines in the yields of
lower-rated bonds could adversely affect the Trust's yield over the longer
term.
Despite the cautions noted here, we believe high-yield corporate bonds
continue to look very attractive relative to other asset classes.
Please refer to the Schedule of Investments on pages 12-34 for a full listing
of Trust securities.
Pioneer High Income Trust | Annual Report | 3/31/12 7
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk.
The Trust may invest in securities of issuers that are in default or that are
in bankruptcy.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
When interest rates rise, the prices of fixed-income securities in the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities in the Trust will generally rise.
Investments in the Trust are subject to possible loss due to the financial
failure of the issuers of the underlying securities and their inability to meet
their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the times
when the Trust believes it is desirable to do so, and their market price is
generally more volatile 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 currently uses leverage through the issuance of preferred shares.
Leverage creates significant risks, including the risk that the Trust's income
or capital appreciation will not be sufficient to cover the cost of leverage,
which may adversely affect the return for the holders of common shares. Since
February of 2008, regularly scheduled auctions for the Trust's preferred shares
have failed and preferred shareowners have not been able to sell their shares
at auction. The Board of Trustees of the Trust has considered, and continues to
consider, this issue.
The Trust is required to maintain certain regulatory and rating agency asset
coverage requirements in connection with its outstanding preferred shares. In
order to maintain required asset coverage levels, the Trust may be required to
alter the composition of its investment portfolio or take other actions, such
as redeeming preferred shares with the proceeds from portfolio transactions, at
what might be inopportune times in the market. Such actions could reduce the
net earnings or returns to holders of the Trust's common shares over time.
Risks of investing in the Trust are discussed in greater detail in the Trust's
original offering documents relating to its common shares and shareowner
reports issued from time to time.
These risks may increase share price volatility.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. These statements should
not be relied upon for any other purposes.
8 Pioneer High Income Trust | Annual Report | 3/31/12
Portfolio Summary | 3/31/12
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL.]
Corporate Bonds & Notes 78.7%
Convertible Bonds & Notes 4.7%
Senior Floating Rate Loan Interests 4.6%
Municipal Bonds 3.3%
Common Stocks 2.3%
Repurchase Agreements 2.3%
Asset-Backed Securities 1.6%
Sovereign Debt Obligations 0.7%
Preferred Stocks 0.6%
Municipal Collateralized Debt Obligation 0.5%
Convertible Preferred Stocks 0.4%
Collateralized Mortgage Obligations 0.3%
Rights/Warrants* 0.0%
* Amount is less than 0.01%
Portfolio Maturity
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
[THE FOLLOWING DATA IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL.]
0-2 year 25.8%
2-5 years 34.4%
5-7 years 24.5%
7-10 years 9.7%
10-20 years 3.4%
20 + years 2.2%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)*
1. NCO Group, Inc., 11.875%, 11/15/14 1.48%
--------------------------------------------------------------------------------
2. Chrysler Group LLC/CG Co-Issuer, Inc., 8.0%, 6/15/19 1.21
--------------------------------------------------------------------------------
3. Southern States Cooperative, Inc., 11.25%, 5/15/15 (144A) 1.20
--------------------------------------------------------------------------------
4. Allmerica Financial Corp., 7.625%, 10/15/25 1.15
--------------------------------------------------------------------------------
5. HUB International Holdings, Inc., 10.25%, 6/15/15 (144A) 1.13
--------------------------------------------------------------------------------
6. Charlotte Special Facilities Refunding Revenue, 5.6%, 7/1/27 1.11
--------------------------------------------------------------------------------
7. Mueller Water Products, Inc., 7.375%, 6/1/17 1.02
--------------------------------------------------------------------------------
8. Forest City Enterprises, Inc., 7.625%, 6/1/15 0.99
--------------------------------------------------------------------------------
9. Ticketmaster Entertainment, Inc., 10.75%, 8/1/16 0.94
--------------------------------------------------------------------------------
10. Teck Resources, Ltd., 10.25%, 5/15/16 0.93
--------------------------------------------------------------------------------
* This list excludes temporary cash 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.
Pioneer High Income Trust | Annual Report | 3/31/12 9
Prices and Distributions | 3/31/12
Market Value per Common Share
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3/31/12 3/31/11
$16.66 $16.55
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Premium 23.9% 15.5%
--------------------------------------------------------------------------------
Net Asset Value per Common Share
--------------------------------------------------------------------------------
3/31/12 3/31/11
$13.45 $14.33
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Distributions per Common Share
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
4/1/11 - 3/31/12 $1.65 $ -- $ --
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10 Pioneer High Income Trust | Annual Report | 3/31/12
Performance Update | 3/31/12
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust, compared to that of the Bank of America
Merrill Lynch High Yield Master II Index.
Average Annual Total Returns
(As of March 31, 2012)
--------------------------------------------------------------------------------
Net Asset Market
Period Value (NAV) Price
--------------------------------------------------------------------------------
Life-of-Trust
(4/26/02) 12.14% 14.06%
5 Years 9.30 12.50
1 Year 3.99 11.53
--------------------------------------------------------------------------------
[THE FOLLOWING DATA IS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL.]
Market Value of $10,000 Investment
Pioneer High Bank of America Merrill Lynch
Income Trust High Yield Master II Index
4/02 $10,000 $10,000
10,729 10,169
3/04 13,661 12,428
13,930 13,291
3/06 17,391 14,252
20,453 15,903
3/08 17,308 15,344
12,507 12,233
3/10 27,477 19,232
33,007 21,959
3/12 36,813 23,197
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below NAV, due to such factors as interest rate
changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one-time public offering and, once issued, shares of closed-end funds are
sold in the open market through a stock exchange and frequently trade at prices
lower than their NAV. NAV per common share is total assets less total
liabilities, which includes preferred shares, divided by the number of common
shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends
are assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
Index comparison begins April 30, 2002. The Bank of America Merrill Lynch High
Yield Master II Index is a commonly accepted measure of the performance of high
yield securities. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. The Index does not employ leverage. It is not possible to invest
directly in the Index.
Pioneer High Income Trust | Annual Report | 3/31/12 11
Schedule of Investments | 3/31/12 (Consolidated)
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Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 2.1% of Net Assets
TRANSPORTATION -- 0.7%
Airlines -- 0.7%
1,651,664(a) B-/Caa1 Aircraft Finance Trust, 0.722%, 5/15/24 (144A) $ 792,799
19,435(a) B-/Ba3 Aircraft Finance Trust, 0.742%, 5/15/24 (144A) 18,074
865,119(a) B-/Caa2 Aviation Capital Group Trust, 0.722%,
11/15/25 (144A) 423,908
1,871,662(a) CCC+/Caa2 Lease Investment Flight Trust, 0.632%, 7/15/31 1,197,864
------------
Total Transportation $ 2,432,645
----------------------------------------------------------------------------------------------------------
BANKS -- 0.5%
Thrifts & Mortgage Finance -- 0.5%
531,442(a) AA+/Baa2 ACE Securities Corp., 1.142%, 12/25/34 $ 374,717
234,572(a) CC/Caa3 Amortizing Residential Collateral Trust, 1.517%,
1/25/32 99,151
280,000(a) CC/B2 Bear Stearns Asset Backed Securities Trust, 0.692%,
1/25/47 100,738
460,753(a) CC/Caa1 Citigroup Mortgage Loan Trust, Inc., 0.302%, 7/25/45 314,115
156,966(a) AAA/Caa2 FBR Securitization Trust, 0.942%, 10/25/35 87,454
866,871(a) CC/B2 Home Equity Asset Trust, 0.352%, 3/25/37 706,254
250,000(a) CC/B3 Security National Mortgage Loan Trust, 6.55%,
4/25/37 (144A) 217,004
------------
Total Banks $ 1,899,433
----------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.1%
Investment Banking & Brokerage -- 0.1%
500,000 BBB-/NR Bear Stearns Commercial Mortgage Securities,
6.94%, 2/15/35 (144A) $ 499,582
------------
Total Diversified Financials $ 499,582
----------------------------------------------------------------------------------------------------------
UTILITIES -- 0.8%
Multi-Utilities -- 0.8%
3,305,095 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 $ 3,106,789
------------
Total Utilities $ 3,106,789
----------------------------------------------------------------------------------------------------------
TOTAL ASSET-BACKED SECURITIES
(Cost $7,959,317) $ 7,938,449
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
12 Pioneer High Income Trust | Annual Report | 3/31/12
------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 0.4%
of Net Assets
BANKS -- 0.4%
Thrifts & Mortgage Finance -- 0.4%
142,949(a) BB/Ba3 Carrington Mortgage Loan Trust, 0.362%, 2/25/37 $ 139,031
1,504,000(a) CC/Caa2 Carrington Mortgage Loan Trust, 0.442%, 2/25/37 871,249
116,903(a) NR/NR JPMorgan Mortgage Trust, 2.597%, 11/25/35 114,934
347,857(a) CC/NR WaMu Mortgage Pass-Through Certificates, 5.268%,
12/25/36 285,790
------------
Total Banks $ 1,411,004
------------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $1,841,850) $ 1,411,004
------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 105.8% of Net Assets
ENERGY -- 11.9%
Coal & Consumable Fuels -- 2.2%
350,000 B+/B1 Arch Coal, Inc., 7.0%, 6/15/19 (144A) $ 322,875
1,350,000 BB/Ba3 Bumi Capital Pte, Ltd., 12.0%, 11/10/16 (144A) 1,485,000
3,890,000 B/Caa1 Foresight Energy Corp., 9.625%, 8/15/17 (144A) 4,084,500
2,125,000 B/B2 James River Coal Co., 7.875%, 4/1/19 1,445,000
1,166,000 B/B3 Murray Energy Corp., 10.25%, 10/15/15 (144A) 1,133,935
------------
$ 8,471,310
------------------------------------------------------------------------------------------------------
Integrated Oil & Gas -- 0.8%
2,740,000 BB-/B1 Northern Tier Energy LLC, 10.5%, 12/1/17 (144A) $ 2,986,600
------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 2.2%
NOK 3,000,000(a) NR/NR Aker Drilling ASA, 9.67%, 2/24/16 $ 557,499
NOK 3,500,000 NR/NR Aker Drilling ASA, 11.0%, 2/24/16 662,687
2,000,000 NR/NR Deep Drilling 1 Pte, Ltd., 12.0%, 12/21/15 1,915,000
500,000 B-/Caa1 Hercules Offshore, Inc., 10.5%, 10/15/17 (144A) 523,750
1,700,000 CCC+/Caa2 Ocean Rig UDW, Inc., 9.5%, 4/27/16 1,695,750
1,085,000 B-/B3 Offshore Group Investments, Ltd., 11.5%, 8/1/15 1,193,500
1,900,000 B/NR Pioneer Drilling Co., 9.875%, 3/15/18 2,014,000
------------
$ 8,562,186
------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 2.4%
4,073,000 B+/B1 American Petroleum Tankers LLC, 10.25%, 5/1/15 $ 4,261,376
408,000(b) NR/NR DP Producer AS, 0.0%, 12/5/11 (144A) 8,160
3,015,000 B-/B3 Expro Finance Luxembourg SCA, 8.5%,
12/15/16 (144A) 2,901,937
1,260,000 B/Caa1 Forbes Energy Services, Ltd., 9.0%, 6/15/19 1,228,500
650(c) CCC+/Caa2 Green Field Energy Services, Inc., 13.0%,
11/15/16 (144A) 637,000
238,581(d) NR/NR Nexus 1 Pte., Ltd., 10.5%, 4/9/12 (144A) 239
------------
$ 9,037,212
------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 13
Schedule of Investments | 3/31/12 (Consolidated) (continued)
--------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 2.9%
775,000 B+/B2 Berry Petroleum Co., 10.25%, 6/1/14 $ 895,125
500,000 B/B2 Comstock Resources, Inc., 7.75%, 4/1/19 465,000
390,000 BB/B1 Denbury Resources, Inc., 9.75%, 3/1/16 428,025
678,000 B/B2 Linn Energy LLC, 11.75%, 5/15/17 769,530
2,400,000 B+/NR MIE Holdings Corp., 9.75%, 5/12/16 (144A) 2,376,000
NOK 2,000,000 NR/NR Norwegian Energy Co., AS, 10.25%, 4/27/16 341,862
NOK 5,000,000 NR/NR Norwegian Energy Co., AS, 12.9%, 11/20/14 867,805
3,380,000 B-/B3 Quicksilver Resources, Inc., 7.125%, 4/1/16 3,109,600
1,497,000 BB-/Caa1 Rosetta Resources, Inc., 9.5%, 4/15/18 1,646,700
------------
$ 10,899,647
--------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 1.0%
1,000,000 B+/B1 Coffeyville Resources LLC, 10.875%, 4/1/17 (144A) $ 1,125,000
2,215,000 BB+/Ba1 Tesoro Corp., 9.75%, 6/1/19 2,525,100
------------
$ 3,650,100
--------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.4%
350,000(a) BB+/Baa3 Enterprise Products Operating LLC, 8.375%, 8/1/66 $ 381,500
1,524,000(a) BB/Ba1 Southern Union Co., 3.564%, 11/1/66 1,335,405
------------
$ 1,716,905
------------
Total Energy $ 45,323,960
--------------------------------------------------------------------------------------------------------
MATERIALS -- 20.2%
Aluminum -- 0.0%+
694(a)(e) B-/B3 Noranda Aluminum Acquisition Corp., 4.659%,
5/15/15 $ 658
--------------------------------------------------------------------------------------------------------
Commodity Chemicals -- 2.9%
3,250,000 NR/NR Basell Finance Co., 8.1%, 3/15/27 (144A) $ 3,770,000
2,600,000 CCC+/NR Hexion US Finance Corp., 9.0%, 11/15/20 2,418,000
4,500,000 BBB-/Ba1 Methanex Corp., 8.75%, 8/15/12 4,613,755
------------
$ 10,801,755
--------------------------------------------------------------------------------------------------------
