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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, 2012 through March 31, 2013
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, 2013
--------------------------------------------------------------------------------
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 10
Prices and Distributions 11
Performance Update 12
Schedule of Investments 13
Financial Statements 40
Notes to Financial Statements 45
Report of Independent Registered Public Accounting Firm 57
Approval of Investment Advisory Agreement 59
Trustees, Officers and Service Providers 63
Pioneer High Income Trust | Annual Report | 3/31/13 1
President's Letter
Dear Shareowner,
Pioneer continues to see only modest economic growth in the U.S. Employment
continues to rise, albeit slowly, and we believe it will continue to do so in
2013, barring a negative shock to the system. The housing and auto sectors
continue to recover, benefiting from record-low interest rates. Banks'
willingness to lend to consumers and businesses also continues to rise, broad
measures of inflation remain subdued, and, if the weather cooperates in 2013,
food prices should come back down. And, while corporate profit growth has
slowed, profits remain high and many U.S. companies continue to both pay and
increase dividends*. Offsetting some of these positives are the continued
contraction of fiscal policy in Washington and a recessionary Europe.
The Federal Reserve's aggressive monetary policy has driven Treasury yields to
generational lows and supported investments in all financial assets, including
equities and high-yield corporate bonds. For example, the Standard & Poor's 500
Index (the S&P 500), a broad measure of the U.S. stock market, returned 15.99%
for the full calendar year ended December 31, 2012, and the Bank of America
Merrill Lynch High Yield Master II Index (the High Yield Index), which measures
the performance of high-yield corporate bonds, returned 15.59% for the same
12-month period. On the other hand, the Barclays Aggregate Bond Index (the
Aggregate Index), which tracks the performance of a higher-quality bond
universe, gained 4.22% for the 12 months ended December 31, 2012; the
safer-still Barclays Government Credit Index (the Government/Credit Index)
returned 4.82%; and 3-month Treasury bills, generally regarded as essentially
"risk free" by the markets, returned just 0.09% in 2012. "Risky" assets
outperformed again in the first quarter of 2013, as the S&P 500 returned 10.60%
and the High Yield Index returned 2.89%. In contrast, the Aggregate Index
returned -0.12% in the first quarter, the Government Credit Index returned
-0.16%, and Treasury bills returned 0.02%.
Despite generally improving economic conditions and a rising stock market,
global economies and investors still face daunting challenges as 2013 moves
forward, although we remain cautiously optimistic. U.S. fiscal policy remains
unsettled, and we feel the U.S. government could be at risk of credit rating
downgrades from one or more of the major ratings agencies if the uncertainties
persist. The Federal Reserve continues to provide extraordinary support to the
U.S. economy and the bond market, but will not do so indefinitely. Europe has
made progress, but has not yet resolved its sovereign-debt/banking problem, nor
has the region been able to exit recession. Japan recently has unveiled
aggressive and unconventional monetary and fiscal policies, but the country
* Dividends are not guaranteed.
2 Pioneer High Income Trust | Annual Report | 3/31/13
continues to face issues such as high levels of debt as well as an aging
population. China and other emerging economies, while generally in better shape
than most "developed" markets, also face a range of challenges.
While most of the risks outlined here are widely recognized and may already be
"priced in" to the market, we believe investors should continue to expect market
volatility.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification does not assure a
profit or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. 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, keeping in mind that there is no single best strategy that
works for every investor.
Pioneer's investment teams have, since 1928, sought out attractive opportunities
in global equity and bond markets, using in-depth research to identify
undervalued individual securities, and using thoughtful risk management to
construct portfolios which balance potential risks and reward in an
ever-changing world.
We encourage 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 | 3/31/13 3
Portfolio Management Discussion | 3/31/13
Higher-yielding, credit-sensitive securities generated solid returns during the
12-month period ended March 31, 2013, after overcoming investors' early concerns
about the strength and durability of the economic recovery. In the following
interview, Andrew Feltus discusses the factors that influenced the performance
of Pioneer High Income Trust during the 12-month period ended March 31, 2013.
Mr. Feltus, senior vice president and portfolio manager at Pioneer and a member
of Pioneer's fixed-income team, is responsible for day-to-day management of the
Trust.
Q How did the Trust perform during the 12-month period ended March 31, 2013?
A Pioneer High Income Trust returned 17.00% at net asset value and 12.65% at
market price during the 12-month period ended March 31, 2013. During the
same 12-month period, the Trust's benchmark, the Bank of America Merrill
Lynch (BofA ML) High Yield Master II Index, returned 13.11%. The BofA ML
High Yield Master II Index is a commonly accepted measure of the
performance of high-yield securities. Unlike the Trust, the BofA ML High
Yield Master II does not use leverage. While the use of leverage
increases investment opportunity, it also increases investment risk.
During the same 12-month period, the average return (at market price) of
the 38 closed-end funds in Lipper's High Current Yield Closed End Funds
category (which may or may not be leveraged), was 16.67%.
The shares of the Trust were selling at a 19.3% premium to net asset value
at the end of the 12-month period on March 31, 2013.
On March 31, 2013, the standardized 30-day SEC yield on the Trust's shares
was 9.55%.
Q How would you describe the investment environment during the 12-month
period ended March 31, 2013?
A The overall backdrop for high-yield investing was very supportive during
virtually the entire 12-month period, despite a slump that occurred shortly
after the period began in April 2012, amid investors' worries about the
confluence of several factors. The factors included concerns about the
strength of the economy in the United States, slowing economic growth in
China, and sovereign-debt problems in Europe.
The market downturn continued through much of the summer of 2012, until the
central banks-particularly the European Central Bank (ECB) and the U.S.
Federal Reserve System (the Fed)- announced plans to stimulate
4 Pioneer High Income Trust | Annual Report | 3/31/13
economic growth and encourage job creation. The ECB announced in August
2012 that it could become more active in buying the short-term debt of
peripheral European nations, including Greece and Spain, in an effort to
keep borrowing rates low for national governments on the Continent. Shortly
after that, the Fed announced its third round of quantitative easing in an
effort to encourage lower long-term interest rates through the purchasing
of mortgage-backed securities in the open market. Additionally, monetary
authorities in China announced that they also were lowering short-term
interest rates and easing credit conditions. The central banks'
announcements helped trigger a sharp rally in the financial markets, and
high-yield and other credit-sensitive securities.
The central banks' announcements helped trigger a sharp rally in the
financial markets, and high-yield and other credit-sensitive securities
performed very well in the months that followed.
The subsequent resurgence in the credit markets took on more momentum when
signs of economic strengthening in China appeared during the final quarter
of 2012. Strong growth trends in select emerging markets further encouraged
confidence among investors as 2012 came to a close.
Global economic data was somewhat mixed during the first quarter of 2013,
but the markets reacted favorably when the elections in Japan brought a new
national government, one which favored more aggressive economic stimulus
through government and central bank intervention. The first of the new
policies featured a more accommodative monetary stance by the Bank of
Japan, to which a new governor was appointed.
In the United States, meanwhile, progress in the manufacturing and housing
sectors strengthened investors' confidence. While the markets did worry
about how political disagreements over the country's fiscal policy could
affect the U.S. economy, temporary measures agreed upon by Congress and the
President calmed fears enough to allow the rally in credit-sensitive
securities to continue through the end of the 12-month period. In addition,
the markets seemed to take comfort from signs of increased fiscal
consolidation by the U.S. government at a time when the private sector
appeared to be strengthening.
Q How did the market environment and your investment strategies affect the
Trust's performance during the 12-month period ended March 31, 2013?
A The rising market environment helped lift the values of many of the Trust's
high-yield bond holdings during the 12-month period. At the same time, our
use of leverage, or borrowed funds, helped to amplify the benefits the
Trust realized from the rising market. We maintained a portfolio of
Pioneer High Income Trust | Annual Report | 3/31/13 5
seasoned bonds that we had selected based upon Pioneer's fundamental
research and analysis processes. We tended to have little turnover in the
Trust's portfolio during the period, except for circumstances where older
bonds reached their maturity dates and we needed to replace them in the
portfolio with newer investments, or when we thought an individual security
might no longer meet our investment criteria for the Trust.
At the end of the period, on March 31, 2013, U.S. high-yield corporate
bonds accounted for 57% of the Trust's total investment portfolio, while
international high-yield securities represented another 13%. Emerging
market securities accounted for 6% of the Trust's total investment
portfolio as of period end, and U.S. investment-grade debt represented
another 3%. The Trust also had slightly more than 4% of its total
investment portfolio held in convertible bonds as of March 31, 2013. We
also had invested the Trust in select convertible securities during the
period, in cases where we saw opportunities for the Trust to participate in
potential rallies in the prices of stocks of financially strong companies.
Q What individual investments had the biggest effect on the Trust's
performance during the 12-month period ended March 31, 2013?
A The Trust's holdings in the materials sector fared especially well during
the period, including two different portfolio investments related to global
chemical company Lyondell Basell, which is based in The Netherlands. The
investments included stock that the Trust had acquired during the
corporation's restructuring as well as bonds issued by the affiliated
Basell Chemical company. The bonds' credit ratings were upgraded from high-
yield to investment-grade during the 12-month period. The Trust's
investments in the homebuilding industry also performed well during the
period. The most notable contributor among the Trust's homebuilding
holdings was the debt of Beazer Homes USA, which increased in value during
the period as the housing sector appeared to start recovering. Fast-food
chain Burger King prepared to issue a stock offering during the 12-month
period, driving the value of its bonds to appreciate and boosting the
Trust's performance. Meanwhile, the Trust's holdings of securities issued
by Appleton Papers, a producer of specialty coated papers, increased in
value during the period in anticipation of a new tender offer for the
company's outstanding debt.
Disappointing investments held by the Trust during the 12-month period
included the bonds of James River Coal, which lost value as demand for coal
weakened, and the debt of Suntech, a Chinese solar energy equipment firm,
which missed paying off its matured bonds as the company was attempting to
reorganize itself outside bankruptcy court. The Trust did have one position
that defaulted during the fiscal year ended March 31, 2013: the
6 Pioneer High Income Trust | Annual Report | 3/31/13
bonds of KV Pharmaceutical, a drug manufacturer. The company has been
attempting to reorganize its finances in bankruptcy court. The bonds, which
the Trust's portfolio still owns, recently have been appreciating in value
in anticipation of the conclusion of KV's bankruptcy proceedings.
Q How did the level of leverage in the Trust change over the 12-month period
ended March 31, 2013?
A At the end of the 12-month period, 27.2% of the Trust's total managed
assets were financed by leverage, compared with 28.5% at the start of the
period on April 1, 2012. The decrease was due to fluctuations in the values
of securities in which the Trust had invested.
Q What is your outlook?
A We believe overall economic growth will continue to be modest, which should
allow the Fed as well as other major central banks to continue their
accommodative, low-interest-rate policies. In the U.S., we anticipate that
the Fed will maintain its policy of quantitative easing. To be sure,
current values in the fixed-income market are not compelling, as yields
have fallen and prices have risen in virtually all sectors. U.S.
Treasuries, in particular, are now showing negative real yields (when
inflation is taken into consideration), and Treasury prices appear high. In
this environment, we believe that securities that come with some credit
risk are likely to continue to outperform Treasuries. In addition, some
emerging market currencies look appealing.
Going forward, we think individual security selection is likely to become
an even more important factor in achieving solid performance in the
fixed-income market. We believe that scenario should play to Pioneer's
strengths, as we always place great emphasis on the analysis of the
business fundamentals and credit-worthiness of individual companies.
The Trust continues to earn its dividend, which it pays out to
shareholders. Investors should bear in mind, however, that as the
portfolio's bond holdings reach their maturity dates and are retired, the
Trust is not likely to be able to acquire attractive investments paying
similar yields. As a result, the income potential of the Trust could be
affected over the longer term, and that could negatively affect the level
of income paid in dividends.
Pioneer High Income Trust | Annual Report | 3/31/13 7
Please refer to the Schedule of Investments on pages 13-39 for a full listing of
Trust securities.
Investments in high-yield or lower-rated securities are subject to greater-than-
average risk.
The Trust may invest in securities of issuers that are in default or that are in
bankruptcy.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
When interest rates rise, the prices of fixed-income securities in the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities in the Trust will generally rise.
Investments in the Trust are subject to possible loss due to the financial
failure of the issuers of the underlying securities and their inability to meet
their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the times
when the Trust believes it is desirable to do so, and their market price is
generally more volatile 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.
8 Pioneer High Income Trust | Annual Report | 3/31/13
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.
Pioneer High Income Trust | Annual Report | 3/31/13 9
Portfolio Summary | 3/31/13
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 80.8%
Convertible Bonds & Notes 4.3%
Senior Secured Floating Rate Loan Interests 3.3%
Tax Exempt Obligations 3.2%
Temporary Cash Investments 3.0%
Common Stocks 1.5%
Asset Backed Securities 1.0%
Preferred Stocks 0.9%
Sovereign Debt Obligations 0.6%
Collateralized Mortgage Obligations 0.5%
Convertible Preferred Stock 0.5%
Municipal Collateralized Debt Obligation 0.4%
Rights/Warrants 0.0%*
*Rounds to less than 0.1%.
Portfolio Maturity
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
0-2 years 7.4%
2-5 years 35.9%
5-7 years 29.3%
7-10 years 12.2%
10-20 years 9.3%
20+ years 5.9%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)**
1. Chrysler Group LLC/CG Co-Issuer, Inc., 8.0%, 6/15/19 1.24%
--------------------------------------------------------------------------------
2. Charlotte Special Facilities Revenue, 5.6%, 7/1/27 1.19
--------------------------------------------------------------------------------
3. Allmerican Financial Corp., 7.625%, 10/15/25 1.17
--------------------------------------------------------------------------------
4. Southern States Cooperative, Inc., 11.25%, 5/15/15 (144A) 1.12
--------------------------------------------------------------------------------
5. Mueller Water Products, Inc., 7.375%, 6/1/17 1.00
--------------------------------------------------------------------------------
6. HUB International, Ltd., 8.125%, 10/15/18 (144A) 0.97
--------------------------------------------------------------------------------
7. Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) 0.90
--------------------------------------------------------------------------------
8. Stanadyne Holdings, Inc., 10.0%, 8/15/14 0.89
--------------------------------------------------------------------------------
9. Pegasus Solutions, Inc., 13.0%, 4/15/14 (144A) 0.88
--------------------------------------------------------------------------------
10. New Jersey Economic Development Authority Revenue, 7.0%, 11/15/30 0.86
--------------------------------------------------------------------------------
** 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.
10 Pioneer High Income Trust | Annual Report | 3/31/13
Prices and Distributions | 3/31/13
Market Value per Common Share
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--------------------------------------------------------------------------------
3/31/13 3/31/12
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$16.97 $16.66
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Premium 19.3% 23.9%
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Net Asset Value per Common Share
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--------------------------------------------------------------------------------
3/31/13 3/31/12
--------------------------------------------------------------------------------
$14.23 $13.45
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Distributions per Common Share
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--------------------------------------------------------------------------------
Short-Term Long-Term
Dividends Capital Gains Capital Gains
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4/1/12 - 3/31/13 $1.65 $ -- $ --
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Pioneer High Income Trust | Annual Report | 3/31/13 11
Performance Update | 3/31/13
Investment Returns
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The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust, compared to that of the Bank of America
Merrill Lynch High Yield Master II Index.
