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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2008 through March 31, 2009
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, 2009
Ticker Symbol: PHT
[LOGO] PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 9
Prices and Distributions 10
Performance Update 11
Schedule of Investments 12
Financial Statements 32
Financial Highlights 35
Notes to Financial Statements 37
Report of Independent Registered Public Accounting Firm 46
Approval of Investment Advisory Agreement 49
Trustees, Officers and Service Providers 52
Pioneer High Income Trust | Annual Report | 3/31/09 1
President's Letter
Dear Shareowner,
Stock and bond markets around the globe have been experiencing one of their
most tumultuous periods in history. Investors have witnessed volatility of a
magnitude that many have never before seen. Distance often provides the best
vantage point for perspective. Still, we believe that the benefits of basic
investment principles that have stood the test of time -- even in the midst of
market turmoil -- cannot be underestimated.
First, invest for the long term. The founder of Pioneer Investments, Philip L.
Carret, began his investment career during the 1920s. One lesson he learned is
that while great prosperity affords an advantageous time for selling stocks,
extreme economic slumps can create opportunities for purchase. Indeed, many of
our portfolio managers, who follow the value-conscious investing approach of
our founder, are looking at recent market conditions as an opportunity to buy
companies whose shares we believe have been unjustifiably beaten down by
indiscriminate selling, but that we have identified as having strong prospects
over time. While investors may be facing a sustained market downturn, we
continue to believe that patience, along with staying invested in the market,
are important considerations for long-term investors.
A second principle is to stay diversified across different types of
investments. The global scope of the current market weakness poses challenges
for this basic investment axiom. But the turbulence makes now a good time to
reassess your portfolio and make sure that your investments continue to meet
your needs. We believe you should work closely with your financial advisor to
find the mix of stocks, bonds and money market assets that is best aligned to
your particular risk tolerance and investment objective.
As the investment markets sort through the continuing crisis in the financial
industry, we are staying focused on the fundamentals and risk management. With
more than 80 years of experience behind us, we have learned how to navigate
turbulent markets. At Pioneer Investments, risk management has always been a
critical part of our culture -- not just during periods of extraordinary
volatility. Our investment process is based on fundamental research,
quantitative analysis and active portfolio management. This three-pillared
process, which we apply to each of our portfolios, is supported by an
integrated team approach and is designed to carefully balance risk and reward.
While we
2 Pioneer High Income Trust | Annual Report | 3/31/09
see potential chances for making money in many corners of the market, it takes
research and experience to separate solid investment opportunities from
speculation.
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. Thank you for investing with Pioneer.
Respectfully,
/s/ Daniel K. Kingsbury
---------------------------------------
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Pioneer High Income Trust | Annual Report | 3/31/09 3
Portfolio Management Discussion | 3/31/09
High-yield corporate bond prices fell dramatically over the 12 months ended
March 31, 2009, as a crisis in the credit markets spread into the financials
sector and weakened the overall economy. In reaction, fixed-income investors
fled to the highest-quality havens. In the following interview, Andrew Feltus,
portfolio manager, discusses the factors that influenced the performance of
Pioneer High Income Trust over the 12 months ended March 31, 2009. Mr. Feltus,
a member of Pioneer's fixed income team, is responsible for the daily
management of the Trust.
Q How did Pioneer High Income Trust perform during the 12 months ended March
31, 2009?
A Pioneer High Income Trust produced a total return of -37.61% at net asset
value over the 12 months ended March 31, 2009. At market price, the Trust
returned -27.74%. Shares of the Trust sold at a 13.5% premium to net asset
value at the close of the period on March 31, 2009. During the same
12-month period, the Trust's benchmark, the Merrill Lynch High Yield Master
II Index, returned -20.28%. On March 31, 2009, the Trust's 30-day SEC yield
was 22.74%, and its current dividend yield, based on market close was
20.55%.
Q What was the investment environment like over the 12 months ended March 31,
2009?
A The Trust's fiscal year began in the spring of 2008 on a note of optimism, as
investors believed that problems in the subprime mortgage market, which had
led to the collapse of investment bank Bear Stearns, appeared to be under
control. High-yield bonds produced positive returns in April and May of
2008, but the credit markets started deteriorating over the summer at the
same time that declines in housing prices started accelerating. The Federal
government was forced to come to the aid of mortgage institutions Fannie
Mae and Freddie Mac in August 2008. One month later, investment bank Lehman
Brothers filed for bankruptcy, setting off a chain reaction throughout the
financial sector. This led to the restricted availability of credit, as
banks and fixed-income investors attempted to avoid any credit risks. The
Federal government then came to the aid of insurance giant American
International Group (AIG) when it appeared unable to back up its
commitments on derivative financial products. This combination of events
sent corporate bond prices, especially high-yield bond prices, into a
virtual free-fall. High-yield bonds suffered their worst monthly
performance on record in October 2008, and their second-worst performance
the following month. As business fundamentals deteriorated, valuations in
the high-yield market reached extreme levels. Any companies that needed new
financing were particularly hurt.
4 Pioneer High Income Trust | Annual Report | 3/31/09
By the end of 2008, however, signs of a break in the market began
appearing. Investors took encouragement from the initiatives of the Federal
Reserve Board (the "Fed") and the U.S. Treasury Department to improve the
capital positions of major financial institutions and re-stimulate economic
growth. High-yield bond prices modestly recovered and the sector produced
positive returns in the first quarter of 2009, which was the final quarter
of the Trust's fiscal year.
Notwithstanding the revival of high-yield performance in the final months
of the Trust's fiscal year, valuations in the market remained at extreme
levels at the end of the fiscal period on March 31, 2009, reflecting an
assumed default rate in the sector of more than 18%, which would be higher
than the default rates seen during the depths of the Great Depression. We
viewed these depressed prices as an opportunity for investors, although it
may take time for the U.S. and global economies to recover fully from
current conditions.
Q What were the principal factors affecting the Trust's performance over the 12
months ended March 31, 2009?
A The Trust's return at net asset value trailed the benchmark Merrill Lynch
High Yield Master II Index by a significant margin, principally because of
the effects of the Trust's strategy to use leverage, or borrowed funds, to
invest. This is a normal part of our investment strategy. We obtain
financing by issuing auction rate preferred shares, which is a low-cost way
of borrowing money. Leverage tends to exaggerate performance both when the
market is producing positive returns and when it is producing negative
returns. During the Trust's fiscal year, the use of leverage exacerbated
the effects of the declining prices of high-yield bonds.
Because of the crisis in the credit markets, the market for auction rate
preferred shares was frozen over the 12 months ended March 31, 2009. That
made it difficult for investors holding auction rate preferred shares to
sell their shares, and it increased the borrowing costs incurred by the
Trust because of the terms outlined by the documents authorizing issuance
of preferred shares. At the end of the fiscal year, the Trust's leverage
ratio was 43.8%, an increase from the 29% level at the start of the
12-month period on April 1, 2008. While the amount of borrowed funds had
not increased, the declining values of the bonds in the Trust's portfolio
increased the proportion of leverage.
Q What were some of the investments that most affected the Trust's results
during the 12 months ended March 31, 2009?
A Despite the market downturn, several of the Trust's investments did well.
They included bonds issued by PNA Group, a metals distributor, which were
bought back by the company when it was acquired by Reliance Steel &
Pioneer High Income Trust | Annual Report | 3/31/09 5
Aluminum. In addition, the Trust's investment in bank loans to Talecris
Biotherapeutics, a health care company that processes blood supplies, rose
in value when the company entered into a business agreement with another
corporation. The Trust also profited because of the underlying value of
assets held by two companies that defaulted on their bonds: VeraSun Energy
and Charter Communications. While both VeraSun, a producer of ethanol-based
fuels, and Charter, a cable communications corporation, defaulted on their
bond payments, the Trust's position was protected.
Several other bond investments detracted from the Trust's results when the
companies defaulted. Land Source, a joint venture involved in real estate
development in California, fell victim to the depressed real estate market
and filed for bankruptcy protection. Other defaulted bond holdings included
securities issued by: Aleris International, an aluminum manufacturer and
metals distributor; Trump Entertainment, a casino and resort operator in
Atlantic City; and ARCO Chemical.
Q Did you make any adjustments in the Trust's investment strategy during the
12-month period ended March 31, 2009?
A While we retained the Trust's focus on high-yield corporate bonds, we made
two notable changes in the Trust's portfolio composition during the fiscal
year ended March 31, 2009. The first was to increase the Trust's exposure
to the banking sector by buying preferred shares of major financial
institutions. We were attracted by the yields offered by these securities,
which were competitive to high-yield bonds, even though the preferred
shares were rated higher and potentially offered greater protection for
investors. We focused on some of the most important U.S. banks, with
investments in companies such as Wells Fargo, PNC and Bank of America. We
also increased the Trust's investments in non-government agency mortgages,
which we thought were more attractive than many high-yield bonds.
At the end of the fiscal year on March 31, 2009, nearly 66% of the Trust's
assets were invested in U.S. high-yield debt, and more than 18% of assets
were invested in emerging market and international high-yield securities.
Investments in U.S. investment-grade securities accounted for more than 10%
of the Trust's assets, and just over 3% of assets were invested in
convertible debt. The average credit rating of the Trust's holdings
remained at B as of March 31, 2009.
Q What is your investment outlook?
A Although the high-yield market gained in the first three months of 2009, the
market still was experiencing defaults at an annualized rate of between
10%-11%. However, current high-yield bond prices assume an even worse
default rate, which we think provides an investment opportunity in advance
6 Pioneer High Income Trust | Annual Report | 3/31/09
of an improvement in the overall economy. Historically, the capital markets
-- including the high-yield bond market -- begin moving in advance of an
economic recovery.
The high-yield market already has produced solid performance in the first
quarter of 2009, but we are not prepared to predict that the market's
problems have ended. We do not anticipate a quick economic recovery, but we
believe the Trust is well positioned for a market rebound when it occurs.
Please refer to the Schedule of Investments on pages 12-31 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 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 may use 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.
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
registration statement on Form N-2 relating to its common shares.
Pioneer High Income Trust | Annual Report | 3/31/09 7
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes.
8 Pioneer High Income Trust | Annual Report | 3/31/09
Portfolio Summary | 3/31/09
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 74.7%
Temporary Cash Investments 9.3
Municipal Bonds 4.3
Convertible Bonds 3.2
Floating Rate Loan Interests 2.1
Asset Backed Securities 2.0
Sovereign Debt Obligations 1.7
Collateralized Mortgage Obligations 1.1
Municipal Collateralized Debt Obligations 0.6
Common Stock 0.4
Convertible Preferred Stock 0.4
Fixed Rate Loan Interests 0.1
Warrants 0.1
Portfolio Maturity
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
0-1 year 12.7%
1-3 years 26.5%
3-4 years 32.8%
4-6 years 20.4%
6-8 years 7.6%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)*
1. Xerox Capital Trust I, 8.0%, 2/1/27 2.58%
2. GATX Financial Corp., 8.875%, 6/1/09 2.45
3. Cia Brasileira de Bebida, 10.5%, 12/15/11 2.05
4. Cricket Communications, Inc., 9.375%, 11/1/14 1.89
5. Kabel Deutschland GMBH, 10.75%, 7/1/14 1.53
6. Hughes Network Systems LLC, 9.5%, 4/15/14 1.47
7. Altra Industrial Motion, 9.0%, 12/1/11 1.39
8. Waste Services, Inc., 9.5%, 4/15/14 1.35
9. First Data Corp., 9.875%, 9/24/15 1.33
10. VeraSun Energy Corp., 9.875%, 12/15/12 1.27
* This list excludes temporary cash and derivative investments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
Pioneer High Income Trust | Annual Report | 3/31/09 9
Prices and Distributions | 3/31/09
Market Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/09 3/31/08
--------------------------------------------------------------------------------
$8.03 $13.15
--------------------------------------------------------------------------------
Net Asset Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/09 3/31/08
--------------------------------------------------------------------------------
$7.07 $13.41
--------------------------------------------------------------------------------
Distributions per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
4/1/08-3/31/09 $1.6500 $ -- $ --
--------------------------------------------------------------------------------
10 Pioneer High Income Trust | Annual Report | 3/31/09
Performance Update | 3/31/09
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust, compared to that of the Merrill Lynch High
Yield Master II Index.
Cumulative Total Returns
(As of March 31, 2009)
-------------------------------------------------------
Net Asset Market
Period Value (NAV) Price
-------------------------------------------------------
Life-of-Trust
(4/25/02) 15.27% 25.08%
5 Years -17.55 -8.44
1 Year -37.61 -27.74
-------------------------------------------------------
Value of $10,000 Investment
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
4/02 10000 10000
3/03 10409 10169
13981 12428
3/05 15759 13291
17390 14252
3/07 20452 15903
17308 15344
3/09 12507 12233
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below net asset value ("NAV"), due to such factors as
interest rate changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one-time public offering and, once issued, shares of closed-end funds are
sold in the open market through a stock exchange and frequently trade at prices
lower than their NAV. NAV per common shares is total assets less total
liabilities, which includes preferred shares, divided by the number of common
shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends
are assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
Index comparison begins April 30, 2002. The Merrill Lynch High Yield Master II
Index is a commonly accepted measure of the performance of high yield
securities. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. The Index is not leveraged. You cannot invest directly in the Index.