Construction Materials -- 1.4%
5,690,000 C/Caa3 AGY Holding Corp., 11.0%, 11/15/14 $ 2,276,000
3,000,000 B-/Caa2 Texas Industries, Inc., 9.25%, 8/15/20 2,880,000
------------
$ 5,156,000
--------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 1.5%
EURO 350,000 CC/Caa1 Ineos Group Holdings Plc, 7.875%, 2/15/16 (144A) $ 412,494
2,625,000 CC/Caa1 Ineos Group Holdings Plc, 8.5%, 2/15/16 (144A) 2,480,625
1,775,000 B/B2 Kinove German Bondco GmbH, 9.625%,
6/15/18 (144A) 1,846,000
EURO 950,000 NR/Caa1 Momentive Performance Materials, Inc., 9.5%,
1/15/21 1,012,092
------------
$ 5,751,211
--------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Annual Report | 3/31/12
------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 2.6%
2,180,000(d) NR/NR Aleris International, Inc., 10.0%, 12/15/16 $ 218
3,000,000 CCC+/Caa1 Midwest Vanadium Pty, Ltd., 11.5%, 2/15/18 (144A) 2,070,000
2,775,000 CCC+/B2 Mirabela Nickel, Ltd., 8.75%, 4/15/18 (144A) 2,386,500
900,000 NR/B1 Mongolian Mining Corp., 8.875%, 3/29/17 (144A) 890,380
4,070,000 BBB/Baa2 Teck Resources, Ltd., 10.25%, 5/15/16 4,660,557
-----------
$10,007,655
------------------------------------------------------------------------------------------------------------
Forest Products -- 0.8%
4,000,000 B-/B3 Millar Western Forest Products, Ltd., 8.5%,
4/1/21 (144A) $ 3,170,000
------------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 2.3%
1,589,463(e) B-/Caa1 Ardagh Finance SA, 11.125%, 6/1/18 (144A) $ 1,565,621
EURO 2,250,000 B-/B3 Ardagh Glass Finance Plc, 8.75%, 2/1/20 (144A) 2,951,380
1,450,000 CCC+/B3 BWAY Holdings Co., 10.0%, 6/15/18 1,591,375
2,671,916(e) CCC+/Caa1 BWAY Parent Co., Inc., 10.125%, 11/1/15 2,565,874
-----------
$ 8,674,250
------------------------------------------------------------------------------------------------------------
Paper Packaging -- 2.6%
2,000,000 CC/Caa1 Berry Plastics Corp., 9.5%, 5/15/18 $ 2,120,000
2,657,034(e)(f) NR/NR Corp Durango SAB de CV, 7.0%, 8/27/16 2,072,487
2,220,000 CCC+/Caa1 Exopack Holdings Corp., 10.0%, 6/1/18 2,331,000
2,500,000 B/Caa1 Pretium Packaging LLC, 11.5%, 4/1/16 2,625,000
500,000 BB/B1 Sealed Air Corp., 8.125%, 9/15/19 (144A) 551,875
-----------
$ 9,700,362
------------------------------------------------------------------------------------------------------------
Paper Products -- 1.5%
1,469,000 NR/NR AbitibiBowater, Inc., 10.25%, 10/15/18 $ 1,685,677
2,000,000 B+/B1 Appleton Papers, Inc., 10.5%, 6/15/15 (144A) 2,075,000
600,000 CCC+/B3 Appleton Papers, Inc., 11.25%, 12/15/15 556,500
405,000 BB/Ba3 Clearwater Paper Corp., 10.625%, 6/15/16 453,600
776,000 B+/B3 Mercer International, Inc., 9.5%, 12/1/17 803,160
-----------
$ 5,573,937
------------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 0.1%
575,000 B/B2 Vertellus Specialties, Inc., 9.375%, 10/1/15 (144A) $ 437,000
------------------------------------------------------------------------------------------------------------
Steel -- 4.5%
4,660,000 CCC+/Caa2 Algoma Acquisition Corp., 9.875%, 6/15/15 (144A) $ 4,240,600
2,450,000 B+/B3 AM Castle & Co., 12.75%, 12/15/16 (144A) 2,652,125
1,200,000 BB/B2 APERAM, 7.375%, 4/1/16 (144A) 1,173,000
1,960,000 B/B3 Atkore International, Inc., 9.875%, 1/1/18 2,053,100
2,400,000 BBB-/Ba1 CSN Islands VIII Corp., 9.75%, 12/16/13 (144A) 2,682,000
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 15
Schedule of Investments | 3/31/12 (Consolidated) (continued)
---------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------
Steel -- (continued)
2,915,000 B/B2 Optima Specialty Steel, Inc., 12.5%,
12/15/16 (144A) $ 3,060,750
1,250,000 B/B3 Severstal Columbus LLC, 10.25%, 2/15/18 1,337,500
------------
$ 17,199,075
------------
Total Materials $ 76,471,903
---------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 9.3%
Aerospace & Defense -- 2.4%
3,300,000 B/B3 ADS Tactical, Inc., 11.0%, 4/1/18 (144A) $ 3,448,500
1,465,000 BB/Ba2 BE Aerospace, Inc., 8.5%, 7/1/18 1,618,825
4,139,000 B-/B2 DynCorp International, Inc., 10.375%, 7/1/17 3,595,756
295,000 BB-/Ba3 GeoEye, Inc., 9.625%, 10/1/15 323,025
------------
$ 8,986,106
---------------------------------------------------------------------------------------------------
Building Products -- 0.9%
2,212,130 NR/NR Industrias Unidas SA de C.V., 11.5%, 11/15/16 $ 1,681,219
2,375,000 CC/Caa3 New Enterprise Stone & Lime Co., 11.0%, 9/1/18 1,971,250
------------
$ 3,652,469
---------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.4%
1,500,000 B+/Ba3 Abengoa Finance SAU, 8.875%, 11/1/17 (144A) $ 1,492,500
---------------------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 0.4%
570,000 B+/Caa1 American Railcar Industries, Inc., 7.5%, 3/1/14 $ 575,700
774,000 B+/B3 Manitowoc Co., Inc., 9.5%, 2/15/18 855,270
------------
$ 1,430,970
---------------------------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.5%
2,000,000 B/B2 WireCo WorldGroup, Inc., 9.5%, 5/15/17 $ 2,065,000
---------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.2%
605,000 B/B2 JB Poindexter & Co., Inc., 9.0%, 4/1/22 (144A) $ 622,394
---------------------------------------------------------------------------------------------------
Industrial Machinery -- 3.1%
3,180,000(d) NR/NR Indalex Holding Corp., 11.5%, 2/1/14 $ 11,925
1,080,000 B/Caa1 Liberty Tire Recycling, 11.0%, 10/1/16 (144A) 1,015,200
5,170,000 CCC+/Caa2 Mueller Water Products, Inc., 7.375%, 6/1/17 5,092,450
2,440,000 B+/NR WPE International Cooperatief UA, 10.375%,
9/30/20 (144A) 2,301,652
4,000,000 NR/B3 Xerium Technologies, Inc., 8.875%, 6/15/18 3,470,000
------------
$ 11,891,227
---------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.4%
1,790,000 B-/B3 Intcomex, Inc., 13.25%, 12/15/14 $ 1,781,050
3,370,000 B/B1 Wesco Distribution, Inc., 7.5%, 10/15/17 3,437,400
------------
$ 5,218,450
------------
Total Capital Goods $ 35,359,116
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/12
------------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 0.3%
Environmental & Facilities Services -- 0.3%
892,000 CCC+/B3 Brickman Group Holdings, Inc., 9.125%,
11/1/18 (144A) $ 860,780
315,000 BB-/B3 Casella Waste Systems, Inc., 11.0%, 7/15/14 337,050
1,275,000(a)(d)(g) NR/NR Ohio Air Quality Development Authority Revenue,
7.29%, 6/8/22 (144A) 133,492
------------
Total Commercial & Professional Services $ 1,331,322
------------------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 2.7%
Air Freight & Logistics -- 1.8%
4,601,000 B-/Caa1 CEVA Group Plc, 11.5%, 4/1/18 (144A) $ 4,554,990
720,000 B-/B3 CEVA Group Plc, 11.625%, 10/1/16 (144A) 763,200
1,430,000 B/B3 Syncreon Global Ireland, Ltd., 9.5%, 5/1/18 (144A) 1,401,400
------------
$ 6,719,590
------------------------------------------------------------------------------------------------------------------
Airlines -- 0.3%
779,000 BB-/Ba2 Delta Air Lines, Inc., 9.5%, 9/15/14 (144A) $ 829,635
500,000 B+/NR Gol Finance Co., 9.25%, 7/20/20 (144A) 507,500
------------
$ 1,337,135
------------------------------------------------------------------------------------------------------------------
Railroads -- 0.2%
1,001,126(e) CC/Caa3 Florida East Coast Holdings Corp., 10.5%, 8/1/17 $ 783,381
------------------------------------------------------------------------------------------------------------------
Trucking -- 0.4%
1,375,000 B/Caa1 Swift Services Holdings, Inc., 10.0%, 11/15/18 $ 1,497,031
------------
Total Transportation $ 10,337,137
------------------------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 4.4%
Auto Parts & Equipment -- 2.7%
491,000 B-/B3 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) $ 518,005
1,140,000 B/Caa1 International Automotive Components Group S.L.,
9.125%, 6/1/18 (144A) 991,800
4,760,000 CC/Caa1 Stanadyne Corp., 10.0%, 8/15/14 4,355,400
1,500,000 CCC-/Caa3 Stanadyne Corp., 12.0%, 2/15/15 1,335,000
855,000 B+/B1 Tomkins LLC/Tomkins, Inc., 9.0%, 10/1/18 946,912
1,879,000 B+/B1 Tower Automotive Holdings USA LLC, 10.625%,
9/1/17 (144A) 2,038,715
------------
$ 10,185,832
------------------------------------------------------------------------------------------------------------------
Automobile Manufacturers -- 1.7%
6,000,000 B/B2 Chrysler Group LLC/CG Co-Issuer, Inc., 8.0%,
6/15/19 $ 6,030,000
500,000 B/B2 Chrysler Group LLC/CG Co-Issuer, Inc., 8.25%,
6/15/21 505,000
------------
$ 6,535,000
------------
Total Automobiles & Components $ 16,720,832
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 17
Schedule of Investments | 3/31/12 (Consolidated) (continued)
-----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 5.6%
Homebuilding -- 1.8%
3,115,000 CC/Caa3 Beazer Homes USA, Inc., 9.125%, 6/15/18 $ 2,721,731
750,000 CC/Caa3 Beazer Homes USA, Inc., 9.125%, 5/15/19 645,000
3,060,000 B+/B1 Meritage Homes Corp., 6.25%, 3/15/15 3,096,720
400,000 NR/Ba3 Urbi Desarrollos Urbanos Co., 9.75%, 2/3/22 (144A) 424,000
-----------
$ 6,887,451
-----------------------------------------------------------------------------------------------------------
Housewares & Specialties -- 2.7%
1,435,000 B/B2 Jarden Corp., 7.5%, 5/1/17 $ 1,578,500
3,000,000 B-/Caa1 Reynolds Group Holdings, Ltd., 9.0%,
4/15/19 (144A) 2,955,000
1,430,000 B-/Caa1 Reynolds Group Holdings, Ltd., 9.875%,
8/15/19 (144A) 1,462,175
107,000 CCC+/B2 Yankee Acquisition Corp., 8.5%, 2/15/15 109,676
2,500,000 CCC+/B3 Yankee Acquisition Corp., 9.75%, 2/15/17 2,593,750
1,425,000(e) CCC+/Caa1 YCC Holdings LLC, 10.25%, 2/15/16 1,451,719
-----------
$10,150,820
-----------------------------------------------------------------------------------------------------------
Leisure Products -- 1.1%
EURO 800,000 CC/Caa2 Heckler & Koch GmbH, 9.5%, 5/15/18 (144A) $ 681,830
4,000,000 B/B2 Icon Health & Fitness, Inc., 11.875%,
10/15/16 (144A) 3,385,000
-----------
$ 4,066,830
-----------
Total Consumer Durables & Apparel $21,105,101
-----------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 4.1%
Business Services -- 0.5%
2,600,000 B-/Caa2 Sitel LLC/Sitel Finance Corp., 11.5%, 4/1/18 $ 1,872,000
-----------------------------------------------------------------------------------------------------------
Casinos & Gaming -- 1.0%
1,650,000(d) NR/NR Buffalo Thunder Development Authority, 9.375%,
12/15/14 (144A) $ 577,500
975,000 B+/B2 FireKeepers Development Authority, 13.875%,
5/1/15 (144A) 1,084,687
1,475,000 NR/NR Little Traverse Bay Bands of Odawa Indians, 9.0%,
8/31/20 (144A) 1,298,000
1,375,000(d)(h) NR/NR Mashantucket Western Pequot Tribe, 8.5%,
11/15/15 (144A) 96,250
740,000 CC/Caa2 Shingle Springs Tribal Gaming Authority, 9.375%,
6/15/15 (144A) $ 534,650
-----------
$ 3,591,087
-----------------------------------------------------------------------------------------------------------
Education Services -- 0.1%
555,000 B-/B2 Cambium Learning Group, Inc., 9.75%, 2/15/17 $ 539,738
-----------------------------------------------------------------------------------------------------------
Hotels, Resorts & Cruise Lines -- 0.4%
1,500,000 B-/B3 Seven Seas Cruises S de RL LLC, 9.125%,
5/15/19 (144A) $ 1,522,500
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/12
-----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------------
Restaurants -- 1.2%
4,055,000(f) CCC+/Caa1 Burger King Capital Holdings LLC, 0.0%,
4/15/19 (144A) $ 2,904,394
1,400,000 B-/B3 Burger King Corp., 9.875%, 10/15/18 1,568,000
------------
$ 4,472,394
-----------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 0.9%
500,000 B/B2 Avis Budget Car Rental LLC/Avis Budget Finance, Inc.,
9.625%, 3/15/18 $ 542,500
3,000,000 B-/B3 StoneMor Operating LLC, 10.25%, 12/1/17 2,895,000
------------
$ 3,437,500
------------
Total Consumer Services $ 15,435,219
-----------------------------------------------------------------------------------------------------------
MEDIA -- 6.9%
Advertising -- 1.5%
2,900,000 NR/B3 Good Sam Enterprises LLC, 11.5%, 12/1/16 $ 2,987,000
2,690,000 B+/B2 MDC Partners, Inc., 11.0%, 11/1/16 2,932,100
------------
$ 5,919,100
-----------------------------------------------------------------------------------------------------------
Broadcasting -- 2.9%
3,638,075(e) CCC+/Caa3 Intelsat Bermuda, Ltd., 11.5%, 2/4/17 $ 3,783,598
375,000(e) CCC+/Caa3 Intelsat Luxembourg SA, 11.5%, 2/4/17 (144A) 386,250
EURO 1,200,000 B/B1 Nara Cable Funding, Ltd., 8.875%, 12/1/18 (144A) 1,478,187
535,000 B-/B3 Telesat Canada, 11.0%, 11/1/15 571,113
800,000 B-/B3 Telesat Canada, 12.5%, 11/1/17 894,000
3,805,000 NR/NR Townsquare Radio LLC, 9.0%, 4/1/19 3,790,731
------------
$ 10,903,879
-----------------------------------------------------------------------------------------------------------
Cable -- 0.8%
1,096,054 B/B2 CCH II LLC/CCH II Capital Corp., 13.5%, 11/30/16 $ 1,249,502
1,500,000 CCC+/Caa1 Ono Finance II PLC, 10.875%, 7/15/19 (144A) 1,365,000
EURO 350,000 CCC+/Caa1 Ono Finance II PLC, 11.125%, 7/15/19 (144A) 412,494
------------
$ 3,026,996
-----------------------------------------------------------------------------------------------------------
Movies & Entertainment -- 0.8%
2,765,000 CCC+/Caa1 AMC Entertainment, Inc., 9.75%, 12/1/20 $ 2,606,012
600,000 B-/B3 Production Resource Group, Inc., 8.875%,
5/1/19 (144A) 508,500
------------
$ 3,114,512
-----------------------------------------------------------------------------------------------------------
Publishing -- 0.9%
1,400,000 CC/Caa2 Cengage Learning Acquisitions, Inc., 10.5%,
1/15/15 (144A) $ 1,053,500
400,000 B-/Caa1 Interactive Data Corp., 10.25%, 8/1/18 452,000
2,200,000 B/B3 MPL 2 Acquisition Canco, Inc., 9.875%,
8/15/18 (144A) 1,828,750
------------
$ 3,334,250
------------
Total Media $ 26,298,737
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 19
Schedule of Investments | 3/31/12 (Consolidated) (continued)
---------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------
RETAILING -- 2.0%
Distributors -- 0.8%
2,862,000 B+/B2 Minerva Overseas II, Ltd., 10.875%,
11/15/19 (144A) $ 3,019,410
---------------------------------------------------------------------------------------------------
