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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: Match 31
Date of reporting period: April 1, 2015 through March 31, 2016
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 STOCKHOLDERS.
Pioneer High
Income Trust
--------------------------------------------------------------------------------
Annual Report | March 31, 2016
--------------------------------------------------------------------------------
Ticker Symbol: PHT
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Schedule of Investments 13
Financial Statements 39
Notes to Financial Statements 45
Report of Independent Registered Public Accounting Firm 61
Trustees, Officers and Service Providers 63
Pioneer High Income Trust | Annual Report | 3/31/16 1
President's Letter
Dear Shareowner,
Global financial markets began 2016 on shaky footing, delivering the kind of
volatility that challenged investors in 2015. US equities fell by 10% through
the first six weeks of the year, only to recover the losses by the end of the
first quarter. Fixed-income markets were also acutely affected, with concerns
about falling oil prices and a weak global economy leading to a sell-off in
credit-sensitive sectors, especially high-yield bonds, as investors fled to the
perceived safety of government bonds. Like equities, credit markets recovered
much of their lost ground by the end of the first quarter.
Midway through the first quarter, market sentiment shifted, as expectations grew
that major central banks would extend their accommodative monetary policies in
the hopes of driving economic growth. The US Federal Reserve System (the Fed)
backed off plans to raise interest rates four times in 2016, and the European
Central Bank announced a more comprehensive asset-purchasing program in the
hopes of encouraging lending, and boosting both inflation and economic growth.
The Bank of Japan also followed a monetary easing path, announcing negative
interest rates in January.
As 2016 moves along, we continue to see central bank policies as generally
supportive of the US economy - for which we maintain an expectation of modest
growth this year - against an overall global economic backdrop that remains
unsettled and points towards generally lower growth. Economies around the world
in both developed and emerging markets are experiencing deep structural changes.
Current challenges include incomplete debt deleveraging in both emerging and
developed markets, where debt levels continue to grow, the transition of many
emerging markets economies from export/investment-driven models to more domestic
demand-driven models, and aging populations, which are reducing productivity and
limiting economic growth potential (primarily in the developed markets but also
in emerging markets such as China). Geopolitical instability on many fronts, the
rising risk of policy mistakes, and market liquidity issues combine to increase
the possibility of sharp swings in asset values. Meanwhile, in the US, as always
in a presidential election year, the political rhetoric of 2016 has the
potential to impact domestic sectors such as health care.
Throughout Pioneer's history, we have believed in the importance of active
management. During periods of market volatility, we view the value of active
management as even more compelling. Our experienced and tenured investment teams
focus on identifying value across global markets using proprietary research,
careful risk management, and a long-term perspective. We believe our shareowners
can benefit from the experience and tenure of our investment teams as well as
the insights generated from our extensive research process.
2 Pioneer High Income Trust | Annual Report | 3/31/16
As always, and particularly during times of market uncertainty, we encourage you
to work with your financial advisor to develop an overall investment plan that
addresses both your short- and long-term goals, and to implement such a plan in
a disciplined manner.
We greatly appreciate the trust you have placed in us and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
President and CEO
Pioneer Investment Management USA Inc.
March 31, 2016
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer High Income Trust | Annual Report | 3/31/16 3
Portfolio Management Discussion | 3/31/16
Higher-yielding, lower-quality bonds felt the brunt of the negative effects of
falling commodity prices and signs of weakening in the global economy during the
12-month period ended March 31, 2016. In the following interview, Andrew Feltus
discusses the factors that affected the performance of Pioneer High Income Trust
during the 12-month period. Mr. Feltus, Director of High Yield and Bank Loans, a
senior vice president and a portfolio manager at Pioneer, is responsible for the
daily management of the Trust.
Q How did the Trust perform during the 12-month period ended March 31, 2016?
A Pioneer High Income Trust returned -10.54% at net asset value and -11.37%
at market price during the 12-month period ended March 31, 2016. During the
same 12-month period, the Trust's benchmark, the Bank of America Merrill
Lynch (BofA ML) US High Yield Index (the BofA ML Index), returned -3.99% at
net asset value. The BofA ML Index is an unmanaged, commonly accepted
measure of the performance of high-yield securities. Unlike the Trust, the
BofA ML Index does not use leverage. While the use of leverage increases
investment opportunity, it also increases investment risk.