Pioneer High Income Trust | Annual Report | 3/31/09 11
Schedule of Investments | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 3.6% of Net Assets
TRANSPORTATION -- 0.1%
Airlines -- 0.1%
351,975 B/B1 Continental Airlines, Inc., Series B, 8.499%, 11/1/12 $ 272,781
------------
Total Transportation $ 272,781
--------------------------------------------------------------------------------------------------------
BANKS -- 0.8%
Thrifts & Mortgage Finance -- 0.8%
700,000(a) AA/Aa2 ACE Securities Corp., 0.972%, 4/25/35 $ 560,704
531,442(a) AA+/Aa1 ACE Securities Corp., 1.122%, 12/25/34 268,021
280,000(a) AAA/Aaa Bear Stearns Asset Backed Securities Trust,
0.972%, 1/25/47 44,009
585,994(a) AAA/Ba2 Countrywide Asset-Backed Certificates,
0.702%, 7/25/36 446,087
246,000(a) AAA/A2 FBR Securitization Trust, 0.872%, 10/25/35 149,417
------------
Total Banks $ 1,468,238
--------------------------------------------------------------------------------------------------------
UTILITIES -- 2.7%
Electric Utilities -- 1.1%
2,300,000(a) NR/NR Power Contract Financing III LLC, 0.995%,
2/5/10 (144A) $ 2,185,000
--------------------------------------------------------------------------------------------------------
Multi-Utilities -- 1.6%
4,107,344 NR/NR Ormat Funding Corp., 8.25%, 12/30/20 $ 3,080,508
------------
Total Utilities $ 5,265,508
--------------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $8,497,480) $ 7,006,527
--------------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE BACKED SECURITIES -- 2.0%
of Net Assets
CONSUMER SERVICES -- 0.4%
Restaurants -- 0.4%
1,245,000 BB/Ba3 DB Master Finance LLC, 8.285%, 6/20/31 (144A) $ 816,795
------------
Total Consumer Services $ 816,795
--------------------------------------------------------------------------------------------------------
BANKS -- 1.6%
Thrifts & Mortgage Finance -- 1.6%
720,000(a) AAA/Baa3 Carrington Mortgage Loan Trust, 0.622%, 10/25/36 $ 495,983
1,504,000(a) AAA/B3 Carrington Mortgage Loan Trust, 0.722%, 2/25/37 895,226
421,679(a) AAA/Ba2 Countrywide Alternative Loan Trust, 0.852%, 10/25/35 174,104
506,761(a) AAA/Baa3 Countrywide Alternative Loan Trust, 0.872%, 9/25/35 201,136
735,498(a) AAA/B3 Countrywide Alternative Loan Trust, 0.882%, 1/25/36 141,523
316,874(a) AAA/Ba1 Countrywide Home Loan Mortgage Pass Through Trust,
0.882%, 3/25/35 111,921
186,991(a) AAA/B1 First Franklin Mortgage Loan Asset Backed Certificates,
0.712%, 3/25/36 118,904
1,701,750(a) B/Ca Luminent Mortgage Trust, 0.782%, 7/25/36 230,425
The accompanying notes are an integral part of these financial statements.
12 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- (continued)
435,170(a) AAA/Baa1 Structured Asset Mortgage Investments, Inc.,
0.832%, 9/25/45 $ 166,192
1,003,254(a) AAA/Aa1 WaMu Mortgage Pass Through Certificates,
0.752%, 4/25/45 408,394
240,887(a) AAA/Baa1 WaMu Mortgage Pass Through Certificates,
1.002%, 7/25/45 54,423
------------
Total Banks $ 2,998,231
------------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $6,422,165) $ 3,815,026
------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 137.2% of Net Assets
ENERGY -- 10.6%
Oil & Gas Drilling -- 0.7%
3,453,669 NR/NR DDI Holding AS, 9.3%, 1/19/12 (144A) $ 1,433,273
------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 1.2%
600,000(a)(b) NR/NR DP Producer AS, 7.271%, 12/5/11 (144A) $ 6,000
1,100,000 NR/NR Nexus 1 Pte, Ltd., 10.5%, 3/7/12 (144A) 220,000
NOK 4,600,000 NR/NR Petrojack AS, 11.0%, 4/19/10 102,190
400,000(a) NR/NR PetroProd, Ltd., 7.354%, 1/12/12 (144A) 72,000
2,000,000 NR/NR Sevan Marine ASA, 9.25%, 12/20/11 (144A) 1,200,000
3,500,000 NR/NR Skeie Drilling & Production ASA, 11.25%,
3/8/13 (144A) 647,500
------------
$ 2,247,690
------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 6.0%
390,000 BB/B1 Denbury Resources, Inc., 9.75%, 3/1/16 $ 376,350
1,750,000 BB-/B3 Hilcorp Energy I LP, 9.0%, 6/1/16 (144A) 1,295,000
2,500,000 NR/NR Norse Energy Corp. ASA, 6.5%, 7/14/11 (144A) 1,250,000
NOK 3,000,000 NR/NR Norse Energy Corp. ASA, 10.0%, 7/13/10 288,799
NOK 8,500,000 NR/NR Norwegian Energy Co. AS, 11.0%, 7/13/10 (144A) 969,328
870,000 B/Caa2 Parallel Petroleum Corp., 10.25%, 8/1/14 495,900
945,000 B/B3 PetroHawk Energy Corp., 9.125%, 7/15/13 907,200
5,300,000 B-/Caa1 PetroQuest Energy, Inc., 10.375%, 5/15/12 3,259,500
3,260,000 CCC+/B3 Quicksilver Resources, Inc., 7.125%, 4/1/16 1,548,500
710,000(a) B-/B3 SandRidge Energy, Inc., 5.06%, 4/1/14 426,421
1,250,000(c) B-/B3 SandRidge Energy, Inc., 8.625%, 4/1/15 812,500
------------
$ 11,629,498
------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 2.6%
4,075,000(b) C/C Aventine Renewable Energy Holdings, Inc.,
10.0%, 4/1/17 $ 733,500
2,120,000(b) NR/NR VeraSun Energy Corp., 9.375%, 6/1/17 106,000
4,280,000(b) NR/NR VeraSun Energy Corp., 9.875%, 12/15/12 4,108,800
------------
$ 4,948,300
------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 13
Schedule of Investments | 3/31/09 (continued)
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 0.1%
350,000(a) BB/Ba1 Enterprise Products Operating LLC, 8.375%, 8/1/66 $ 234,500
------------
Total Energy $ 20,493,261
--------------------------------------------------------------------------------------------------------------
MATERIALS -- 14.9%
Commodity Chemicals -- 3.0%
4,750,000(b) C/C Basell Finance Co., 8.1%, 3/15/27 (144A) $ 855,000
1,680,000(n) C/C Georgia Gulf Corp., 9.5%, 10/15/14 (144A) 281,400
2,560,000(b)(n) C/C Georgia Gulf Corp., 10.75%, 10/15/16 179,200
3,000,000 CCC+/B3 Hexion U.S. Finance Corp., 9.75%, 11/15/14 660,000
4,500,000 BBB-/Ba1 Methanex Corp., 8.75%, 8/15/12 3,926,250
EURO 540,000(b) NR/C Nell AF S.a.r.l., 8.375%, 8/15/15 (144A) 26,886
------------
$ 5,928,736
--------------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 0.1%
EURO 350,000 CC/Ca Ineos Group Holdings Plc, 7.875%, 2/15/16 (144A) $ 34,852
1,270,000 CC/Ca Ineos Group Holdings Plc, 8.5%, 2/15/16 (144A) 73,025
------------
$ 107,877
--------------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 0.1%
2,240,000(b) NR/C ARCO Chemical Co., 9.8%, 2/1/20 $ 224,000
--------------------------------------------------------------------------------------------------------------
Construction Materials -- 1.9%
4,500,000 B/B2 AGY Holding Corp., 11.0%, 11/15/14 $ 2,745,000
2,185,000(n) CCC+/B3 U.S. Concrete, Inc., 8.375%, 4/1/14 874,000
------------
$ 3,619,000
--------------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 0.7%
2,500,000 B-/B3 AEP Industries, Inc., 7.875%, 3/15/13 $ 1,450,000
--------------------------------------------------------------------------------------------------------------
Paper Packaging -- 3.5%
2,795,000 CCC+/Caa1 Graham Packaging Co., 9.875%, 10/15/14 $ 1,802,775
5,540,000(n) B-/B3 Graphic Packaging International, Inc., 9.5%, 8/15/13 3,961,100
2,150,000 B/NR U.S. Corrugated, Inc., 10.0%, 6/1/13 1,075,000
------------
$ 6,838,875
--------------------------------------------------------------------------------------------------------------
Aluminum -- 0.2%
1,200,000(d) NR/C Asia Aluminum Holdings, Ltd., 8.0%,
12/23/11 (144A) $ 84,000
705,000(a)(c) CCC/B3 Noranda Aluminum Acquisition Corp.,
6.595%, 5/15/15 218,550
------------
$ 302,550
--------------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 1.6%
1,200,000 NR/NR Blaze Recycling & Metals LLC, 10.875%,
7/15/12 (144A) $ 732,000
2,890,000 B+/B1 FMG Finance Pty., Ltd., 10.625%, 9/1/16 (144A) 2,427,600
------------
$ 3,159,600
--------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------------
Steel -- 2.2%
4,205,000 B-/Caa2 Algoma Acquisition Corp., 9.875%, 6/15/15 (144A) $ 1,618,925
2,400,000 BB+/Ba1 CSN Islands VIII Corp., 9.75%, 12/16/13 (144A) 2,568,000
------------
$ 4,186,925
--------------------------------------------------------------------------------------------------------------
Forest Products -- 0.3%
1,645,000 CCC+/Caa1 Mandra Forestry Holdings, Ltd., 12.0%,
5/15/13 (144A) $ 658,000
--------------------------------------------------------------------------------------------------------------
Paper Products -- 1.3%
5,450,000 B-/B3 Exopack Holding Corp., 11.25%, 2/1/14 $ 2,479,750
------------
Total Materials $ 28,955,313
--------------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 10.2%
Aerospace & Defense -- 1.9%
3,600,000 B-/NR Aeroflex, Inc., 11.75%, 2/15/15 $ 2,529,000
1,465,000 BB+/Ba3 BE Aerospace, Inc., 8.5%, 7/1/18 1,221,444
------------
$ 3,750,444
--------------------------------------------------------------------------------------------------------------
Building Products -- 0.2%
1,935,000 CC/Ca Industrias Unidas SA de CV, 11.5%,
11/15/16 (144A) $ 251,550
1,500,000(d)(n) CCC-/Caa2 Panolam Industries International, Inc., 10.75%,
10/1/13 195,000
------------
$ 446,550
--------------------------------------------------------------------------------------------------------------
Heavy Electrical Equipment -- 2.3%
4,790,000 B+/B1 Altra Industrial Motion, Inc., 9.0%, 12/1/11 $ 4,478,650
--------------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.7%
2,698,571(c) CCC-/NR American Achievement Group Holding Corp.,
14.75%, 10/1/12 $ 206,022
3,180,000(b) NR/NR Indalex Holding Corp., 11.5%, 2/1/14 159,000
2,515,000 CCC+/B3 Park-Ohio Industries, Inc., 8.375%, 11/15/14 955,700
------------
$ 1,320,722
--------------------------------------------------------------------------------------------------------------
Construction & Farm Machinery & Heavy Trucks -- 1.3%
5,640,000(n) CCC/Caa2 Accuride Corp., 8.5%, 2/1/15 $ 1,198,500
570,000 BB-/B1 American Railcar Industries, Inc., 7.5%, 3/1/14 396,150
3,250,000 B/Caa3 Commercial Vehicle Group, Inc., 8.0%, 7/1/13 715,000
275,000 B-/Caa1 Titan International, Inc., 8.0%, 1/15/12 214,500
------------
$ 2,524,150
--------------------------------------------------------------------------------------------------------------
Industrial Machinery -- 1.5%
2,440,000(n) B/NR Industrias Metalurgicas Pescarmona SA, 11.25%,
10/22/14 (144A) $ 976,000
3,870,000 B/Caa1 Mueller Water Products, Inc., 7.375%, 6/1/17 1,993,050
------------
$ 2,969,050
--------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 15
Schedule of Investments | 3/31/09 (continued)
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 2.3%
4,735,000 B-/B3 Intcomex, Inc., 11.75%, 1/15/11 $ 1,657,250
820,000 CCC/Caa1 KAR Holdings, Inc., 10.0%, 5/1/15 356,700
3,370,000 B/B1 Wesco Distribution, Inc., 7.5%, 10/15/17 2,359,000
------------
$ 4,372,950
------------
Total Capital Goods $ 19,862,516
------------------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 9.3%
Commercial Printing -- 1.4%
4,835,000 B+/B2 Sheridan Acquisition Corp., 10.25%, 8/15/11 $ 2,828,475
------------------------------------------------------------------------------------------------------------
Environmental & Facilities Services -- 2.7%
2,180,000(b)(n) NR/NR Aleris International, Inc., 10.0%, 12/15/16 $ 1,526
720,000 BB-/Ba2 Clean Harbors, Inc., 11.25%, 7/15/12 720,000
1,275,000(a) NR/NR Ohio Air Quality Development Authority Revenue,
10.36%, 6/8/22 (144A) 127,500
5,800,000(n) B-/Caa1 Waste Services, Inc., 9.5%, 4/15/14 4,364,500
------------
$ 5,213,526
------------------------------------------------------------------------------------------------------------
Office Services & Supplies -- 4.3%
11,830,000 BB+/Baa3 Xerox Capital Trust I, 8.0%, 2/1/27 $ 8,331,514
------------------------------------------------------------------------------------------------------------
Diversified Support Services -- 0.9%
4,450(e) NR/B3 MSX International, Ltd., UK, 12.5%, 4/1/12 (144A) $ 1,557,500
200,000(n) BB-/B2 United Rentals North America, Inc., 6.5%, 2/15/12 160,000
------------
$ 1,717,500
------------
Total Commercial & Professional Services $ 18,091,015
------------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 1.1%
Air Freight & Logistics -- 0.5%
2,000,000 CCC+/Caa1 CEVA Group Plc, 10.0%, 9/1/14 (144A) $ 765,000
EURO 1,545,000 CCC/Caa2 CEVA Group Plc, 10.0%, 12/1/16 (144A) 225,643
------------
$ 990,643
------------------------------------------------------------------------------------------------------------
Railroads -- 0.6%
1,250,000 B+/B2 Kansas City Southern de Mexico, 9.375%, 5/1/12 $ 1,137,500
------------
Total Transportation $ 2,128,143
------------------------------------------------------------------------------------------------------------
AUTOMOBILES & COMPONENTS -- 5.9%
Auto Parts & Equipment -- 5.9%
1,250,000(n) CCC+/Caa2 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) $ 593,750
2,605,000(c)(n) CCC+/Caa2 Allison Transmission, Inc., 11.25%, 11/1/15 (144A) 989,900
5,965,000 C/Caa3 Cooper-Standard Automotive, Inc., 8.375%, 12/15/14 417,550
3,975,000 B/B3 Hawk Corp., 8.75%, 11/1/14 4,004,813
4,535,000 CCC/Caa2 Lear Corp., 8.75%, 12/1/16 929,675
1,500,000(f) CCC+/Caa2 Stanadyne Corp., 0.0%, 2/15/15 645,000
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
Auto Parts & Equipment -- (continued)
4,690,000 B-/B3 Stanadyne Corp., 10.0%, 8/15/14 $ 3,025,050
4,235,000(n) CCC/Caa2 Tenneco Automotive, Inc., 8.625%, 11/15/14 783,475
------------
Total Automobiles & Components $ 11,389,213
------------------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 3.4%
Homebuilding -- 1.0%
3,060,000 B+/B1 Meritage Homes Corp., 6.25%, 3/15/15 $ 1,866,600
------------------------------------------------------------------------------------------------------------------
Housewares & Specialities -- 2.0%
1,435,000(n) B/B3 Jarden Corp., 7.5%, 5/1/17 $ 1,155,175
3,690,000(n) B-/B3 Yankee Acquisition Corp., 8.5%, 2/15/15 2,029,500
1,500,000(n) CCC+/Caa1 Yankee Acquisition Corp., 9.75%, 2/15/17 720,000
------------
$ 3,904,675
------------------------------------------------------------------------------------------------------------------