Average Annual Total Returns
(As of March 31, 2013)
--------------------------------------------------------------------------------
Net Asset Market
Period Value (NAV) Price
--------------------------------------------------------------------------------
10 Years 13.32% 14.46%
5 Years 14.51 19.08
1 Year 17.00 12.65
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Market Value of $10,000 Investment
Bank of America Merrill
Pioneer High Lynch High Yield
Income Trust Master II Index
3/31/2003 $ 10,000 $ 10,000
3/31/2004 $ 12,733 $ 12,221
3/31/2005 $ 12,984 $ 13,069
3/31/2006 $ 16,209 $ 14,014
3/31/2007 $ 19,063 $ 15,638
3/31/2008 $ 16,133 $ 15,088
3/31/2009 $ 11,657 $ 12,029
3/31/2010 $ 25,610 $ 18,912
3/31/2011 $ 30,764 $ 21,594
3/31/2012 $ 34,311 $ 22,810
3/31/2013 $ 38,650 $ 25,800
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.
The Bank of America Merrill Lynch High Yield Master II Index is an unmanaged,
commonly accepted measure of the performance of high yield securities. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Trust returns, do not reflect any fees, expenses or sales charges. The Index
does not employ leverage. It is not possible to invest directly in the Index.
12 Pioneer High Income Trust | Annual Report | 3/31/13
Schedule of Investments | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES --
1.3% of Net Assets
BANKS -- 0.1%
Thrifts & Mortgage Finance -- 0.1%
171,548(a) CCC/Caa3 Amortizing Residential Collateral Trust, Series
2002-BC1, Class M1, 1.479%, 1/25/32 $ 96,465
125,000 BB/NR CarNow Auto Receivables Trust, Series 2012-1A,
Class D, 6.9%, 11/15/16 (144A) 125,273
250,000(b) B-/B3 Security National Mortgage Loan Trust, Series
2007-1A, Class 1A3, 6.55%, 4/25/37 (144A) 244,958
---------------
Total Banks $ 466,696
----------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.7%
Hotels, Resorts, Cruise lines -- 0.7%
404,538 BB/NR Westgate Resorts LLC, Series 2012-2A, Class C,
9.0%, 1/20/25 (144A) $ 411,998
2,279,766 NR/NR Westgate Resorts LLC, Series 2012-BA, Class A,
9.5%, 2/20/25 (144A) 2,285,739
---------------
Total Consumer Services $ 2,697,737
----------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.5%
Airlines -- 0.5%
1,429,325(a) CCC/Caa1 Aircraft Finance Trust, Series 1999-1A, Class A1,
0.683%, 5/15/24 (144A) $ 657,490
341(a) B-/Ba3 Aircraft Finance Trust, Series 1999-1A, Class A2,
0.703%, 5/15/24 (144A) 307
721,539(a) CCC+/Caa2 Aviation Capital Group Trust, Series 2000-1A,
Class A1, 0.683%, 11/15/25 (144A) 411,277
1,586,379(a) CCC+/Caa2 Lease Investment Flight Trust, Series 1,
Class A1, 0.593%, 7/15/31 1,142,192
---------------
Total Transportation $ 2,211,266
----------------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $5,131,075) $ 5,375,699
----------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE
OBLIGATIONS -- 0.6% of Net Assets
BANKS -- 0.5%
Thrifts & Mortgage Finance -- 0.5%
1,504,000(a) CCC/Caa2 Carrington Mortgage Loan Trust, Series
2007-FRE1, Class A2, 0.404%, 2/25/37 $ 1,302,825
400,000 NR/NR Extended Stay America Trust, Series
2013-ESHM, Class M, 7.625%, 12/5/19
(144A) 422,884
298,892(a) NR/NR WaMu Mortgage Pass Through Certificates,
Series 2006-AR16, Class 3A1, 4.732%,
12/25/36 275,526
---------------
Total Banks $ 2,001,235
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 13
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.1%
Investment Banking & Brokerage -- 0.1%
500,000(b) BBB-/NR Bear Stearns Commercial Mortgage Securities,
Series 2001-TOP2, Class D, 6.94%,
2/15/35 (144A) $ 500,286
---------------
Total Diversified Financials $ 500,286
----------------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS
(Cost $2,462,562) $ 2,501,521
----------------------------------------------------------------------------------------------------------
SENIOR SECURED FLOATING RATE
LOAN INTERESTS -- 4.5% of Net Assets*
ENERGY -- 0.2%
Coal & Consumable Fuels -- 0.2%
750,000 NR/NR PT Bumi Resources Tbk, Term Loan,
11.203%, 8/7/13 $ 735,000
---------------
Total Energy $ 735,000
----------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 0.6%
Packaged Foods & Meats -- 0.6%
2,180,000 NR/NR Interstate Brands, Corp., Facility Term Loan B,
0.0%, 3/21/20 $ 2,229,050
---------------
Total Food, Beverage & Tobacco $ 2,229,050
----------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.5%
Health Care Services -- 0.2%
750,141 B/B2 National Specialty Hospitals, Inc., Initial Term
Loan, 8.25%, 2/3/17 $ 748,265
----------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
1,298,869 CCC/Caa3 Medical Card System, Inc., Term Loan,
12.0%, 9/17/15 $ 1,201,454
---------------
Total Health Care Equipment & Services $ 1,949,719
----------------------------------------------------------------------------------------------------------
INSURANCE -- 0.4%
Property & Casualty Insurance -- 0.4%
1,400,000 CCC/Caa2 Confie Seguros Holding II Co., 10.25%, 5/8/19 $ 1,436,750
---------------
Total Insurance $ 1,436,750
----------------------------------------------------------------------------------------------------------
MATERIALS -- 0.2%
Diversified Metals & Mining -- 0.0%+
126,444 NR/NR Long Haul Holdings, Ltd., Facility Term Loan A,
0.0%, 4/22/13 $ 79,659
100,918 NR/NR PT Bakrie & Brothers Tbk, Facility Term Loan B,
0.0%, 1/12/13 63,579
---------------
$ 143,238
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Steel -- 0.2%
796,000 B/B1 Essar Steel Algoma, Inc., Term Loan, 8.75%,
9/19/14 $ 815,900
---------------
Total Materials $ 959,138
----------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.6%
Pharmaceuticals -- 0.6%
2,701,675(c) NR/NR K-V Pharmaceutical Company, DIP Facility,
11.0%, 12/27/13 $ 2,620,625
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 2,620,625
----------------------------------------------------------------------------------------------------------
RETAILING -- 0.4%
Computer & Electronics Retail -- 0.4%
1,473,752 B/B2 Targus Group International, Inc., Term Loan,
11.0%, 5/24/16 $ 1,481,121
---------------
Total Retailing $ 1,481,121
----------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 1.4%
Application Software -- 1.0%
1,700,000 B+/B1 Applied Systems, Inc., Second Lien Term
Loan, 9.5%, 6/8/17 $ 1,718,595
2,500,000 CCC+/Caa1 Vertafore, Inc., Second Lien Term Loan,
9.75%, 10/29/17 2,575,000
---------------
$ 4,293,595
----------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.4%
443,368 CCC+/B3 BNY ConvergEX Group LLC, Second Lien (EZE)
Term Loan, 8.75%, 12/17/17 $ 438,656
1,056,633 CCC+/B3 BNY ConvergEX Group LLC, Second Lien
(TOP) Term Loan, 8.75%, 12/17/17 1,045,406
---------------
$ 1,484,062
---------------
Total Software & Services $ 5,777,657
----------------------------------------------------------------------------------------------------------
UTILITIES -- 0.2%
Electric Utilities -- 0.2%
1,316,443 CCC/Caa3 Texas Competitive Electric Holdings Co., LLC,
2017 Term Loan, 4.792%, 10/10/17 $ 937,959
---------------
Total Utilities $ 937,959
----------------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $18,209,002) $ 18,127,019
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 15
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES --
109.2% of Net Assets
AUTOMOBILES & COMPONENTS -- 3.6%
Auto Parts & Equipment -- 1.8%
2,000,000(c) B/Caa1 Cooper-Standard Holding, Inc., 7.375%,
4/1/18 (144A) $ 2,000,000
1,140,000 B/Caa1 International Automotive Components
Group SA, 9.125%, 6/1/18 (144A) 1,128,600
309,000 BB-/B1 Tomkins LLC/Tomkins, Inc., 9.0%, 10/1/18 344,149
3,579,000 B+/B1 Tower Automotive Holdings USA LLC / TA
Holdings Finance, Inc., 10.625%,
9/1/17 (144A) 3,990,585
---------------
$ 7,463,334
----------------------------------------------------------------------------------------------------------
Automobile Manufacturers -- 1.8%
6,000,000 B/B1 Chrysler Group LLC/CG Co-Issuer, Inc.,
8.0%, 6/15/19 $ 6,577,500
500,000 B/B1 Chrysler Group LLC/CG Co-Issuer, Inc.,
8.25%, 6/15/21 558,125
---------------
$ 7,135,625
---------------
Total Automobiles & Components $ 14,598,959
----------------------------------------------------------------------------------------------------------
BANKS -- 0.6%
Diversified Banks -- 0.3%
1,265,000(b)(d) BB+/B1 ABN Amro North American Holding Preferred
Capital Repackage Trust I, 3.388% (144A) $ 1,265,000
----------------------------------------------------------------------------------------------------------
Regional Banks -- 0.3%
1,225,000(b)(d) BBB/Baa3 PNC Financial Services Group, Inc., 8.25% $ 1,232,469
---------------
Total Banks $ 2,497,469
----------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 10.1%
Aerospace & Defense -- 1.8%
3,300,000 B/Caa1 ADS Tactical, Inc., 11.0%, 4/1/18 (144A) $ 3,275,250
3,889,000 B-/B2 DynCorp International, Inc., 10.375%, 7/1/17 3,830,665
---------------
$ 7,105,915
----------------------------------------------------------------------------------------------------------
Building Products -- 0.8%
2,212,130 NR/NR Industrias Unidas SA de C.V., 11.5%,
11/15/16 $ 1,439,622
2,375,000 C/Caa3 New Enterprise Stone & Lime Co., Inc.,
11.0%, 9/1/18 1,828,750
---------------
$ 3,268,372
----------------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.4%
1,500,000 B+/B2 Abengoa Finance SAU, 8.875%,
11/1/17 (144A) $ 1,462,500
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Construction & Farm Machinery &
Heavy Trucks -- 1.9%
774,000 B+/B3 Manitowoc Co., Inc., 9.5%, 2/15/18 $ 853,335
1,000,000 CCC+/B3 Navistar International Corp., 8.25%, 11/1/21 1,018,750
4,760,000 CCC/Caa1 Stanadyne Holdings, Inc., 10.0%, 8/15/14 4,730,250
1,500,000(e) CCC-/Caa3 Stanadyne Holdings, Inc., 12.0%, 2/15/15 1,053,750
---------------
$ 7,656,085
----------------------------------------------------------------------------------------------------------
Electrical Components & Equipment -- 0.5%
2,000,000 B/B3 WireCo WorldGroup, Inc., 9.5%, 5/15/17 $ 2,090,000
----------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.1%
605,000 B+/B2 JB Poindexter & Co., Inc., 9.0%,
4/1/22 (144A) $ 632,225
----------------------------------------------------------------------------------------------------------
Industrial Machinery -- 3.5%
1,040,000 B/B2 Cleaver-Brooks, Inc., 8.75%, 12/15/19
(144A) $ 1,121,900
3,180,000(f) NR/WR Indalex Holding Corp., 11.5%, 2/1/14 23,850
1,080,000 B/Caa2 Liberty Tire Recycling, 11.0%, 10/1/16 (144A) 1,069,200
5,170,000 CCC+/Caa2 Mueller Water Products, Inc., 7.375%, 6/1/17 5,318,638
2,440,000 B+/NR WPE International Cooperatief UA,
10.375%, 9/30/20 (144A) 2,269,200
4,500,000 B/B3 Xerium Technologies, Inc., 8.875%, 6/15/18 4,308,750
---------------
$ 14,111,538
----------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.1%
1,727,000 B-/B3 INTCOMEX, Inc., 13.25%, 12/15/14 $ 1,778,810
2,510,000 B-/B3 TRAC Intermodal LLC / TRAC Intermodal
Corp., 11.0%, 8/15/19 (144A) 2,679,425
---------------
$ 4,458,235
---------------
Total Capital Goods $ 40,784,870
----------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL
SERVICES -- 1.1%
Diversified Support Services -- 0.9%
3,400,000 B+/B3 NANA Development Corp., 9.5%,
3/15/19 (144A) $ 3,442,500
----------------------------------------------------------------------------------------------------------
Environmental & Facilities Services -- 0.2%
892,000 CCC+/B3 Brickman Group Holdings, Inc., 9.125%,
11/1/18 (144A) $ 970,050
2,180,000(f) NR/WR Old AII, Inc., 10.0%, 12/15/16 44
---------------
$ 970,094
---------------
Total Commercial & Professional Services $ 4,412,594
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 17
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 4.9%
Homebuilding -- 1.1%