During the same 12-month period, the average return (at market price) of
the 31 closed end funds in Lipper's High Yield Closed End Funds category
(which may or may not be leveraged) was -5.62%.
The shares of the Trust were selling at a 7.5% premium to net asset value
at the end of the 12-month period on March 31, 2016.
On March 31, 2016, the standardized 30-day SEC yield of the Trust's shares
was 14.84%*.
Q How would you describe the investment environment for high-yielding debt
during the 12-month period ended March 31, 2016?
A The past 12 months featured a challenging market environment for high-
yield investors, with several factors contributing to the volatility. In
the fixed-income market, the asset classes with the highest credit
sensitivity, such as high-yield corporates and emerging markets debt,
underperformed over most of the period amidst fears about weakening growth
trends in the global economy and the possibility that the US economy could
slip back into recession. Weakness in commodity prices, especially oil,
also took a heavy toll on the high-yield corporate sector, which had a
large exposure to energy bonds.
* The 30-day SEC yield is a standardized formula that is based on the
hypothetical annualized earning power (investment income only) of the
Trust's portfolio securities during the period indicated.
4 Pioneer High Income Trust | Annual Report | 3/31/16
In April and May of 2015, the first two months of the Trust's fiscal year,
high-yield corporates, including energy-sensitive bonds, actually appeared
to be staging a recovery from the losses they suffered prior to the start
of the period, as the price of oil briefly bounced back from
late-2014/early-2015 lows.
The situation changed in June, however, when oil/commodity prices again
went into decline due to growing evidence that economic growth in China was
slackening at the same time that concerns about the state of Europe's
economy resurfaced, triggered by a renewed debt crisis in Greece.
While slumping oil prices and global economic news were the main factors
driving underperformance in the high-yield market during the 12-month
period, a host of other issues also negatively affected market sentiment,
including geopolitical concerns and speculation that the US Federal Reserve
System (the Fed) might aggressively tighten monetary policy. The markets
expected the Fed to tighten monetary policy in 2015, and it finally did
raise short-term interest rates in December, after some delay. Since the
start of 2016, however, the Fed seems to have taken a more dovish stance on
interest rates, thus reassuring the markets that it would act cautiously
before tightening monetary policy any further.
High-yield investments did rally in the final six weeks of the Trust's
fiscal year, beginning in mid-February 2016. Unfortunately, the rebound was
not strong enough to overcome the effects of the market's earlier losses.
Q Which of your investment decisions or other factors had the biggest effects
on the Trust's benchmark-relative underperformance during the 12-month
period ended March 31, 2016?
A The main reason for the Trust's underperformance of its benchmark during
the period was the use of leverage, or borrowed funds. The use of leverage
increases the Trust's risk and has the effect of exaggerating the size of
the high-yield market's moves on the portfolio. In down markets, when high-
yield securities are underperforming and bond prices are falling, as was
the case during the 12-month period, the use of leverage can and will
negatively affect the Trust's benchmark-relative performance. As high-yield
bond investments lost value during the period, the effects of leverage on
the Trust's returns were magnified.
Another factor that detracted from benchmark-relative performance was the
Trust's greater exposure than that of the BofA ML Index, early in the
period, to securities issued by energy companies, particularly those
involved in exploration and production. As oil prices fell during the third
quarter of 2015 when it became apparent that the rebalancing in the oil
sector would be a longer process than the market originally expected,
energy bond prices experienced downward pressure. We subsequently
Pioneer High Income Trust | Annual Report | 3/31/16 5
reduced the Trust's exposure to the energy sector from slightly more than
14% of the Trust's total investment portfolio at the beginning of the
period (compared with 13.7% for the benchmark), to 9.4% as of March 31,
2016 (compared with 12.7% for the benchmark). Individual positions in the
portfolio's energy sector also underperformed and detracted from
benchmark-relative returns. Notable underperformers among the oil-related
securities in the Trust's portfolio were the debt of Comstock and Midstates
Petroleum, both of which we expect to be restructured.