Textiles -- 0.4%
1,000,000 B/Ba3 Invista, 9.25%, 5/1/12 (144A) $ 895,000
------------
Total Consumer Durables & Apparel $ 6,666,275
------------------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 3.9%
Casinos & Gaming -- 2.4%
1,650,000 NR/Caa3 Buffalo Thunder Development Authority, 9.375%,
12/15/14 (144A) $ 99,000
2,050,000 CC/Ca Fontainebleau Las Vegas Holdings LLC, 11.0%,
6/15/15 (144A) 61,500
630,000 B/B3 Galaxy Entertainment Finance Co., Ltd., 9.875%,
12/15/12 (144A) 415,800
4,500,000 CCC/Caa1 Little Traverse Bay Bands of Odawa Indians, 10.25%,
2/15/14 (144A) 1,800,000
530,000 B+/B2 Mashantucket Western Pequot Tribe, 8.5%,
11/15/15 (144A) 90,100
1,585,000 B+/B2 Pokagon Gaming Authority, 10.375%,
6/15/14 (144A) 1,315,550
1,895,000 B/B3 Shingle Springs Tribal Gaming Authority, 9.375%,
6/15/15 (144A) 786,425
2,450,000(b) NR/NR Trump Entertainment Resorts, Inc., 8.5%, 6/1/15 196,000
------------
$ 4,764,375
------------------------------------------------------------------------------------------------------------------
Hotels, Resorts & Cruise Lines -- 1.2%
5,745,000 NR/NR Pegasus Solutions, Inc., 10.5%, 4/15/15 (144A) $ 2,298,000
------------------------------------------------------------------------------------------------------------------
Leisure Facilities -- 0.3%
890,000 B/B3 FireKeepers Development Authority, 13.875%,
5/1/15 (144A) $ 542,900
2,000,000(a)(b)(g) NR/NR HRP Myrtle Beach Operations LLC, 7.383%,
4/1/12 (144A) 20,000
------------
$ 562,900
------------
Total Consumer Services $ 7,625,275
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 17
Schedule of Investments | 3/31/09 (continued)
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
---------------------------------------------------------------------------------------------------------
MEDIA -- 13.0%
Advertising -- 1.5%
3,195,000(f) B-/B3 Visant Holding Corp., 10.25%, 12/1/13 $ 2,971,350
---------------------------------------------------------------------------------------------------------
Broadcasting -- 11.1%
3,200,000(b)(n) NR/Ca CCH I Holdings LLC, 11.0%, 10/1/15 (144A) $ 344,000
1,500,000(b)(n) NR/Caa2 CCH II Holdings LLC, 10.25%, 9/15/10 1,335,000
5,290,000 B/B1 Hughes Network Systems LLC, 9.5%, 4/15/14 4,734,550
2,200,000(f) BB-/B1 Inmarsat Finance II Plc, 10.375%, 11/15/12 2,255,000
2,000,000(c) CCC+/Caa2 Intelsat Bermuda, Ltd., 11.5%, 2/4/17 (144A) 999,492
2,500,000(n) BB-/B3 Intelsat Corp., 9.25%, 6/15/16 (144A) 2,312,500
2,500,000(n) CCC+/Caa2 Intelsat Jackson Holdings, Ltd., 11.5%,
6/15/16 (144A) 2,325,000
1,000,000 BB-/B3 Intelsat Subsidiary Holdings Co., Ltd., 8.5%,
1/15/13 (144A) 942,500
EURO 3,750,000 B/B2 Kabel Deutschland GMBH, 10.75%, 7/1/14 4,929,101
535,000 B-/Caa1 Telesat Canada, 11.0%, 11/1/15 (144A) 444,050
800,000 B-/Caa1 Telesat Canada, 12.5%, 11/1/17 (144A) 592,000
3,865,000(c) CCC/Caa2 Univision Communications, 9.75%, 3/15/15 (144A) 405,825
------------
$ 21,619,018
---------------------------------------------------------------------------------------------------------
Publishing -- 0.4%
1,400,000(n) CCC+/Caa2 TL Acquisitions, Inc., 10.5%, 1/15/15 (144A) $ 717,500
------------
Total Media $ 25,307,868
---------------------------------------------------------------------------------------------------------
RETAILING -- 3.5%
Internet Retailing -- 1.3%
3,740,000 BB-/Ba3 Ticketmaster, 10.75%, 7/28/16 (144A) $ 2,543,200
---------------------------------------------------------------------------------------------------------
Specialty Stores -- 2.1%
4,615,000(n) B-/Caa1 Sally Holdings LLC, 10.5%, 11/15/16 $ 4,038,125
---------------------------------------------------------------------------------------------------------
Automotive Retailing -- 0.1%
450,000 CCC-/Caa1 Sonic Automotive, Inc., 8.625%, 8/15/13 $ 132,750
------------
Total Retailing $ 6,714,075
---------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 7.3%
Brewers -- 3.4%
5,885,000 BBB/Baa1 Cia Brasileira de Bebida, 10.5%, 12/15/11 $ 6,626,510
---------------------------------------------------------------------------------------------------------
Agricultural Products -- 1.7%
3,300,000 B-/B3 American Rock Salt Co., LLC, 9.5%, 3/15/14 $ 3,225,750
---------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 0.8%
775,000 B+/Ba3 Bertin, Ltd., 10.25%, 10/5/16 (144A) $ 341,000
500,000 B+/B1 Marfrig Overseas, Ltd., 9.625%, 11/16/16 (144A) 300,000
2,410,000(n) B/NR Minerva Overseas, Ltd., 9.5%, 2/1/17 (144A) 939,900
------------
$ 1,580,900
---------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------------
Tobacco -- 1.4%
1,365,000 B+/B2 Alliance One International, Inc., 8.5%, 5/15/12 $ 1,160,250
1,675,000 B+/B2 Alliance One International, Inc., 11.0%, 5/15/12 1,557,750
------------
$ 2,718,000
------------
Total Food, Beverage & Tobacco $ 14,151,160
-------------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.7%
Household Products -- 0.7%
1,740,000(n) CCC+/Caa1 Central Garden & Pet Co., 9.125%, 2/1/13 $ 1,374,600
------------
Total Household & Personal Products $ 1,374,600
-------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 11.1%
Health Care Equipment & Services -- 1.1%
2,875,000 CCC+/Caa3 Accellent, Inc., 10.5%, 12/1/13 $ 2,120,313
-------------------------------------------------------------------------------------------------------------
Health Care Supplies -- 1.4%
3,255,000(c) B-/B3 Biomet, Inc., 10.375%, 10/15/17 $ 2,758,613
-------------------------------------------------------------------------------------------------------------
Health Care Services -- 2.7%
4,055,000 B-/B2 Rural/Metro Corp., 9.875%, 3/15/15 $ 3,284,550
3,725,000 CCC+/Caa1 Surgical Care Affiliates, Inc., 10.0%, 7/15/17 (144A) 1,899,750
------------
$ 5,184,300
-------------------------------------------------------------------------------------------------------------
Health Care Facilities -- 4.1%
1,105,000 B/B1 AMR Holding Co., Inc. 10.0%, 2/15/15 $ 1,099,475
3,800,000 CCC+/Caa1 Hanger Orthopedic Group, Inc., 10.25%, 6/1/14 3,800,000
535,000 B-/Caa1 HCA, Inc., 6.25%, 2/15/13 401,250
3,145,000(c) BB-/B2 HCA, Inc., 9.625%, 11/15/16 2,508,137
110,000(n) BB-/B2 HCA, Inc., 9.875%, 2/15/17 (144A) 103,950
------------
$ 7,912,812
-------------------------------------------------------------------------------------------------------------
Managed Health Care -- 1.8%
4,400,000 B-/Caa1 Multiplan, Inc., 10.375%, 4/15/16 (144A) $ 3,586,000
------------
Total Health Care Equipment & Services $ 21,562,038
-------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE SCIENCES -- 4.2%
Biotechnology -- 1.9%
3,817,000 B/B3 Warner Chilcott Corp., 8.75%, 2/1/15 $ 3,664,320
-------------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 2.3%
2,070,000(n) C/C Angiotech Pharmaceuticals, Inc., 7.75%, 4/1/14 $ 589,950
2,000,000 B/B2 Phibro Animal Health Corp., 10.0%, 8/1/13 (144A) 1,600,000
3,000,000 CCC+/Caa1 Phibro Animal Health Corp., 13.0%, 8/1/14 (144A) 2,340,000
------------
$ 4,529,950
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 8,194,270
-------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 19
Schedule of Investments | 3/31/09 (continued)
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------
BANKS -- 0.7%
Diversified Banks -- 0.1%
400,000(a) NR/Ba1 Banco Macro SA, 10.75%, 6/7/12 $ 128,000
------------------------------------------------------------------------------------------------------------
Regional Banks -- 0.6%
1,225,000(a)(h) BBB/A3 PNC Financial Services Group, Inc., 8.25% $ 599,677
750,000(a)(n) A/A3 Wells Fargo Capital XV, 9.75%, 9/26/44 547,499
------------
$ 1,147,176
------------
Total Banks $ 1,275,176
------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 8.5%
Other Diversified Financial Services -- 4.1%
7,950,000 BBB+/Baa1 GATX Financial Corp., 8.875%, 6/1/09 $ 7,921,014
------------------------------------------------------------------------------------------------------------
Specialized Finance -- 1.3%
3,770,000 B-/Caa1 ACE Cash Express, Inc., 10.25%, 10/1/14 (144A) $ 942,500
640,000 CCC+/Caa1 iPayment, Inc., 9.75%, 5/15/14 332,800
9,000,000 CCC+/Caa1 NCO Group, Inc., 11.875%, 11/15/14 1,395,000
------------
$ 2,670,300
------------------------------------------------------------------------------------------------------------
Consumer Finance -- 2.8%
3,000,000(a) CCC+/NR Ford Motor Credit Co., LLC, 5.544%, 4/15/09 $ 2,962,500
3,000,000(n) CCC+/Caa1 Ford Motor Credit Co., LLC, 7.875%, 6/15/10 2,479,215
------------
$ 5,441,715
------------------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.3%
1,325,000(a)(h) BBB/A3 Goldman Sachs Capital II, 5.793% $ 551,652
------------
Total Diversified Financials $ 16,584,681
------------------------------------------------------------------------------------------------------------
INSURANCE -- 6.4%
Insurance Brokers -- 2.2%
2,640,000 CCC/Caa1 Alliant Holdings I, Inc., 11.0%, 5/1/15 (144A) $ 1,702,800
3,855,000 CCC+/Caa1 HUB International Holdings, Inc., 10.25%,
6/15/15 (144A) 1,831,125
900,000(a) CCC/B3 U.S.I. Holdings Corp., 5.113%, 11/15/14 (144A) 423,000
885,000 CCC/Caa1 U.S.I. Holdings Corp., 9.75%, 5/15/15 (144A) 398,250
------------
$ 4,355,175
------------------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 0.8%
3,075,000(a) BB/Baa3 Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 1,506,750
------------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 2.4%
5,300,000 BBB-/Baa3 Allmerica Financial Corp., 7.625%, 10/15/25 $ 3,604,000
375,000(a) BB+/NR Blue Fin, Ltd., 5.811%, 4/10/12 (144A) 315,525
2,300,000(a)(n) BBB-/Caa2 MBIA Insurance Co., 14.0%, 1/15/33 (144A) 713,000
------------
$ 4,632,525
------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------------
Reinsurance -- 1.0%
EURO 275,000(a) B-/NR Atlas Reinsurance Plc, 13.178%, 1/10/11 (144A) $ 343,211
250,000(a) B+/NR Residential Reinsurance, Ltd., 2006, 11.261%,
6/5/09 (144A) 249,200
850,000(a) B/NR Residential Reinsurance, Ltd., 2008, 12.761%,
6/6/11 (144A) 798,320
500,000(a) NR/NR Successor II, Ltd., 26.277%, 4/6/10 (144A) 462,350
------------
$ 1,853,081
------------
Total Insurance $ 12,347,531
-------------------------------------------------------------------------------------------------------------
REAL ESTATE -- 1.2%
Real Estate Operating Companies -- 1.2%
225,000(a) B-/NR Alto Palermo SA, 11.0%, 6/11/12 (144A) $ 109,125
5,000,000 B+/B1 Forest City Enterprises, Inc., 7.625%, 6/1/15 2,150,000
------------
Total Real Estate $ 2,259,125
-------------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 3.8%
IT Consulting & Other Services -- 0.9%
2,790,000 CCC+/Caa1 Activant Solutions, Inc., 9.5%, 5/1/16 $ 1,708,875
-------------------------------------------------------------------------------------------------------------
Data Processing & Outsourced Services -- 2.2%
7,365,000(n) B-/B3 First Data Corp., 9.875%, 9/24/15 $ 4,308,525
-------------------------------------------------------------------------------------------------------------
Application Software -- 0.7%
810,000 CCC+/Caa2 Open Solutions, Inc., 9.75%, 2/1/15 (144A) $ 122,513
1,870,000 B-/Caa1 Vangent, Inc., 9.625%, 2/15/15 1,215,500
------------
$ 1,338,013
------------
Total Software & Services $ 7,355,413
-------------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 11.5%
Integrated Telecommunication Services -- 6.5%
4,295,000 CCC+/B3 Broadview Networks Holdings, Inc., 11.375%, 9/1/12 $ 2,491,100
1,500,000 NR/B1 Digicel, Ltd., 9.25%, 9/1/12 (144A) 1,323,750
4,070,000 B-/B2 GC Impsat Holdings I Plc, 9.875%, 2/15/17 (144A) 2,726,900
3,000,000 B/B3 GCI, Inc., 7.25%, 2/15/14 2,625,000
3,865,000(n) CCC+/Caa1 PAETEC Holding Corp., 9.5%, 7/15/15 2,705,500
691,000(n) NR/Baa3 Tele Norte Leste Participacoes SA, 8.0%, 12/18/13 691,000
------------
$ 12,563,250
-------------------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 5.0%
1,380,000 CCC/Caa2 Cell C Property, Ltd., 11.0%, 7/1/15 (144A) $ 1,217,850
6,400,000 B-/B3 Cricket Communications, Inc., 9.375%, 11/1/14 6,096,000
2,500,000(a)(n) CCC/Caa3 Hellas Telecommunications Luxembourg II, 6.844%,
1/15/15 (144A) 412,500
540,000 B/B3 MetroPCS Wireless, Inc., 9.25%, 11/1/14 (144A) 521,100
3,020,000 B-/B2 True Move Co., Ltd., 10.75%, 12/16/13 (144A) 1,449,600
------------
$ 9,697,050
------------
Total Telecommunication Services $ 22,260,300
-------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 21
Schedule of Investments | 3/31/09 (continued)
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
UTILITIES -- 6.0%
Electric Utilities -- 2.3%
1,500,000 NR/NR Mirant JPSCo. Finance, Ltd., 11.0%, 7/6/16 (144A) $ 1,380,000
2,220,000(h) NR/B3 Rede Empresas de Energia Electrica SA,
11.125%, (144A) 888,000
4,345,000(n) CCC/Caa1 Texas Computer Electric Hold LLC, 10.25%, 11/1/15 2,172,500
------------
$ 4,440,500
------------------------------------------------------------------------------------------------------------------
Multi-Utilities -- 0.6%
1,325,000 BB-/Ba2 PNM Resources, Inc., 9.25%, 5/15/15 $ 1,170,969
------------------------------------------------------------------------------------------------------------------
Independent Power Producers & Energy Traders -- 3.1%
1,750,000(n) BB/Ba2 Aes Chivor SA ESP, 9.75%, 12/30/14 (144A) $ 1,645,000
3,200,000 NR/NR Biofuel Energy ASA, 10.0%, 6/7/12 1,920,000
2,800,000 BB-/Ba3 Intergen NV, 9.0%, 6/30/17 (144A) 2,534,000
------------
$ 6,099,000
------------
Total Utilities $ 11,710,469
------------------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $431,913,686) $266,307,717
------------------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES -- 5.9% of Net Assets
ENERGY -- 2.0%
Oil & Gas Drilling -- 1.6%
2,265,000(f) NR/NR Hercules Offshore, Inc., 3.375%, 6/1/38 (144A) $ 645,525