3,115,000 CCC/Caa2 Beazer Homes USA, Inc., 9.125%, 6/15/18 $ 3,348,625
750,000 CCC/Caa2 Beazer Homes USA, Inc., 9.125%, 5/15/19 808,125
400,000 NR/B2 Urbi Desarrollos Urbanos SAB de CV,
9.75%, 2/3/22 (144A) 248,000
---------------
$ 4,404,750
----------------------------------------------------------------------------------------------------------
Housewares & Specialties -- 2.7%
1,435,000 B/B2 Jarden Corp., 7.5%, 5/1/17 $ 1,623,344
3,000,000 CCC+/Caa2 Reynolds Group Issuer, Inc., 9.0%, 4/15/19 3,172,500
1,430,000 CCC+/Caa2 Reynolds Group Issuer, Inc., 9.875%, 8/15/19 1,567,637
2,905,000 CCC+/B3 Yankee Candle Co., Inc., 9.75%, 2/15/17 3,013,967
1,425,000(c) CCC+/Caa1 YCC Holdings LLC / Yankee Finance, Inc.,
10.25%, 2/15/16 1,469,531
---------------
$ 10,846,979
----------------------------------------------------------------------------------------------------------
Leisure Products -- 1.1%
EUR 800,000 CCC/Caa2 Heckler & Koch GmbH, 9.5%, 5/15/18 (144A) $ 905,198
4,000,000 CCC+/B3 Icon Health & Fitness, Inc., 11.875%,
10/15/16 (144A) 3,460,000
---------------
$ 4,365,198
---------------
Total Consumer Durables & Apparel $ 19,616,927
----------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 4.9%
Business Services -- 0.6%
1,750,000 B/B2 Sitel LLC / Sitel Finance Corp., 11.0%,
8/1/17 (144A) $ 1,850,625
1,000,000 B-/Caa2 Sitel LLC / Sitel Finance Corp., 11.5%, 4/1/18 655,000
---------------
$ 2,505,625
----------------------------------------------------------------------------------------------------------
Casinos & Gaming -- 1.1%
1,650,000(f) NR/WR Buffalo Thunder Development Authority,
9.375%, 12/15/14 (144A) $ 511,500
2,255,000 CCC/Caa3 Codere Finance Luxembourg SA, 9.25%,
2/15/19 (144A) 1,623,600
1,475,000 NR/NR Little Traverse Bay Bands of Odawa Indians,
9.0%, 8/31/20 (144A) 1,430,750
1,375,000(f)(g) NR/WR Mashantucket Western Pequot Tribe, 8.5%,
11/15/15 (144A) 96,250
740,000 CCC/Caa2 Shingle Springs Tribal Gaming Authority,
9.375%, 6/15/15 (144A) 737,225
---------------
$ 4,399,325
----------------------------------------------------------------------------------------------------------
Education Services -- 0.1%
555,000 CCC-/Caa1 Cambium Learning Group, Inc.,
9.75%, 2/15/17 $ 453,712
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Hotels, Resorts, Cruise lines -- 0.4%
1,500,000 CCC+/B2 Seven Seas Cruises S de RL LLC,
9.125%, 5/15/19 $ 1,623,750
----------------------------------------------------------------------------------------------------------
Restaurants -- 1.8%
4,055,000(e)(j) B-/Caa1 Burger King Capital Holdings LLC, 0.0%,
4/15/19 (144A) $ 3,527,850
1,400,000 B/B3 Burger King Corp., 9.875%, 10/15/18 1,608,250
2,000,000 CCC+/Caa1 Wok Acquisition Corp., 10.25%,
6/30/20 (144A) 2,140,000
---------------
$ 7,276,100
----------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 0.9%
500,000 B/B2 Avis Budget Car Rental LLC / Avis Budget
Finance, Inc., 9.625%, 3/15/18 $ 564,380
3,000,000 B-/B3 StoneMor Operating LLC, 10.25%, 12/1/17 3,180,000
---------------
$ 3,744,380
---------------
Total Consumer Services $ 20,002,892
----------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 2.9%
Asset Management & Custody
Banks -- 0.3%
975,000 BBB-/Baa3 Janus Capital Group, Inc., 6.7%, 6/15/17 $ 1,116,100
----------------------------------------------------------------------------------------------------------
Consumer Finance -- 0.3%
1,030,000 B+/B1 Jefferies Finance LLC / JFIN Co-Issuer
Corp., 7.375%, 4/1/20 (144A) $ 1,048,025
----------------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.5%
2,325,000(a) BB+/Ba2 Goldman Sachs Capital II, 4.0%, 6/1/43 $ 1,955,906
----------------------------------------------------------------------------------------------------------
Multi-Sector Holdings -- 0.6%
2,200,000 B/B2 Constellation Enterprises LLC, 10.625%,
2/1/16 (144A) $ 2,310,000
----------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 0.5%
3,000,000(e)(g)(k) BBB/NR Fixed Income Trust Series 2013-A, 0.0%,
10/15/97 (144A) $ 1,772,245
400,000 NR/NR Unison Ground Lease Funding LLC, 5.78%,
3/16/20 (144A) 400,000
---------------
$ 2,172,245
----------------------------------------------------------------------------------------------------------
Reinsurance -- 0.1%
450,000(a) BB+/NR Kibou, Ltd., 5.321%, 2/16/15 (144A) $ 465,705
----------------------------------------------------------------------------------------------------------
Specialized Finance -- 0.6%
1,650,000(c) CCC+/Caa1 Igloo Holdings Corp., 8.25%,
12/15/17 (144A) $ 1,703,625
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 19
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Specialized Finance (continued)
695,000 B+/B2 National Money Mart Co., 10.375%,
12/15/16 $ 766,237
---------------
$ 2,469,862
---------------
Total Diversified Financials $ 11,537,843
----------------------------------------------------------------------------------------------------------
ENERGY -- 15.2%
Coal & Consumable Fuels -- 2.3%
1,350,000 B/B2 Bumi Capital Pte, Ltd., 12.0%,
11/10/16 (144A) $ 1,211,625
3,890,000 B/Caa1 Foresight Energy LLC / Foresight Energy
Corp., 9.625%, 8/15/17 (144A) 4,210,925
2,125,000 CCC+/B3 James River Coal Co., 7.875%, 4/1/19 1,020,000
1,166,000 B/B3 Murray Energy Corp., 10.25%,
10/15/15 (144A) 1,170,372
1,550,000 B-/B2 Penn Virginia Resource Partners LP / Penn
Virginia Resource Finance Corp. II,
8.375%, 6/1/20 1,627,500
---------------
$ 9,240,422
----------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.8%
500,000 B/Caa1 Hercules Offshore, Inc., 10.5%,
10/15/17 (144A) $ 542,500
1,700,000 CCC+/Caa3 Ocean Rig UDW, Inc., 9.5%,
4/27/16 (144A) 1,785,000
1,025,000 NR/B3 Offshore Group Investments, Ltd., 7.125%,
4/1/23 (144A) 1,048,063
1,900,000 B+/B2 Pioneer Energy Services Corp., 9.875%,
3/15/18 2,080,500
1,800,000 B/B1 Shelf Drill Holdings, Ltd., 8.625%,
11/1/18 (144A) 1,908,000
---------------
$ 7,364,063
----------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 2.5%
4,073,000 B+/B1 American Petroleum Tankers Parent LLC / AP
Tankers Co., 10.25%, 5/1/15 $ 4,205,372
408,000(h)(j) NR/NR DP Producer AS, 0.0%, 12/5/11 8,160
1,847,000 B/B3 Expro Finance Luxembourg SCA, 8.5%,
12/15/16 (144A) 1,957,820
1,260,000 B/Caa1 Forbes Energy Services, Ltd., 9.0%, 6/15/19 1,222,200
666,000 CCC/Caa2 Green Field Energy Services, Inc., 13.25%,
11/15/16 (144A) 685,980
2,000,000 B/B3 Seitel, Inc., 9.5%, 4/15/19 (144A) 2,007,500
---------------
$ 10,087,032
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 7.6%
775,000 BB-/B1 Berry Petroleum Co., 10.25%, 6/1/14 $ 844,750
500,000 B-/B3 Comstock Resources, Inc., 7.75%, 4/1/19 527,500
1,830,000 B-/B3 Comstock Resources, Inc., 9.5%, 6/15/20 2,003,850
3,450,000 B/NR EP Energy LLC / EP Energy Finance, Inc.,
9.375%, 5/1/20 3,984,750
1,350,000(c) B/B3 EPE Holdings LLC / EP Energy Bond Co., Inc.,
8.125%, 12/15/17 (144A) 1,417,500
1,295,000 B-/Caa1 EPL Oil & Gas, Inc., 8.25%, 2/15/18 (144A) 1,372,700
785,000 CCC+/B3 Halcon Resources Corp., 8.875%,
5/15/21 (144A) 845,837
1,475,000 CCC+/B3 Halcon Resources Corp., 9.75%,
7/15/20 (144A) 1,629,875
678,000 B/B2 Linn Energy LLC / Linn Energy Finance
Corp., 11.75%, 5/15/17 732,240
1,050,000 B-/Caa1 Midstates Petro, Inc. / Midstates Petroleum
Co., LLC, 10.75%, 10/1/20 (144A) 1,165,500
2,400,000 B+/NR MIE Holdings Corp., 9.75%, 5/12/16 (144A) 2,586,000
NOK 2,000,000 NR/NR Norwegian Energy Co., AS, 10.25%, 4/27/16 344,628
NOK 5,000,000 NR/NR Norwegian Energy Co., AS, 12.9%, 11/20/14 884,541
1,110,000 B-/Caa1 QR Energy LP / QRE Finance Corp., 9.25%,
8/1/20 1,176,600
3,380,000 CCC/Caa1 Quicksilver Resources, Inc., 7.125%, 4/1/16 2,856,100
2,200,000 B-/B3 Resolute Energy Corp., 8.5%, 5/1/20 (144A) 2,277,000
1,497,000 BB-/B3 Rosetta Resources, Inc., 9.5%, 4/15/18 1,650,443
1,500,000 B-/B3 Samson Investment Co., 9.75%,
2/15/20 (144A) 1,593,750
2,770,000 CCC+/Caa1 Talos Production LLC / Talos Production F
inance, Inc., 9.75%, 2/15/18 (144A) 2,742,300
---------------
$ 30,635,864
----------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 0.6%
2,215,000 BB+/Ba1 Tesoro Corp., 9.75%, 6/1/19 $ 2,497,413
----------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.4%
350,000(b) BBB-/Baa2 Enterprise Products Operating LLC,
8.375%, 8/1/66 $ 402,500
1,524,000(b) BB/Ba1 Southern Union Co., 3.316%, 11/1/66 1,337,310
---------------
$ 1,739,810
---------------
Total Energy $ 61,564,604
----------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 6.7%
Agricultural Products -- 1.7%
5,622,000 B/B3 Southern States Cooperative, Inc., 11.25%,
5/15/15 (144A) $ 5,931,210
1,100,000 B/NR Tonon Bioenergia SA, 9.25%, 1/24/20 (144A) 1,122,000
---------------
$ 7,053,210
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 21
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 4.1%
775,000 BB/Ba3 Bertin SA / Bertin Finance, Ltd., 10.25%,
10/5/16 (144A) $ 883,500
1,250,000 B+/B1 CFG Investment SAC, 9.75%, 7/30/19 (144A) 1,175,000
705,000 B/B1 Chiquita Brands International, Inc. / Chiquita
Brands LLC, 7.875%, 2/1/21 (144A) 739,369
3,500,000 B/B3 FAGE Dairy Industry SA/FAGE USA Dairy
Industry, Inc., 9.875%, 2/1/20 (144A) 3,841,250
1,000,000 B+/B2 Marfrig Holding Europe BV, 8.375%,
5/9/18 (144A) 902,500
500,000 B+/B2 Marfrig Overseas, Ltd., 9.625%,
11/16/16 (144A) 506,250
3,400,000 B+/B1 Minerva Luxembourg SA, 7.75%,
1/31/23 (144A) 3,646,500
400,000 B+/B1 Minerva Luxembourg SA, 12.25%,
2/10/22 (144A) 498,000
4,000,000 B/Caa1 Pilgrim's Pride Corp., 7.875%, 12/15/18 4,325,000
---------------
$ 16,517,369
----------------------------------------------------------------------------------------------------------
Tobacco -- 0.9%
3,450,000 B-/B3 Alliance One International, Inc., 10.0%,
7/15/16 $ 3,644,062
---------------
Total Food, Beverage & Tobacco $ 27,214,641
----------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 8.0%
Health Care Equipment & Services -- 2.0%
4,000,000 CCC+/Caa2 Accellent, Inc., 10.0%, 11/1/17 $ 3,540,000
4,000,000 B+/B2 Physio-Control International, Inc., 9.875%,
1/15/19 (144A) 4,510,000
---------------
$ 8,050,000
----------------------------------------------------------------------------------------------------------
Health Care Facilities -- 1.0%
3,475,000 B-/B3 Kindred Healthcare, Inc., 8.25%, 6/1/19 $ 3,448,938
600,000 CCC+/Caa1 United Surgical Partners, 9.0%, 4/1/20 679,500
---------------
$ 4,128,438
----------------------------------------------------------------------------------------------------------
Health Care Services -- 3.1%
1,987,000 B-/Caa1 BioScrip, Inc., 10.25%, 10/1/15 $ 2,096,285
2,527,000 CCC+/Caa2 Gentiva Health Services, Inc., 11.5%, 9/1/18 2,596,492
3,925,000 CCC+/Caa2 Rural / Metro Corp., 10.125%,
7/15/19 (144A) 3,980,563
3,725,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%,
7/15/17 (144A) 3,878,656
---------------
$ 12,551,996
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Health Care Supplies -- 1.0%
608,000 B/Caa1 Bausch & Lomb, Inc., 9.875%, 11/1/15 $ 629,280
3,000,000 B-/Caa1 Immucor, Inc., 11.125%, 8/15/19 3,420,000
---------------
$ 4,049,280
----------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.2%
900,000 CCC+/Caa1 Emdeon, Inc., 11.0%, 12/31/19 $ 1,037,250
----------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 0.7%
2,380,000 CCC+/Caa1 Truven Health Analytics, Inc., 10.625%,
6/1/20 (144A) $ 2,713,200
---------------
Total Health Care Equipment & Services $ 32,530,164
----------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.6%
Personal Products -- 0.6%
1,745,000 B+/B2 Albea Beauty Holdings SA, 8.375%,
11/1/19 (144A) $ 1,858,425
700,000 CCC+/Caa1 Monitronics International, Inc., 9.125%,
4/1/20 740,250
---------------