In addition, the Trust's shorter-duration stance hurt benchmark-relative
returns during the 12-month period. (Duration is a measure of the
sensitivity of the price, or the value of principal, of a fixed-income
investment to a change in interest rates, expressed as a number of years.)
We pursue a buy-and-hold strategy in the Trust's portfolio, retaining those
high-current-income securities that we believe can support a healthy
dividend** stream to the Trust's shareholders. Therefore, we tend to keep
the Trust's duration shorter than that of the BofA ML Index due to the
allocation to older securities with higher yields. The shorter-duration
stance should also decrease the portfolio's sensitivity to changes in
interest rates and credit spreads. During the 12-month period ended March
31, 2016, however, mid- and long-term US Treasury interest rates fell.
Given that the Trust was positioned for a rising-rate environment, the
portfolio's short-duration stance detracted from the Trust's
benchmark-relative performance.
Q Which allocation decisions or individual investments had the greatest
positive effects on the Trust's benchmark-relative performance during the
12-month period ended March 31, 2016?
A The Trust's moderate overweight in securities issued by banks and moderate
underweight to non-bank financial companies tended to support
benchmark-relative performance during the period. Individual positions in
the debt of Ally Financial, a specialist in automobile financing, and in
securities issued by Bank of America and PNC Bank were particularly
noteworthy contributors to relative returns. Holdings of utility bonds such
as NRG Energy, which we added to during the period, also aided relative
performance after the securities rebounded during the second half of the
Trust's fiscal year. We likewise had success investing in debt of
automobile-related companies during a year when car sales were healthy.
The debt of Meritor, an auto parts component manufacturer, and of Chrysler
Group, both fared well and contributed to the Trust's performance. Finally,
investments in some emerging markets corporates did well during the period,
as did the portfolio's positions in insurance-linked bonds, an asset class
that turned in strong performance during a relatively mild hurricane season
in the United States.
** Dividends are not guaranteed.
6 Pioneer High Income Trust | Annual Report | 3/31/16
Q What were the principal factors affecting the Trust's yield, or dividend
income, during the 12-month period ended March 31, 2015?
A The Trust's dividend to shareholders was reduced in February 2016 because
the portfolio of investments was realizing less current income. Over the
12-month period, yields of newer high-yield bonds tended to be lower than
the yields of older bonds issued back when market rates were higher. As the
period progressed, many of the older holdings in the Trust's portfolio
either had reached maturity or were called away by their issuers, who often
replaced them with newer bonds paying lower interest rates. In addition,
the Trust has drawn on accumulated net investment income in paying the
Trust's distributions in recent periods, but these reserves will be
depleted over time. Therefore, as the Trust redeployed assets in a
lower-yielding market, the income earned by the portfolio's investments
declined. Likewise, the decision by the Fed to raise interest rates last
December increased the cost of leverage to the Trust and reduced the income
available for distribution.
Q Did the level of leverage in the Trust change during the 12-month period
ended March 31, 2016?
A The Trust employs leverage through a margin loan financing agreement. (See
Note 10 to the Financial Statements).
At the end of the 12-month period on March 31, 2016, 31.5% of the Trust's
total managed assets were financed by leverage (or borrowed funds),
compared with 30.5% of the Trust's total managed assets financed by
leverage at the start of the period on April 1, 2015. During the 12-month
period, the Trust reduced the borrowing from the revolving credit facility
by a total of $26 million, to $125 million as of March 31, 2016. Due to the
overall decline in prices of high-yield securities during the period, a
reduction in the overall borrowing on the margin line was necessary in
order to maintain the asset-coverage requirements specified by the margin
loan financing agreement. Despite the reduction, the percentage of the
Trust's managed assets financed by leverage increased during the period due
to a decrease in the values of securities in which the Trust had invested.
Q Did the Trust invest in any derivative securities during the 12-month
period ended March 31, 2016? If so, did the exposure have a material impact
on performance?
A We did invest in some currency forward exchange transactions in an attempt
to hedge the effects on the Trust's portfolio of changes in relative
currency valuations during the period. The derivatives did not have a
material impact on benchmark-relative results. The Trust also had a small
exposure to some credit default swaps, which had no material effect on
relative performance, but had a small positive effect on absolute
performance.