Internet Retail -- 1.2%
4,340,000 B/B3 Ticketmaster Entertainment, Inc., 10.75%, 8/1/16 $ 4,670,925
-----------
Total Retailing $ 7,690,335
---------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 4.4%
Agricultural Products -- 1.6%
5,622,000 B+/B3 Southern States Cooperative, Inc., 11.25%,
5/15/15 (144A) $ 6,001,485
---------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 1.9%
775,000 NR/B1 Bertin, Ltd., 10.25%, 10/5/16 (144A) $ 843,975
1,500,000 B/B3 FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc.,
9.875%, 2/1/20 (144A) 1,470,000
500,000 B+/B1 Marfrig Overseas, Ltd., 9.625%, 11/16/16 (144A) 491,400
400,000 B+/B2 Minerva Luxembourg S.A., 12.25%, 2/10/22 (144A) 437,000
4,000,000 B-/Caa1 Pilgrim's Pride Corp., 7.875%, 12/15/18 3,990,000
-----------
$ 7,232,375
---------------------------------------------------------------------------------------------------
Tobacco -- 0.9%
3,450,000 B/B2 Alliance One International, Inc., 10.0%, 7/15/16 $ 3,467,250
-----------
Total Food, Beverage & Tobacco $16,701,110
---------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.5%
Personal Products -- 0.5%
700,000 NR/Caa1 Monitronics International, Inc., 9.125%,
4/1/20 (144A) $ 708,750
1,050,000 B/B2 Revlon Consumer Products Corp, 9.75%, 11/15/15 1,128,750
-----------
$ 1,837,500
-----------
Total Household & Personal Products $ 1,837,500
---------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 8.6%
Health Care Equipment & Services -- 1.8%
3,000,000 CCC+/Caa2 Accellent, Inc., 10.0%, 11/1/17 $ 2,448,750
4,000,000 B+/B2 Physio-Control International, Inc., 9.875%,
1/15/19 (144A) 4,200,000
-----------
$ 6,648,750
---------------------------------------------------------------------------------------------------
Health Care Facilities -- 1.1%
535,000 B-/B3 HCA, Inc., 6.25%, 2/15/13 $ 549,044
84,000 BB/B2 HCA, Inc., 9.875%, 2/15/17 91,560
3,475,000 B-/B3 Kindred Healthcare, Inc., 8.25%, 6/1/19 3,027,594
600,000 CCC+/Caa1 USPI Finance Corp., 9.0%, 4/1/20 (144A) 618,000
62,000 CCC+/Caa1 Vanguard Health Systems, Inc., 2/1/16 40,920
-----------
$ 4,327,118
---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/12
---------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------------------
Health Care Services -- 3.1%
1,987,000 B-/Caa1 BioScrip, Inc., 10.25%, 10/1/15 $ 2,150,928
2,527,000 CC/Caa2 Gentiva Health Services, Inc., 11.5%, 9/1/18 2,356,427
750,000 CCC+/Caa1 Rural/Metro Corp., 10.125%, 7/15/19 (144A) 691,875
3,175,000 CCC/Caa1 Rural/Metro Corp., 10.125%, 7/15/19 (144A) 2,984,500
3,725,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%, 7/15/17 (144A) 3,720,344
------------
$ 11,904,074
---------------------------------------------------------------------------------------------------------------
Health Care Supplies -- 2.3%
1,000,000 B/Caa1 Bausch & Lomb, Inc., 9.875%, 11/1/15 $ 1,052,500
4,085,000(e) B-/B3 Biomet, Inc., 10.375%, 10/15/17 4,401,587
3,000,000 B-/Caa1 Immucor, Inc., 11.125%, 8/15/19 3,333,750
------------
$ 8,787,837
---------------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
900,000 NR/Caa1 Emdeon, Inc., 11.0%, 12/31/19 (144A) $ 1,017,000
------------
Total Health Care Equipment & Services $ 32,684,779
---------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE
SCIENCES -- 2.6%
Biotechnology -- 1.3%
1,400,000 B/Caa1 ConvaTec Healthcare E SA, 10.5%, 12/15/18 (144A) $ 1,438,500
4,104,000 B+/Caa1 Lantheus Medical Imaging, Inc., 9.75%, 5/15/17 3,683,340
------------
$ 5,121,840
---------------------------------------------------------------------------------------------------------------
Life Sciences Tools & Services -- 0.9%
3,432,664(e) B/Caa1 Catalent Pharma Solutions, Inc., 9.5%, 4/15/15 $ 3,527,062
---------------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 0.4%
2,020,000 NR/NR KV Pharmaceutical Co., 12.0%, 3/15/15 $ 1,333,200
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 9,982,102
---------------------------------------------------------------------------------------------------------------
BANKS -- 1.1%
Diversified Banks -- 0.3%
1,265,000(a)(i) BB+/Ba3 ABN Amro North American Holding Preferred Capital
Repackage Trust I, 6.523% (144A) $ 1,024,650
400,000(a) NR/Ba2 Banco Macro SA, 10.75%, 6/7/12 240,000
------------
$ 1,264,650
---------------------------------------------------------------------------------------------------------------
Regional Banks -- 0.8%
1,225,000(a)(i) BBB/Baa3 PNC Financial Services Group, Inc., 8.25% $ 1,256,947
1,790,000(a)(i) BBB+/Baa1 State Street Capital Trust III, 5.464% 1,796,981
------------
$ 3,053,928
------------
Total Banks $ 4,318,578
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 21
Schedule of Investments | 3/31/12 (Consolidated) (continued)
-------------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 3.7%
Asset Management & Custody Banks -- 0.2%
975,000(f) BBB-/Baa3 Janus Capital Group, Inc., 6.7%, 6/15/17 $ 1,044,332
-------------------------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.4%
2,325,000(a)(i) BB+/Baa2 Goldman Sachs Capital II, 5.793% $ 1,595,532
-------------------------------------------------------------------------------------------------------------------
Multi-Sector Holdings -- 0.6%
2,200,000 B/B2 Constellation Enterprises, 10.625%, 2/1/16 (144A) $ 2,189,000
-------------------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 0.1%
250,000 BB/NR East Lane Re V, Ltd., 9.066%, 3/16/16 (144A) $ 247,975
-------------------------------------------------------------------------------------------------------------------
Specialized Finance -- 2.4%
500,000 BB+/Baa3 Capital One Capital V, 10.25%, 8/15/39 $ 513,750
450,000 BB+/NR Kibou, Ltd., 5.306%, 2/16/15 (144A) 448,470
695,000 B+/B2 National Money Mart Co., 10.375%, 12/15/16 767,975
7,140,000 CCC-/Caa3 NCO Group, Inc., 11.875%, 11/15/14 7,354,200
-----------
$ 9,084,395
-----------
Total Diversified Financials $14,161,234
-------------------------------------------------------------------------------------------------------------------
INSURANCE -- 9.0%
Insurance Brokers -- 4.0%
3,305,000 CC/Caa2 Alliant Holdings I, Inc., 11.0%, 5/1/15 (144A) $ 3,466,119
100,000 CCC+/Caa1 HUB International Holdings, Inc., 9.0%,
12/15/14 (144A) 102,500
5,455,000 CCC+/Caa2 HUB International Holdings, Inc., 10.25%,
6/15/15 (144A) 5,625,469
GBP 1,625,000 NR/Caa1 Towergate Finance PLC, 10.5%, 2/15/19 (144A) 2,219,874
2,286,000(a) CC/Caa1 U.S.I. Holdings Corp., 4.378%, 11/15/14 (144A) 2,137,410
1,610,000 CC/Caa2 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 1,618,050
-----------
$15,169,422
-------------------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 1.5%
3,075,000(a) BB/Baa3 Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 4,112,813
1,100,000 BBB/Baa2 MetLife, Inc., 10.75%, 8/1/69 1,509,750
-----------
$ 5,622,563
-------------------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.6%
5,300,000 BBB-/Baa3 Allmerica Financial Corp., 7.625%, 10/15/25 $ 5,732,533
265,000(a)(i) BB+/Ba2 White Mountains Insurance Group, Ltd.,
7.506% (144A) 254,532
-----------
$ 5,987,065
-------------------------------------------------------------------------------------------------------------------
Reinsurance -- 1.9%
375,000(a) BB+/NR Blue Fin, Ltd., 4.983%, 4/10/12 (144A) $ 374,850
250,000(a) NR/Ba3 Combine Re, Ltd., 10.066%, 1/7/15 (144A) 249,475
250,000(a) NR/NR Combine Re, Ltd., 17.806%, 1/7/15 (144A) 249,525
250,000(a) BB-/NR Compass Re, Ltd., Series CL2, 10.306%,
1/8/15 (144A) 245,250
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/12
--------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
250,000(a) B+/NR Compass Re, Ltd., Series CL3, 11.306%,
1/8/15 (144A) $ 243,825
350,000(a) BB+/NR Foundation Re III, Ltd., 5.066%, 2/25/15 340,235
250,000(a) BB/NR Ibis Re, Ltd., 10.724%, 11/10/13 (144A) 251,600
250,000(a) BB-/NR Ibis Re II, Ltd., 8.416%, 2/5/17 (144A) 244,950
400,000(a) B-/NR Ibis Re II, Ltd., 13.556%, 2/5/15 (144A) 391,760
800,000(a) BB/NR Lodestone Re, Ltd., 7.306%, 1/8/14 (144A) 773,440
700,000(a) BB-/NR LOMA Reinsurance, Ltd., 9.988%, 12/21/14 (144A) 708,470
300,000(a) CCC+/NR Montana Re, Ltd., 13.725%, 12/7/12 (144A) 285,450
500,000(a) B/NR Mystic Re, Ltd., 12.066%, 3/12/15 (144A) 496,250
500,000(a) BB-/NR Queen Street II Capital, Ltd., 7.556%, 4/9/14 (144A) 488,250
250,000(a) NR/NR Queen Street V Re, Ltd., 8.556%, 4/9/15 (144A) 247,225
450,000(a) B-/NR Residential Reinsurance 2010, Ltd., 12.056%,
12/6/16 (144A) 436,860
250,000(a) NR/NR Residential Reinsurance 2011, Ltd., 8.956%,
12/6/15 (144A) 242,200
250,000(a) NR/NR Residential Reinsurance 2011, Ltd., 13.306%,
12/6/15 (144A) 241,575
500,000(a) NR/NR Successor X, Ltd., 13.056%, 2/25/14 (144A) 484,650
250,000(a) NR/NR Successor X, Ltd., 16.556%, 1/27/15 (144A) 247,100
------------
$ 7,242,940
------------
Total Insurance $ 34,021,990
--------------------------------------------------------------------------------------------------------------
REAL ESTATE -- 1.7%
Real Estate Operating Companies -- 1.3%
75,153(a) B/NR Alto Palermo SA, 11.0%, 6/11/12 (144A) $ 66,135
5,000,000 B-/B3 Forest City Enterprises, Inc., 7.625%, 6/1/15 4,937,500
------------
$ 5,003,635
--------------------------------------------------------------------------------------------------------------
Specialized Real Estate Investment Trusts -- 0.4%
1,500,000 B+/Ba3 CNL Lifestyle Properties, Inc., 7.25%, 4/15/19 $ 1,350,000
------------
Total Real Estate $ 6,353,635
--------------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 2.8%
Application Software -- 0.7%
2,960,000 B/B3 Allen Systems Group, Inc., 10.5%, 11/15/16 (144A) $ 2,545,600
--------------------------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 1.0%
1,783,000 B-/Caa1 First Data Corp., 8.25%, 1/15/21 (144A) $ 1,742,883
399,000 B-/Caa1 First Data Corp., 9.875%, 9/24/15 400,995
1,783,000 B-/Caa1 First Data Corp., 12.625%, 1/15/21 1,787,457
------------
$ 3,931,335
--------------------------------------------------------------------------------------------------------------
Systems Software -- 1.1%
4,282,584(e)(h) NR/NR Pegasus Solutions, Inc., 13.0%, 4/15/14 (144A) $ 3,961,390
------------
Total Software & Services $ 10,438,325
--------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 23
Schedule of Investments | 3/31/12 (Consolidated) (continued)
-----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 0.2%
Computer Storage & Peripherals -- 0.2%
580,000 BBB/Baa3 Seagate Technology International, Inc., 10.0%,
5/1/14 (144A) $ 655,400
------------
Total Technology Hardware & Equipment $ 655,400
-----------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.4%
Semiconductor Equipment -- 0.4%
1,895,000 BB/B3 MEMC Electronic Materials, Inc., 7.75%, 4/1/19 $ 1,506,525
-----------------------------------------------------------------------------------------------------
Semiconductors -- 0.0%+
CNY 1,000,000 NR/NR LDK Solar Co., Ltd., 10.0%, 2/28/14 $ 97,318
------------
Total Semiconductors & Semiconductor Equipment $ 1,603,843
-----------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.6%
Alternative Carriers -- 0.5%
1,000,000 BB-/NR PAETEC Holding Corp., 8.875%, 6/30/17 $ 1,085,000
600,000 NR/NR PAETEC Holding Corp., 9.875%, 12/1/18 678,000
------------
$ 1,763,000
-----------------------------------------------------------------------------------------------------
Integrated Telecommunication Services -- 0.9%
115,000 CCC+/NR Bakrie Telecom Tbk PT, 11.5%, 5/7/15 (144A) $ 85,675
3,539,000 CCC+/B3 Cincinnati Bell, Inc., 8.75%, 3/15/18 3,304,541
------------
$ 3,390,216
-----------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 0.2%
725,000 BB/Ba3 OJSC Vimpel Communications Via VIP Ireland, Ltd.,
9.125%, 4/30/18 (144A) $ 792,063
------------
Total Telecommunication Services $ 5,945,279
-----------------------------------------------------------------------------------------------------
UTILITIES -- 1.8%
Electric Utilities -- 0.9%
310,000 NR/B2 Empresa Distribuidora Y Comercializadora Note SA,
9.75%, 10/25/22 (144A) $ 186,000
885,000 B-/Caa3 Energy Future Holdings Corp., 10.0%, 1/15/20 960,225
1,000,000 BB/Ba1 PNM Resources, Inc., 9.25%, 5/15/15 1,153,750
350,000 CC/B2 Texas Competitive Electric Holdings LLC, 11.5%,
10/1/20 (144A) 228,375
2,105,000 C/Caa3 Texas Competitive Electric Holdings LLC, 15.0%,
4/1/21 778,850
------------
$ 3,307,200
-----------------------------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- 0.9%
1,800,000 BB-/Ba3 Intergen NV, 9.0%, 6/30/17 (144A) $ 1,894,500
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/12
------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- (continued)
1,500,000 NR/B2 Star Energy Geothermal (Wayang Windu), Ltd.,
11.5%, 2/12/15 (144A) $ 1,653,750
------------
$ 3,548,250
------------
Total Utilities $ 6,855,450
------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $397,633,162) $401,632,887
------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES -- 6.3% of Net Assets
ENERGY -- 1.4%
Coal & Consumable Fuels -- 0.5%
1,905,000 BB-/NR Massey Energy Co., 3.25%, 8/1/15 $ 1,709,738
------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.6%
2,265,000(f) NR/NR Hercules Offshore, Inc., 3.375%, 6/1/38 $ 2,236,687
------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.3%
1,340,000 BB+/Ba3 Chesapeake Energy Corp., 2.5%, 5/15/37 $ 1,234,475
------------
Total Energy $ 5,180,900
------------------------------------------------------------------------------------------------------
MATERIALS -- 0.8%
Diversified Chemicals -- 0.8%
4,000(c) B+/NR Hercules, Inc., 6.5%, 6/30/29 $ 3,232,500
------------
Total Materials $ 3,232,500
------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.3%
Marine -- 0.3%
1,915,090(g) NR/NR Horizon Lines, Inc., Series A, 6.0%, 4/15/17 $ 823,489
531,969(g)(h) NR/NR Horizon Lines, Inc., Series B, 6.0%, 4/15/17 228,746
------------
Total Transportation $ 1,052,235
------------------------------------------------------------------------------------------------------