1,600,000 BBB+/Baa2 Transocean, Ltd., 1.5%, 12/15/37 1,372,000
1,175,000 BBB+/Baa2 Transocean, Ltd., 1.625%, 12/15/37 1,079,531
------------
$ 3,097,056
------------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.4%
1,340,000 BB/Ba3 Chesapeake Energy Corp., 2.5%, 5/15/37 $ 881,050
------------
Total Energy $ 3,978,106
------------------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.6%
Marine -- 0.6%
2,595,000 B-/Caa1 Horizon Lines, Inc., 4.25%, 8/15/12 $ 1,242,356
------------
Total Transportation $ 1,242,356
------------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.6%
Health Care Services -- 0.4%
1,210,000 B+/B3 Omnicare, Inc., 3.25%, 12/15/35 $ 792,550
------------------------------------------------------------------------------------------------------------------
Health Care Facilities -- 1.2%
1,985,000 B/B1 LifePoint Hospitals, Inc., 3.25%, 8/15/25 $ 1,488,750
1,070,000 B/NR LifePoint Hospitals, Inc., 3.5%, 5/15/14 759,700
------------
$ 2,248,450
------------
Total Health Care Equipment & Services $ 3,041,000
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
--------------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 0.5%
Communications Equipment -- 0.2%
2,580,000(b) NR/NR Nortel Networks Corp., 2.125%, 4/15/14 $ 380,550
--------------------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.1%
325,000 BB-/NR L-1 Identity Solutions, Inc., 3.75%, 5/15/27 $ 212,875
--------------------------------------------------------------------------------------------------------------
Electronic Manufacturing Services -- 0.2%
360,000 BB-/NR Flextronics International, Ltd., 1.0%, 8/1/10 $ 330,300
------------
Total Technology Hardware & Equipment $ 923,725
--------------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 1.2%
Alternative Carriers -- 1.2%
3,025,000(n) CCC+/Caa1 Time Warner Telecom, Inc., 2.375%, 4/1/26 $ 2,249,844
------------
Total Telecommunication Services $ 2,249,844
--------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $13,209,067) $ 11,435,031
--------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS -- 7.8% of Net Assets
Indiana -- 2.9%
1,650,000 BBB+/Baa2 East Chicago Industrial Pollution Control Revenue,
7.0%, 1/1/14 $ 1,516,878
4,250,000 BBB+/NR Indiana Development Finance Authority Revenue,
5.75%, 10/1/11 4,038,987
------------
$ 5,555,865
--------------------------------------------------------------------------------------------------------------
New Jersey -- 1.4%
4,525,000 B/B3 New Jersey Economic Development Authority Revenue,
7.0%, 11/15/30 $ 2,785,319
--------------------------------------------------------------------------------------------------------------
New York -- 1.1%
3,475,000 BB-/Ba1 New York City Industrial Development Agency Revenue,
7.625%, 12/1/32 $ 2,127,013
--------------------------------------------------------------------------------------------------------------
North Carolina -- 2.4%
6,300,000 NR/NR Charlotte Special Facilities Refunding Revenue,
5.6%, 7/1/27 $ 3,394,125
2,000,000 NR/NR Charlotte Special Facilities Refunding Revenue,
7.75%, 2/1/28 1,363,500
------------
$ 4,757,625
--------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
(Cost $16,368,872) $ 15,225,822
--------------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT OBLIGATION -- 1.1%
of Net Assets
3,300,000(a)(g) NR/NR Non-Profit Preferred Funding Trust I, 12.0%,
9/15/37 (144A) $ 2,155,593
--------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED DEBT OBLIGATION
(Cost $3,293,400) $ 2,155,593
--------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 23
Schedule of Investments | 3/31/09 (continued)
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
------------------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS -- 3.1% of Net Assets
Brazil -- 1.7%
ITL 4,600,000,000(f) BBB-/Baa3 Banco Nacional de Desenvolvimento Bndes,
8.0%, 4/28/10 $ 3,217,303
------------------------------------------------------------------------------------------------------------------
Ecuador -- 0.3%
2,015,000(b)(f) NR/Ca Federal Republic of Ecuador, 10.0%, 8/15/30 (144A) $ 604,500
------------------------------------------------------------------------------------------------------------------
Russia -- 1.1%
2,227,200(f) BBB/Baa1 Russia Government International Bond,
7.5%, 3/31/30 $ 2,100,094
------------------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $5,299,118) $ 5,921,897
------------------------------------------------------------------------------------------------------------------
FLOATING RATE LOAN INTERESTS -- 3.8% of Net Assets (i)
ENERGY -- 0.1%
Oil & Gas Exploration & Production -- 0.1%
593,383 B/B3 Venoco, Inc., Second Lien Term Loan, 6.25%, 5/8/14 $ 311,526
------------
Total Energy $ 311,526
------------------------------------------------------------------------------------------------------------------
MATERIALS -- 0.7%
Steel -- 0.7%
2,259,750 NR/B1 Niagara Corp., Term Loan, 5.518%, 6/30/14 $ 1,288,057
------------
Total Materials $ 1,288,057
------------------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 0.7%
Building Products -- 0.7%
172,620 NR/B1 Custom Building Products, Inc., First Lien Term Loan,
4.485% -- 5.0% , 10/29/11 $ 119,108
2,250,000 BB-/Ba3 Custom Building Products, Inc., Second Lien Term
Loan, 10.75%, 4/29/12 1,321,875
------------
Total Capital Goods $ 1,440,983
------------------------------------------------------------------------------------------------------------------
COMERCIAL & PROFESSIONAL SERVICES -- 0.1%
Diversified Support Services -- 0.1%
397,920 BB-/B2 Rental Service Corp., Second Lien Initial Term Loan,
4.02% - 7.71%, 11/30/13 $ 224,494
------------
Total Commercial & Professional Services $ 224,494
------------------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 0.0%
Homebuilding -- 0.0%
2,600,000(b)(g) BB/Ba3 LandSource Communities Development LLC, Second
Lien Facility Loan, 8.75%, 2/27/14 $ 38,459
------------
Total Consumer Durables & Apparel $ 38,459
------------------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 0.3%
Casinos & Gaming -- 0.3%
2,500,000 BB-/Caa1 Gateway Casinos & Entertainment, Inc., Advance
Second Lien Term Loan, 6.935%, 3/31/15 $ 514,845
------------
Total Consumer Services $ 514,845
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/09
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
-------------------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.1%
Household Products -- 0.1%
142,840 NR/NR Central Garden & Pet Co., Tranche B Term Loan,
2.03%, 9/30/12 $ 100,274
------------
Total Household & Personal Products $ 100,274
-------------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.7%
Health Care Equipment & Services -- 0.7%
1,481,061 NR/B2 Talecris Biotherapeutics Holdings Corp., First Lien Term
Loan, 5.50% - 5.64%, 12/6/13 $ 1,347,765
------------
Total Health Care Equipment & Services $ 1,347,765
-------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.7%
Other Diversified Financial Services -- 0.7%
EURO 2,492,640(c) NR/NR Louis Topco, Ltd., Term Loan,
9.561% - 11.536%, 6/1/17 $ 1,464,448
------------
Total Diversified Financials $ 1,464,448
-------------------------------------------------------------------------------------------------------------------
INSURANCE -- 0.4%
Multi-Line Insurance -- 0.4%
246,859 B-/B2 AmWins Group, Inc., Initial Term Loan,
3.79% - 4.70%, 6/8/13 $ 148,116
2,250,000 B-/B2 AmWins Group, Inc., Second Lien Initial Term Loan,
6.79%, 6/9/14 573,750
------------
Total Insurance $ 721,866
-------------------------------------------------------------------------------------------------------------------
TOTAL FLOATING RATE LOAN INTERESTS
(Cost $17,680,978) $ 7,452,717
-------------------------------------------------------------------------------------------------------------------
FIXED RATE LOAN INTERESTS -- 0.3% of Net Assets
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.3%
Semiconductor Equipment -- 0.3%
1,029,850(n) CCC/Caa3 Freescale Semiconductor, Inc., Incremental Term Loan,
12.50%, 12/15/14 $ 536,809
-------------------------------------------------------------------------------------------------------------------
TOTAL FIXED RATE LOAN INTERESTS
(Cost $2,440,308) $ 536,809
-------------------------------------------------------------------------------------------------------------------
Shares
-------------------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 0.7% of Net Assets
TRANSPORTATION -- 0.3%
Airlines -- 0.3%
96,367(j)(n) Delta Airlines, Inc. $ 542,546
------------
Total Transportation $ 542,546
-------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 25
Schedule of Investments | 3/31/09 (continued)
-----------------------------------------------------------------------------------------------
Shares Value
PHARMACEUTICALS & BIOTECHNOLOGY & LIFE SCIENCES -- 0.4%
Pharmaceuticals -- 0.4%
17,818 Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 802,701
------------
Total Pharmaceuticals & Biotechnology &
Life Sciences $ 802,701
-----------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $2,886,220) $ 1,345,247
-----------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK -- 0.8% of Net Assets
MATERIALS -- 0.2%
Diversified Metals & Mining -- 0.2%
5,100 Freeport-McMoRan Copper & Gold, Inc., 6.75% $ 329,307
------------
Total Materials $ 329,307
-----------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.6%
Other Diversified Financial Services -- 0.6%
2,755 Bank of America Corp., 7.25% $ 1,169,498
------------
Total Other Diversified Financial Services $ 1,169,498
-----------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCK
(Cost $2,383,713) $ 1,498,805
-----------------------------------------------------------------------------------------------
WARRANTS -- 0.2% of Net Assets
ENERGY -- 0.2%
Oil & Gas Exploration & Production -- 0.2%
2,500,000(j) Norse Energy Corp., ASA -- CW11, Expires 7/14/11 $ 385,066
------------
Total Energy $ 385,066
-----------------------------------------------------------------------------------------------
MATERIALS -- 0.0%
Forest Products -- 0.0%
1,645(j) Mandra Forestry Holdings, Ltd. -- CW13, Expires
5/15/13 (144A) $ --
------------
Total Materials $ --
-----------------------------------------------------------------------------------------------
UTILITIES -- 0.0%
Independent Power Producer & Energy Traders -- 0.0%
150,592(j) Biofuel Energy ASA, Expires 6/7/12 $ --
------------
Total Utilities $ --
-----------------------------------------------------------------------------------------------
TOTAL WARRANTS
(Cost $523,408) $ 385,066
-----------------------------------------------------------------------------------------------
Principal
Amount
-----------------------------------------------------------------------------------------------
USD ($)
TEMPORARY CASH INVESTMENTS -- 17.1% of Net Assets
Securities Lending Collateral -- 17.1% (k)
Certificates of Deposit:
811,142 Abbey National Plc, 1.58%, 8/13/09 $ 811,142
811,112 Bank of Nova Scotia, 1.58%, 5/5/09 811,112
1,297,173 Bank of Scotland NY, 1.45%, 6/5/09 1,297,173
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/09
Principal
Amount
USD ($) Value
-----------------------------------------------------------------------------------------------
Certificates of Deposit -- (continued)
1,460,056 Barclays Bank, 1.13%, 5/27/09 $ 1,460,056
1,460,056 DnB NOR Bank ASA NY, 1.5%, 6/5/09 1,460,056
1,486,013 Intesa SanPaolo S.p.A., 1.03%, 5/22/09 1,486,013
94,082 Nordea NY, 0.52%, 4/9/09 94,082
1,216,713 Royal Bank of Canada NY, 1.44%, 8/7/09 1,216,713
1,460,056 Svenska Bank NY, 1.73%, 7/8/09 1,460,056
-------------
$ 10,096,403
-----------------------------------------------------------------------------------------------
Commercial Paper:
1,593,083 American Honda Finance Corp., 1.29%, 7/14/09 $ 1,593,083
1,622,285 CBA, 1.31%, 7/16/09 1,622,285
811,142 CME Group, Inc., 1.44%, 8/6/09 811,142
1,622,285 HSBC Bank, Inc., 1.64%, 8/14/09 1,622,285
405,571 IBM, 1.47%, 9/25/09 405,571
1,460,056 MetLife Global Funding, 1.71%, 6/12/09 1,460,056
1,622,285 Monumental Global Funding, Ltd., 1.64%, 8/17/09 1,622,285
1,460,056 New York Life Global, 1.37%, 9/4/09 1,460,056
1,622,284 Societe Generale, 1.75%, 9/4/09 1,622,284
1,622,284 U.S. Bank NA, 1.35%, 8/24/09 1,622,284
1,378,942 Westpac Banking Corp., 0.94%, 6/1/09 1,378,942
-------------
$ 15,220,273
-----------------------------------------------------------------------------------------------
Tri-party Repurchase Agreements:
1,349,887 Barclays Capital Markets, 0.2%, 4/1/09 $ 1,349,887
4,866,854 Deutsche Bank, 0.21%, 4/1/09 4,866,854
-------------
$ 6,216,741
-----------------------------------------------------------------------------------------------
Shares
-----------------------------------------------------------------------------------------------
Money Market Mutual Fund:
1,622,285 JPMorgan U.S. Government Money Market Fund $ 1,622,285
-------------
Total Securities Lending Collateral $ 33,155,702
-----------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $33,155,702) $ 33,155,702
-----------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 183.6%
(Cost $544,074,117) (l)(m) $ 356,241,959
-----------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (5.8)% $ (11,171,114)
-----------------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE -- (77.8)% $(151,013,928)
-----------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 194,056,917
===============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 27
Schedule of Investments | 3/31/09 (continued)
NR Security not rated by S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At March
31, 2009, the value of these securities amounted to $83,424,356 or 43.0%
of total net assets applicable to common shareowners.