Pioneer High Income Trust | Annual Report | 3/31/16 7
Q What is your investment outlook?
A While domestic economic growth has slowed somewhat during the past year, we
do not see evidence that the US economy is heading into recession. In a
period of continued, if modest, growth, we believe there should be
opportunities for investment in credit-sensitive securities, especially if
they are attractively priced.
Spreads between high-yield and higher-quality bonds are wider now than the
longer-term averages, and wider than they were a year ago. (Credit spreads
are commonly defined as the differences in yield between Treasuries and
other types of fixed-income securities with similar maturities.) At the
same time, high-yield default rates, while higher than a year ago, remain
below long-term averages. The troubled high-yield debt seems concentrated
in the energy, and metals and mining groups, while most other sectors
appear to be doing better. The most recent default rate for high-yield
bonds stood at 3.8%, while current market prices suggest a default rate of
8% to 10%. This indicates there may be value in the high-yield market.
We believe the biggest threat to continued expansion of the domestic
economy would be aggressive monetary policy tightening by the Fed. However,
the Fed, as we noted earlier, appears satisfied, at least for now, to move
at a slower pace with regard to hiking interest rates. We think it is
likely, though, that the Fed will increase short-term interest rates
modestly (only once or twice) during 2016 as it keeps a close watch on
economic data. Meanwhile, in an election year, budgetary policy in
Washington may loosen somewhat, as evidenced by the recent passage of a
Federal Highway Bill, which should provide some stimulus to the economy.
After a year of underperformance, we think high-yield bond pricing is more
attractive, with above-average spreads and below-average default rates.
While we do not anticipate a robust rally in the high-yield market, and
while short-term market swings may continue to be volatile, we think there
may be opportunities in the high-yield market for appropriate investors.
Please refer to the Schedule of Investments on pages 13-38 for a full listing of
Trust securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. These conditions may continue, recur, worsen or spread.
Investments in high-yield or lower-rated securities are subject to greater-than-
average risk.
8 Pioneer High Income Trust | Annual Report | 3/31/16
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 fail-
ure of the issuers of the underlying securities and their inability to meet
their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a price reflective of
their value at the times when the Trust believes it is desirable to do so, and
the market price of illiquid securities 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 employs leverage through a margin loan financing agreement. Leverage
creates significant risks, including the risk that the Trust's incremental
income or capital appreciation for investments purchased with the proceeds of
leverage will not be sufficient to cover the cost of leverage, which may
adversely affect the return for shareowners.
The Trust is required to meet certain regulatory and other asset coverage
requirements in connection with its use of leverage. In order to maintain
required asset coverage levels, the Trust may be required to reduce the amount
of leverage employed by the Trust, alter the composition of its investment
portfolio or take other actions at what might be inopportune times in the
market. Such actions could reduce the net earnings or returns to shareowners
over time, which is likely to result in a decrease in the market value of the
Trust's shares.
Risks of investing in the Trust are discussed in greater detail in the Trust's
original offering documents relating to its common shares and shareowner reports
issued from time to time.
These risks may increase share price volatility.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer High Income Trust | Annual Report | 3/31/16 9
Portfolio Summary | 3/31/16
Portfolio Diversification*
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 85.3%
Senior Secured Floating Rate Loan Interests 4.3%
Convertible Bonds & Notes 3.1%
Preferred Stocks 2.2%
Collateralized Mortgage Obligations 1.6%
Repurchase Agreement 1.0%
Convertible Preferred Stocks 0.8%
Common Stocks 0.6%
Commercial Paper 0.4%
Sovereign Debt Obligation 0.4%
Asset Backed Securities 0.3%
Municipal Collateralized Debt Obligation 0.0%+
* Includes investments in Insurance Linked Securities totaling 3.1% of total
investment portfolio.
+ Amount rounds to less than 0.1%.