Total Household & Personal Products $ 2,598,675
----------------------------------------------------------------------------------------------------------
INSURANCE -- 8.9%
Insurance Brokers -- 2.1%
4,900,000 CCC+/Caa2 HUB International, Ltd., 8.125%,
10/15/18 (144A) $ 5,157,250
1,000,000 CCC/Caa2 Onex USI Acquisition Corp., 7.75%,
1/15/21 (144A) 1,002,500
GBP 1,625,000 NR/Caa1 Towergate Finance Plc, 10.5%,
2/15/19 (144A) 2,579,197
---------------
$ 8,738,947
----------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 1.6%
3,075,000(b) BB/Baa3 Liberty Mutual Group, Inc., 10.75%,
6/15/58 (144A) $ 4,750,875
1,100,000 BBB/Baa2 MetLife, Inc., 10.75%, 8/1/39 1,707,750
---------------
$ 6,458,625
----------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 1.6%
5,300,000 BBB-/Baa3 Hanover Insurance Corp., 7.625%, 10/15/25 $ 6,189,716
265,000(b)(d) BB+/Ba2 White Mountains Insurance Group, Ltd.,
7.506% (144A) 280,479
---------------
$ 6,470,195
----------------------------------------------------------------------------------------------------------
Reinsurance -- 3.6%
250,000(a) BB-/NR Atlas Reinsurance VII, Ltd., 8.284%,
1/7/16 (144A) $ 252,800
250,000(a) B-/NR Blue Fin, Ltd., 14.071%, 5/28/13 (144A) 253,375
400,000 NR/NR Caelus Re 2013, Ltd., 6.901%, 4/7/17 400,000
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 23
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Reinsurance (continued)
250,000(a) BB-/NR Caelus Re, Ltd., 5.321%, 3/7/16 (144A) $ 249,800
250,000(a) NR/Ba2 Combine Re, Ltd., 10.071%, 1/7/15 (144A) 268,475
1,000,000(a) NR/NR Combine Re, Ltd., 17.821%, 1/7/15 (144A) 1,124,200
250,000(a) BB-/NR Compass Re, Ltd., 10.321%, 1/8/15 (144A) 259,025
250,000(a) B+/NR Compass Re, Ltd., 11.321%, 1/8/15 (144A) 254,525
250,000(a) BB/NR East Lane Re V, Ltd., 9.071%, 3/16/16 (144A) 270,225
400,000(a) BB/NR East Lane Re, Ltd., 6.721%, 3/13/15 (144A) 416,440
350,000 NR/NR Embarcadero Re, Ltd., 6.651%, 8/4/14 355,915
250,000(b) BB-/NR Embarcadero Re, Ltd., 7.419%,
2/13/15 (144A) 256,800
350,000(a) BB+/NR Foundation Re III, Ltd., 5.071%, 2/25/15 365,050
250,000(a) BB-/NR Ibis Re II, Ltd., 8.421%, 2/5/15 (144A) 255,950
400,000(a) B-/NR Ibis Re II, Ltd., 13.571%, 2/5/15 (144A) 403,960
800,000(a) BB/NR Lodestone Re, Ltd., 7.321%, 1/8/14 (144A) 807,680
500,000(a) B/NR Mystic Re, Ltd., 12.071%, 3/12/15 (144A) 529,600
250,000(a) B+/NR Mythen Re, Ltd. Series 2012-2 Class A,
8.71%, 1/5/17 (144A) 252,375
600,000(a) NR/B2 Mythen, Ltd., 11.216%, 5/7/15 (144A) 636,660
250,000(a) NR/NR Pelican Re, Ltd., 13.821%, 4/13/15 (144A) 262,725
500,000(a) BB-/NR Queen Street II Capital, Ltd., 7.571%,
4/9/14 (144A) 505,300
250,000(a) B+/NR Queen Street V Re, Ltd., 8.571%,
4/9/15 (144A) 256,525
250,000(a) B/NR Queen Street VI Re, Ltd., 10.421%,
4/9/15 (144A) 260,950
250,000(a) B/NR Queen Street VII Capital, Ltd., 8.671%,
4/8/16 (144A) 251,425
250,000(a) NR/NR Residential Reinsurance 2011, Ltd., 8.971%,
12/6/15 (144A) 256,675
450,000(a) B-/NR Residential Reinsurance 2011, Ltd., 12.071%,
6/6/15 (144A) 461,250
250,000(a) NR/NR Residential Reinsurance 2011, Ltd.,
13.321%, 12/6/15 (144A) 253,875
250,000(a) BB/NR Residential Reinsurance 2012, Ltd.,
5.821%, 12/6/16 (144A) 253,425
250,000(a) BB/NR Residential Reinsurance 2012, Ltd., 8.071%,
6/6/16 (144A) 263,475
250,000(a) BB-/NR Residential Reinsurance 2012, Ltd.,
10.071%, 6/6/16 (144A) 273,150
400,000(a) NR/NR Residential Reinsurance 2012, Ltd.,
12.821%, 12/6/16 (144A) 405,600
250,000(a) NR/NR Residential Reinsurance 2012, Ltd., 19.071%,
12/6/16 (144A) 250,275
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Reinsurance (continued)
400,000(a) NR/NR Residential Reinsurance 2012, Ltd.,
22.071%, 6/6/16 (144A) $ 390,480
600,000(j) NR/NR Sector Re V, Ltd., 0.0%, 12/1/17 (144A) 635,820
850,000(j) NR/NR Sector Re V, Ltd., 0.0%, 3/1/18 (144A) 850,000
500,000(a) NR/NR Successor X, Ltd., 13.0%, 2/25/14 (144A) 502,300
250,000(a) NR/NR Successor X, Ltd., 16.571%, 1/27/15 (144A) 254,450
250,000(a) NR/NR Successor X, Ltd., 16.821%, 4/4/13 (144A) 250,550
---------------
$ 14,451,105
---------------
Total Insurance $ 36,118,872
----------------------------------------------------------------------------------------------------------
MATERIALS -- 20.2%
Aluminum -- 0.0%+
694(a) CCC+/Caa1 Noranda Aluminum Acquisition Corp.,
4.524%, 5/15/15 $ 694
----------------------------------------------------------------------------------------------------------
Commodity Chemicals -- 2.0%
3,250,000 BBB-/WR Basell Finance Co. BV, 8.1%,
3/15/27 (144A) $ 4,355,000
2,600,000 CCC+/NR Hexion US Finance Corp., 9.0%, 11/15/20 2,470,000
1,100,000 BB-/B1 Rain CII Carbon LLC / CII Carbon Corp.,
8.25%, 1/15/21 (144A) 1,188,000
---------------
$ 8,013,000
----------------------------------------------------------------------------------------------------------
Construction Materials -- 1.5%
5,690,000 C/Caa3 AGY Holding Corp., 11.0%, 11/15/14 $ 2,901,900
3,000,000 B-/Caa2 Texas Industries, Inc., 9.25%, 8/15/20 3,277,500
---------------
$ 6,179,400
----------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 1.5%
2,625,000 CCC+/Caa1 INEOS Group Holdings PLC, 8.5%,
2/15/16 (144A) $ 2,664,375
EUR 550,000 CCC+/Caa1 INEOS Group Holdings SA, 7.875%,
2/15/16 (144A) 710,471
1,597,000 B/B2 Kinove German Bondco GmbH, 9.625%,
6/15/18 (144A) 1,776,663
EUR 950,000 NR/Caa1 Momentive Performance Materials, Inc.,
9.5%, 1/15/21 901,351
---------------
$ 6,052,860
----------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 2.3%
2,000,000 B/B3 Global Brass and Copper, Inc., 9.5%,
6/1/19 (144A) $ 2,215,000
3,000,000 CCC/Caa2 Midwest Vanadium Pty., Ltd., 11.5%,
2/15/18 (144A) 1,890,000
2,775,000 B-/Caa1 Mirabela Nickel, Ltd., 8.75%,
4/15/18 (144A) 2,532,187
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 25
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Diversified Metals & Mining (continued)
1,200,000 CCC+/B3 Molycorp, Inc., 10.0%, 6/1/20 $ 1,182,000
900,000 B+/B2 Mongolian Mining Corp., 8.875%,
3/29/17 (144A) 922,500
410,000 B/Caa1 Prince Mineral Holding Corp., 11.5%,
12/15/19 (144A) 458,175
---------------
$ 9,199,862
----------------------------------------------------------------------------------------------------------
Forest Products -- 1.0%
4,000,000 B-/B3 Millar Western Forest Products, Ltd.,
8.5%, 4/1/21 $ 4,000,000
----------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 1.6%
1,771,207(c) CCC+/Caa1 Ardagh Finance SA, 11.125%,
6/1/18 (144A) $ 1,930,616
EUR 2,250,000 CCC+/B3 Ardagh Glass Finance Plc, 8.75%,
2/1/20 (144A) 3,014,655
1,450,000 CCC+/B3 BWAY Holdings Co., 10.0%, 6/15/18 1,624,000
---------------
$ 6,569,271
----------------------------------------------------------------------------------------------------------
Paper Packaging -- 2.0%
2,000,000 CCC+/Caa1 Berry Plastics Corp., 9.5%, 5/15/18 $ 2,232,500
2,657,034(e) NR/NR Bio Pappel SAB de CV, 7.0%, 8/27/16 2,630,464
2,500,000 B-/Caa1 Pretium Packaging LLC / Pretium Finance,
Inc., 11.5%, 4/1/16 2,712,500
500,000 BB-/B1 Sealed Air Corp., 8.125%, 9/15/19 (144A) 565,625
---------------
$ 8,141,089
----------------------------------------------------------------------------------------------------------
Paper Products -- 2.0%
2,000,000 B+/B1 Appleton Papers, Inc., 10.5%,
6/15/15 (144A) $ 2,115,000
600,000 CCC+/B3 Appleton Papers, Inc., 11.25%, 12/15/15 667,500
2,220,000 CCC+/Caa2 Exopack Holdings Corp., 10.0%, 6/1/18 2,208,900
776,000 B+/B3 Mercer International, Inc., 9.5%, 12/1/17 847,780
1,256,000 BB/Ba3 Resolute Forest Products, 10.25%, 10/15/18 1,441,260
595,000 B-/Caa1 Unifrax I LLC / Unifrax Holding Co., 7.5%,
2/15/19 (144A) 612,850
---------------
$ 7,893,290
----------------------------------------------------------------------------------------------------------
Steel -- 6.3%
2,450,000 B+/B3 AM Castle & Co., 12.75%, 12/15/16 $ 2,878,750
1,200,000 B+/B3 APERAM, 7.375%, 4/1/16 (144A) 1,209,000
1,960,000 B/Caa1 Atkore International, Inc., 9.875%, 1/1/18 2,151,100
2,400,000 BBB-/Ba1 CSN Islands VIII Corp., 9.75%,
12/16/13 (144A) 2,515,200
4,660,000 CCC/Caa2 Essar Steel Algoma, Inc., 9.875%,
6/15/15 (144A) 3,786,250
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Steel (continued)
500,000 B/Caa1 Ferrexpo Finance Plc, 7.875%,
4/7/16 (144A) $ 498,750
1,900,000 NR/B3 Metinvest BV, 8.75%, 2/14/18 (144A) 1,943,700
2,915,000 B/B2 Optima Specialty Steel, Inc., 12.5%,
12/15/16 (144A) 3,177,350
2,000,000 B-/B3 Permian Holdings, Inc., 10.5%,
1/15/18 (144A) 2,060,000
3,750,000 CCC+/Caa2 Ryerson, Inc., 9.0%, 10/15/17 (144A) 4,096,875
1,250,000 B/B3 Severstal Columbus LLC, 10.25%, 2/15/18 1,353,125
---------------
$ 25,670,100
---------------
Total Materials $ 81,719,566
----------------------------------------------------------------------------------------------------------
MEDIA -- 7.0%
Advertising -- 2.1%
2,900,000 NR/B3 Good Sam Enterprises LLC, 11.5%, 12/1/16 $ 3,092,125
2,300,000 B/B3 MDC Partners, Inc., 11.0%, 11/1/16 (144A) 2,553,000
2,690,000 B/B3 MDC Partners, Inc., 11.0%, 11/1/16 2,985,900
---------------
$ 8,631,025
----------------------------------------------------------------------------------------------------------
Broadcasting -- 2.4%
3,117,395 CCC+/Caa3 Intelsat Bermuda, Ltd., 11.5%, 2/4/17 $ 3,310,673
1,000,000 CCC+/Caa3 Intelsat Luxembourg SA, 7.75%,
6/1/21 (144A) 1,017,500
375,000 CCC+/Caa3 Intelsat Luxembourg SA, 11.5%,
2/4/17 (144A) 398,250
800,000 B-/B3 Telesat Canada / Telesat LLC, 12.5%, 11/1/17 856,000
3,805,000 B/B3 Townsquare Radio LLC / Townsquare Radio,
Inc., 9.0%, 4/1/19 (144A) 4,156,963
---------------
$ 9,739,386
----------------------------------------------------------------------------------------------------------
Cable -- 0.9%
EUR 1,200,000 B+/B1 Nara Cable Funding, Ltd., 8.875%,
12/1/18 (144A) $ 1,611,663
1,500,000 B-/Caa1 Ono Finance II Plc, 10.875%,
7/15/19 (144A) 1,552,500
EUR 350,000 B-/Caa1 Ono Finance II Plc, 11.125%,
7/15/19 (144A) 468,946
---------------
$ 3,633,109
----------------------------------------------------------------------------------------------------------
Movies & Entertainment -- 0.9%
2,765,000 CCC+/Caa1 AMC Entertainment, Inc., 9.75%, 12/1/20 $ 3,190,119
600,000 CCC+/Caa1 Production Resource Group, Inc.,
8.875%, 5/1/19 454,500
---------------
$ 3,644,619
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 27
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Publishing -- 0.7%
400,000 B-/B3 Interactive Data Corp., 10.25%, 8/1/18 $ 455,000
2,200,000(g) B-/B3 MPL 2 Acquisition Canco, Inc., 9.875%,
8/15/18 (144A) 2,216,500
---------------
$ 2,671,500
---------------
Total Media $ 28,319,639
----------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 2.3%
Biotechnology -- 1.4%
1,400,000 B/Caa1 ConvaTec Healthcare E SA, 10.5%,
12/15/18 (144A) $ 1,557,500
4,104,000 B+/Caa2 Lantheus Medical Imaging, Inc.,
9.75%, 5/15/17 4,073,220
---------------
$ 5,630,720
----------------------------------------------------------------------------------------------------------
Life Sciences Tools & Services -- 0.4%
1,607,664 B/Caa1 Catalent Pharma Solutions, Inc., 9.5%,
4/15/15 $ 1,599,626
----------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 0.5%
2,020,000(f) NR/NR KV Pharmaceutical Co., 12.0%, 3/15/15 $ 1,959,400
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 9,189,746
----------------------------------------------------------------------------------------------------------
REAL ESTATE -- 0.4%
Diversified REIT's -- 0.4%
1,500,000 B+/Ba3 CNL Lifestyle Properties, Inc., 7.25%,
4/15/19 $ 1,500,000
---------------
Total Real Estate $ 1,500,000
----------------------------------------------------------------------------------------------------------