(a) Floating rate note. The rate shown is the coupon rate at March 31, 2009.
(b) Security is in default and is non-income producing.
(c) Payment-in Kind (PIK) security which may pay interest in additional
principal amount.
(d) On March 31, 2009, the security was not in default but defaulted after
the year end.
(e) Security is priced as a unit.
(f) Debt obligation initially issued at one coupon which converts to a higher
coupon at a specific date. The rate shown is the rate at March 31, 2009.
(g) Indicates a security that has been deemed illiquid. The aggregate cost of
illiquid securities is $7,925,329. The aggregate value $2,214,052
represents 1.1% of total net assets applicable to common shareowners.
(h) Security is a perpetual bond and has no definite maturity date.
(i) Floating rate loan interests in which the Trust invests generally pay
interest at rates that are periodically redetermined by reference to a
base lending rate plus a premium. These base lending rates are generally
(i) the lending rate offered by one or more major European banks, such as
LIBOR (London InterBank Offered Rate), (ii) the prime rate offered by one
or more major United States banks, (iii) the certificate of deposit (iv)
other base lending rates used by commercial lenders. The interest rate
shown is the rate accruing at March 31, 2009.
(j) Non-income producing.
(k) Securities lending collateral is managed by Credit Suisse, New York
Branch.
(l) At March 31, 2009, the net unrealized loss on investments based on cost
for federal income tax purposes of $545,147,847 was as follows:
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $ 6,602,440
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (195,508,328)
-------------
Net unrealized loss $(188,905,888)
=============
For financial reporting purposes net unrealized loss was $187,832,158 and
cost of investments aggregated $544,074,117
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/09
(m) Distribution of investments by country of issue, as a percentage of total
holdings, is as follows (unaudited):
United States 80.3%
Brazil 2.5
Norway 2.3
United Kingdom 2.1
Canada 1.9
Cayman Islands 1.4
Germany 1.4
Bermuda 1.3
Netherlands 1.0
Italy 0.9
Australia 0.7
Mexico 0.6
Russia 0.6
Colombia 0.5
Thailand 0.4
Jamaica 0.4
South Africa 0.3
Argentina 0.3
Virgin Islands 0.3
Israel 0.2
Ecuador 0.2
Singapore 0.2
Luxembourg 0.1
Ireland 0.1
-----
100.0%
=====
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 29
Schedule of Investments | 3/31/09 (continued)
(n) At March 31, 2009, the following securities were out on loan:
Principal
Amount
USD ($) Description Market Value
------------------------------------------------------------------------------------------------
5,583,000 Accuride Corp., 8.5%, 2/1/15 $1,186,387
500,000 Aes Chivor SA ESP, 9.75%, 12/30/14 (144A) 470,000
2,137,000 Aleris International, Inc., 10.0%, 12/15/16 1,496
50,000 Allison Transmission, Inc., 11.0%, 11/1/15 (144A) 23,750
2,192,000 Allison Transmission, Inc., 11.25%, 11/1/15 (144A) 832,960
2,048,000 Angiotech Pharmaceuticals, Inc., 7.75%, 4/1/14 583,680
1,951,000 CCH I Holdings LLC, 11.0%, 10/1/15 (144A) 209,732
1,485,000 CCH II Holdings LLC, 10.25%, 9/15/10 1,321,650
1,722,000 Central Garden & Pet Co., 9.125%, 2/1/13 1,360,380
5,496,000 First Data Corp., 9.875%, 9/24/15 3,215,160
2,970,000 Ford Motor Credit Co., LLC, 7.875%, 6/15/10 2,454,423
152,000 Freescale Semiconductor, Inc., Incremental Term Loan,
12.50%, 12/15/14 79,230
710,000 Georgia Gulf Corp., 9.5%, 10/15/14 (144A) 118,925
490,000 Georgia Gulf Corp., 10.75%, 10/15/16 34,300
1,665,000 Graphic Packaging International, Inc., 9.5%, 8/15/13 1,190,475
65,000 HCA, Inc., 9.875%, 2/15/17 (144A) 61,425
1,700,000 Hellas Telecommunications Luxembourg II, 6.844%, 1/15/15 (144A) 280,500
1,500,000 Industrias Metalurgicas Pescarmona SA, 11.25%, 10/22/14 (144A) 600,000
300,000 Intelsat Corp., 9.25%, 6/15/16 (144A) 277,500
2,019,000 Intelsat Jackson Holdings, Ltd., 11.5%, 6/15/16 (144A) 1,877,670
1,420,000 Jarden Corp., 7.5%, 5/1/17 1,143,100
1,803,000 MBIA Insurance Co., 14.0% 1/15/33 (144A) 558,930
2,000,000 Minerva Overseas, Ltd., 9.5%, 2/1/17 (144A) 780,000
1,918,000 PAETEC Holding Corp., 9.5%, 7/15/15 1,342,600
1,485,000 Panolam Industries International, Inc., 10.75%, 10/1/13 193,050
4,508,800 Sally Holdings LLC, 10.5%, 11/15/16 3,945,200
65,000 TL Acquisitions, Inc., 10.5%, 1/15/15 (144A) 33,313
105,000 Tele Norte Leste Participacoes SA, 8.0%, 12/18/13 105,000
1,105,000 Tenneco Automotive, Inc., 8.625%, 11/15/14 204,425
4,300,000 Texas Computer Electric Hold LLC, 10.25%, 11/1/15 2,150,000
1,000 Time Warner Telecom, Inc., 2.375%, 4/1/26 744
1,393,000 U.S. Concrete, Inc., 8.375%, 4/1/14 557,200
190,000 United Rentals North America, Inc., 6.5%, 2/15/12 152,000
70,000 Waste Services, Inc., 9.5%, 4/15/14 52,675
495,000 Wells Fargo Capital XV, 9.75%, 9/26/44 361,350
3,200,000 Yankee Acquisition Corp., 8.5%, 2/15/15 1,760,000
1,485,000 Yankee Acquisition Corp., 9.75%, 2/15/17 712,800
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/09
Shares Description Market Value
------------------------------------------------------------------------------------------------
95,000 Delta Airlines, Inc. $ 534,850
------------------------------------------------------------------------------------------------
$30,766,880
================================================================================================
Note: Principal amounts are denominated in U.S. dollars unless otherwise
denoted.
EURO Euro
ITL Italian Lira
NOK Norwegian Krone
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Purchases and sales of securities (excluding temporary cash investments) for
the year ended March 31, 2009, aggregated $90,687,207 and $81,313,620,
respectively.
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels listed below. Highest
priority is given to Level 1 inputs and lowest priority is given to Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.)
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of March 31, 2009, in valuing
the Trust's investments:
Other
Investments Financial
Valuation Inputs in Securities Instruments*
---------------------------------------------------------------------------------
Level 1 -- Quoted Prices $ 1,730,313 $650,306
Level 2 -- Other Significant Observable Inputs 354,511,646 --
Level 3 -- Significant Unobservable Inputs -- --
---------------------------------------------------------------------------------
Total $356,241,959 $650,306
=================================================================================
* Other financial instruments include foreign exchange contracts.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 31
Statement of Assets and Liabilities | 3/31/09
ASSETS:
Investments in securities, at value (including securities loaned of
$30,766,880) (cost $544,074,117) $356,241,959
Cash 5,390,682
Foreign currencies, at value (cost $5,785,008) 5,827,644
Receivables --
Investment securities sold 150,649
Paydowns 3,789
Dividends, interest and foreign tax reclaim 12,958,292
Reinvestment of distributions 236,712
Forward foreign currency portfolio hedge contracts -- net 650,306
Prepaid expenses 29,646
--------------------------------------------------------------------------------------
Total assets $381,489,679
--------------------------------------------------------------------------------------
LIABILITIES:
Payables --
Investment securities purchased $ 2,943,418
Upon return of securities loaned 33,155,702
Due to affiliates 186,285
Accrued expenses 133,429
--------------------------------------------------------------------------------------
Total liabilities $ 36,418,834
--------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 6,040 shares,
including dividends payable of $13,928 $151,013,928
--------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $390,639,911
Undistributed net investment income 11,128,396
Accumulated net realized loss on investments (20,560,750)
Net unrealized loss on investments (187,832,158)
Net unrealized gain on forward foreign currency contracts and other
assets and liabilities denominated in foreign currencies 681,518
--------------------------------------------------------------------------------------
Net assets applicable to common shareowners $194,056,917
--------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $194,056,917/27,463,925 common shares $ 7.07
======================================================================================
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/09
Statement of Operations
For the Year Ended 3/31/09
INVESTMENT INCOME:
Interest $ 52,773,099
Dividends 137,741
Income from securities loaned, net 560,012
----------------------------------------------------------------------------------------------------
Total investment income $ 53,470,852
----------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,661,283
Administrative fees 115,790
Transfer agent fees and expenses 68,304
Auction agent fees 404,406
Custodian fees 80,311
Registration fees 24,703
Professional fees 175,142
Printing expense 49,193
Trustees' fees 17,370
Pricing fee 25,061
Miscellaneous 38,403
----------------------------------------------------------------------------------------------------
Total expenses $ 3,659,966
Less fees paid indirectly (7)
----------------------------------------------------------------------------------------------------
Net expenses $ 3,659,959
----------------------------------------------------------------------------------------------------
Net investment income $ 49,810,893
----------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized loss from:
Investments $ (14,638,569)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies (117,353) $ (14,755,922)
----------------------------------------------------------------------------------------------------
Change in net unrealized gain (loss) from:
Investments $(162,258,190)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies 2,336,172 $(159,922,018)
----------------------------------------------------------------------------------------------------
Net loss on investments and foreign currency transactions $(174,677,940)
----------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS FROM
NET INVESTMENT INCOME: $ (3,569,595)
----------------------------------------------------------------------------------------------------
Net decrease in net assets applicable to common
shareowners resulting from operations $(128,436,642)
====================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 33
Statement of Changes in Net Assets
For the Years Ended 3/31/09 and 3/31/08, respectively
Year Ended Year Ended
3/31/09 3/31/08
-----------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 49,810,893 $ 51,707,099
Net realized loss on investments and foreign currency
transactions (14,755,922) (2,517,818)
Change in net unrealized gain (loss) on investments and foreign
currency transactions (159,922,018) (71,561,635)
Dividends and distributions to preferred shareowners from:
Net investment income (3,569,595) (6,061,497)
Net realized gains -- (1,860,388)
-----------------------------------------------------------------------------------------------------
Net decrease in net assets applicable to common
shareowners resulting from operations $(128,436,642) $(30,294,239)
-----------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income
($1.65 and $1.65 per share, respectively) $ (45,076,053) $(44,810,401)
Net realized capital gains
($0.00 and $0.45 per share, respectively) -- (12,222,501)
-----------------------------------------------------------------------------------------------------
Total distributions to common shareowners $ (45,076,053) $(57,032,902)
-----------------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 2,370,884 $ 2,081,512
-----------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from Trust share transactions $ 2,370,884 $ 2,081,512
-----------------------------------------------------------------------------------------------------
Net decrease in net assets applicable to common
shareowners $(171,141,811) $(85,245,629)
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 365,198,728 450,444,357
-----------------------------------------------------------------------------------------------------
End of year $ 194,056,917 $365,198,728
-----------------------------------------------------------------------------------------------------
Undistributed net investment income $ 11,128,396 $ 10,542,800
-----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/09
Financial Highlights
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/09 3/31/08 3/31/07 3/31/06 3/31/05
Per Common Share Operating Performance
Net asset value, beginning of period $ 13.41 $ 16.63 $16.13 $16.34 $16.20
---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.82 $ 1.90 $ 1.88 $ 1.88 $ 1.87
Net realized and unrealized gain (loss) on investments and
foreign currency transactions (6.38) (2.73) 0.64 0.00(b) 0.15
Dividends and distributions to preferred shareowners from:
Net investment income (0.13) (0.22) (0.27) (0.19) (0.10)
Net realized gains -- (0.07) (0.01) (0.02) 0.00(b)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (4.69) $ (1.12) $ 2.24 $ 1.67 $ 1.92
Dividends and distributions to common shareowners from:
Net investment income (1.65) (1.65) (1.65) (1.65) (1.65)
Net realized gains -- (0.45) (0.09) (0.23) (0.13)
---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (6.34) $ (3.22) $ 0.50 $(0.21) $ 0.14
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period(c) $ 7.07 $ 13.41 $16.63 $16.13 $16.34
===========================================================================================================================
Market value, end of period(c) $ 8.03 $ 13.15 $17.84 $16.80 $15.12
===========================================================================================================================
Total return at market value(d) (27.74)% (15.37)% 17.61% 24.84% 1.97%
Ratios to average net assets of common shareowners
Net expenses(e) 1.25% 1.02% 1.01% 0.99% 1.00%
Net investment income before preferred share dividends 17.03% 12.36% 11.57% 11.68% 11.60%
Preferred share dividends 1.22% 1.45% 1.67% 1.19% 0.63%
Net investment income available to common shareowners 15.81% 10.91% 9.90% 10.49% 10.97%
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/09 35
Financial Highlights (continued)
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/09 3/31/08 3/31/07 3/31/06 3/31/05
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 19% 15% 27% 20% 54%
Net assets of common shareowners, end of period (in thousands) $194,057 $365,199 $450,444 $434,429 $438,303
Preferred shares outstanding (in thousands) $151,000 $151,000 $151,000 $151,000 $151,000
Asset coverage per preferred share, end of period $ 57,131 $ 85,481 $ 99,597 $ 96,940 $ 97,569
Average market value per preferred share(f) $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,002 $ 25,018 $ 25,020 $ 25,015 $ 25,003
Ratios to average net assets of common shareowners before waivers
and reimbursement of expenses
Net expenses (e) 1.25% 1.02% 1.01% 0.99% 1.00%
Net investment income before preferred share dividends 17.03% 12.36% 11.57% 11.68% 11.60%
Preferred share dividends 1.22% 1.45% 1.67% 1.19% 0.63%
Net investment income available to common shareowners 15.81% 10.91% 9.90% 10.49% 10.97%
===================================================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Amount is less than $0.01 per common share.