10 Largest Holdings
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(As a percentage of long-term holdings)**
1. Hanover Insurance Corp., 7.625%, 10/15/25 1.77%
--------------------------------------------------------------------------------
2. Provident Funding Associates LP / PFG Finance Corp.,
6.75%, 6/15/21 (144A) 1.21
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3. Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) 1.19
--------------------------------------------------------------------------------
4. Hologic, Inc., 2.0%, 12/15/37 1.13
--------------------------------------------------------------------------------
5. Basell Finance Co., BV, 8.1%, 3/15/27 (144A) 1.12
--------------------------------------------------------------------------------
6. SIG Combibloc Holdings SCA, 7.75%, 2/15/23 (144A) 1.00
--------------------------------------------------------------------------------
7. Xerium Technologies, Inc., 8.875%, 6/15/18 0.98
--------------------------------------------------------------------------------
8. FAGE Dairy Industry SA / FAGE USA Dairy Industry, Inc.,
9.875%, 2/1/20 (144A) 0.96
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9. Icon Health & Fitness, Inc., 11.875%, 10/15/16 (144A) 0.96
--------------------------------------------------------------------------------
10. WMG Acquisition Corp., 6.75%, 4/15/22 (144A) 0.94
--------------------------------------------------------------------------------
** This list excludes temporary cash investments and derivative instruments.
The portfolio is actively managed, and current holdings may be different.
The holdings listed should not be considered recommendations to buy or sell
any security listed.
10 Pioneer High Income Trust | Annual Report | 3/31/16
Prices and Distributions | 3/31/16
Market Value per Common Share
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3/31/16 3/31/15
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Market Value $10.04 $12.87
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Premium 7.5% 8.2%
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Net Asset Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/16 3/31/15
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Net Asset Value $9.34 $11.89
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Distributions per Common Share*
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--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
4/1/15 - 3/31/16 $1.34 $-- $--
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Yields
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--------------------------------------------------------------------------------
3/31/16 3/31/15
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30-Day SEC Yield 14.84% 10.37%
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The data shown above represents past performance, which is no guarantee of
future results.
* The amount of distributions made to shareowners during the period was in
excess of the net investment income earned by the Trust during the period.
The Trust has accumulated undistributed net investment income which is part
of the Trust's NAV. A portion of this accumulated net investment income was
distributed to shareowners during the period. A decrease in distributions
may have a negative effect on the market value of the Trust's shares.
Pioneer High Income Trust | Annual Report | 3/31/16 11
Performance Update | 3/31/16
Investment Returns
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The mountain chart on the right shows the change in market value, plus
reinvested dividends and distributions, of a $10,000 investment made in common
shares of Pioneer High Income Trust during the periods shown, compared to that
of the Bank of America Merrill Lynch (BofA ML) US High Yield Index.
Average Annual Total Returns
(As of March 31, 2016)
--------------------------------------------------------------------------------
BofA ML
Net Asset US High
Value Market Yield
Period (NAV) Price Index
--------------------------------------------------------------------------------
10 Years 6.65% 6.95% 6.85%
5 Years 2.15 0.63 4.71
1 Year -10.54 -11.37 -3.99
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer High BofA ML US High
Income Trust Yield Index
3/06 $10,000 $10,000
3/07 $11,761 $11,159
3/08 $ 9,953 $10,766
3/09 $ 7,192 $ 8,583
3/10 $15,800 $13,495
3/11 $18,979 $15,408
3/12 $21,167 $16,277
3/13 $23,844 $18,410
3/14 $27,717 $19,795
3/15 $22,097 $20,202
3/16 $19,586 $19,396
Call 1-800-225-6292 or visit us.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below NAV, due to such factors as interest rate
changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Shares of 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 bought and sold in the open market through a stock exchange and frequently
trade at prices lower than their NAV. NAV per common share is total assets less
total liabilities, which include preferred shares or borrowings, as applicable,
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 through open-market purchases 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.
Had these fees and taxes been reflected, performance would have been lower.
The Bank of America Merrill Lynch US High Yield Index is an unmanaged, commonly
accepted measure of the performance of high yield securities. Index returns are
calculated monthly, assume reinvestment of dividends and, unlike Trust
returns, do not reflect any fees, expenses or sales charges. The Index does not
employ leverage. It is not possible to invest directly in the Index.