MEDIA -- 0.5%
Movies & Entertainment -- 0.5%
1,832,000 B-/NR Live Nation, Inc., 2.875%, 7/15/27 $ 1,751,850
------------
Total Media $ 1,751,850
------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.7%
Health Care Equipment & Services -- 0.9%
2,837,000(f) BB+/NR Hologic, Inc., 2.0%, 12/15/37 $ 3,347,660
------------------------------------------------------------------------------------------------------
Health Care Facilities -- 0.7%
1,985,000 B/B2 LifePoint Hospitals, Inc., 3.25%, 8/15/25 $ 1,992,444
780,000 B/NR LifePoint Hospitals, Inc., 3.5%, 5/15/14 815,100
------------
$ 2,807,544
------------------------------------------------------------------------------------------------------
Health Care Services -- 0.1%
361,000 B+/B2 Omnicare, Inc., 3.25%, 12/15/35 $ 347,011
------------
Total Health Care Equipment & Services $ 6,502,215
------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 25
Schedule of Investments | 3/31/12 (Consolidated) (continued)
-----------------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-----------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.1%
Asset Management & Custody Banks -- 0.1%
400,000 BBB/NR Apollo Investment Corp., 5.75%, 1/15/16 $ 392,000
------------
Total Diversified Financials $ 392,000
-----------------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.5%
Semiconductors -- 0.5%
500,000 NR/NR JA Solar Holdings Co., Ltd., 4.5%, 5/15/13 $ 440,000
750,000 NR/NR Renesola, Ltd., 4.125%, 3/15/18 (144A) 449,063
1,569,000 NR/NR Suntech Power Holdings Co., Ltd., 3.0%, 3/15/13 1,241,471
------------
Total Semiconductors & Semiconductor Equipment $ 2,130,534
-----------------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.0%
Alternative Carriers -- 1.0%
3,025,000 B/B2 Time Warner Telecom, Inc., 2.375%, 4/1/26 $ 3,747,219
------------
Total Telecommunication Services $ 3,747,219
-----------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $18,553,511) $ 23,989,453
-----------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 4.5% of Net Assets
Indiana -- 0.5%
1,650,000 NR/Baa3 East Chicago Indiana Exempt Facilities Revenue,
7.0%, 1/1/14 $ 1,646,882
-----------------------------------------------------------------------------------------------------------------
New Jersey -- 1.2%
4,525,000 B/B3 New Jersey Economic Development Authority Revenue,
7.0%, 11/15/30 $ 4,540,973
-----------------------------------------------------------------------------------------------------------------
New York -- 0.9%
3,475,000 BB-/B2 New York City Industrial Development Agency,
7.625%, 12/1/32 $ 3,531,052
-----------------------------------------------------------------------------------------------------------------
North Carolina -- 1.9%
6,300,000 NR/NR Charlotte Special Facilities Refunding Revenue,
5.6%, 7/1/27 $ 5,509,854
1,670,000 NR/NR Charlotte Special Facilities Refunding Revenue,
7.75%, 2/1/28 1,672,555
------------
$ 7,182,409
-----------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $12,843,871) $ 16,901,316
-----------------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT OBLIGATION -- 0.6%
3,300,000(a)(h)(j) NR/NR Non-Profit Preferred Funding Trust I, 6.75%,
9/15/37 (144A) $ 2,350,425
-----------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED
DEBT OBLIGATION
(Cost $3,293,400) $ 2,350,425
-----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/12
--------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS -- 0.9% of Net Assets
Argentina -- 0.3%
1,200,000 B/B2 City of Buenos Aires, 12.5%, 4/6/15 (144A) $ 1,265,760
--------------------------------------------------------------------------------------------------------
Russia -- 0.6%
1,867,600 BBB/Baa1 Russia Government International Bond, 7.5%,
3/31/30 $ 2,234,116
--------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $2,513,452) $ 3,499,876
--------------------------------------------------------------------------------------------------------
SENIOR FLOATING RATE LOAN INTERESTS -- 6.2%
of Net Assets*
ENERGY -- 0.4%
Coal & Consumable Fuels -- 0.2%
750,000 NR/NR PT Bumi Resources Tbk, Term Loan, 11.243%, 8/7/13 $ 750,000
--------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 0.2%
671,755 NR/NR Aquilex Holdings LLC, Term Loan, 0.0%, 4/1/16 $ 667,977
------------
Total Energy $ 1,417,977
--------------------------------------------------------------------------------------------------------
MATERIALS -- 0.0%+
Diversified Chemicals -- 0.0%+
EURO 102,027 B/Ba3 Ineos Holdings, Ltd., Facility Term Loan C1, 8.0%,
12/16/14 $ 143,226
24,175 B/Ba3 Ineos US Finance LLC, Senior Credit Facility Term
Loan C2, 8.0%, 12/16/14 25,119
------------
Total Materials $ 168,345
--------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.8%
Aerospace & Defense -- 0.8%
3,095,223 B+/B2 API Technologies Corp., Term Loan, 8.75%, 6/1/16 $ 3,095,223
------------
Total Capital Goods $ 3,095,223
--------------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 0.5%
Auto Parts & Equipment -- 0.5%
1,871,100 B+/NR Metaldyne LLC, Term Loan, 5.25%, 5/18/17 $ 1,876,558
------------
Total Automobiles & Components $ 1,876,558
--------------------------------------------------------------------------------------------------------
RETAILING -- 0.4%
Specialty Stores -- 0.4%
1,488,750 B/B2 Targus Group International, Inc., Term Loan, 11.0%,
5/24/16 $ 1,485,028
------------
Total Retailing $ 1,485,028
--------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 0.3%
Packaged Foods & Meats -- 0.3%
1,300,000 BB-/B2 Pierre Foods, Inc., Second Lien Term Loan, 11.25%,
9/29/17 $ 1,300,000
------------
Total Food, Beverage & Tobacco $ 1,300,000
--------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 27
Schedule of Investments | 3/31/12 (Consolidated) (continued)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.9%
Health Care Services -- 0.5%
296,006 B+/B1 Aveta Inc., NAMM Term Loan, 8.5%, 4/14/15 $ 296,500
779,777 B/B2 National Specialty Hospitals, Inc., Initial Term Loan,
8.25%, 2/3/17 742,738
Health Care Services -- (continued)
1,004,529 NR/B1 Prime Healthcare Services, Inc., Term Loan B, 7.5%,
4/28/15 $ 996,995
------------
$ 2,036,233
----------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
1,312,500 B/B2 Medical Card System, Inc., Term Loan, 12.0%,
9/17/15 $ 1,095,937
----------------------------------------------------------------------------------------------------
Managed Health Care -- 0.1%
296,006 NR/B1 Aveta Inc., MMM Term Loan, 8.5%, 4/14/15 $ 296,500
------------
Total Health Care Equipment & Services $ 3,428,670
----------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES -- 0.4%
Biotechnology -- 0.4%
1,580,000 B/Caa1 Alkermes, Inc., Second Lien Term Loan, 9.5%, 9/16/18 $ 1,639,250
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 1,639,250
----------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.5%
Other Diversified Financial Services -- 0.5%
443,368 B-/B2 BNY ConvergEX Group LLC, Second Lien (EZE) Term
Loan, 8.75%, 12/17/17 $ 441,151
1,056,633 B-/B2 BNY ConvergEX Group LLC, Second Lien (TOP) Term
Loan, 8.75%, 12/17/17 1,051,349
126,444 NR/NR Long Haul Holdings, Ltd., Facility Term Loan A, 0.0%,
1/14/13 123,914
100,918 NR/NR PT Bakrie & Brothers Tbk, Facility Term Loan B, 0.0%,
1/14/13 98,900
------------
Total Diversified Financials $ 1,715,314
----------------------------------------------------------------------------------------------------
INSURANCE -- 0.7%
Multi-Line Insurance -- 0.7%
370,522 B/B1 AmWINS Group, Inc., Initial Term Loan, 4.68%, 6/8/13 $ 368,438
2,250,000 CCC+/Caa1 AmWINS Group, Inc., Second Lien Initial Term Loan,
5.75%, 6/9/14 2,131,875
------------
Total Insurance $ 2,500,313
----------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 1.1%
Application Software -- 1.1%
1,700,000 NR/NR Applied Systems, Inc., Second Lien Term Loan,
9.25%, 6/8/17 $ 1,696,813
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/12
------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------
Application Software -- (continued)
2,500,000 CCC+/Caa1 Vertafore, Inc., Second Lien Term Loan, 9.75%,
10/27/17 $ 2,505,207
------------
Total Software & Services $ 4,202,020
------------------------------------------------------------------------------------------------
UTILITIES -- 0.2%
Electric Utilities -- 0.2%
1,316,443 CCC/B2 Texas Competitive Electric Holdings Co. LLC, 2017
Term Loan, 4.743%, 10/10/17 $ 735,152
------------
Total Utilities $ 735,152
------------------------------------------------------------------------------------------------
TOTAL SENIOR FLOATING RATE LOAN INTERESTS
(Cost $23,920,285) $ 23,563,850
------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Shares
--------------------------------------------------------------------------------------------------
COMMON STOCKS -- 3.2% of Net Assets
ENERGY -- 0.6%
Oil & Gas Drilling -- 0.1%
13,045(k) Rowan Companies, Inc. $ 429,572
--------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 0.1%
45,178(k) Sevan Marine ASA $ 125,933
--------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.4%
32,232,635(k) Norse Energy Corp. ASA $ 1,469,217
------------
Total Energy $ 2,024,722
--------------------------------------------------------------------------------------------------
MATERIALS -- 1.6%
Commodity Chemicals -- 0.2%
26,430(k) Georgia Gulf Corp. $ 921,878
--------------------------------------------------------------------------------------------------
Diversified Chemicals -- 1.1%
94,230(k) Lyondell Basell Industries NV, Class A $ 4,113,140
--------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 0.3%
1,391,615(g)(h)(k) Blaze Recycling and Metals LLC Class A Units $ 918,466
3,402 Freeport-McMoRan Copper & Gold, Inc. (Class B) 129,412
------------
$ 1,047,878
------------
Total Materials $ 6,082,896
--------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.1%
Building Products -- 0.1%
894(g)(h)(k) Panolam Holdings Co. $ 438,060
------------
Total Capital Goods $ 438,060
--------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.3%
Airlines -- 0.2%
97,564(k) Delta Air Lines, Inc. $ 966,859
--------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 29
Schedule of Investments | 3/31/12 (Consolidated) (continued)
-----------------------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------------------
Marine -- 0.1%
50,387 Horizon Lines, Inc. (Class A) $ 291,237
------------
Total Transportation $ 1,258,096
-----------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 0.4%
Auto Parts & Equipment -- 0.4%
29,909 Lear Corp. $ 1,390,469
------------
Total Automobiles & Components $ 1,390,469
-----------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE SCIENCES -- 0.2%
Pharmaceuticals -- 0.2%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 802,879
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 802,879
-----------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.0%+
Systems Software -- 0.0%+
10,942(h)(k) Perseus Holding Corp. $ 27,355
------------
Total Software & Services $ 27,355
-----------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $9,855,784) $ 12,024,477
-----------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK -- 0.5% of Net Assets
DIVERSIFIED FINANCIALS -- 0.5%
Other Diversified Financial Services -- 0.5%
1,880 Bank of America Corp., 7.25% $ 1,840,332
------------
Total Diversified Financials $ 1,840,332
-----------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $1,383,242) $ 1,840,332
-----------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 0.8% of Net Assets
DIVERSIFIED FINANCIALS -- 0.8%
Other Diversified Financial Services -- 0.8%
132,750 GMAC Capital Trust I, 8.125%, Series 2 $ 3,067,852
------------
Total Diversified Financials $ 3,067,852
-----------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.0%+
Systems Software -- 0.0%+
5,745(h)(k) Perseus Holding Corp., 14.0%, (144A) $ 100,538
------------
Total Software & Services $ 100,538
-----------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $3,322,605) $ 3,168,390
-----------------------------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.0% of Net Assets+
ENERGY -- 0.0%+
Oil & Gas Equipment & Services -- 0.0%+
650(h)(k) Green Field Energy Services, Expires 11/15/21 (144A) $ 42,250
-----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/12
--------------------------------------------------------------------------------------
Shares Value
--------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.0%+
1,310,558(k) Norse Energy Corp. ASA, Expires 6/16/15 $ 34,464
-------------
Total Energy $ 76,714
--------------------------------------------------------------------------------------
TOTAL RIGHTS/WARRANTS
(Cost $23,773) $ 76,714
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Principal
Amount
USD ($)
----------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT -- 3.1% of Net Assets
REPURCHASE AGREEMENTS -- 3.1% of Net Assets
11,765,000 JPMorgan, Inc., 0.13%, dated 3/30/12, repurchase
price of $11,765,000 plus accrued interest on 4/2/12
collateralized by $12,000,357 Federal National
Mortgage Association (ARM), 0.760 - 5.996%,
6/1/17 - 4/1/42 $ 11,765,000
-------------
TOTAL REPURCHASE AGREEMENTS
(Cost $11,765,000) $ 11,765,000
----------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 134.4%
(Cost $494,909,252) (l)(m) $ 510,162,173
----------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 5.4% $ 20,358,629
----------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE,
----------------------------------------------------------------------------------------
INCLUDING DIVIDENDS PAYABLE -- (39.8)% $(151,003,035)
----------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 379,517,767
========================================================================================
(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, 2012, the value of these securities amounted to $179,401,756 or 47.3%
of total net assets applicable to common shareowners.