(c) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and Saturday.
(d) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and
distributions, if any, are assumed for purposes of this calculation to be
reinvested at prices obtained under the Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(e) Expense ratios do not reflect the effect of dividend payments to preferred
shareowners.
(f) Market value is redemption value without an active market.
The information above represents the audited operating performance data for a
share of common stock outstanding, total investment return, ratios to average
net assets of common shareowners and other supplemental data for the periods
indicated. This information has been determined based upon financial
information provided in the financial statements and market value data for the
Trust's common shares.
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/09
Notes to Financial Statements | 3/31/09
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the "Trust") was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002,
the Trust had no operations other than matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended. The investment objective of the
Trust is to seek a high level of current income and the Trust may seek capital
appreciation to the extent that it is consistent with its investment objective.
The Trust's investments in certain foreign markets or countries with limited
developing markets may subject the Trust to a greater degree of risk than in a
developed market. These risks include disruptive political or economic
conditions and the possible imposition of adverse governmental laws or currency
exchange restrictions.
Information regarding the Trust's principal risks is contained in the Trust's
original offering prospectus, with additional information included in the
Trust's Shareowner reports from time to time. Please refer to those documents
when considering the Trust's risks. At times, the Trust's investments may
represent industries or industry sectors that are interrelated or have common
risks, making it more susceptible to any economic, political, or regulatory
developments or other risks affecting those industries or sectors. Under normal
market conditions, the Trust invests at least 80% of its assets in below
investment grade (high-yield) debt securities, loans and preferred stocks.
Because the Trust's investments will be concentrated in the high-yield
securities, it will be subject to risks of such securities. Below investment
grade securities are commonly referred to as "junk bonds" and are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of income, expenses and gains and losses on investments during the
reporting year. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
Pioneer High Income Trust | Annual Report | 3/31/09 37
A. Security Valuation
Security transactions are recorded as of trade date. Investments in loan
interests are valued in accordance with guidelines established by the Board
of Trustees at the mean between the last available bid and asked prices from
one or more brokers or dealers as obtained from Loan Pricing Corporation. For
the limited number of Loan Interests for which no reliable price quotes are
available, such investments will be valued by Loan Pricing Corporation
through the use of pricing matrices to determine valuations.
Fixed-income securities are valued at prices supplied by independent pricing
services, which consider such factors as Treasury spreads, yields, maturities
and ratings. Valuations may be supplemented by values obtained from dealers
and other sources, as required. Equity securities are valued at the last sale
price on the principal exchanges where they are traded. Securities or Loan
Interests for which market price and/or quotations are not readily available
are valued using fair value methods pursuant to procedure adopted by the
Board of Trustees ("board determined"). Trading in foreign securities is
substantially completed each day at various times prior to the close of the
NYSE. The values of such securities used in computing the net asset value of
the Trust's shares are determined as of such times. The Trust may also use
the fair value methods to value a security, including a non-U.S. security,
when the closing market price on the primary exchange where the security is
traded no longer accurately reflects the value of the security as of the
close of the NYSE. As of March 31, 2009, the Trust had no securities that
were board determined. Temporary cash investments are valued at amortized
cost which approximates market value.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Trust becomes aware of the ex-dividend data in
the exercise of reasonable diligence. Discounts and premiums on debt
securities are accreted or amortized, respectively, daily, on an effective
yield to maturity basis and are included in interest income. Premiums and
discounts related to certain mortgage-backed securities are amortized or
accreted in proportion to the monthly paydowns. Interest income, including
income on interest bearing cash accounts, is recorded on an accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
38 Pioneer High Income Trust | Annual Report | 3/31/09
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually received.
Further, the effects of changes in foreign currency exchange rates on
investments are not segregated in the Statement of Operations from the
effects of changes in market prices of those securities but are included with
the net realized and unrealized gain or loss on investments.
C. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts ("contracts") for
the purchase or sale of a specific foreign currency at a fixed price on a
future date as a hedge or cross-hedge against either specific investment
transactions ("settlement hedges") or portfolio positions ("portfolio
hedges"). All contracts are marked to market daily at the applicable exchange
rates, and any resulting unrealized gains or losses are recorded in the
Trust's financial statements. The Trust records realized gains and losses at
the time a portfolio hedge is offset by entry into a closing transaction or
extinguished by delivery of the currency. Risks may arise upon entering into
these contracts from the potential inability of counterparties to meet the
terms of the contracts and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar (see Note 5).
D. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal income
tax rules. Therefore, the sources of the Trust's distributions may be shown
in the accompanying financial statements as either from or in excess of net
investment income or net realized gain (loss) on investment and foreign
currency transactions, or from paid-in capital, depending on the type of
book/tax differences that may exist.
At March 31, 2009, the Trust reclassified $579,649 to decrease undistributed
net investment income and decrease net realized loss on investments to
reflect permanent book/tax differences. The reclassification has no impact on
the net asset value of the Trust and presents the Trust's capital accounts on
a tax basis.
Pioneer High Income Trust | Annual Report | 3/31/09 39
At March 31, 2009, the Trust had a net capital loss carryforward of
$9,456,629 which will expire in 2017 if not utilized.
The Trust has elected to defer approximately $10,658,839 of capital losses
recognized between November 1, 2008 and March 31, 2009 to its fiscal year
ending March 31, 2010.
The tax character of distributions paid to common and preferred shareowners
during the years ended March 31, 2009 and March 31, 2008 were as follows:
2009 2008
----------------------------------------------------------------------------
Distributions paid from:
Ordinary Income $48,645,648 $52,250,498
Net long-term capital gains -- 12,704,289
----------------------------------------------------------------------------
Total taxable distribution $48,645,648 $64,954,787
============================================================================
The following shows components of distributable earnings (losses) on a
federal income tax basis at March 31, 2009.
2009
----------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 12,670,479
Capital loss carryforward (9,456,629)
Post-October loss deferred (10,658,839)
Dividends payable (13,928)
Unrealized depreciation (189,124,077)
----------------------------------------------------------------------------
Total $ (196,582,994)
============================================================================
The difference between book-basis and tax-basis unrealized depreciation is
primarily attributable to the tax deferral of losses on straddles and wash
sales, the realization for tax purposes of unrealized gains on certain
foreign currency contracts, the difference between book and tax amortization
methods for premiums and discounts on fixed income securities, the accrual of
income on securities in default, and other book/tax temporary differences.
E. Repurchase Agreements
With respect to repurchase agreements entered into by the Trust, the value of
the underlying securities ("collateral"), including accrued interest, is
required to be at least equal to or in excess of the value of the repurchase
agreement. The collateral for all repurchase agreements is held in
safekeeping in the customer-only account of the Trust's custodian or
subcustodians. 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.
40 Pioneer High Income Trust | Annual Report | 3/31/09
F. Securities Lending
The Trust lends securities in its portfolio to certain broker-dealers or
other institutional investors. When entering into a securities loan
transaction, the Trust typically receives cash collateral from the borrower
equal to at least the value of the securities loaned, which is invested in
temporary cash investments. Credit Suisse, New York Branch, as the Trust's
security lending agent, manages the Trust's securities lending collateral.
The income earned on the investment of collateral is shared with the borrower
and the lending agent in payment of any rebate due to the borrower with
respect to the securities loan, and in compensation for the lending agent's
services to the Trust. The Trust also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss on the
value of the loaned securities that may occur during the term of the loan
will be for the account of the Trust. The amount of the collateral is
required to be adjusted daily to reflect any price fluctuation in the value
of the loaned securities. The Trust has the right, under the lending
agreement, to terminate the loan and recover the securities from the borrower
with prior notice. The Trust will be required to return the cash collateral
to the borrower and could suffer a loss if the value of the collateral, as
invested, has declined.
G. Automatic Dividend Reinvestment Plan
All common shareowners automatically participate in the Automatic Dividend
Reinvestment Plan (the "Plan"), under which participants receive all
dividends and capital gain distributions (collectively, "dividends") in full
and fractional common shares of the Trust in lieu of cash. Shareowners may
elect not to participate in the Plan. Shareowners not participating in the
Plan receive all dividends and capital gain distributions in cash.
Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by notifying American Stock Transfer &
Trust Company, the agent for shareowners in administering the Plan (the "Plan
Agent"), in writing prior to any dividend record date; otherwise such
termination or resumption will be effective with respect to any subsequently
declared dividend or other distribution.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional unissued
but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If, on
the payment date for any dividend, the net asset value per common share is
equal to or less than the market price per share plus estimated brokerage
trading fees ("market premium"), the Plan Agent will invest the dividend
amount in newly issued common shares. The number of newly issued common
shares to be credited to each account will be determined by dividing
Pioneer High Income Trust | Annual Report | 3/31/09 41
the dollar amount of the dividend by the net asset value per common share on
the date the shares are issued, provided that the maximum discount from the
then current market price per share on the date of issuance does not exceed
5%. If, on the payment date for any dividend, the net asset value per common
share is greater than the market value ("market discount"), the Plan Agent
will invest the dividend amount in common shares acquired in open-market
purchases. There are no brokerage charges with respect to newly issued common
shares. However, each participant will pay a pro rata share of brokerage
trading fees incurred with respect to the Plan Agent's open-market purchases.
Participating in the Plan does not relieve shareowners from any federal,
state or local taxes which may be due on dividends paid in any taxable year.
Shareowners holding Plan shares in a brokerage account may not be able to
transfer the shares to another broker and continue to participate in the
Plan.
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit S.p.A. ("UniCredit")
manages the Trust's portfolio. Management fees payable under the Trust's
Advisory Agreement with PIM are calculated daily at the annual rate of 0.60% of
the Trust's average daily managed assets. "Managed assets" is the average daily
value of the Trust's total assets minus the sum of the Trust's liabilities,
which liabilities exclude debt related to leverage, short-term debt and the
aggregate liquidation preference of any outstanding preferred shares. For the
year ended March 31, 2009, the net management fee was equivalent to 0.60% of
the Trust's average daily managed assets, which was equivalent to 0.91% of the
Trust's average daily net assets attributable to the common shareowners.
In addition, under PIM's management and administration agreements, certain
other services and costs are paid by PIM and reimbursed by the Trust. At March
31, 2009, $186,285 was payable to PIM related to management costs,
administrative costs and certain other services and is in included in "Due to
affiliates" on the Statement of Assets and Liabilities.