RETAILING -- 0.2%
Speciality Stores -- 0.2%
685,000 B-/B3 Radio Systems Corp., 8.375%,
11/1/19 (144A) $ 724,387
---------------
Total Retailing $ 724,387
----------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 1.2%
Semiconductor Equipment -- 0.4%
1,895,000 B+/Caa1 MEMC Electronic Materials, Inc.,
7.75%, 4/1/19 $ 1,752,875
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/13
---------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Semiconductors -- 0.8%
3,250,000 B/B2 Advanced Micro Devices, 7.5%,
8/15/22 (144A) $ 2,949,375
CNH 1,000,000 NR/NR LDK Solar Co., Ltd., 10.0%, 2/28/14 82,818
---------------
$ 3,032,193
---------------
Total Semiconductors &
Semiconductor Equipment $ 4,785,068
----------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 3.1%
Application Software -- 0.7%
2,960,000 CCC-/Caa2 Allen Systems Group, Inc., 10.5%,
11/15/16 (144A) $ 1,879,600
955,000 B-/B3 Interface Security Systems Holdings,
Inc. / Interface Security Systems LLC,
9.25%, 1/15/18 (144A) 986,037
---------------
$ 2,865,637
----------------------------------------------------------------------------------------------------------
Data Processing & Outsourced
Services -- 1.2%
1,783,000 B-/Caa1 First Data Corp., 8.25%, 1/15/21 (144A) $ 1,854,320
399,000 B-/Caa1 First Data Corp., 9.875%, 9/24/15 410,970
650,000 NR/Caa1 First Data Corp., 10.625%, 6/15/21 (144A) 657,313
1,783,000 B-/Caa1 First Data Corp., 12.625%, 1/15/21 1,932,326
---------------
$ 4,854,929
----------------------------------------------------------------------------------------------------------
Systems Software -- 1.2%
4,857,412(c)(g) NR/NR Pegasus Solutions, Inc., 13.0%,
4/15/14 (144A) $ 4,663,116
---------------
Total Software & Services $ 12,383,682
----------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE &
EQUIPMENT -- 0.6%
Communications Equipment -- 0.4%
1,500,000 CCC+/B3 CPI International, Inc., 8.0%, 2/15/18 $ 1,560,000
----------------------------------------------------------------------------------------------------------
Computer Storage & Peripherals -- 0.1%
580,000 BBB/Baa3 Seagate Technology International, Inc.,
10.0%, 5/1/14 (144A) $ 613,350
----------------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.1%
350,000 BB-/B1 Viasystems, Inc., 7.875%, 5/1/19 (144A) $ 365,750
---------------
Total Technology Hardware & Equipment $ 2,539,100
----------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.6%
Alternative Carriers -- 0.2%
600,000 NR/WR PAETEC Holding Corp., 9.875%, 12/1/18 $ 688,500
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 29
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Integrated Telecommunication
Services -- 1.2%
3,539,000 CCC+/B3 Cincinnati Bell, Inc., 8.75%, 3/15/18 $ 3,512,457
1,400,000 BB-/Ba2 Frontier Communications Corp.,
7.625%, 4/15/24 1,440,250
---------------
$ 4,952,707
----------------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 0.2%
725,000 BB/Ba3 Vimpel Communications Via VIP Finance
Ireland, Ltd. OJSC, 9.125%, 4/30/18 (144A) $ 860,394
---------------
Total Telecommunication Services $ 6,501,601
----------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 3.1%
Air Freight & Logistics -- 1.2%
4,601,000 CCC+/Caa2 CEVA Group Plc, 11.5%, 4/1/18 (144A) $ 4,209,915
720,000 CCC+/Caa1 CEVA Group Plc, 11.625%, 10/1/16 (144A) 748,800
---------------
$ 4,958,715
----------------------------------------------------------------------------------------------------------
Airlines -- 0.1%
500,000 B-/NR Gol Finance, 9.25%, 7/20/20 (144A) $ 485,000
----------------------------------------------------------------------------------------------------------
Marine -- 0.1%
295,000 B+/B3 Navios South American Logistics, Inc./Navios
Logistics Finance US, Inc., 9.25%, 4/15/19 $ 317,125
----------------------------------------------------------------------------------------------------------
Railroads -- 0.3%
1,116,919(c) CCC/Caa3 Florida East Coast Holdings Corp.,
10.5%, 8/1/17 $ 1,164,388
----------------------------------------------------------------------------------------------------------
Trucking -- 1.4%
575,000 BB-/Ba3 Aeropuertos Dominicanos Siglo XXI SA,
9.25%, 11/13/19 (144A) $ 625,313
1,375,000 B+/B3 Swift Services Holdings, Inc., 10.0%,
11/15/18 1,574,375
1,430,000 B/B3 Syncreon Global Ireland, Ltd., 9.5%,
5/1/18 (144A) 1,519,375
1,700,000 B/B3 Syncreon Global Ireland, Ltd. /
Syncreon Global Finance US, Inc., 9.5%,
5/1/18 (144A) 1,806,250
---------------
$ 5,525,313
---------------
Total Transportation $ 12,450,541
----------------------------------------------------------------------------------------------------------
UTILITIES -- 2.0%
Electric Utilities -- 0.6%
310,000 NR/Caa1 Empresa Distrbuidora Y Comercializadora
Norte, 9.75%, 10/25/22 (144A) $ 145,700
885,000 B-/NR Energy Future Intermediate Holding Co.,
LLC / EFIH Finance, Inc., 10.0%,
12/1/20 (144A) 995,625
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Electric Utilities (continued)
1,000,000 BB+/Ba1 PNM Resources, Inc., 9.25%, 5/15/15 $ 1,141,250
350,000 CCC/Caa3 Texas Competitive Electric Holdings Co., LLC /
TCEH Finance, Inc., 11.5%, 10/1/20 (144A) 261,625
---------------
$ 2,544,200
----------------------------------------------------------------------------------------------------------
Independent Power Producers & Energy
Traders -- 0.7%
2,900,000 B/B1 InterGen NV, 9.0%, 6/30/17 (144A) $ 2,849,250
----------------------------------------------------------------------------------------------------------
Multi-Utilities -- 0.7%
3,017,321 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 $ 2,806,109
---------------
Total Utilities $ 8,199,559
----------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $423,281,067) $ 441,791,399
----------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES --
5.9% of Net Assets
CAPITAL GOODS -- 0.7%
Construction & Farm Machinery &
Heavy Trucks -- 0.7%
2,625,000 B-/NR Meritor, Inc., 7.875%, 3/1/26 (144A) $ 2,662,734
---------------
Total Capital Goods $ 2,662,734
----------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.1%
Asset Management & Custody Banks -- 0.1%
400,000 BBB/NR Apollo Investment Corp., 5.75%, 1/15/16 $ 425,000
---------------
Total Diversified Financials $ 425,000
----------------------------------------------------------------------------------------------------------
ENERGY -- 1.3%
Coal & Consumable Fuels -- 0.4%
1,905,000 B+/NR Massey Energy Co., 3.25%, 8/1/15 $ 1,833,563
----------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.6%
2,265,000(e) NR/NR Hercules Offshore, Inc., 3.375%, 6/1/38 $ 2,270,662
----------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.3%
1,340,000 BB-/Ba3 Chesapeake Energy Corp., 2.5%, 5/15/37 $ 1,283,887
---------------
Total Energy $ 5,388,112
----------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT &
SERVICES -- 1.2%
Health Care Equipment & Services -- 0.9%
2,837,000(e) B+/NR Hologic, Inc., 2.0%, 12/15/37 $ 3,425,677
----------------------------------------------------------------------------------------------------------
Health Care Facilities -- 0.2%
780,000 B/NR LifePoint Hospitals, Inc., 3.5%, 5/15/14 $ 850,688
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 31
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
Health Care Services -- 0.1%
361,000 B+/B2 Omnicare, Inc., 3.25%, 12/15/35 $ 360,549
---------------
Total Health Care Equipment & Services $ 4,636,914
----------------------------------------------------------------------------------------------------------
MATERIALS -- 0.8%
Diversified Chemicals -- 0.8%
4,000(i) B+/NR Hercules, Inc., 6.5%, 6/30/29 $ 3,314,800
---------------
Total Materials $ 3,314,800
----------------------------------------------------------------------------------------------------------
MEDIA -- 0.5%
Movies & Entertainment -- 0.5%
1,832,000 B-/NR Live Nation Entertainment, Inc.,
2.875%, 7/15/27 $ 1,838,870
---------------
Total Media $ 1,838,870
----------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 0.3%
Semiconductors -- 0.3%
500,000 NR/NR JA Solar Holdings Co., Ltd., 4.5%, 5/15/13 $ 481,250
750,000 NR/NR ReneSola, Ltd., 4.125%, 3/15/18 (144A) 382,500
1,569,000(f) NR/NR Suntech Power Holdings Co., Ltd.,
3.0%, 3/15/13 451,088
---------------
Total Semiconductors &
Semiconductor Equipment $ 1,314,838
----------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.0%
Alternative Carriers -- 1.0%
3,025,000 B/B2 Tw Telecom, Inc., 2.375%, 4/1/26 $ 4,087,531
---------------
Total Telecommunication Services $ 4,087,531
----------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $19,974,347) $ 23,668,799
----------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS --
0.8% of Net Assets
Argentina -- 0.3%
1,200,000 B-/Caa1 City of Buenos Aires, 12.5%, 4/6/15 (144A) $ 1,140,000
----------------------------------------------------------------------------------------------------------
Russia -- 0.5%
1,798,000(e) BBB/Baa1 Russian Government International Bond,
7.5%, 3/31/30 $ 2,227,272
----------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $2,474,907) $ 3,367,272
----------------------------------------------------------------------------------------------------------
TAX EXEMPT OBLIGATIONS -- 4.4%
of Net Assets
Indiana -- 0.4%
1,650,000 NR/Baa3 East Chicago Indiana Exempt Facilities
Revenue, 7.0%, 1/1/14 $ 1,656,534
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------------
New Jersey -- 1.1%
4,525,000 B/B3 New Jersey Economic Development
Authority Revenue, 7.0%, 11/15/30 $ 4,541,561
----------------------------------------------------------------------------------------------------------
New York -- 0.9%
3,475,000 BB/B2 New York City Industrial Development
Agency Revenue, 7.625%, 12/1/32 $ 3,544,535
----------------------------------------------------------------------------------------------------------
North Carolina -- 2.0%
1,670,000 NR/NR Charlotte North Carolina Special Facilities
Revenue, 7.75%, 2/1/28 $ 1,674,810
6,300,000 NR/NR Charlotte Special Facilities Revenue,
5.6%, 7/1/27 6,307,056
---------------
$ 7,981,866
----------------------------------------------------------------------------------------------------------
TOTAL TAX EXEMPT OBLIGATIONS
(Cost $12,984,949) $ 17,724,496
----------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 0.5% of Net Assets
3,300,000(b)(g) NR/NR Non-Profit Preferred Funding Trust I, 6.75%,
9/15/37 (144A) $ 1,937,100
----------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED
DEBT OBLIGATION
(Cost $3,293,528) $ 1,937,100
----------------------------------------------------------------------------------------------------------
Shares
----------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 1.9% of Net Assets
AUTOMOBILES & COMPONENTS -- 0.1%
Auto Parts & Equipment -- 0.1%
6,803 Lear Corp. $ 373,281
---------------
Total Automobiles & Components $ 373,281
----------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.2%
Building Products -- 0.2%
894(g)(k)(l) Panolam Holdings Co. $ 522,096
---------------
Total Capital Goods $ 522,096
----------------------------------------------------------------------------------------------------------
ENERGY -- 0.1%
Oil & Gas Drilling -- 0.1%
13,045(l) Rowan Companies, Plc, Class A $ 461,271
----------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.0%+
NOK 1(l) Norse Energy Corp., ASA $ 1
---------------
Total Energy $ 461,272
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 33
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------------------------
MATERIALS -- 0.6%
Diversified Metals & Mining -- 0.6%
3,402 Freeport-McMoRan Copper & Gold, Inc.