NR Security not rated by S&P or Moody's
* Senior secured floating rate loan interests in which the Trust invests
generally pay interest at rates that are periodically redetermined by
reference to a base lending rate plus a premium. These base lending rates
are generally (i) the lending rate offered by one or more major European
banks, such as LIBOR (London InterBank Offered Rate), (ii) the prime rate
offered by one or more major United States banks, (iii) the certificate
of deposit or (iv) other base lending rates used by commercial lenders.
The interest rate shown is the rate accruing at March 31, 2012.
+ Amount rounds to less than 0.1%.
(a) Floating rate note. The ratio shown is the coupon rate at March 31, 2012.
(b) The company is scheduled for approval of a reorganization plan.
(c) Security is priced as a unit.
(d) Security is in default and is non-income producing.
(e) Payment-in-Kind (PIK) security which may pay interest in the form of
additional principal.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 31
Schedule of Investments | 3/31/12 (Consolidated) (continued)
(f) 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, 2012.
(g) Security is valued using fair value methods (other than prices supplied
by independent pricing services).
(h) Indicates a security that has been deemed illiquid. The aggregate cost of
illiquid securities is $11,646,966. The aggregate fair value of
$8,163,480 represents 2.2% of the total net assets applicable to common
shareowners.
(i) Security is perpetual in nature and has no stated maturity date.
(j) The interest rate is subject to change periodically. The interest rate
shown is the rate at March 31, 2012.
(k) Non-income producing.
(l) At March 31, 2012, the net unrealized gain on investments based on cost
for federal income tax purposes of $497,425,698 was as follows:
Aggregate gross unrealized gain in which there is an excess of value over
tax cost $46,750,937
Aggregate gross unrealized loss in which there is an excess of tax cost
over value (34,014,462)
-----------
Net unrealized gain $12,736,475
===========
For financial reporting purposes, net unrealized gain on investments was
$15,252,921 and cost of investments aggregated $494,909,252.
(m) Distributions of investments by country of issue, as a percentage of
total investments in securities, is as follows:
United States 77.0%
Canada 4.6
Cayman Islands 3.7
Netherlands 2.4
United Kingdom 2.1
Luxembourg 1.7
Ireland 1.5
Norway 1.3
Bermuda 1.0
Other (Individually less than 1%) 4.7
-----
100.0%
=====
Purchases and sales of securities (excluding temporary cash investments) for
the year ended March 31, 2012 aggregated $132,712,686 and $124,617,842,
respectively.
Glossary of Terms:
(A.D.R.) American Depository Receipt
Principal amounts are denominated in U.S. dollars unless otherwise noted.
CNY -- Chinese Yuan
EURO -- Euro
GBP -- British Pound
NOK -- Norwegian Krone
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/12
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices
for similar securities, interest rates, prepayment speeds, credit
risk, etc.)
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments)
Generally, equity securities are categorized as Level 1, fixed income
securities and senior loans are categorized as Level 2 and securities valued
using fair value methods (other than prices supplied by independent pricing
services) are categorized as Level 3. See Note to Financial Statements -- Note
1A.
The following is a summary of the inputs used as of March 31, 2012, in valuing
the Trust's investments:
---------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
---------------------------------------------------------------------------------------------------
Asset backed securities $ -- $ 7,938,449 $ -- $ 7,938,449
Collateralized mortgage
obligations -- 1,411,004 -- 1,411,004
Corporate bonds & notes
(environmental & facilities
services) -- 1,197,830 133,492 1,331,322
Corporate bonds & notes (other
industries) -- 400,301,565 -- 400,301,565
Convertible bonds & notes
(marine) -- -- 1,052,235 1,052,235
Convertible bonds & notes (other
industries) -- 22,937,218 -- 22,937,218
Municipal bonds -- 16,901,316 -- 16,901,316
Municipal collateralized debt
obligation -- 2,350,425 -- 2,350,425
Sovereign debt obligations -- 3,499,876 -- 3,499,876
Floating rate loan interests -- 23,563,850 -- 23,563,850
Common stocks (diversified
metals & mining) 129,412 -- 918,466 1,047,878
Common stocks (steel) -- -- -- --
Common stocks (building
products) -- -- 438,060 438,060
Common stocks (systems
software) -- 27,355 -- 27,355
Common stocks (other industries) 10,511,184 -- -- 10,511,184
Convertible preferred stock 1,840,332 -- -- 1,840,332
Preferred stock -- 3,168,390 -- 3,168,390
Rights/Warrants 34,464 42,250 -- 76,714
Repurchase Agreements -- 11,765,000 -- 11,765,000
---------------------------------------------------------------------------------------------------
Total $12,515,392 $495,104,528 $2,542,253 $510,162,173
===================================================================================================
Other Financial Instruments* $ -- $ (136,352) $ -- $ (136,352)
===================================================================================================
* Other financial instruments include net unrealized depreciation on foreign
exchange contracts and net unrealized depreciation on unfunded loan
commitment.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 33
Schedule of Investments | 3/31/12 (Consolidated) (continued)
The following is a reconciliation of assets valued using significant
unobservable inputs (level 3):
-----------------------------------------------------------------------------------------------------------------------
Change in
unrealized Net Transfer in
Balance as Realized appreciation purchase and out of Balance as
of 3/31/11 gain (loss)(1) (depreciation)(2) (sales) Level 3* of 3/31/12
-----------------------------------------------------------------------------------------------------------------------
Corporate bonds & notes
(environmental &
facilities services) $ 133,492 $ -- $ -- $ -- $-- $ 133,492
Convertible bonds &
notes (marine) -- -- (1,503,621) 2,555,856 1,052,235
Common stocks
(diversified metals
& mining) 960,214 -- (41,748) -- -- 918,466
Common stocks (steel) 183,244 247,462 20,184 (450,890) -- --
Common stocks
(building products) 438,060 -- -- -- -- 438,060
-----------------------------------------------------------------------------------------------------------------------
Ending balance $1,715,010 $247,462 $(1,525,185) $2,104,966 $-- $2,542,253
=======================================================================================================================
* Transfers are calculated on the beginning of period values.
(1) Realized gain (loss) on these securities is included in the realized gain
(loss) from investments in the Statement of Operations.
(2) Unrealized appreciation (depreciation) on the securities is included in the
change in unrealized gain (loss) from investments in the Statement of
Operations.
Net change in unrealized appreciation (depreciation) of Level 3 investments
still held and considered Level 3 at 3/31/12: $(1,545,369).
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/12
Statement of Assets and Liabilities | 3/31/12 (Consolidated)
ASSETS:
Investments in securities, at value (cost $494,909,252) $510,162,173
Cash 44,937
Foreign currencies, at value (cost $7,167,919) 7,167,919
Receivables --
Investment securities sold 6,133,153
Dividends receivable 54,099
Interest and withholding tax reclaim receivable 12,840,236
Reinvestment of distributions 285,139
Prepaid expenses 41,257
--------------------------------------------------------------------------------------
Total assets $536,728,913
--------------------------------------------------------------------------------------
LIABILITIES:
Payable --
Investment securities purchased $ 5,640,347
Forward foreign currency portfolio hedge contracts -- net 129,827
Depreciation on unfunded loan commitment -- net 6,525
Due to affiliates 280,152
Accrued expenses 151,260
--------------------------------------------------------------------------------------
Total liabilities $ 6,208,111
--------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040 shares,
including dividends payable of $3,035 $151,003,035
--------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $401,279,077
Undistributed net investment income 12,934,809
Accumulated net realized loss on investments and foreign currency
transactions (49,810,596)
Net unrealized gain on investments 15,246,396
Net unrealized loss on forward foreign currency contracts and other
assets and liabilities denominated in foreign currencies (131,919)
--------------------------------------------------------------------------------------
Net assets applicable to common shareowners $379,517,767
======================================================================================
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $379,517,767/28,213,163 common shares $ 13.45
======================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 35
Statement of Operations (Consolidated)
For the Year Ended 3/31/12
INVESTMENT INCOME:
Interest (net of foreign taxes withheld of $16,478) $ 50,665,244
Dividend income (net of foreign taxes withheld $77,999) 595,186
Facility and other fees 336,619
Income from securities loaned, net 96,092
----------------------------------------------------------------------------------------------------------
Total investment income $ 51,693,141
----------------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,167,598
Administrative reimbursements 126,708
Transfer agent fees and expenses 12,600
Shareowner communication expenses 24,260
Auction agent fees 405,334
Custodian fees 49,556
Registration fees 26,263
Professional fees 63,760
Printing expenses 16,726
Trustees' fees 18,775
Miscellaneous 53,991
----------------------------------------------------------------------------------------------------------
Total expenses $ 3,965,571
----------------------------------------------------------------------------------------------------------
Net investment income $ 47,727,570
----------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
UNFUNDED CORPORATE LOANS AND FOREIGN CURRENCY
TRANSACTIONS:
Net realized gain from:
Investments $ 9,161,129
Forward foreign currency contracts and other assets and liabilities
denominated in foreign currencies 680,748 $ 9,841,877
----------------------------------------------------------------------------------------------------------
Change in unrealized gain (loss) from:
Investments $ (35,820,573)
Unfunded loan commitments (3,540)
Forward foreign currency contracts and other assets and liabilities
denominated in foreign currencies (430,012) $(36,254,125)
----------------------------------------------------------------------------------------------------------
Net loss on investments and foreign currency transactions $(26,412,248)
----------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS FROM NET
INVESTMENT INCOME: $ (177,707)
----------------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common shareowners
resulting from operations $ 21,137,615
==========================================================================================================
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/12
Statement of Changes in Net Assets (Consolidated)
---------------------------------------------------------------------------------------------------
Year Ended Year Ended
3/31/12 3/31/11
---------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 47,727,570 $ 46,924,784
Net realized gain on investments and foreign currency
transactions 9,841,877 3,493,231
Change in unrealized gain (loss) on investments and foreign
currency transactions (36,254,125) 26,357,426
Distributions to preferred shareowners from net
investment income (177,707) (459,394)
---------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from operations $ 21,137,615 $ 76,316,047
---------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income ($1.65 and $1.65 per share, respectively) $(46,381,043) $(45,965,092)
---------------------------------------------------------------------------------------------------
Total distributions to common shareowners $(46,381,043) $(45,965,092)
---------------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment in distributions $ 3,412,875 $ 3,910,658
---------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners from Trust share transactions $ 3,412,875 $ 3,910,658
---------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets applicable to
common shareowners $(21,830,553) $ 34,261,613
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year $401,348,320 $367,086,707
---------------------------------------------------------------------------------------------------
End of year $379,517,767 $401,348,320
---------------------------------------------------------------------------------------------------
Undistributed net investment income $ 12,934,809 $ 11,615,985
===================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 37
Financial Highlights
----------------------------------------------------------------------------------------------------
Year Ended Year Ended
3/31/12 3/31/11
(Consolidated) (Consolidated)
----------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $14.33 $13.23
----------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.70 $ 1.68
Net realized and unrealized gain (loss) on investments and foreign
currency transactions (0.92) 1.09
Dividends and distributions to preferred shareowners from:
Net investment income (0.01) (0.02)
Net realized gains -- --
----------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.77 $ 2.75
Dividends and distributions to common shareowners from:
Net investment income (1.65) (1.65)
Net realized gains -- --
----------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $(0.88) $ 1.10
----------------------------------------------------------------------------------------------------
Net asset value, end of period(b) $13.45 $14.33
====================================================================================================
Market value, end of period(b) $16.66 $16.55
====================================================================================================
Total return at market value(c) 11.53% 20.12%
Ratios to average net assets of common shareowners
Net expenses(d) 1.05% 1.11%
Net investment income before preferred share distributions 12.66% 12.43%
Preferred share distributions 0.05% 0.12%
Net investment income available to common shareowners 12.61% 12.31%
Portfolio turnover 24% 10%
-------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
3/31/10 3/31/09 3/31/08
-------------------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $ 7.07 $ 13.41 $ 16.63
-------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.65 $ 1.82 $ 1.90
Net realized and unrealized gain (loss) on investments and foreign
currency transactions 6.17 (6.38) (2.73)
Dividends and distributions to preferred shareowners from:
Net investment income (0.01) (0.13) (0.22)
Net realized gains -- -- (0.07)
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 7.81 $ (4.69) $ (1.12)
Dividends and distributions to common shareowners from:
Net investment income (1.65) (1.65) (1.65)
Net realized gains -- -- (0.45)
-------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 6.16 $ (6.34) $ (3.22)
-------------------------------------------------------------------------------------------------------------
Net asset value, end of period(b) $ 13.23 $ 7.07 $ 13.41
=============================================================================================================
Market value, end of period(b) $ 15.38 $ 8.03 $ 13.15
=============================================================================================================
Total return at market value(c) 119.69% (27.74)% (15.37)%
Ratios to average net assets of common shareowners
Net expenses(d) 1.23% 1.25% 1.02%
Net investment income before preferred share distributions 14.92% 17.03% 12.36%
Preferred share distributions 0.13% 1.22% 1.45%
Net investment income available to common shareowners 14.79% 15.81% 10.91%
Portfolio turnover 15% 19% 15%
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Annual Report | 3/31/12
------------------------------------------------------------------------------------------------------
Year Ended Year Ended
3/31/12 3/31/11
(Consolidated) (Consolidated)
------------------------------------------------------------------------------------------------------
Net assets of common shareowners, end of period (in thousands) $379,518 $401,348
Preferred shares outstanding (in thousands) $151,000 $151,000
Asset coverage per preferred share, end of period(e) $ 87,835 $ 91,450
Average market value per preferred share $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,001 $ 25,001
Ratios to average net assets of common shareowners before waivers
and reimbursements of expenses
Net expenses(d) 1.05% 1.11%
Net investment income before preferred share distributions 12.66% 12.43%
Preferred share distributions 0.05% 0.12%
Net investment income available to common shareowners 12.61% 12.31%
======================================================================================================
-----------------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
3/31/10 3/31/09 3/31/08
-----------------------------------------------------------------------------------------------------------
Net assets of common shareowners, end of period (in thousands) $367,087 $194,057 $365,199
Preferred shares outstanding (in thousands) $151,000 $151,000 $151,000
Asset coverage per preferred share, end of period(e) $ 85,777 $ 57,131 $ 85,481
Average market value per preferred share $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,001 $ 25,002 $ 25,018
Ratios to average net assets of common shareowners before waivers
and reimbursements of expenses
Net expenses(d) 1.23% 1.25% 1.02%
Net investment income before preferred share distributions 14.92% 17.03% 12.36%
Preferred share distributions 0.13% 1.22% 1.45%
Net investment income available to common shareowners 14.79% 15.81% 10.91%
==========================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and Saturday.