PIM has retained Princeton Administrators, LLC ("Princeton") to provide certain
administrative and accounting services to the Trust on its behalf. PIM pays
Princeton a monthly fee at an annual rate of 0.07% of the average daily value
of the Trust's managed assets up to $500 million and 0.03% for average daily
managed assets in excess of $500 million, subject to a minimum monthly fee of
$10,000. Princeton receives no compensation directly from the Trust.
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
42 Pioneer High Income Trust | Annual Report | 3/31/09
shares at negotiated rates. Deutsche Bank Trust Company Americas ("Deutsche
Bank") is the transfer agent, registrar, dividend paying agent and auction
agent with respect to the Trust's Auction Market Preferred Shares ("AMPS"). The
Trust pays Deutsche Bank an annual fee, as is agreed to from time to time by
the Trust and Deutsche Bank, for providing such services.
4. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion
of the Trust's custodian expenses. For the year ended March 31, 2009, the Trust
expenses were reduced by $7 under such arrangement.
5. Forward Foreign Currency Contracts
The Trust may enter into contracts that obligate the Trust to deliver
currencies at specified future dates. At the maturity of a contract, the Trust
must make or take delivery of the foreign currency. Alternatively, prior to the
settlement date of a portfolio hedge, the Trust may close out such contracts by
entering into an offsetting hedge contract.
Open portfolio hedges at March 31, 2009, were as follows:
Net Net
Contracts In Exchange Settlement Unrealized
Currency to (Deliver) For US$ Date US$ Value Gain
------------------------------------------------------------------------------------------
EURO (3,700,000) $(5,680,610) 6/11/09 $(4,912,961) $ 767,649
EURO (2,550,000) (3,274,552) 2/4/10 (3,391,895) (117,343)
------------------------------------------------------------------------------------------
Total $ 650,306
==========================================================================================
As of March 31, 2009, the Trust had no outstanding forward currency settlement
hedges.
6. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the years ended March
31, 2009 and March 31, 2008 were as follows:
2009 2008
-------------------------------------------------------------------------------
Shares outstanding at beginning of year 27,227,442 27,093,609
Reinvestment of distributions 236,483 133,833
-------------------------------------------------------------------------------
Shares outstanding at end of year 27,463,925 27,227,442
===============================================================================
The Trust may classify or reclassify any unissued common shares of beneficial
interest into one or more series of preferred shares of beneficial interest. As
of
Pioneer High Income Trust | Annual Report | 3/31/09 43
March 31, 2009, there were 6,040 AMPS as follows: Series M7-2,020, Series
W28-2,020 and Series TH7-2,000.
Dividends on Series M7 and Series TH7 are cumulative at a rate which is reset
every seven days based on the results of an auction. Dividends on Series W28
are also cumulative at a rate reset every 28 days based on the results of an
auction. An auction fails if there are more AMPS offered for sale than there
are buyers. When an auction fails, the dividend rate for the period will be the
maximum rate on the auction dates described in the prospectus for the AMPS.
Preferred shareowners will not be able to sell their AMPS at an auction if the
auction fails. Since February 2008, the Trust's auctions related to the AMPS
have failed. The maximum rate for the 7-Day Series is 150% of the 7 day
commercial paper rate. The maximum rate for the 28 day Series is 150% of the 30
day commercial paper rate. AMPS dividend rates ranged from 0.105% to 5.312%
during the year ended March 31, 2009.
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
Preference are not satisfied.
The holders of AMPS have voting rights equal to the holders of the Trust's
common shares (one vote per share) and will vote together with holders of the
common shares as a single class. However, holders of AMPS are also entitled to
elect two of the Trust's Trustees. In addition, the Investment Company Act of
1940, as amended, requires that along with approval by shareowners that might
otherwise be required, the approval of the holders of a majority of any
outstanding preferred shares, voting separately as a class, would be required
to (a) adopt any plan of reorganization that would adversely affect the
preferred shares and (b) take any action requiring a vote of security holders,
including, among other things, changes in the Trust's subclassification as a
closed-end management investment company or changes in its fundamental
investment restrictions.
7. New Pronouncements
In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities ("SFAS 161"), was issued
and is effective for fiscal years beginning after November 15, 2008. SFAS
44 Pioneer High Income Trust | Annual Report | 3/31/09
161 requires enhanced disclosures about an entity's derivative and hedging
activities. Management is currently evaluating the impact the adoption of SFAS
161 will have on the Trust's financial statement disclosures.
8. Subsequent Events
Subsequent to March 31, 2009, the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.1375 per common share
payable April 30, 2009, to common shareowners of record on April 15, 2009.
Subsequent to March 31, 2009, dividends declared and paid on preferred shares
totaled $40,255 in aggregate for the three outstanding preferred share series
through May 15, 2009.
Pioneer High Income Trust | Annual Report | 3/31/09 45
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, 2009, 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, 2009, by correspondence with
the custodian, selling or agent banks and brokers or by other appropriate
auditing procedures where replies from brokers were not received. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer High Income Trust at March 31, 2009, 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.
/s/Ernst & Young LLP
Boston, Massachusetts
May 21, 2009
46 Pioneer High Income Trust | Annual Report | 3/31/09
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's
investment objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which have not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. Day-to-day
management of the Trust's portfolio is the responsibility of Andrew Feltus. Mr.
Feltus is supported by the fixed income team. Members of this team manage other
Pioneer funds investing primarily in fixed income securities. The portfolio
manager and the team also may draw upon the research and investment management
expertise of the global research team, which provides fundamental research on
companies and includes members from Pioneer's affiliate, Pioneer Investment
Management Limited. Mr. Feltus, a Senior vice president, joined Pioneer in 1994
and has been an investment professional for more than 10 years.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
CEO CERTIFICATION DISCLOSURE (unaudited)
The Trust's Chief Executive Officer has submitted to the New York Stock
Exchange the annual CEO certification as required by Section 303A.12(a) of the
NYSE Listed Company Manual. In addition, the Trust has filed with the
Securities and Exchange Commission the certification of its Chief Executive
Officer and Chief Financial Officer required by Section 302 of the Sarbanes-
Oxley Act.
Pioneer High Income Trust | Annual Report | 3/31/09 47
Results of Shareholder Meeting (unaudited)
On September 22, 2008, Pioneer High Income Trust held its annual meeting of
shareowners to elect Class III Trustees. All Class III Trustees were elected.
Here are the detailed results of the votes.
Proposal 1 -- To elect Class III Trustees
Nominee For Withheld
--------------------------------------------------------------------------------
Benjamin M. Friedman 24,782,417 474,099
Margaret B.W. Graham 24,789,468 467,048
Daniel K. Kingsbury 24,795,778 460,738
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, 2009:
Interest-Related Dividends for Non-U.S. Residents 78.56%*
------------------
* Represents the portion of the taxable ordinary income dividends eligible for
tax exemption from U.S. withholding tax for nonresident aliens and foreign
corporations.
Additionally, the following summarizes the per share long-term capital gain
distribution paid to preferred shareowners during the year:
Payable Long-Term
Date Capital Gain
--------------------------------------------------------------------------------
Series W 4/17/2008 $9.56
48 Pioneer High Income Trust | Annual Report | 3/31/09
Approval of Investment Advisory Agreement (unaudited)
Pioneer Investment Management, Inc. (PIM) serves as the Trust's investment
adviser pursuant to an investment advisory agreement between PIM and the Trust.
The Trustees of the Trust, as required by law, determine annually whether to
continue the investment advisory agreement for the Trust.
The contract renewal process began in March 2008 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the
process. In July, the Trustees approved the format of the contract renewal
materials and submitted their formal request to PIM to furnish information
necessary to evaluate the terms of the investment advisory agreement. The
contract renewal materials were provided to the Trustees in August. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM in September, and materials were provided in
response to this request later that month. Meetings of the Independent Trustees
of the Trust were held in September and October to review and discuss the
contract renewal materials.
At a meeting held on November 11, 2008, based on their evaluation of the
information provided by PIM, the Trustees of the Trust, including the
independent Trustees voting separately, unanimously approved the continuation
of the investment advisory agreement for another year. In considering the
continuation of the investment advisory agreement, the Trustees considered
various factors that they determined were relevant, including the factors
described below. The Trustees did not identify any single factor as the
controlling factor in determining to approve the continuation of the investment
advisory agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
provided by PIM to the Trust, taking into account the investment objective and
strategy of the Trust and the information related to the Trust provided to the
Trustees at each quarterly meeting. The Trustees reviewed the terms of the
investment advisory agreement. The Trustees also reviewed PIM's investment
approach for the Trust and its research process. The Trustees considered the
resources of PIM and the personnel of PIM who provide investment management
services to the Trust. They also considered PIM's compliance and legal
resources and personnel.
The Trustees also considered that, as administrator, PIM is responsible for the
administration of the Trust's business and other affairs. It was noted that PIM
supervises and monitors the performance of the Trust's service providers and
provides the Trust with personnel (including officers) as are necessary for the
Trust's operations. The Trustees considered the fees paid to PIM for the
provision of such services.
Pioneer High Income Trust | Annual Report | 3/31/09 49
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had provided by PIM to the Trust were satisfactory
and consistent with the terms of the investment advisory agreement.
Performance of the Trust
The Trustees considered the performance results of the Trust over various time
periods. They reviewed information comparing the Trust's performance with the
average performance of its peer group of funds as classified by Morningstar,
Inc. (Morningstar), an independent provider of investment company data, and
with the performance of the Trust's benchmark index. The Trustees considered
that the Trust's annualized total return was in the third quintile of its
Morningstar category for the one year period ended June 30, 2008 and in the
first quintile of its Morningstar category for the three and five year periods
ending June 30, 2008. (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 noted that the yield
(gross of expenses) to the Trust's common shareowners for the twelve months
ended June 30, 2008 exceeded the yield of the Trust's benchmark index for the
same period. The Trustees concluded that the investment performance of the
Trust was satisfactory.
Management Fee and Expenses
The Trustees considered information on the fees and expenses of the Trust in
comparison to the management fees and the expense ratios of a peer group of
funds selected on the basis of criteria determined by the independent Trustees
for this purpose using data provided by Strategic Insight Mutual Trust Research
and Consulting, LLC (Strategic Insight), an independent third party.
The Trustees considered that the Trust's management fee for the twelve months
ended June 30, 2008 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 for the
twelve months ended June 30, 2008 was in the first quintile relative to its
Strategic Insight peer group for the comparable period. It was noted that PIM
did not currently manage any separate accounts with an investment objective and
strategies that were similar to the Trust.
The Trustees concluded that the management fee payable by the Trust to PIM was
reasonable in relation to the nature and quality of the services provided by
PIM. The Trustees also concluded that the Trust's expense ratio was reasonable,
taking into account the quality of services provided by PIM and the investment
performance of the Trust.
50 Pioneer High Income Trust | Annual Report | 3/31/09
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Trust,
including the methodology used by PIM in allocating certain of its costs to the
management of the Trust. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Trust. They further reviewed the
financial results realized by PIM and its affiliates from non-fund businesses.
The Trustees considered PIM's profit margins with respect to the Trust in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
recognized that PIM should be entitled to earn a reasonable level of profit for
the services provided to the Trust. The Trustees concluded that PIM's
profitability with respect to the management of the Trust was not unreasonable.
Economies of Scale
The Trustees considered the extent to which PIM may realize economies of scale
or other efficiencies in managing and supporting the Trust. Since the Trust is
a closed-end fund and its size is relatively stable at an asset level that was
anticipated when the management fee was initially set, the Trustees concluded
that economies of scale were not a relevant consideration.
Other Benefits
The Trustees also 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 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
continuation of the investment advisory agreement for the Trust.
Pioneer High Income Trust | Annual Report | 3/31/09 51
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Legal Counsel
Bingham McCutchen LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
American Stock Transfer & Trust Company
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Sub-Administrator
Princeton Administrators, LLC
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com. This information is also available
on the Securities and Exchange Commission's web site at http://www.sec.gov.
Trustees and Officers
The Board of Trustees provides broad supervision over the Trust's affairs. The
officers of the Trust are responsible for the Trust's operations. The Trustees
and officers are listed below, together with their principal occupations during
the past five years. Trustees who are interested persons of the Trust within
the meaning of the 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 76 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
52 Pioneer High Income Trust | Annual Report | 3/31/09
Interested Trustees
Position Held Length of Service
Name and Age with the Trust and Term of Office
--------------------------------------------------------------------------------
John F. Cogan, Jr. (82)* Chairman of the Board, Class II Trustee since
Trustee and President 2002. Term expires in
2010. Elected by Pre-
ferred Shares only.
--------------------------------------------------------------------------------
Daniel K. Kingsbury (50)* Trustee and Executive Class III Trustee since
Vice President 2007. Term expires in
2011.
--------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
--------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (82)* Deputy Chairman and a Director of Pioneer Global Asset Man- None
agement S.p.A. ("PGAM"); Non-Executive Chairman and a Direc-
tor of Pioneer Investment Management USA Inc. ("PIM-USA");
Chairman and a Director of Pioneer; Chairman and Director of
Pioneer Institutional Asset Management, Inc. (since 2006);
Director of Pioneer Alternative Investment Management Limited
(Dublin); President and a Director of Pioneer Alternative
Investment Management (Bermuda) Limited and affiliated funds;
Director of PIOGLOBAL Real Estate Investment Fund (Russia)
(until June 2006); Director of Nano-C, Inc. (since 2003); Director
of Cole Management Inc. (since 2004); Director of Fiduciary
Counseling, Inc.; President and Director of Pioneer Funds
Distributor, Inc. ("PFD") (until May 2006); President of all of the
Pioneer Funds; and Of Counsel, Wilmer Cutler Pickering Hale and
Dorr LLP
--------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (50)* Director, CEO and President of Pioneer Investment Management None
USA Inc. (since February 2007); Director and President of
Pioneer Investment Management, Inc. and Pioneer Institutional
Asset Management, Inc. (since February 2007); Executive Vice
President of all of the Pioneer Funds (since March 2007);
Director of Pioneer Global Asset Management S.p.A. (since April
2007); Head of New Markets Division, Pioneer Global Asset
Management S.p.A. (2000 - 2007)
--------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers or directors of the Trust's investment
adviser and certain of its affiliates.