Class B $ 112,606
37,284 Lyondell Basell Industries NV, Class A 2,359,704
---------------
$ 2,472,310
---------------
Total Materials $ 2,472,310
----------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.2%
Pharmaceuticals -- 0.2%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 707,018
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 707,018
----------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.0%+
Systems Software -- 0.0%+
10,942(g)(l) Perseus Holding Corp. $ 27,355
---------------
Total Software & Services $ 27,355
----------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.7%
Airlines -- 0.4%
97,564(l) Delta Air Lines, Inc. $ 1,610,782
----------------------------------------------------------------------------------------------------------
Marine -- 0.3%
877,784(g)(l) Horizon Lines, Inc., Class A $ 1,228,897
---------------
Total Transportation $ 2,839,679
----------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $7,484,394) $ 7,403,011
----------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK --
0.6% of Net Assets
DIVERSIFIED FINANCIALS -- 0.6%
Other Diversified Financial Services -- 0.6%
1,880(d) Bank of America Corp. $ 2,290,141
---------------
Total Diversified Financials $ 2,290,141
----------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost $1,383,242) $ 2,290,141
----------------------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 1.4% of
Net Assets
INSURANCE -- 0.2%
Reinsurance -- 0.2%
8,500(l) Lorenz Re, Ltd. $ 850,000
---------------
Total Insurance $ 850,000
----------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.9%
Other Diversified Financial Services -- 0.9%
132,750(b) GMAC Capital Trust I, 8.125% $ 3,610,800
---------------
Total Diversified Financials $ 3,610,800
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/13
----------------------------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------------------------
ENERGY -- 0.2%
Oil & Gas Storage & Transportation -- 0.2%
33,350(b) NuStar Logistics LP, 7.625% $ 897,532
---------------
Total Energy $ 897,532
----------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.1%
Systems Software -- 0.1%
5,745(g)(l) Perseus Holding Corp., 14.0% $ 473,962
---------------
Total Software & Services $ 473,962
----------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $4,156,174) $ 5,832,294
----------------------------------------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.0%+ of
Net Assets
AUTOMOBILES & COMPONENTS -- 0.0%+
Auto Parts & Equipment -- 0.0%+
344(l) Lear Corp., Expires 11/9/14 $ 38,145
---------------
Total Automobiles & Components $ 38,145
----------------------------------------------------------------------------------------------------------
ENERGY -- 0.0%
Oil & Gas Equipment & Services -- 0.0%+
650(g)(l) Green Field Energy Services, Inc., Expires
11/15/21 (144A) $ 35,750
----------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.0%+
NOK 131,055(l) Norse Energy Corp., ASA, Expires 6/16/15 $ 3,367
---------------
Total Energy $ 39,117
----------------------------------------------------------------------------------------------------------
TOTAL RIGHTS/WARRANTS
(Cost $42,353) $ 77,262
----------------------------------------------------------------------------------------------------------
Principal
Amount
----------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS --
4.1% -- of Net Assets
REPURCHASE AGREEMENT: 4.1%
$16,650,000 Bank of Nova Scotia, Inc., 0.19%,
dated 4/1/13, repurchase price of
$16,650,000 plus accrued interest on
4/1/13 collateralized by the following:
$6,415,166 Federal National Mortgage
Association, 3.5%, 8/1/42 and
$10,567,924 Freddie Mac Giant,
5.5%, 6/1/35. $ 16,650,000
----------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $16,650,000) $ 16,650,000
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 35
Schedule of Investments | 3/31/13 (continued)
----------------------------------------------------------------------------------------------------------
Principal
Amount Value
----------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
SECURITIES -- 135.2%
(Cost -- $517,527,600) (m) $ 546,746,013
----------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 2.1% $ 8,760,255
----------------------------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION
VALUE, INCLUDING DIVIDENDS
PAYABLE -- (37.3)% $ (151,007,996)
----------------------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO
COMMON SHAREOWNERS -- 100.0% $ 404,498,272
==========================================================================================================
----------------------------------------------------------------------------------------------------------
Notional Unrealized
Principal CREDIT DEFAULT SWAP AGREEMENTS Appreciation
----------------------------------------------------------------------------------------------------------
$ 5,000,000 JPMorgan Chase & Co., MARKIT CDX.NA.HY.19,
5.0%, 12/20/2017 $ 264,736
2,000,000 JPMorgan Chase & Co., Goodyear Tire &
Rubber Co., 5.0%, 12/20/2017 74,283
----------------------------------------------------------------------------------------------------------
TOTAL CREDIT DEFAULT SWAP AGREEMENTS
(Cost $(111,875)) $ 339,019
==========================================================================================================
NR Security not rated by S&P or Moody's.
WR Rating withdrawn by either S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At March
31, 2013, the value of these securities amounted to $247,171,999, or
61.1% of total net assets applicable to common shareowners.
+ Amount rounds to less than 0.1%.
* Senior secured floating rate loan interests in which the Trust invests
generally pay interest at rates that are periodically redetermined by
reference to a base lending plus a premium. These base lending rates are
generally (i) the lending rate offered by one or more major European
banks, such as LIBOR (London InterBank Offered Rate), (ii) the prime
rate offered by one or more major United States banks, (iii) the
certificate of deposit or (iv) other base lending rates used by
commercial lenders. The interest rate shown is the rate accruing at
March 31, 2013.
(a) Floating rate note. The rate shown is the coupon rate at March 31, 2013.
(b) The interest rate is subject to change periodically. The interest is
shown is the rate at March 31, 2013.
(c) Payment in Kind (PIK) security which may pay interest in the form of
additional principal amount.
(d) Security is perpetual in nature and has no stated maturity date.
(e) Debt obligation initially issued at one coupon rate which converts to a
higher coupon rate at a specific date. The rate shown is the rate at
March 31, 2013.
(f) Security is in default and is non income producing.
(g) Indicates a security that has been deemed illiquid. As of March 31,
2013, the aggregate cost of illiquid securities in the Trust's Portfolio
was $16,789,321. As of that date, the aggregate value of illiquid
securities in the Trust's portfolio of $12,973,271 represented 3.2% of
total net assets applicable to common shareowners.
(h) The company is scheduled for approval of a reorganization plan.
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/13
(i) Security is priced as a unit.
(j) Security issued with a zero coupon. Income is recognized through
accretion of discount.
(k) Security is valued using fair value methods (other than prices supplied
by independent pricing services). See Notes to Financial Statements --
Note 1A.
(l) Non-income producing.
(m) At March 31, 2013, the net unrealized appreciation on investments based
on cost for federal tax purposes of $519,860,467 was as follows:
Aggregate gross unrealized appreciation for all investments
in which there is an excess of value over tax cost $ 54,716,665
Aggregate gross unrealized depreciation for all investments
in which there is an excess of tax cost over value $ 27,831,119
------------
Net unrealized appreciation $ 26,885,546
============
For financial reporting purposes net unrealized appreciation on investments was
$29,218,443 and cost of investments aggregated $517,527,600.
(n) At March 31, 2013, distributions of Investments by country of issue, as
a percentage of total investments in securities, was as follows:
United States 73.9%
Canada 6.2
Cayman Islands 3.9
Luxembourg 3.8
Netherlands 2.7
United Kingdom 2.0
Ireland 1.6
Other (individually less than 1%) 5.9
-----
100.0%
=====
Purchases and sales of securities (excluding temporary cash investments) for the
year ended March 31, 2013 aggregated $143,606,511 and $135,011,816,
respectively.
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Principal amounts are denominated in U.S. dollars unless otherwise noted.
EUR -- Euro
GBP -- Great British Pound
NOK -- Norwegian Krone
CNH -- New Chinese Yuan
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels below.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds credit
risks, etc.) See Notes to Financial Statements -- Note 1A.
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments) See Notes
to Financial Statements -- Note 1A.
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) as
Level 3. See Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 37
Schedule of Investments | 3/31/13 (continued)
The following is a summary of the inputs used as of March 31, 2013, in valuing
the Trust's investments.
----------------------------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
----------------------------------------------------------------------------------------------------------------------
Asset Backed Securities $ -- $ 5,375,699 $ -- $ 5,375,699
Collateralized Mortgage
Obligations -- 2,501,521 -- 2,501,521
Senior Secured Floating
Rate Loan Interests -- 18,127,019 -- 18,127,019
Tax Exempt Obligations -- 17,724,496 -- 17,724,496
Corporate Bonds & Notes
Other Diversified Financial Services -- 400,000 1,772,245 2,172,245
All Other -- 439,619,154 -- 439,619,154
Convertible Bonds & Notes -- 23,668,799 -- 23,668,799
Municipal Collateralized
Debt Obligation -- 1,937,100 -- 1,937,100
Sovereign Debt Obligations -- 3,367,272 -- 3,367,272
Common Stocks
Building Products -- -- 522,096 522,096
Systems Software -- 27,355 -- 27,355
All Other 6,853,560 -- -- 6,853,560
Convertible Preferred Stock: 2,290,141 -- -- 2,290,141
Preferred Stocks
Systems Software -- 473,962 -- 473,962
All Other 4,508,332 850,000 -- 5,358,332
Rights/Warrants
Oil & Gas Exploration & Production -- 35,750 -- 35,750
All Other 41,512 -- -- 41,512
Temporary Cash Investments
Repurchase Agreement -- 16,650,000 -- 16,650,000
----------------------------------------------------------------------------------------------------------------------
Total $ 13,693,545 $530,758,127 $ 2,294,341 $546,746,013
======================================================================================================================
Other Financial Instruments
Forward Foreign
Currency Contracts $ -- $ (2,884) $ -- $ (2,884)
Credit Default Swap Agreements -- 339,019 -- 339,019
----------------------------------------------------------------------------------------------------------------------
Total Other Financial
Instruments $ -- $ 336,135 $ -- $ 336,135
======================================================================================================================
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Annual Report | 3/31/13
The following is a reconciliation of assets valued using significant
unobservable inputs (Level 3):
-----------------------------------------------------------------------------------------------------------------------------------
Change in
Balance Realized Unrealized Accrued Transfers Transfers Balance
as of gain appreciation discounts/ in to out of as of
3/31/12 (loss)(1) (depreciation)(2) Purchases Sales premiums Level 3* Level 3* 3/31/13
-----------------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS
& NOTES
Environmental &
Facilities
Services $ 133,492 $(1,220,357) $1,141,508 $ -- $ (54,643) $ -- $-- $-- $ --
Other Diversified
Financial Services -- -- 115,936 1,655,220 -- 1,089 -- -- 1,772,245
CONVERTIBLE BONDS
& NOTES
Marine 1,052,235 -- 1,496,603 -- (2,547,307) (1,531) -- -- --
COMMON STOCKS
Building Products 438,060 -- 84,036 -- -- -- -- -- 522,096
Diversified
Metals &
Mining 918,466 (959,452) 194,064 -- (153,078) -- -- -- --
-----------------------------------------------------------------------------------------------------------------------------------
Ending Balance $2,542,253 $(2,179,809) $3,032,147 $1,655,220 $(2,755,028) $ (442) $-- $-- $2,294,341
===================================================================================================================================
* 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 these securities is included in
the change in unrealized appreciation (depreciation) from investments in
the Statement of Operations.
Net change in unrealized appreciation of Level 3 investments still held and
considered Level 3 at 3/31/13: $199,972.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 39
Statement of Assets and Liabilities | 3/31/13
ASSETS:
Investments in securities, at value (cost $517,527,600) $546,746,013
Cash 5,989,935
Receivables --
Investment securities sold 1,901,441
Interest 12,724,663
Dividends receivable 48,732
Net unrealized appreciation on credit default swaps 339,019
Reinvestment of distributions 297,974
Miscellaneous asset 112,923
----------------------------------------------------------------------------------
Total assets $568,160,700
----------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 10,095,363
Due to affiliates 255,987
Administration fee payable 33,195
Net unrealized depreciation on forward foreign currency
portfolio hedge contracts 2,884
Credit default swaps, premiums received 111,875
Due to broker 290,000
Due to custodian (Cost $1,685,575) 1,725,335
Accrued expenses 139,793
----------------------------------------------------------------------------------
Total liabilities $ 12,654,432
----------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040
shares, including dividends payable of $7,996 $151,007,996
----------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $404,804,748
Undistributed net investment income 15,645,598
Accumulated net realized loss on investment, credit default
swaps and foreign currency transactions (45,461,219)
Net unrealized appreciation on investments 29,218,413
Net unrealized appreciation on credit default swaps 339,019
Net unrealized depreciation on forward foreign currency contracts
and other assets and liabilities denominated in foreign
currencies (48,287)
----------------------------------------------------------------------------------
Net assets applicable to common shareowners $404,498,272
==================================================================================
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $404,498,272 /28,429,194 common shares $ 14.23
==================================================================================
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Annual Report | 3/31/13
Statement of Operations
For the Year Ended 3/31/13
INVESTMENT INCOME:
Interest $52,582,389
Dividends (net of foreign taxes withheld $33,804) 628,055
Facility and other fees 1,039,855
--------------------------------------------------------------------------------------------
Total Investment income $54,250,299
--------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 3,212,895
Administrative reimbursements 122,845
Transfer agent fees and expenses 55,857
Shareholder communication expenses 14,579
Auction agent fees 376,992
Custodian fees 24,236
Registration fees 18,667
Professional fees 94,119
Printing expenses 32,872
Trustees' fees 19,624
Pricing fees 24,745
Miscellaneous 138,498
--------------------------------------------------------------------------------------------
Total expenses $ 4,135,929
--------------------------------------------------------------------------------------------
Net investment income $50,114,370
--------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
FOREIGN CURRENCY TRANSACTIONS:
Net realized gain on:
Investments $ 3,612,854
Credit default swaps 113,056
Forward foreign currency contracts and other
assets and liabilities denominated in foreign currencies 163,561 $ 3,889,471
--------------------------------------------------------------------------------------------
Change in net unrealized appreciation on:
Investments $13,972,017
Credit default swaps 339,019
Forward foreign currency contracts and other
assets and liabilities denominated in foreign currency 83,632 $14,394,668
--------------------------------------------------------------------------------------------
Net gain on investments $18,284,139
--------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS FROM NET
INVESTMENT INCOME: $ (238,251)
--------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $68,160,258
============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 41
Statement of Changes in Net Assets
-----------------------------------------------------------------------------------------
Year Ended
Year Ended 3/31/12
3/31/13 (Consolidated)
-----------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 50,114,370 $ 47,727,570
Net realized gain on investments, credit default swaps
and foreign currency transactions 3,889,471 9,841,877
Change in net unrealized appreciation (depreciation) on
investments, credit default swaps and foreign currency
transactions 14,394,668 (36,254,125)
Distributions to preferred shareowners from net
investment income (238,251) (177,707)
-----------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 68,160,258 $ 21,137,615
-----------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income ($1.65 and $1.65 per
share, respectively) $ (46,710,842) $ (46,381,043)
-----------------------------------------------------------------------------------------
Total distributions to common shareowners $ (46,710,842) $ (46,381,043)
-----------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 3,531,089 $ 3,412,875
-----------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners from Trust share transactions $ 3,531,089 $ 3,412,875
-----------------------------------------------------------------------------------------
Net increase (decrease) in net assets applicable to
common shareowners $ 24,980,505 $ (21,830,553)
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 379,517,767 401,348,320
-----------------------------------------------------------------------------------------
End of year $ 404,498,272 $ 379,517,767
-----------------------------------------------------------------------------------------
Undistributed net investment income $ 15,645,598 $ 12,934,809
-----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
42 Pioneer High Income Trust | Annual Report | 3/31/13
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Year Year
Year Ended Ended Year Year
Ended 3/31/12 3/31/11 Ended Ended
3/31/13 (Consolidated) (Consolidated) 3/31/10 3/31/09
------------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of year $ 13.45 $ 14.33 $ 13.23 $ 7.07 $ 13.41
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.74 $ 1.70 $ 1.68 $ 1.65 $ 1.82
Net realized and unrealized gain (loss) on investments and foreign
currency transactions 0.70 (0.92) 1.09 6.17 (6.38)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to preferred shareowners from:
Net investment income (0.01) (0.01) (0.02) (0.01) (0.13)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.43 $ 0.77 $ 2.75 $ 7.81 $ (4.69)
Distributions to common shareowners from:
Net investment income (1.65) (1.65) (1.65) (1.65) (1.65)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.78 $ (0.88) $ 1.10 $ 6.16 $ (6.34)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year(b) $ 14.23 $ 13.45 $ 14.33 $ 13.23 $ 7.07
====================================================================================================================================
Market value, end of year(b) $ 16.97 $ 16.66 $ 16.55 $ 15.38 $ 8.03
====================================================================================================================================
Total return at market value(c) 12.65% 11.53% 20.12% 119.69% (27.74)%
Ratios to average net assets of common shareowners:
Net expenses (d) 1.08% 1.05% 1.11% 1.23% 1.25%
Net investment income before preferred share distributions 13.03% 12.66% 12.43% 14.92% 17.03%
Preferred share distributions 0.06% 0.05% 0.12% 0.13% 1.22%
Net investment income available to common shareowners 12.97% 12.61% 12.31% 14.79% 15.81%
Portfolio turnover 27% 24% 10% 15% 19%
Net assets of common shareowners, end of period (in thousands) $404,498 $379,518 $401,348 $367,087 $194,057
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/13 43
Financial Highlights (continued)
----------------------------------------------------------------------------------------------------------------------------------
Year Year
Year Ended Ended Year Year
Ended 3/31/12 3/31/11 Ended Ended
3/31/13 (Consolidated) (Consolidated) 3/31/10 3/31/09
----------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) $151,000 $151,000 $151,000 $151,000 $151,000
Asset coverage per preferred share, end of period(e) $ 91,971 $ 87,835 $ 91,450 $ 85,777 $ 57,131
Average market value per preferred share $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,001 $ 25,001 $ 25,001 $ 25,001 $ 25,002
Ratios to average net assets of common shareowners before waivers
and reimbursement of expenses
Total expenses 1.08% 1.05% 1.11% 1.23% 1.25%
Net investment income before preferred share distributions 13.03% 12.66% 12.43% 14.92% 17.03%
Preferred share distributions 0.06% 0.05% 0.12% 0.13% 1.22%
Net investment income available to common shareowners 12.97% 12.61% 12.31% 14.79% 15.81%
===================================================================================================================================
(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 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.