(c) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and
distributions, if any, are assumed for purposes of this calculation to be
reinvested at prices obtained under the Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(d) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(e) Market value is redemption value without an active market.
The information above represents the audited operating performance data for a
share of common stock outstanding, total investment return, ratios to average
net assets of common shareowners and other supplemental data for the periods
indicated. This information has been determined based upon financial
information provided in the financial statements and market value data for the
Trust's common shares.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/12 39
Notes to Financial Statements | 3/31/12 (Consolidated)
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the Trust) was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002,
the Trust had no operations other than matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended. The investment objective of the
Trust is to seek a high level of current income and the Trust may, as a
secondary objective, also seek capital appreciation to the extent that it is
consistent with its investment objective.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gain or loss on investments during the
reporting 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 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.
Loan interests for which no reliable price quotes are available will be
valued by Loan Pricing Corporation through the use of pricing matrices to
determine valuations. Fixed-income securities with remaining maturity of more
than sixty days are valued at prices supplied by independent pricing
services, which consider such factors as market prices, market events,
quotations from one or more brokers, Treasury spreads, yields, maturities and
ratings. Valuations may be supplemented by dealers and other sources, as
required. Equity securities that have traded on an exchange are valued at the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation or securities for
which sale prices are not available, generally are valued using the mean
between the last bid and asked prices. Short-term fixed income securities
with remaining maturities of sixty days or less generally are valued at
amortized cost. Money market mutual funds are valued at net asset value.
40 Pioneer High Income Trust | Annual Report | 3/31/12
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.
Securities or loan interests for which independent pricing services are
unable to supply prices or for which market prices and/or quotations are not
readily available or are considered to be unreliable are valued using fair
value methods pursuant to procedures adopted by the Board of Trustees. The
Trust may use fair value methods if it is determined that a significant event
has occurred after the close of the exchange or market on which the security
trades and prior to the determination of the Trust's net asset value.
Examples of a significant event might include political or economic news,
corporate restructurings, natural disasters, terrorist activity or trading
halts. Thus, the valuation of the Trust's securities may differ from exchange
prices.
At March 31, 2012, five securities were valued using fair value methods (in
addition to securities valued using prices supplied by independent pricing
services) representing 0.7% of net assets applicable to common shareowners.
Inputs used when applying fair value methods to value a security may include
credit ratings, the financial condition of the company, current market
conditions and comparable securities.
Discounts and premiums on debt securities are accreted or amortized,
respectively, daily, into interest income on an effective yield to maturity
basis with a corresponding increase or decrease in the cost basis of the
security. Premiums and discounts related to certain mortgage-backed
securities are amortized or accreted in proportion to the monthly paydowns.
Interest income, including interest on income bearing cash accounts, is
recorded on an accrual basis, net of unrecoverable foreign taxes withheld at
the applicable country rates.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Trust becomes aware of the ex-dividend data in
the exercise of reasonable diligence.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency
Pioneer High Income Trust | Annual Report | 3/31/12 41
contracts, disposition of foreign currencies and the difference between the
amount of income accrued and the U.S. dollars actually received. Further, the
effects of changes in foreign currency exchange rates on investments are not
segregated in the Statement of Operations from the effects of changes in
market prices of those securities but are included with the net realized and
unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized gains or losses are recorded in
the Trust's financial statements. The Trust records realized gains and losses
at the time a portfolio hedge is offset by entry into a closing transaction
or extinguished by delivery of the currency. Risks may arise upon entering
into these contracts from the potential inability of counterparties to meet
the terms of the contracts and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar (see Note 6).
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by
federal and state tax authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal income
tax rules. Therefore, the sources of the Trust's distributions may be shown
in the accompanying financial statements as from or in excess of net
investment income or as from net realized gain (loss) on investment and
foreign currency transactions, or as from paid-in capital, depending on the
type of book/tax differences that may exist.
At March 31, 2012, the Trust reclassified $150,004 to increase undistributed
net investment income, $143,140 and to increase net realized loss on
investments and $6,864 to decrease paid-in capital to reflect permanent
book/tax differences. The reclassification has no impact on the net assets of
the Trust and presents the Trust's capital accounts on a tax basis.
At March 31, 2012 the Trust had a net capital loss carryforward of
$48,456,697 of which the following amounts will expire between 2018 and 2019
if not utilized: $46,339,287 in 2018 and $2,117,410 in 2019.
42 Pioneer High Income Trust | Annual Report | 3/31/12
The Trust has elected to defer $1,362,566 of capital losses recognized
between November 1, 2011 and March 31, 2012 to its fiscal year ending
March 31, 2013.
The tax character of distributions paid to common and preferred shareowners
during the years ended March 31, 2012 and March 31, 2011 was as follows:
-----------------------------------------------------------------------------
2012 2011
-----------------------------------------------------------------------------
Distribution paid from:
Ordinary income $46,558,750 $46,424,486
-----------------------------------------------------------------------------
Total taxable distribution $46,558,750 $46,424,486
=============================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2012.
-----------------------------------------------------------------------------
2012
-----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $15,214,430
Capital loss carryforward (48,456,697)
Post-October loss deferred (1,362,566)
Dividends payable (3,035)
Unrealized appreciation 12,846,558
----------------------------------------------------------------------------
Total $(21,761,310)
=============================================================================
The difference between book-basis and tax-basis unrealized appreciation is
primarily attributable to the tax deferral of losses on wash sales, the
realization for tax purposes of unrealized gains on certain foreign currency
contracts, the difference between book and tax amortization methods for
premiums and discounts on fixed income securities, the accrual of income on
securities in default, and other book/tax temporary differences.
E. Risks
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's shareowner reports issued from time to time. Please refer to those
documents when considering the Trust's principal risks. At times, the Trust's
investments may represent industries or industry sectors that are
interrelated or have common risks, making the Trust more susceptible to any
economic, political, or regulatory developments or other risks affecting
those industries and sectors.
Under normal market conditions, the Trust invests at least 80% of its assets
in below investment grade (high-yield) debt securities, loans and preferred
stocks. Because the Trust's investments are concentrated in high-yield
securities, the Trust is subject to risks of such securities. Below
investment grade
Pioneer High Income Trust | Annual Report | 3/31/12 43
securities are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal. The Trust's investments in certain foreign markets or countries
with limited developing markets may subject the Trust to a greater degree of
risk than in a developed market. These risks include disruptive political or
economic conditions and the possible imposition of adverse governmental laws
or currency exchange restrictions.
F. Repurchase Agreements
With respect to repurchase agreements entered into by the Trust, the value of
the underlying securities (collateral), including accrued interest, is
required to be equal to or in excess of the repurchase price. The collateral
for all repurchase agreements is held in safekeeping in the customer-only
account of the Trust's custodian or a subcustodian of the Trust. The Trust's
investment adviser, Pioneer Investment Management, Inc. (PIM), is responsible
for determining that the value of the collateral remains at least equal to
the repurchase price.
G. Securities Lending
The Trust may lend securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Trust typically receives cash collateral from the borrower
equal to at least the value of the securities loaned, which is invested in
temporary investments. Credit Suisse AG, New York Branch, as the Trust's
securities lending agent, manages the Trust's securities lending collateral.
The income earned on the investment of collateral is shared with the borrower
and the lending agent in payment of any rebate due to the borrower with
respect to the securities loan, and in compensation for the lending agent's
services to the Trust. The Trust also continues to receive payments in lieu
of dividends or interest on the securities loaned. Gain or loss on the value
of the loaned securities that may occur during the term of the loan will be
for the account of the Trust. The amount of the collateral is required to be
adjusted daily to reflect any price fluctuation in the value of the loaned
securities. If the required market value of the collateral is less than the
value of the loaned securities, the borrower is required to deliver
additional collateral for the account of the Trust prior to the close of
business on that day. The Trust has the right, under the lending agreement,
to terminate the loan and recover the securities from the borrower with prior
notice. The Trust is required to return the cash collateral to the borrower
and could suffer a loss if the value of the collateral, as invested, has
declined. At March 31, 2012, the Trust had no securities on loan.
44 Pioneer High Income Trust | Annual Report | 3/31/12
H. Automatic Dividend Reinvestment Plan
All common shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
Plan), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional common shares
of the Trust in lieu of cash. Shareowners may elect not to participate in the
Plan. Shareowners not participating in the Plan receive all dividends and
capital gain distributions in cash. Participation in the Plan is completely
voluntary and may be terminated or resumed at any time without penalty by
notifying American Stock Transfer & Trust Company, the agent for shareowners
in administering the Plan (the Plan Agent), in writing prior to any dividend
record date; otherwise such termination or resumption will be effective with
respect to any subsequently declared dividend or other distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate in
the Plan on the shareowner's behalf. If the firm or nominee does not offer
the Plan, dividends will be paid in cash to the shareowner of record. A firm
or nominee may reinvest a shareowner's cash dividends in common shares of the
Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional unissued
but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If, on
the payment date for any dividend, the net asset value per common share is
equal to or less than the market price per share plus estimated brokerage
trading fees (market premium), the Plan Agent will invest the dividend amount
in newly issued common shares. The number of newly issued common shares to be
credited to each account will be determined by dividing the dollar amount of
the dividend by the net asset value per common share on the date the shares
are issued, provided that the maximum discount from the then current market
price per share on the date of issuance does not exceed 5%. If, on the
payment date for any dividend, the net asset value per common share is
greater than the market value (market discount), the Plan Agent will invest
the dividend amount in common shares acquired in open-market purchases. There
are no brokerage charges with respect to newly issued common shares. However,
each participant will pay a pro rata share of brokerage trading fees incurred
with respect to the Plan Agent's open-market purchases. Participating in the
Plan does not relieve shareowners from any federal, state or local taxes
which may be due on dividends paid in any taxable year. Shareowners holding
Plan shares in a brokerage account may not be able to transfer the shares to
another broker and continue to participate in the Plan.
Pioneer High Income Trust | Annual Report | 3/31/12 45
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit),
manages the Trust's portfolio. Management fees payable under the Trust's
Advisory Agreement with PIM are calculated daily at the annual rate of 0.60% of
the Trust's average daily managed assets. "Managed assets" means (a) the total
assets of the Trust, including any form of investment leverage, minus (b) all
accrued liabilities incurred in the normal course of operations, which shall
not include any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility of the issuance of debt securities), (ii)
the issuance of preferred stock or other similar preference securities, and/or
(iii) any other means. For the year ended March 31, 2012, the net management
fee was 0.60% of the Trust's average daily managed assets, which was equivalent
to 0.84% of the Trust's average daily net assets 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, 2012, $280,152 was payable to PIM related to management costs,
administrative costs and certain other reimbursements and is included in "Due
to affiliates" on the Statement of Assets and Liabilities.
Effective September 1, 2010, PIM has retained State Street Bank and Trust
Company (State Street) to provide certain administrative and accounting
services to the Trust on its behalf. For such services, PIM pays State Street a
monthly fee at an annual rate of 0.07% of the Trust's average daily managed
assets up to $500 million and 0.03% for average daily managed assets in excess
of $500 million, subject to a minimum monthly fee of $10,000. Previously, PIM
had retained Princeton Administrators, LLC (Princeton) to provide such
services. PIM paid Princeton a monthly fee at an annual rate of 0.07% of the
Trust's average daily managed assets up to $500 million and 0.03% for average
daily managed assets in excess of $500 million, subject to a minimum monthly
fee of $10,000. Neither State Street nor Princeton received compensation
directly from the Trust for providing such services.
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), a wholly
owned indirect subsidiary of UniCredit, through a sub-transfer agency agreement
with American Stock Transfer & Trust Company, provides substantially all
transfer agent and shareowner services related to the Trust's common shares at
negotiated rates. Deutsche Bank Trust Company Americas (Deutsche Bank) is the
transfer agent, registrar, dividend paying agent and auction agent with respect
to the Trust's Auction Market Preferred Shares (AMPS). The Trust pays Deutsche
Bank an annual fee, as is agreed to from time to time by the Trust and Deutsche
Bank, for providing such services.