Pioneer High Income Trust | Annual Report | 3/31/09 53
Independent Trustees
Position Held Length of Service
Name and Age with the Trust and Term of Office
--------------------------------------------------------------------------------
David R. Bock (65) Trustee Class II Trustee since
2005. Term expires in 2010.
--------------------------------------------------------------------------------
Mary K. Bush (60) Trustee Class I Trustee since 2002.
Term expires in 2009.
--------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
------------------------------------------------------------------------------------------------------------------------
David R. Bock (65) Managing Partner, Federal City Capital Advisors (boutique mer- Director of Enterprise Com-
chant bank) (1997 - 2004 and 2008 - present); and Executive munity Investment, Inc.
Vice President and Chief Financial Officer, I-trax, Inc. (publicly (privately-held affordable
traded health care services company) (2004 - 2007) housing finance company);
Director of New York Mort-
gage Trust (publicly traded
mortgage REIT); and Direc-
tor of Oxford Analytica, Inc.
(privately-held research and
consulting company)
------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (60) President, Bush International, LLC (international financial Director of Marriott Interna-
advisory firm) tional, Inc.; Director of Dis-
cover Financial Services
(credit card issuer and elec-
tronic payment services);
Director of Briggs & Stratton
Co. (engine manufacturer);
Director of UAL Corporation
(airline holding company);
Director of Mantech Interna-
tional Corporation (national
security, defense, and intel-
ligence technology firm);
and Member, Board of Gov-
ernors, Investment Company
Institute
------------------------------------------------------------------------------------------------------------------------
54 Pioneer High Income Trust | Annual Report | 3/31/09
Position Held Length of Service
Name and Age with the Trust and Term of Office
--------------------------------------------------------------------------------
Benjamin M. Friedman (64) Trustee Class III Trustee since
2008. Term expires
in 2011.
--------------------------------------------------------------------------------
Margaret B.W. Graham (61) Trustee Class III Trustee since
2002. Term expires
in 2011.
--------------------------------------------------------------------------------
Thomas J. Perna (58) Trustee Class I Trustee since
2006. Term expires
in 2009.
--------------------------------------------------------------------------------
Marguerite A. Piret (60) Trustee Class I Trustee since
2002. Term expires in
2009. Elected by Pre-
ferred Shares only.
--------------------------------------------------------------------------------
Stephen K. West (80) Trustee Class II Trustee since
2002. Term expires
in 2010.
--------------------------------------------------------------------------------
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Trustee
--------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (64) Professor, Harvard University Trustee, Mellon Institutional
Funds Investment Trust and
Mellon Institutional Funds
Master Portfolio (oversees 17
portfolios in fund complex)
--------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (61) Founding Director, Vice President and Corporate Secretary, The None
Winthrop Group, Inc. (consulting firm); and Desautels Faculty of
Management, McGill University
--------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (58) Chief Executive Officer, Quadriserv, Inc. (technology products for None
securities lending industry) (2008 - present); Private investor
(2004 - 2008); and Senior Executive Vice President, The Bank of
New York (financial and securities services) (1986 - 2004)
--------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (60) President and Chief Executive Officer, Newbury, Piret & Company, Director of New America
Inc. (investment banking firm) High Income Fund, Inc.
(closed-end investment
company)
--------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (80) Senior Counsel, Sullivan & Cromwell LLP (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end
investment company)
--------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/09 55
Trust Officers
Position Held Length of Service
Name and Age with the Trust and Term of Office
--------------------------------------------------------------------------------
Dorothy E. Bourassa (61) Secretary Since 2002. Serves at
the discretion of the
Board
--------------------------------------------------------------------------------
Christopher J. Kelley (44) Assistant Secretary Since 2003. Serves at
the discretion of the
Board
--------------------------------------------------------------------------------
Mark E. Bradley (49) Treasurer Since 2008. Serves at
the discretion of the
Board
--------------------------------------------------------------------------------
Luis I. Presutti (43) Assistant Treasurer Since 2002. Serves at
the discretion of the
Board
--------------------------------------------------------------------------------
Gary Sullivan (50) Assistant Treasurer Since 2002. Serves at
the discretion of the
Board
--------------------------------------------------------------------------------
David F. Johnson (29) Assistant Treasurer Since 2009. Serves at
the discretion of the
Board
--------------------------------------------------------------------------------
Trust Officers
Other Directorships
Name and Age Principal Occupation During Past Five Years Held by this Officer
----------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (61) Secretary of PIM-USA; Senior Vice President - Legal of Pioneer; None
Secretary/Clerk of most of PIM-USA's subsidiaries; and Secretary
of all of the Pioneer Funds since September 2003 (Assistant
Secretary from November 2000 to September 2003)
----------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (44) Associate General Counsel of Pioneer since January 2008 and None
Assistant Secretary of all of the Pioneer Funds since September
2003; Vice President and Senior Counsel of Pioneer from July
2002 to December 2007
----------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (49) Vice President - Fund Accounting, Administration and Controller- None
ship Services of Pioneer; and Treasurer of all of the Pioneer
Funds since March 2008; Deputy Treasurer of Pioneer from
March 2004 to February 2008; Assistant Treasurer of all of the
Pioneer Funds from March 2004 to February 2008; and Treasurer
and Senior Vice President, CDC IXIS Asset Management Services
from 2002 to 2003
----------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (43) Assistant Vice President - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
----------------------------------------------------------------------------------------------------------------------
Gary Sullivan (50) Fund Accounting Manager - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Assistant Treasurer of all
of the Pioneer Funds
----------------------------------------------------------------------------------------------------------------------
David F. Johnson (29) Fund Administration Manager - Fund Accounting, Administration None
and Controllership Services since November 2008 and Assistant
Treasurer of all of the Pioneer Funds since January 2009; Client
Service Manager - Institutional Investor Services at State Street
Bank from March 2003 to March 2007
----------------------------------------------------------------------------------------------------------------------
56 Pioneer High Income Trust | Annual Report | 3/31/09
Position Held Length of Service Other Directorships
Name and Age with the Trust and Term of Office Principal Occupation During Past Five Years Held by this Officer
------------------------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (49) Chief Compliance Since 2007. Serves at Chief Compliance Officer of Pioneer since None
Officer the discretion of the December 2006 and of all the Pioneer Funds
Board since January 2007; Vice President and
Compliance Officer, MFS Investment Management
(August 2005 to December 2006); Consultant,
Fidelity Investments (February 2005 to July
2005); Independent Consultant (July 1997 to
February 2005)
------------------------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and Pioneer Investment Management Shareholder Services, Inc. ("PIMSS") is indirectly
wholly owned by UniCredit S.p.A. ("UniCredit"), one of the largest banking groups in Italy. Pioneer, the Trust's investment
adviser, provides investment management and financial services to mutual funds, institutional and other clients.
Pioneer High Income Trust | Annual Report | 3/31/09 57
This page for your notes.
58 Pioneer High Income Trust | Annual Report | 3/31/09
This page for your notes.
Pioneer High Income Trust | Annual Report | 3/31/09 59
This page for your notes.
60 Pioneer High Income Trust | Annual Report | 3/31/09
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.pioneerinvestments.com.
The Trust files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
The Trust's Chief Executive Officer is required by the New York Stock
Exchange's Listing Standards to file annually with the Exchange a certification
that he is not aware of any violation by the Trust of the Exchange's Corporate
Governance Standards applicable to the Trust. The Trust has filed such
certification.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust, including fees
associated with the filings to update its Form N-2 and
issuance of comfort letters, totaled approximately $41,300 in
2009 and $38,545 in 2008.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related Fees and Other Fees
Audit related fees for the Trust's audit related services
totaled approximately $9,652 and $9,285 in 2009 and
2008, 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 $7,820 for 2009 and 2008,
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.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(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, 2009 and 2008, 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 $17,492 in 2009
and $17,105 in 2008.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has
considered whether the provision of non-audit services that
were rendered to the Affiliates (as defined) that were not pre-
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal
accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
The registrant has a separately-designated standing audit
committe eestablished in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
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.
Pioneer High Income Trust
PORTFOLIO MANAGEMENT
Additional Information About the Portfolio Managers
Other Accounts Managed by the Portfolio Managers. The table below indicates, for
each portfolio manager of the fund, information about the accounts other than
the fund over which the portfolio manager has day-to-day investment
responsibility. All information on the number of accounts and total assets in
the table is as of March 31, 2008. For purposes of the table, "Other Pooled
Investment Vehicles" may include investment partnerships, undertakings for
collective investments in transferable securities ("UCITS") and other non-U.S.
investment funds and group trusts, and "Other Accounts" may include separate
accounts for institutions or individuals, insurance company general or separate
accounts, pension funds and other similar institutional accounts but generally
do not include the portfolio manager's personal investment accounts or those
which the manager may be deemed to own beneficially under the code of ethics.
Certain funds and other accounts managed by the portfolio manager may have
substantially similar investment strategies.
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Name of Portfolio Type of Account Number of Total Assets Number of Assets Managed
Manager Accounts Managed Managed Accounts Managed for which
for which Advisory Fee is
Advisory Fee is Performance-Based
Performance-Based
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Andrew Feltus Other Registered 7 $3,594,931,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 4 $412,717,000 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 3 #340,360,000 N/A N/A
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Potential Conflicts of Interest. When a portfolio manager is responsible for the
management of more than one account, the potential arises for the portfolio
manager to favor one account over another. The principal types of potential
conflicts of interest that may arise are discussed below. For the reasons
outlined below, Pioneer does not believe that any material conflicts are likely
to arise out of a portfolio manager's responsibility for the management of the
fund as well as one or more other accounts. Although Pioneer has adopted
procedures that it believes are reasonably designed to detect and prevent
violations of the federal securities laws and to mitigate the potential for
conflicts of interest to affect its portfolio management decisions, there can be
no assurance that all conflicts will be identified or that all procedures will
be effective in mitigating the potential for such risks. Generally, the risks of
such conflicts of interest are increased to the extent that a portfolio manager
has a financial incentive to favor one account over another. Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest. See "Compensation of Portfolio
Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based
upon a range of factors including available cash and consistency with the
accounts' investment objectives and policies. This allocation methodology
necessarily involves some subjective elements but is intended over time to
treat each client in an equitable and fair manner. Generally, the
investment opportunity is allocated among participating accounts on a pro
rata basis. Although Pioneer believes that its practices are reasonably
designed to treat each client in an equitable and fair manner, there may be
instances where a fund may not participate, or may participate to a lesser
degree than other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount
that may influence the market price of the security, accounts that
purchased or sold the security first may receive a more favorable price
than accounts that made subsequent transactions. The less liquid the market
for the security or the greater the percentage that the proposed aggregate
purchases or sales represent of average daily trading volume, the greater
the potential for accounts that make subsequent purchases or sales to
receive a less favorable price. When a portfolio manager intends to trade
the same security on the same day for more than one account, the trades
typically are "bunched," which means that the trades for the individual
accounts are aggregated and each account receives the same price. There are
some types of accounts as to which bunching may not be possible for
contractual reasons (such as directed brokerage arrangements).
Circumstances may also arise where the trader believes that bunching the
orders may not result in the best possible price. Where those accounts or
circumstances are involved, Pioneer will place the order in a manner
intended to result in as favorable a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or
to compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise.
For example, if a portfolio manager purchases a security for one account
and sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Pioneer seeks to avoid such potentially conflicting
situations. However, where a portfolio manager is responsible for accounts
with differing investment objectives and policies, it is possible that the
portfolio manager will conclude that it is in the best interest of one
account to sell a portfolio security while another account continues to
hold or increase the holding in such security.
Compensation of Portfolio Managers. Pioneer has adopted a system of compensation
for portfolio managers that seeks to align the financial interests of the
portfolio managers with those of shareholders of the accounts (including Pioneer
funds) the portfolio managers manage, as well as with the financial performance
of Pioneer. The compensation program for all Pioneer portfolio managers includes
a base salary (determined by the rank and tenure of the employee) and an annual
bonus program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Pioneer seeks to set base compensation at market rates, taking
into account the experience and responsibilities of the portfolio manager. The
bonus plan is intended to provide a competitive level of annual bonus
compensation that is tied to the portfolio manager achieving superior investment
performance and align the interests of the investment professional with those of
shareholders, as well as with the financial performance of Pioneer. Any bonus
under the plan is completely discretionary, with a maximum annual bonus that may
be in excess of base salary. The annual bonus is based upon a combination of the
following factors:
o Quantitative Investment Performance. The quantitative investment
performance calculation is based on pre-tax investment performance of all
of the accounts managed by the portfolio manager (which includes the fund
and any other accounts managed by the portfolio manager) over a one-year
period (20% weighting) and four-year period (80% weighting), measured for
periods ending on December 31. The accounts, which include the fund, are
ranked against a group of mutual funds with similar investment objectives
and investment focus (60%) and a broad-based securities market index
measuring the performance of the same type of securities in which the
accounts invest (40%), which, in the case of the fund, is the Merrill Lynch
High Yield Master II Index. As a result of these two benchmarks, the
performance of the portfolio manager for compensation purposes is measured
against the criteria that are relevant to the portfolio manager's
competitive universe.
o Qualitative Performance. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes
objectives, such as effectiveness in the areas of teamwork, leadership,
communications and marketing, that are mutually established and evaluated
by each portfolio manager and management.
o Pioneer Results and Business Line Results. Pioneer's financial performance,
as well as the investment performance of its investment management group,
affect a portfolio manager's actual bonus by a leverage factor of plus or
minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
Share Ownership by Portfolio Manager. The following table indicates as of March
31, 2009 the value, within the indicated range, of shares beneficially owned by
the portfolio manager of the fund.
--------------------------------------- -------------------------------------
Name of Portfolio Manager Beneficial Ownership of the Fund*
--------------------------------------- -------------------------------------
--------------------------------------- -------------------------------------
Andrew Feltus C
--------------------------------------- -------------------------------------
*Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date May 29, 2009
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 29, 2009
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date May 29, 2009
* Print the name and title of each signing officer under his or her signature.