44 Pioneer High Income Trust | Annual Report | 3/31/13
Notes to Financial Statements | 3/31/13
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 Senior
floating rate loan interests (senior loans) are valued in accordance with
guidelines established by the Board of Trustees at the mean between the
last available bid and asked prices from one or more brokers or dealers as
obtained from Loan Pricing Corporation. Loan interests for which no
reliable price quotes are available will be valued using inputs/data
furnished 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. Shares of money market mutual funds are
valued at their net asset value.
Pioneer High Income Trust | Annual Report | 3/31/13 45
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 market prices and/or quotations are
not readily available or are considered to be unreliable are valued by or
at the direction or with the approval of the Valuation Committee using fair
value methods pursuant to procedures adopted by the Board of Trustees. The
Valuation Committee is comprised of certain members of 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 significantly from exchange prices and such differences could be
material. Pioneer Investment Management, Inc. (PIM) is responsible for
monitoring developments that may impact fair valued securities and for
discussing and assessing fair values on an ongoing basis, and at least
quarterly, with the Valuation Committee.
At March 31, 2013, two securities were valued using fair value methods (in
addition to securities valued using prices supplied by independent pricing
services) representing 0.6% 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.
46 Pioneer High Income Trust | Annual Report | 3/31/13
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually
received. Further, the effects of changes in foreign currency exchange
rates on investments are not segregated in the Statement of Operations from
the effects of changes in market prices of those securities but are
included with the net realized and unrealized appreciation or depreciation
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 appreciation or depreciation
are recorded in the Trust's financial statements. The Trust records
realized gains and losses at the time a portfolio hedge is offset by entry
into a closing transaction or extinguished by delivery of the currency.
Risks may arise upon entering into these contracts from the potential
inability of counterparties to meet the terms of the contracts and from
unanticipated movements in the value of foreign currencies relative to the
U.S. dollar (see Note 5).
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no provision for federal income taxes is required.
As of March 31, 2013, the Trust did not have any interest and penalties
related to uncertain tax positions, which, if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax years for the
prior three fiscal years remain subject to examination by federal and state
tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences.
Pioneer High Income Trust | Annual Report | 3/31/13 47
At March 31, 2013, the Trust reclassified $454,488 to decrease
undistributed net investment income, $459,906 to decrease net realized
loss on investments and $5,418 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, 2013, the Trust had a net capital loss carryforward of
$44,553,197 of which the following amounts will expire between 2018 and
2019 if not utilized: $42,435,787 in 2018 and $2,117,410 in 2019.
The Trust elected to defer $1,012,389 of capital losses recognized between
November 1, 2012 and March 31, 2013 to its fiscal year ending March 31,
2014.
The tax character of distributions paid to common and preferred shareowners
during the years ended March 31, 2013 and March 31, 2012 was as follows:
-------------------------------------------------------------------------
2013 2012
-------------------------------------------------------------------------
Distribution paid from:
Ordinary income $46,949,093 $46,558,750
-------------------------------------------------------------------------
Total $46,949,093 $46,558,750
=========================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2013.
-------------------------------------------------------------------------
2013
-------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 19,426,936
Capital loss carryforward (44,553,197)
Post-October loss deferred (1,012,389)
Dividends payable (7,996)
Unrealized appreciation 25,840,170
-------------------------------------------------------------------------
Total $ (306,476)
=========================================================================
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 appreciation 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.
48 Pioneer High Income Trust | Annual Report | 3/31/13
Under normal market conditions, the Trust invests at least 80% of its
assets in below investment grade (high-yield) debt securities, loans and
preferred stocks. Because the Trust's investments are concentrated in
high-yield securities, the Trust is subject to risks of such securities.
Below investment grade securities are commonly referred to as "junk bonds"
and are considered speculative with respect to the issuer's capacity to pay
interest and repay principal. The Trust's investments in certain foreign
markets or countries with limited developing markets may subject the Trust
to a greater degree of risk than in a developed market. These risks include
disruptive political or economic conditions and the possible imposition of
adverse governmental laws or currency exchange restrictions.
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. 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.
Pioneer High Income Trust | Annual Report | 3/31/13 49
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.
H. Credit Default Swap Agreements
A credit default swap is a contract between a buyer of protection and a
seller of protection against a pre-defined credit event. The Trust may buy
or sell credit default swap contracts to increase the Trust's income, to
add leverage to the portfolio or to hedge the risk of default on portfolio
securities. As a seller of protection, the Trust would be required to pay
notional (or other agreed-upon) value of the referenced debt obligation to
the counterparty in the event of a default by a U.S. or foreign corporate
issuer of a debt obligation, which would likely result in a loss to the
Trust. In return, the Trust would receive from the counterparty a periodic
stream of payments during the term of the contract provided that no event
of default occurred. The maximum exposure of loss to the seller would be
the notional value of the credit default swaps outstanding. If no default
occurs, the Trust would keep the stream of payments and would have no
payment obligation. The Trust may also buy credit default swap contracts in
order to hedge against risk of default of debt securities, in which case
the Trust would function as the counterparty reference above.
50 Pioneer High Income Trust | Annual Report | 3/31/13
When the Trust enters into a credit default swap contract, one party, the
protection buyer, makes an upfront or periodic payment to the protection
seller in exchange for the right to receive a contingent payment. An
upfront payment received by the Trust, as the protection seller, is
recorded as a liability in the Trust's records. An upfront payment made by
the Trust, as the protection buyer, is recorded as an asset in the Trust's
records. Periodic payments received or paid by the Trust are recorded as
realized gains or losses.
The credit default swap contracts are market-to-market daily using
valuations supplied by independent sources and the change in value, if any,
is recorded as unrealized appreciation or depreciation. Payments received
or made as a result of a credit event or upon termination of the contract
are recognized, net of the appropriate amount of the upfront payment, as
realized gains or losses.
Credit default swap contracts involving the sale of protection may involve
greater risks than if the Trust had invested in the referenced debt
instrument directly. Credit default swap contracts are subject to general
market risk, liquidity risk, counterparty risk and credit risk. If the
Trust is a protection buyer and no credit event occurs, it will lose its
investment. If the Trust is a protection seller and a credit event occurs,
the value of the referenced debt instrument is received by the Trust.
During the year ended March 31, 2013, the Trust opened two credit default
swaps, with a combined notional amount of $7,000,000, which were still open
at year end. Credit default swap contracts outstanding at year end are
listed at the end of the Trust's schedule of investments.
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, 2013, 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.
Pioneer High Income Trust | Annual Report | 3/31/13 51
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,
2013, $289,182 was payable to PIM related to management costs, administrative
costs and certain other reimbursements and is included in "Due to affiliates"
and "Administration fee" on the Statement of Assets and Liabilities.
Effective April 2, 2012, PIM has retained Brown Brothers Harriman & Co. (BBH) to
provide certain administrative and accounting services to the Trust on its
behalf. For such services, the Trust pays BBH a monthly fee at an annual rate of
0.025% of the Trust's average daily managed assets subject to a minimum monthly
fee of $6,250. Previously, PIM had retained State Street Bank and Trust Company
(State Street) to provide such services. PIM paid 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.
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), a wholly owned
indirect subsidiary of UniCredit, through a sub-transfer agency agreement with
American Stock Transfer & Trust Company, provides substantially all transfer
agent and shareowner services related to the Trust's common shares at negotiated
rates. Deutsche Bank Trust Company Americas (Deutsche Bank) is the transfer
agent, registrar, dividend paying agent and auction agent with respect to the
Trust's Auction Market Preferred Shares (AMPS). The Trust pays Deutsche Bank an
annual fee, as is agreed to from time to time by the Trust and Deutsche Bank,
for providing such services.
In addition, the Trust reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareowner communications activities such as proxy and
statement mailings and outgoing phone calls.
4. Expense Offset Arrangement
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion of
the Trust's custodian expenses. For the year ended March 31, 2013, the Trust
expenses were not reduced under such arrangement.
5. Forward Foreign Currency Contracts
During the year ended March 31, 2013, 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
52 Pioneer High Income Trust | Annual Report | 3/31/13
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, 2013 was $7,614,160. At
March 31, 2013, the Trust had no outstanding settlement contracts.
Open portfolio hedges at March 31, 2013, were as follows:
------------------------------------------------------------------------------------------
Net
Contracts In Net
to Receive/ Exchange Settlement Unrealized
Currency (Deliver) for US$ Date US$ Value (Depreciation)
------------------------------------------------------------------------------------------
GBP (Pound Sterling) (886,000) $(1,341,581) 3/28/14 $ (1,344,465) $ (2,884)
==========================================================================================
6. Unfunded Loan Commitments
As of March 31, 2013, the Trust had an no unfunded loan commitments.
The Trust had the following bridge loan commitment outstanding at March 31,
2013.
------------------------------------------------------------------------------------------
Unrealized
Appreciation
Borrower Par Cost Value (Depreciation)
------------------------------------------------------------------------------------------
Constellation Brands, Inc. $2,050,000 $2,050,000 $2,050,000 $ --
==========================================================================================
7. Basis for Consolidation of the Financial Statements
The consolidated financial statements of the Portfolio as of March 31, 2012
included 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 was wholly-owned and controlled by the Portfolio. The Subsidiary acted as an
investment vehicle for the Portfolio's interest in Blaze Recycling and Metals
LLC, Class A Units ("Blaze").
On November 20, 2012, the Subsidiary sold its interest in Blaze, and liquidated
on March 31, 2013. The disposition of this investment resulted in a recognized
loss of $959,452, which is reflected as part of the Net Realized Gain (Loss) on
Investments in the Statement of Operations. The investment in the Subsidiary had
no other impact on the Fund's operations. As a result, the financial statements
as of March 31, 2013 are not consolidated.
8. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Pioneer High Income Trust | Annual Report | 3/31/13 53
Transactions in common shares of beneficial interest for the years ended March
31, 2013 and March 31, 2012 were as follows:
--------------------------------------------------------------------------------
3/31/13 3/31/12
--------------------------------------------------------------------------------
Shares outstanding at beginning of year 28,213,163 27,999,225
Reinvestment of distributions 216,031 213,938
--------------------------------------------------------------------------------
Shares outstanding at end of year 28,429,194 28,213,163
================================================================================
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, 2013, 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 0.09% to 0.24%
during the year ended March 31, 2013.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, the Trust does not comply with the asset coverage
ratios described in the prospectus for the AMPS.
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
54 Pioneer High Income Trust | Annual Report | 3/31/13
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, 2013 were as follows:
-----------------------------------------------------------------------------------------------
Derivatives Not
Accounted for as Asset Derivatives 2013 Liabilities Derivatives 2013
Hedging Instruments -----------------------------------------------------------------
Under Accounting Statement of Assets Statement of Assets
Standards Codification and Liabilities and Liabilities
(ASC) 815 Location Value Location Value
-----------------------------------------------------------------------------------------------
Forward foreign currency Net unrealized $ -- Net unrealized $(2,884)
portfolio hedge contracts appreciation on depreciation on
forward foreign forward foreign
currency portfolio currency portfolio
hedge contracts hedge contracts
Credit default swaps Net unrealized $339,019 Net unrealized $ --
appreciation on depreciation on
credit default credit default
swaps swaps
-----------------------------------------------------------------------------------------------
Total $339,019 $(2,884)
===============================================================================================
Pioneer High Income Trust | Annual Report | 3/31/13 55
The effect of derivative instruments on the Statement of Operations for the year
ended March 31, 2013 was as follows:
--------------------------------------------------------------------------------------------------
Change in
Derivatives Not Realized Unrealized
Accounted for as Gain or Appreciation
Hedging Instruments (Loss) on or (Depreciation)
Under Accounting Location of Gain or (Loss) Derivatives on Derivatives
Standards Codification on Derivatives Recognized Recognized Recognized
(ASC) 185 in Income in Income in Income
--------------------------------------------------------------------------------------------------
Forward foreign currency Net realized gain (loss) on forward $615,565
portfolio hedge foreign currency contracts and
contracts other assets and liabilities
denominated in foreign currencies
Forward foreign currency Change in net unrealized $(126,943)
portfolio hedge appreciation (depreciation) on
contracts forward foreign currency contracts
and other assets and liabilites
denominated in foreign currencies
Credit Default Swaps Net realized gain (loss) on credit $113,056
default swaps
Credit Default Swaps Change in unrealized appreciation
(depreciation) on credit default
swaps $ 339,019
10. Subsequent Events
The Board of Trustees of the Trust declared on April 3, 2013 a dividend from
undistributed net investment income of $0.1375 per common share payable April
30, 2013, to common shareowners of record on April 16, 2013.