46 Pioneer High Income Trust | Annual Report | 3/31/12
In addition, the Trust reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareowner communications activities such as proxy and
statement mailings and outgoing phone calls.
4. Basis for Consolidation for the Pioneer High Income Trust
The consolidated financial statements of the Trust include the accounts of
Blaze Holding HINCT, Inc. ("the Subsidiary"). All intercompany accounts and
transactions have been eliminated in consolidation. The Subsidiary, a Delaware
corporation, was incorporated on February 10, 2011 and is wholly-owned and
controlled by the Trust. It is intended that the Trust will remain the sole
shareholder of, and will continue to control, the Subsidiary. The Subsidiary
acts as an investment vehicle for the Trust's interest in Blaze Recycling and
Metals LLC, Class A Units. As of March 31, 2012, the Subsidiary represented
approximately $918,466 or approximately 0.2% of the net assets applicable to
the common shareholders of the Trust.
5. Expense Offset Arrangement
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion
of the Trust's custodian expenses. For the year ended March 31, 2012, the Trust
expenses were not reduced under such arrangement.
6. Forward Foreign Currency Contracts
During the year ended March 31, 2012, the Trust entered into various forward
foreign currency contracts that obligate the Trust to deliver or take delivery
of currencies at specified future maturity dates. Alternatively, prior to the
settlement date of a forward foreign currency contract, the Trust may close
out such contract by entering into an offsetting contract. The average value
of contracts open during the year ended March 31, 2012 was $5,045,123. At
March 31, 2012, the Trust had no outstanding settlement contracts.
Open portfolio hedges at March 31, 2012, were as follows:
-------------------------------------------------------------------------------------------------------------
Net
Net Contracts to In Exchange Settlement Unrealized
Currency Receive/(Deliver) for US$ Date US$ Value Gain (Loss)
-------------------------------------------------------------------------------------------------------------
EURO (European Dollar) (8,489,238) $(11,206,077) 6/29/12 $(11,327,404) $(121,327)
GBP (Pound Sterling) (1,057,000) (1,680,992) 6/16/12 (1,689,492) (8,500)
-------------------------------------------------------------------------------------------------------------
Total $(129,827)
=============================================================================================================
Pioneer High Income Trust | Annual Report | 3/31/12 47
7. Unfunded Loan Commitments
As of March 31, 2012, the Trust had an unfunded loan commitment of $137,376
(excluding unrealized depreciation on this commitment of $6,525 as of March 31,
2012) which could be extended at the option of the borrower, pursuant to the
following loan agreement:
---------------------------------------------------------------------------------------
Borrower Par Cost Value Unrealized Loss
---------------------------------------------------------------------------------------
National Specialty
Hospitals, Inc., Delayed
Draw Term Loan $137,376 $137,376 $130,851 $(6,525)
---------------------------------------------------------------------------------------
There were no bridge loan commitments outstanding at March 31, 2012.
8. 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, 2012 and March 31, 2011 were as follows:
--------------------------------------------------------------------------------
3/31/12 3/31/11
--------------------------------------------------------------------------------
Shares outstanding at beginning of period 27,999,225 27,737,499
Reinvestment of distributions 213,938 261,726
--------------------------------------------------------------------------------
Shares outstanding at end of period 28,213,163 27,999,225
================================================================================
The Trust may classify or reclassify any unissued shares of beneficial interest
into one or more series of preferred shares of beneficial interest. As of March
31, 2012, 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 to be
reset every seven days based on the results of an auction. Dividends on Series
W28 are also cumulative at a rate to be reset every 28 days based on the
results of an auction. An auction fails if there are more AMPS offered for sale
than there are buyers. When an auction fails, the dividend rate for the period
will be the maximum rate on the auction dates described in the prospectus for
the AMPS. Preferred shareowners are not able to sell their AMPS at an auction
if the auction fails. Since February 2008, the Trust's auctions related to the
AMPS have failed. The maximum rate for each 7-day series is 150% of the 7 day
commercial paper rate. The maximum rate for the 28-day series is 150% of the 30
day commercial paper rate. Dividend rates on AMPS ranged from 0.030% to 0.242%
during the year ended March 31, 2012.
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
48 Pioneer High Income Trust | Annual Report | 3/31/12
or purchase, the Trust does not comply with the asset coverage ratios described
in the prospectus for the AMPS.
The AMPS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The AMPS are also subject to mandatory
redemption at $25,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Trust as set forth in the Statement of
Preferences are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. Holders of AMPS are also entitled to elect two
of the Trust's Trustees. In addition, the Investment Company Act of 1940, as
amended, requires that along with approval by shareowners that might otherwise
be required, the approval of the holders of a majority of any outstanding
preferred shares, voting separately as a class, would be required to (a) adopt
any plan of reorganization that would adversely affect the preferred shares and
(b) take any action requiring a vote of security holders, including, among
other things, changes in the Trust's subclassification as a closed-end
management investment company or changes in its fundamental investment
restrictions.
9. Additional Disclosures about Derivative Instruments and Hedging Activities:
Values of derivative instruments as of March 31, 2012 were as follows:
--------------------------------------------------------------------------------------------------------
Derivatives Not Accounted
for as Hedging Instruments Asset Derivatives 2012 Liabilities Derivatives 2012
Under Accounting Standards --------------------------------------------------------------------------
Codification (ASC) 815 Balance Sheet Location Value Balance Sheet Location Value
--------------------------------------------------------------------------------------------------------
Foreign Exchange Contracts Receivables $-- Payables $(129,827)
--------------------------------------------------------------------------------------------------------
Total $-- $(129,827)
========================================================================================================
Pioneer High Income Trust | Annual Report | 3/31/12 49
The effect of derivative instruments on the Statement of Operations for the
year ended March 31, 2012 was as follows:
------------------------------------------------------------------------------------------------------
Derivatives Not
Accounted for as
Hedging Instruments Change in
Under Accounting Location of Gain or Realized Gain or Unrealized Gain or
Standards Codification (Loss) on Derivatives (Loss) on Derivatives (Loss) on Derivatives
(ASC) 815 Recognized in Income Recognized in Income Recognized in Income
------------------------------------------------------------------------------------------------------
Forward Foreign Net realized gain on forward $487,660
Exchange Currency foreign currency contracts and
Contracts other assets and liabilities
denominated in foreign
currencies
------------------------------------------------------------------------------------------------------
Forward Foreign Change in net unrealized gain $(123,599)
Exchange Currency (loss) on forward foreign
Contracts currency contracts and other
assets and liabilities
denominated in foreign
currencies
------------------------------------------------------------------------------------------------------
10. Subsequent Events
The Board of Trustees of the Trust declared on April 4, 2012 a dividend from
undistributed net investment income of $0.1375 per common share payable April
30, 2012, to common shareowners of record on April 16, 2012.
Subsequent to March 31, 2012, dividends declared and paid on preferred shares
totaled $43,685 in aggregate for the three outstanding preferred share series
through May 23, 2012.
On May 2, 2012, Moody's announced that it placed all securities issued by
closed-end funds on review for a possible downgrade as a result of an update of
its rating methodology. If the ratings of the Trust's preferred securities were
downgraded, the Trust's financing costs may increase slightly. A more definite
determination of any potential impact cannot be made at this time.
50 Pioneer High Income Trust | Annual Report | 3/31/12
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 consolidated statement of assets and
liabilities of Pioneer High Income Trust (the "Trust"), including the
consolidated schedule of investments, as of March 31, 2012, and the related
consolidated statement of operations for the year then ended, the consolidated
statement of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the periods indicated therein.
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, 2012, by correspondence with
the custodian, 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 consolidated 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, 2012, the consolidated
results of its operations, changes in its net assets and financial highlights
for the year then ended, and the changes in its net assets for the two years in
the period then ended, and the financial highlights for the periods indicated
therein, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
May 24, 2012
Pioneer High Income Trust | Annual Report | 3/31/12 51
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's
investment objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which has not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
IMPORTANT TAX INFORMATION (unaudited)
The following information is provided with respect to the ordinary income
distributions paid by Pioneer High Income Trust during the fiscal year ended
March 31, 2012:
Interest-Related Dividends for Non-U.S. Residents 89.93%*
------------------
* Represents the portion of the taxable ordinary income dividends eligible for
tax exemption from U.S. withholding tax for nonresident aliens and foreign
corporations.
52 Pioneer High Income Trust | Annual Report | 3/31/12
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer High Income Trust (the Trust) pursuant to an investment advisory
agreement between PIM and the Trust. In order for PIM to remain the investment
adviser of the Trust, the Trustees of the Trust must determine annually whether
to renew the investment advisory agreement for the Trust.
The contract review process began in March 2011 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the
process. In July 2011, the Trustees approved the format of the contract review
materials and submitted their formal request to PIM to furnish information
necessary to evaluate the terms of the investment advisory agreement. The
contract review materials were provided to the Trustees in July 2011 and
September 2011. After reviewing and discussing the materials, the Trustees
submitted a request for additional information to PIM, and materials were
provided in response to this request. Meetings of the Independent Trustees of
the Trust were held in July, September, October, and November, 2011 to review
and discuss the contract review materials. In addition, the Trustees took into
account the information related to the Trust provided to the Trustees at each
regularly scheduled meeting.
At a meeting held on November 29, 2011, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Trust,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Trust, taking into account the investment objective
and strategy of the Trust. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for
the Trust, its research process and its process for trade execution. The
Trustees considered the resources of PIM and the personnel of PIM who provide
investment management services to the Trust. The Trustees considered the
non-investment resources and personnel of PIM involved in PIM's services to the
Trust, including PIM's compliance and legal resources and personnel. The
Trustees also considered the substantial attention and high priority given by
PIM's senior management to the Pioneer fund complex. In addition, the
Pioneer High Income Trust | Annual Report | 3/31/12 53
Trustees considered PIM's plans to increase resources in its investment
management function and other enhancements to PIM's advisory capabilities.
The Trustees considered that PIM supervises and monitors the performance of the
Trust's service providers and provides the Trust with personnel (including
Trust officers) and other resources that are necessary for the Trust's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Trust's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been provided by PIM to the Trust were
satisfactory and consistent with the terms of the investment advisory
agreement.
Performance of the Trust
The Trustees considered the performance results of the Trust over various time
periods. They reviewed information comparing the Trust's performance with the
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, 2011. (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 considered that the Trust's twelve month average gross
portfolio yield (using month end 30 day effective yields) exceeded the twelve
month average yield of the Trust's benchmark index. The Trustees also reviewed
data provided by PIM showing how leverage had benefited the Trust's common
shareholders. 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 rate (based on managed
assets) for the twelve months ended June 30, 2011 was in the second 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 (based on managed assets) for the twelve months ended
June 30, 2011 was in the first quintile relative to its Strategic Insight peer
group for the comparable period.
54 Pioneer High Income Trust | Annual Report | 3/31/12
The Trustees reviewed gross and net management fees charged by PIM to its
institutional and other clients, including publicly offered European funds,
U.S. registered investment companies (in a sub-advisory capacity), and
unaffiliated foreign and domestic separate accounts. The Trustees also
considered PIM's costs in providing services to the Trust and to its other
clients and considered the differences in management fees and profit margins
for PIM's Trust and non-Trust services. In evaluating the fees associated with
PIM's client accounts, the Trustees took into account the respective demands,
resources and complexity associated with the Trust and client accounts. The
Trustees noted that in some instances the fee rates for those clients were
lower than the management fee for the Trust and considered that, under the
investment advisory agreement with the Trust, PIM performs additional services
for the Trust that it does not provide to those other clients or services that
are broader in scope, including oversight of the Trust's other service
providers and activities related to compliance and the extensive regulatory and
tax regimes to which the Trust is subject. The Trustees also considered the
different entrepreneurial risks associated with PIM's management of the Trust
and the other client accounts. The Trustees concluded that the management fee
payable by the Trust to PIM was reasonable in relation to the nature and
quality of the services provided by PIM.
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-fund businesses.
The Trustees considered PIM's profit margins with respect to the Trust in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
concluded that PIM's profitability with respect to the management of the Trust
was not unreasonable.
Economies of Scale
The Trustees considered the extent to which PIM may realize economies of scale
or other efficiencies in managing and supporting the Trust. Since the Trust is
a closed-end fund that has not raised additional capital, the Trustees
concluded that economies of scale were not a relevant consideration in the
renewal of the investment advisory agreement.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with
the Trust. The Trustees considered the character and amount of fees paid by the
Trust, other than under the investment advisory agreement, for services
Pioneer High Income Trust | Annual Report | 3/31/12 55
provided by PIM and its affiliates. The Trustees further considered the
revenues and profitability of PIM's businesses other than the fund business.
The Trustees 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.
Conclusion
After consideration of the factors described above as well as other factors,
the Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Trust, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Trust.
56 Pioneer High Income Trust | Annual Report | 3/31/12
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
State Street Bank and Trust Company
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at us.pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Trust's Trustees and officers are listed on the following pages, together
with their principal occupations during at least the past five years. Trustees
who are interested persons of the Trust within the meaning of the 1940 Act are
referred to as Interested Trustees. Trustees who are not interested persons of
the Trust are referred to as Independent Trustees. Each of the Trustees, except
Mr. West, serves as a trustee of each of the 56 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer
Funds"). Mr. West serves as a trustee of 44 U.S. registered investment
portfolios for which Pioneer serves as investment adviser. The address for all
Trustees and all officers of the Trust is 60 State Street, Boston,
Massachusetts 02109.
The Statement of Additional Information of the Trust includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer High Income Trust | Annual Report | 3/31/12 57
Interested Trustees
--------------------------------------------------------------------------
Position Held Term of Office and
Name and Age With the Trust Length of Service
--------------------------------------------------------------------------
John F. Cogan, Jr. (85)* Chairman of the Class II Trustee since
Board, Trustee and 2002. Term expires
President in 2013. Elected by
Preferred Shares only.
--------------------------------------------------------------------------
Daniel K. Kingsbury (53)* Trustee and Class III Trustee since
Executive Vice 2007. Term expires
President in 2014.
--------------------------------------------------------------------------
Interested Trustees
------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (85)* Non-Executive Chairman and a director of Pioneer Investment None
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) (until October 2011);
President and a director of Pioneer Alternative Investment
Management (Bermuda) Limited and affiliated funds; Deputy
Chairman and a director of Pioneer Global Asset Management S.p.A.
("PGAM") (until April 2010); Director of PIOGLOBAL Real Estate
Investment Fund (Russia) (until June 2006); Director of Nano-C,
Inc. (since 2003); Director of Cole Management Inc. (2004 -
2011); Director of Fiduciary Counseling, Inc. (until December
2001); President and Director of Pioneer Funds Distributor, Inc.
("PFD") (until May 2006); President of all of the Pioneer Funds;
and Retired Partner, Wilmer Cutler Pickering Hale and Dorr LLP
------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (53)* Director, CEO and President of PIM-USA (since February 2007); None
Director and President of Pioneer and Pioneer Institutional
Asset Management, Inc. (since February 2007); Executive Vice
President of all of the Pioneer Funds (since March 2007);
Director of PGAM (2007 - 2010); Head of New Europe Division,
PGAM (2000 - 2005); and Head of New Markets Division, PGAM
(2005 - 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.
58 Pioneer High Income Trust | Annual Report | 3/31/12
Independent Trustees
--------------------------------------------------------------
Position Held Term of Office and
Name and Age With the Trust Length of Service
--------------------------------------------------------------
David R. Bock (68) Trustee Class II Trustee since
2005. Term expires
in 2013.
--------------------------------------------------------------
Mary K. Bush (63) Trustee Class I Trustee since
2002. Term expires
in 2012.
Independent Trustees
-----------------------------------------------------------------------------------------
Name and Age Principal Occupation
-----------------------------------------------------------------------------------------
David R. Bock (68) Managing Partner, Federal City Capital Advisors (corporate
advisory services company) (1997 - 2004 and 2008 - present);
Interim Chief Executive Officer, Oxford Analytica, Inc. (privately
held research and consulting company) (2010); Executive Vice
President and Chief Financial Officer, I-trax, Inc. (publicly traded
health care services company) (2004 - 2007); and Executive
Vice President and Chief Financial Officer, Pedestal Inc. (internet-
based mortgage trading company) (2000 - 2002)
-----------------------------------------------------------------------------------------
Mary K. Bush (63) Chairman, Bush International, LLC (international financial
advisory firm) (1991 - present); Senior Managing Director, Brock
Capital Group, LLC (strategic business advisors) (2010 -
present); Managing Director, Federal Housing Finance Board
(oversight of Federal Home Loan Bank system) (1989 - 1991);
Vice President and Head of International Finance, Federal
National Mortgage Association (1988 - 1989); U.S. Alternate
Executive Director, International Monetary Fund (1984 - 1988);
Executive Assistant to Deputy Secretary of the U.S. Treasury,
U.S. Treasury Department (1982 - 1984); and Vice President
and Team Leader in Corporate Banking, Bankers Trust Co.
(1976 - 1982)
Independent Trustees
--------------------------------------------------------------------------------
Other Directorships
Name and Age Held by Trustee
--------------------------------------------------------------------------------
David R. Bock (68) Director of Enterprise Community Investment, Inc.
(privately held affordable housing finance company) (1985 -
2010); Director of Oxford Analytica, Inc. (2008 - present);
Director of The Swiss Helvetia Fund, Inc. (closed-end fund)
(2010 - present); and Director of New York Mortgage Trust
(publicly traded mortgage REIT) (2004 - 2009, 2012 -
present)
--------------------------------------------------------------------------------
Mary K. Bush (63) Director of Marriott International, Inc. (2008 - present);
Director of Discover Financial Services (credit card issuer
and electronic payment services) (2007 - present); Former
Director of Briggs & Stratton Co. (engine manufacturer)
(2004 - 2009); Former Director of UAL Corporation (airline
holding company) (2006 - 2010); Director of ManTech
International Corporation (national security, defense, and
intelligence technology firm) (2006 - present);
Pioneer High Income Trust | Annual Report | 3/31/12 59
Independent Trustees (continued)
----------------------------------------------------------------------
Position Held Term of Office and
Name and Age With the Trust Length of Service
----------------------------------------------------------------------
Mary K. Bush (continued)
----------------------------------------------------------------------
Benjamin M. Friedman (67) Trustee Class III Trustee since
2008. Term expires
in 2014.
----------------------------------------------------------------------
Margaret B.W. Graham (64) Trustee Class III Trustee since
2002. Term expires
in 2014.
----------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (continued) Member, Board of Governors, Investment
Company Institute (2007 - present);
Member, Board of Governors, Independent
Directors Council (2007 - present);
Former Director of Brady Corporation
(2000 - 2007); Former Director of
Mortgage Guaranty Insurance Corporation
(1991 - 2006); Former Director of
Millennium Chemicals, Inc. (commodity
chemicals) (2002 - 2005); Former
Director, R.J. Reynolds Tobacco Holdings,
Inc. (tobacco) (1999 - 2005); and
Former Director of Texaco, Inc.
(1997 - 2001)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (67) William Joseph Maier Professor of Political Economy, Harvard Trustee, Mellon Institutional Funds
University (1972 - present) Investment Trust and Mellon Institutional
Funds Master Portfolio (oversaw 17
portfolios in fund complex) (1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (64) Founding Director, Vice President and Corporate Secretary, None
The Winthrop Group, Inc. (consulting firm) (1982 - present);
Desautels Faculty of Management, McGill University (1999 -
present); and Manager of Research Operations and
Organizational Learning, Xerox PARC, Xerox's Advance
Research Center (1990 - 1994)
------------------------------------------------------------------------------------------------------------------------------------
60 Pioneer High Income Trust | Annual Report | 3/31/12
--------------------------------------------------------------------
Position Held Term of Office and
Name and Age With the Trust Length of Service
--------------------------------------------------------------------
Thomas J. Perna (61) Trustee Class I Trustee since
2006. Term expires
in 2012.
--------------------------------------------------------------------
Marguerite A. Piret (63) Trustee Class I Trustee since
2002. Term expires
in 2012. Elected by
Preferred Shares only.
--------------------------------------------------------------------
Stephen K. West (83) Trustee Class II Trustee since
2002. Term expires
in 2013.
--------------------------------------------------------------------
----------------------------------------------------------------------------------------
Name and Age Principal Occupation
----------------------------------------------------------------------------------------
Thomas J. Perna (61) Chairman and Chief Executive Officer, Quadriserv, Inc.
(technology products for securities lending industry)
(2008 - present); private investor (2004 - 2008); and
Senior Executive Vice President, The Bank of New York
(financial and securities services) (1986 - 2004)
----------------------------------------------------------------------------------------
Marguerite A. Piret (63) President and Chief Executive Officer, Newbury, Piret
& Company, Inc. (investment banking firm) (1981 - present)
----------------------------------------------------------------------------------------
Stephen K. West (83) Senior Counsel, Sullivan & Cromwell LLP (law firm) (1998 -
present); and Partner, Sullivan & Cromwell LLP (prior to 1998)
----------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Directorships
Name and Age Held by Trustee
--------------------------------------------------------------------------------
Thomas J. Perna (61) Director, Broadridge Financial Solutions, Inc.
(investor communications and securities processing
provider for financial services industry) (2009 -
present); Director, Quadriserv, Inc. (2005 -
present); and Commissioner, New Jersey State Civil
Service Commission (2011 - present)
--------------------------------------------------------------------------------
Marguerite A. Piret (63) Director of New America High Income Fund, Inc.
(closed-end investment company) (2004 - present); and
member, Board of Governors, Investment Company
Institute (2000 - 2006)
--------------------------------------------------------------------------------
Stephen K. West (83) Director, The Swiss Helvetia Fund, Inc. (closed-end
investment company); and Director, Invesco, Ltd.
(formerly AMVESCAP, PLC) (investment manager) (1997 -
2005)
--------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/12 61
Trust Officers
--------------------------------------------------------------------------------
Position Held Length of Service and
Name and Age With the Trust Term of Office
--------------------------------------------------------------------------------
Christopher J. Kelley (47) Secretary Since 2010. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Carol B. Hannigan (51) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Thomas Reyes (49) Assistant Secretary Since 2010. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Mark E. Bradley (52) Treasurer Since 2008. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Luis I. Presutti (47) Assistant Treasurer Since 2002. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Gary Sullivan (54) Assistant Treasurer Since 2002. Serves at
the discretion of the
Board.
--------------------------------------------------------------------------------
Trust Officers
---------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Officer
---------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (47) Vice President and Associate General Counsel of Pioneer since None
January 2008 and Secretary of all of the Pioneer Funds since
June 2010; Assistant Secretary of all of the Pioneer Funds from
September 2003 to May 2010; and Vice President and Senior
Counsel of Pioneer from July 2002 to December 2007
---------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (51) Fund Governance Director of Pioneer since December 2006 and None
Assistant Secretary of all the Pioneer Funds since June 2010;
Manager -- Fund Governance of Pioneer from December 2003 to
November 2006; and Senior Paralegal of Pioneer from January
2000 to November 2003
---------------------------------------------------------------------------------------------------------------------
Thomas Reyes (49) Counsel of Pioneer since June 2007 and Assistant Secretary of None
all the Pioneer Funds since June 2010; and Vice President and
Counsel at State Street Bank from October 2004 to June 2007
---------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (52) Vice President -- Fund Accounting, Administration and None
Controllership Services of Pioneer; Treasurer of all of the
Pioneer Funds since March 2008; Deputy Treasurer of Pioneer
from March 2004 to February 2008; and Assistant Treasurer
of all of the Pioneer Funds from March 2004 to February 2008
---------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (47) Assistant Vice President -- Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
---------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Fund Accounting Manager -- Fund Accounting, Administration None
and Controllership Services of Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
---------------------------------------------------------------------------------------------------------------------
62 Pioneer High Income Trust | Annual Report | 3/31/12
----------------------------------------------------------------------
Position Held Length of Service and
Name and Age With the Trust Term of Office
----------------------------------------------------------------------
David F. Johnson (32) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board.
----------------------------------------------------------------------
Jean M. Bradley (59) Chief Compliance Since 2010. Serves at
Officer the discretion of the
Board.
----------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation Held by this Officer
------------------------------------------------------------------------------------------------------------------
David F. Johnson (32) Fund Administration Manager -- Fund Accounting, Administration None
and Controllership Services since November 2008; Assistant
Treasurer of all of the Pioneer Funds since January 2009; and
Client Service Manager -- Institutional Investor Services at State
Street Bank from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (59) Chief Compliance Officer of Pioneer and of all the Pioneer Funds None
since March 2010; Director of Adviser and Portfolio Compliance
at Pioneer since October 2005; and Senior Compliance Officer
for Columbia Management Advisers, Inc. from October 2003 to
October 2005
------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/12 63
This page for your notes.
64 Pioneer High Income Trust | Annual Report | 3/31/12
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/12 65
This page for your notes.
66 Pioneer High Income Trust | Annual Report | 3/31/12
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/12 67
This page for your notes.
68 Pioneer High Income Trust | Annual Report | 3/31/12
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site us.pioneerinvestments.com.
The Trust files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at www.sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
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 (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
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
$42,086 in 2012 and $42,086 in 2011.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
Audit related fees for the Trust's audit related
services totaled approximately $9,652 and $9,652 in
2012 and 2011, respectively.
(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 $8,290 for
2012 and 2011, 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.
Audit-Related Fees and Other Fees
Audit related fees for the Trust's audit related
services totaled approximately $9,652 and $9,652 in
2012 and 2011, respectively.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into
on or after May 6, 2003, the effective date of the new
SEC pre-approval rules, the Trust's audit committee is
required to pre-approve services to affiliates defined by
SEC rules to the extent that the services are determined
to have a direct impact on the operations or financial
reporting of the Trust. For the years ended March 31,
2012 and 2011, 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 $17,942 in
2011 and $17,942 in 2010.
(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 Trust's audit committee of the Board of Trustees has
considered whether the provision of non-audit services
that were rendered to the Affiliates (as defined) that were
not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining
the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
The registrant has a separately-designated standing audit
committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
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Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
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Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
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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.
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o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
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.
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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.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
16
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
HIGH INCOME TRUST
-----------------
PORTFOLIO MANAGEMENT
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS. The table below indicates,
for each 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, 2012. 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 MANAGER TYPE OF ACCOUNT NUMBER OF ACCOUNTS MANAGED
------------------------- --------------- --------------------------
TOTAL ASSETS MANAGED NUMBER OF ACCOUNTS MANAGED FOR WHICH ADVISORY FEE IS
-------------------- ----------------------------------------------------
PERFORMANCE-BASED ASSETS MANAGED FOR WHICH ADVISORY FEE IS PERFORMANCE-BASED
----------------- ----------------------------------------------------------
Andrew Feltus
-------------
Other Registered Investment Companies 6 $5,742,747,000 N/A
------------------------------------- - -------------- ---
N/A
---
Other Pooled Investment Vehicles 3 $4,184,922,000 N/A N/A
-------------------------------- - -------------- --- ---
Other Accounts 1 $548,251,000 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.
- A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public offering
that was expected to appreciate in value significantly shortly after the
offering was allocated to a single account, that account may be expected to have
better investment performance than other accounts that did not receive an
allocation of the initial public offering. Generally, investments for which
there is limited availability are allocated based upon a range of factors
including available cash and consistency with the accounts' investment
objectives and policies. This allocation methodology necessarily involves some
subjective elements but is intended over time to treat each client in an
equitable and fair manner. Generally, the investment opportunity is allocated
among participating accounts on a pro rata basis. Although Pioneer believes
that its practices are reasonably designed to treat each client in an equitable
and fair manner, there may be instances where a fund may not participate, or may
participate to a lesser degree than other clients, in the allocation of an
investment opportunity.
- 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.
- 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.
- 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.
- 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:
- QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment
performance calculation is based on pre-tax investment performance of all of the
accounts managed by the portfolio manager (which includes the fund and any other
accounts managed by the portfolio manager) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending on
December 31. The accounts, which include the fund, are ranked against a group of
mutual funds with similar investment objectives and investment focus (60%) and a
broad-based securities market index measuring the performance of the same type
of securities in which the accounts invest (40%), which, in the case of the
fund, is the Bank of America Merrill Lynch High Yield Master II Index. As a
result of these two benchmarks, the performance of the portfolio manager for
compensation purposes is measured against the criteria that are relevant to the
portfolio manager's competitive universe.
- 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.
- PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial
performance, as well as the investment performance of its investment management
group, affect a portfolio manager's actual bonus by a leverage factor of plus or
minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER. The following table indicates as of March
31, 2012 the value, within the indicated range, of shares beneficially owned by
the portfolio manager of the fund.
NAME OF PORTFOLIO MANAGER BENEFICIAL OWNERSHIP OF THE FUND*
------------------------- ---------------------------------
Andrew Feltus C
------------- -
*Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date May 30, 2012
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, 2012
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date May 30, 2012
* Print the name and title of each signing officer under his or her signature.