Subsequent to March 31, 2013, dividends declared and paid on preferred shares
totaled $16,953 in aggregate for the three outstanding preferred share series
through May 14, 2013.
56 Pioneer High Income Trust | Annual Report | 3/31/13
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareowners of
Pioneer High Income Trust:
--------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of Pioneer
High Income Trust (the "Trust"), including the schedule of investments, as of
March 31, 2013, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Trust's internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of March 31, 2013, 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 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, 2013, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with U.S. generally accepted accounting
principles.
Ernst & Young LLP
Boston, Massachusetts
May 28, 2013
Pioneer High Income Trust | Annual Report | 3/31/13 57
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's invest-
ment 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, 2013:
Interest-Related Dividends for Non-U.S. Residents 81.66%*
-------------------------
* Represents the portion of the taxable ordinary income dividends eligible
for tax exemption from U.S. withholding tax for nonresident aliens and
foreign corporations.
58 Pioneer High Income Trust | Annual Report | 3/31/13
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 2012 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the process.
In July 2012, 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 2012 and September 2012. 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, 2012 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 13, 2012, 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
Pioneer High Income Trust | Annual Report | 3/31/13 59
by PIM's senior management to the Pioneer fund complex. In addition, the
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 fourth quintile of its Morningstar
category for the one year period ended June 30, 2012, and in the first quintile
of its Morningstar category for the three and five year periods ended June 30,
2012. (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 discussed the Trust's performance record. They
indicated that they were satisfied with the discussions with PIM with respect to
the Trust's performance.
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.
60 Pioneer High Income Trust | Annual Report | 3/31/13
The Trustees considered that the Trust's management fee rate (based on managed
assets) for the twelve months ended June 30, 2012 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, 2012 was in the first quintile relative to its Strategic Insight peer group
for the comparable period.
The Trustees reviewed management fees charged by PIM and PIM's affiliate,
Pioneer Institutional Asset Management, Inc. (together with PIM, "Pioneer") to
institutional and other clients, including publicly offered European funds
sponsored by affiliates of Pioneer, unaffiliated 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 Pioneer's costs in providing services to the other
clients and considered the differences in management fees and profit margins for
Trust and non-Trust services. In evaluating the fees associated with Pioneer'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
Pioneer's management of 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
Pioneer High Income Trust | Annual Report | 3/31/13 61
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 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.
62 Pioneer High Income Trust | Annual Report | 3/31/13
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
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
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 serves
as a trustee of each of the 56 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the Trust is 60 State Street, Boston, Massachusetts
02109.
The Statement of Additional Information of the 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 | 3/31/13 63
Independent Trustees
-------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
-------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (62) Class I Trustee since Chairman and Chief Executive Officer, Director, Broadridge Financial
Chairman of the Board 2006. Term expires in Quadriserv, Inc. (technology products Solutions, Inc. (investor
and Trustee 2015. for securities lending industry) (2008 communications and securities
- present); Private investor (2004 - processing provider for
2008); and Senior Executive Vice financial services industry)
President, The Bank of New York (2009 - present); Director,
(financial and securities services) Quadriserv, Inc. (2005 -
(1986 - 2004) present); and Commissioner, New
Jersey State Civil Service
Commission (2011 - present)
-------------------------------------------------------------------------------------------------------------------------------
David R. Bock (69) Class II Trustee since Managing Partner, Federal City Capital Director of Enterprise
Trustee 2005. Term expires in Advisors (corporate advisory services Community Investment, Inc.
2013. company) (1997 - 2004 and 2008 - (privately-held affordable
present); Interim Chief Executive housing finance company) (1985 -
Officer, Oxford Analytica, Inc. 2010); Director of Oxford
(privately held research and Analytica, Inc. (2008 -
consulting company) (2010); Executive present); Director of The Swiss
Vice President and Chief Financial Helvetia Fund, Inc. (closed-end
Officer, I-trax, Inc. (publicly traded fund) (2010 - present); and
health care services company) (2004 - Director of New York Mortgage
2007); and Executive Vice President Trust (publicly traded mortgage
and Chief Financial Officer, Pedestal REIT) (2004 - 2009, 2012 -
Inc. (internet-based mortgage trading present)
company) (2000 - 2002)
-------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (68) Class III Trustee since William Joseph Maier Professor of Trustee, Mellon Institutional
Trustee 2008. Term expires in Political Economy, Harvard University Funds Investment Trust and
2014. (1972 - present) Mellon Institutional Funds
Master Portfolio (oversaw 17
portfolios in fund complex)
(1989-2008)
-------------------------------------------------------------------------------------------------------------------------------
64 Pioneer High Income Trust | Annual Report | 3/31/13
-------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
-------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (65) Class III Trustee since Founding Director, Vice President and None
Trustee 2002. Term expires in Corporate Secretary, The Winthrop
2014. Group, Inc. (consulting firm)
(1982-present); Desautels Faculty of
Management, McGill University (1999 -
present); and Manager of Research
Operations and Organizational
Learning, Xerox PARC, Xerox's advance
research center (1990-1994)
-------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (64) Class I Trustee since President and Chief Executive Officer, Director of New America High
Trustee 2002. Term expires in Newbury, Piret & Company, Inc. Income Fund, Inc. (closed-end
2015. Elected by (investment banking firm) (1981 - investment company) (2004 -
Preferred Shares only. present) present); and member, Board of
Governors, Investment Company
Institute (2000 - 2006)
-------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (84) Class II Trustee since Senior Counsel, Sullivan & Cromwell Director, The Swiss Helvetia
Trustee 2002. Term expires in LLP (law firm) (1998 - present); and Fund, Inc. (closed-end
2013. Partner, Sullivan & Cromwell LLP investment company); and
(prior to 1998) Director, Invesco, Ltd.
(formerly AMVESCAP, PLC)
(investment manager)
(1997-2005)
-------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/13 65
Interested Trustees
-------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Trustee
-------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (86)* Class II Trustee since Non-Executive Chairman and a None
Trustee, President and 2002. Term expires in director of Pioneer Investment
Chief Executive Officer of 2013. Elected by Management USA Inc. ("PIM-USA");
the Trust Preferred Shares only. 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 Nano-C,
Inc. (since 2003); Director of Cole
Management Inc. (2004 - 2011);
Director of Fiduciary Counseling,
Inc. (until December 2011);
President of all of the Pioneer
Funds; and Retired Partner, Wilmer
Cutler Pickering Hale and Dorr LLP
-------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (54)* Class III Trustee since Director, CEO and President of None
Trustee and Executive Vice 2007. Term expires in PIM-USA (since February 2007);
President 2014. 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.
66 Pioneer High Income Trust | Annual Report | 3/31/13
Fund Officers
-------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
-------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (48) Since 2003. Serves at Vice President and Associate General None
Secretary and Chief Legal the discretion of the Counsel of Pioneer since January
Officer Board. 2008; Secretary and Chief Legal
Officer of all of the Pioneer Funds
since June 2010; Assistant Secretary
of all of the Pioneer Funds from
September 2003 to May 2010; and Vice
President and Senior Counsel of
Pioneer from July 2002 to December
2007
-------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (52) Since 2010. Serves at Fund Governance Director of Pioneer None
Assistant Secretary the discretion of the since December 2006 and Assistant
Board. 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 (50) Since 2010. Serves at Counsel of Pioneer since June 2007 None
Assistant Secretary the discretion of the and Assistant Secretary of all the
Board. Pioneer Funds since June 2010; and
Vice President and Counsel at State
Street Bank from October 2004 to
June 2007
-------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (53) Since 2008. Serves at Vice President - Fund Treasury of None
Treasurer and Chief the discretion of the Pioneer; Treasurer of all of the
Financial and Accounting Board. Pioneer Funds since March 2008;
Officer of the Trust Deputy Treasurer of Pioneer from
March 2004 to February 2008; and
Assistant Treasurer of all of the
Pioneer Funds from March 2004 to
February 2008
-------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (47) Since 2002. Serves at Assistant Vice President - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer; and Assistant
Board. Treasurer of all of the Pioneer
Funds
-------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Since 2002. Serves at Fund Accounting Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer; and Assistant
Board. Treasurer of all of the Pioneer
Funds
-------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/13 67
Fund Officers(continued)
-------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Fund Length of Service Principal Occupation Held by Officer
-------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (33) Since 2009. Serves at Fund Administration Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer since November
Board. 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 (60) Since 2010. Serves at Chief Compliance Officer of Pioneer None
Chief Compliance Officer the discretion of the and of all the Pioneer Funds since
Board. 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
-------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (42) Since 2006. Serves at Director - Transfer Agency None
Anti-Money Laundering the discretion of the Compliance of Pioneer and
Officer Board. Anti-Money Laundering Officer of
all the Pioneer funds since 2006
-------------------------------------------------------------------------------------------------------------------------------
68 Pioneer High Income Trust | Annual Report | 3/31/13
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site us.pioneerinvestments.com.
The Trust files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at www.sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2013 Pioneer Investments 19206-07-0513
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
$42,076 in 2013 and $42,086 in 2012.
(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
Audit related fees for the Trust's audit related
services totaled approximately $9,652 and $9,652 in
2013 and 2012, 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
2013 and 2012, respectively.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Other Fees
There were no fees for other services in
2013 and 2012.
(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,
2013 and 2012, 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
2013 and $17,942 in 2012.
(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.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
2
Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
11
Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
12
We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
13
We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
16
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of March 31, 2013. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NUMBER OF FEE IS FEE IS
NAME OF ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED MANAGED (000'S) BASED BASED (000'S)
------------------- ---------------------------------- ----------- ----------------- ---------------- --------------
Andrew Feltus Other Registered Investment
Companies 9 $13,855,764 N/A N/A
Other Pooled Investment Vehicles 3 $ 5,283,128 N/A N/A
Other Accounts 1 $ 658,035 N/A N/A
------------------- ---------------------------------- ----------- ----------- ---------------- --------------
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Pioneer does not
believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Pioneer has adopted procedures that it believes are
reasonably designed to detect and prevent violations of the federal securities
laws and to mitigate the potential for conflicts of interest to affect its
portfolio management decisions, there can be no assurance that all conflicts
will be identified or that all procedures will be effective in mitigating the
potential for such risks. Generally, the risks of such conflicts of interest
are increased to the extent that a portfolio manager has a financial incentive
to favor one account over another. Pioneer has structured its compensation
arrangements in a manner that is intended to limit such potential for conflicts
of interest. See "Compensation of Portfolio Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and consistency with the
accounts' investment objectives and policies. This allocation methodology
necessarily involves some subjective elements but is intended over time to
treat each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata
0
basis. Although Pioneer believes that its practices are reasonably designed to
treat each client in an equitable and fair manner, there may be instances
where a fund may not participate, or may participate to a lesser degree than
other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount that
may influence the market price of the security, accounts that purchased or
sold the security first may receive a more favorable price than accounts
that made subsequent transactions. The less liquid the market for the
security or the greater the percentage that the proposed aggregate purchases
or sales represent of average daily trading volume, the greater the
potential for accounts that make subsequent purchases or sales to receive a
less favorable price. When a portfolio manager intends to trade the same
security on the same day for more than one account, the trades typically are
"bunched," which means that the trades for the individual accounts are
aggregated and each account receives the same price. There are some types of
accounts as to which bunching may not be possible for contractual reasons
(such as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in the
best possible price. Where those accounts or circumstances are involved,
Pioneer will place the order in a manner intended to result in as favorable
a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or to
compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise. For
example, if a portfolio manager purchases a security for one account and
sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Pioneer seeks to avoid such potentially conflicting
situations. However, where a portfolio manager is responsible for accounts
with differing investment objectives and policies, it is possible that the
portfolio manager will conclude that it is in the best interest of one
account to sell a portfolio security while another account continues to hold
or increase the holding in such security.
COMPENSATION OF PORTFOLIO MANAGER
Pioneer has adopted a system of compensation for portfolio managers that seeks
to align the financial interests of the portfolio managers with those of
shareholders of the accounts (including Pioneer funds) the portfolio managers
manage, as well as with the financial performance of Pioneer. The compensation
program for all Pioneer portfolio managers includes a base salary (determined
by the rank and tenure of the employee) and an annual bonus program, as well as
customary benefits that are offered generally to all full-time employees. Base
compensation is fixed and normally reevaluated on an annual basis. Pioneer
seeks to set base compensation at market rates, taking into account the
experience and responsibilities of the portfolio manager. The bonus plan is
intended to provide a competitive level of annual bonus compensation that is
tied to the portfolio manager achieving superior investment performance and
align the interests of
1
the investment professional with those of shareholders, as well as with the
financial performance of Pioneer. Any bonus under the plan is completely
discretionary, with a maximum annual bonus that may be in excess of base
salary. The annual bonus is based upon a combination of the following factors:
o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance
calculation is based on pre-tax investment performance of all of the
accounts managed by the portfolio manager (which includes the fund and any
other accounts managed by the portfolio manager) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending
on December 31. The accounts, which include the fund, are ranked against a
group of mutual funds with similar investment objectives and investment
focus (60%) and a broad-based securities market index measuring the
performance of the same type of securities in which the accounts invest
(40%), which, in the case of the fund, is the Bank of America Merrill Lynch
High Yield Master II Index. As a result of these two benchmarks, the
performance of the portfolio manager for compensation purposes is measured
against the criteria that are relevant to the portfolio manager's
competitive universe.
o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes objectives,
such as effectiveness in the areas of teamwork, leadership, communications
and marketing, that are mutually established and evaluated by each portfolio
manager and management.
o PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial performance,
as well as the investment performance of its investment management group,
affect a portfolio manager's actual bonus by a leverage factor of plus or
minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and
retain key contributors. Senior executives or other key employees are granted
performance units based on the stock price performance of UniCredit and the
financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER
The following table indicates as of March 31, 2013 the value, within the
indicated range, of shares beneficially owned by the portfolio manager of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
Andrew Feltus C
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
2
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, 2013
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, 2013
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date May 30, 2013
* Print the name and title of each signing officer under his or her signature.