12 Pioneer High Income Trust | Annual Report | 3/31/16
Schedule of Investments | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES -- 0.4% of
Net Assets
BANKS -- 0.1%
Thrifts & Mortgage Finance -- 0.1%
122,303(a) Security National Mortgage Loan Trust, Series
2007-1A, Class 1A3, 6.55%, 4/25/37 (144A) $ 122,416
---------------
Total Banks $ 122,416
----------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.2%
Thrifts & Mortgage Finance -- 0.2%
660,000(a) GMAT Trust, Series 2013-1A, Class M, 5.0%,
11/25/43 (144A) $ 618,788
---------------
Total Diversified Financials $ 618,788
----------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.1%
Airlines -- 0.1%
486,064(b) Aviation Capital Group Trust, Series 2000-1A,
Class A1, 1.416%, 11/15/25 (144A) $ 72,910
1,257,905(b) Lease Investment Flight Trust, Series 1, Class A1,
0.826%, 7/15/31 303,863
---------------
Total Transportation $ 376,773
----------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $2,012,460) $ 1,117,977
----------------------------------------------------------------------------------------------------
COLLATERALIZED MORTGAGE OBLIGATIONS --
2.3% of Net Assets
BANKS -- 0.7%
Thrifts & Mortgage Finance -- 0.7%
850,000(b) BAMLL Commercial Mortgage Securities Trust, Series
2014-INLD, Class F, 2.954%, 12/15/29 (144A) $ 772,638
400,000(a) Bear Stearns Commercial Mortgage Securities Trust,
Series 2007-PW16, Class B, 5.721%, 6/11/40 (144A) 375,345
180,499 Homeowner Assistance Program Reverse Mortgage
Loan Trust, Series 2013-RM1, Class A, 4.0%,
5/26/53 (144A) 177,340
200,000 ML-CFC Commercial Mortgage Trust, Series 2006-4,
Class AJ, 5.239%, 12/12/49 194,510
250,000(a) Springleaf Mortgage Loan Trust, Series 2013-1A,
Class B1, 5.58%, 6/25/58 (144A) 249,338
55,349(a) Wachovia Bank Commercial Mortgage Trust, Series
2006-C24, Class AJ, 5.658%, 3/15/45 55,269
---------------
Total Banks $ 1,824,440
----------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.6%
Thrifts & Mortgage Finance -- 1.6%
700,000(b) CFCRE Mortgage Trust, Series 2015-RUM, Class E,
5.036%, 7/15/30 (144A) $ 680,671
1,000,000(a) Citigroup Commercial Mortgage Trust, Series
2014-GC23, Class E, 3.208%, 7/10/47 (144A) 645,316
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 13
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- (continued)
500,000(a) Commercial Mortgage Trust, Series 2007-C9, Class H,
5.813%, 12/10/49 (144A) $ 459,304
900,000(b) Commercial Mortgage Trust, Series 2014-KYO,
Class F, 3.938%, 6/11/27 (144A) 889,653
1,000,000(b) CSMC Trust, Series 2015-SAND, Class F, 5.136%,
8/15/30 (144A) 971,716
200,000 JP Morgan Chase Commercial Mortgage Securities
Trust, Series 2006-CB16, Class AJ, 5.623%, 5/12/45 193,602
650,000(a) JP Morgan Chase Commercial Mortgage Securities
Trust, Series 2007-LD12, Class AJ, 6.007%, 2/15/51 626,437
---------------
Total Diversified Financials $ 4,466,699
----------------------------------------------------------------------------------------------------
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $6,434,615) $ 6,291,139
----------------------------------------------------------------------------------------------------
SENIOR SECURED FLOATING RATE LOAN
INTERESTS -- 6.0% of Net Assets* (b)
CAPITAL GOODS -- 0.1%
Industrial Conglomerates -- 0.1%
313,298 Filtration Group Corp., Second Lien Initial Term Loan,
8.25%, 11/22/21 $ 299,885
---------------
Total Capital Goods $ 299,885
----------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 1.0%
Education Services -- 1.0%
2,834,750 McGraw-Hill School Education Holdings LLC, Term B
Loan, 6.25%, 12/18/19 $ 2,827,663
---------------
Total Consumer Services $ 2,827,663
----------------------------------------------------------------------------------------------------
ENERGY -- 0.3%
Coal & Consumable Fuels -- 0.1%
587,500 PT Bumi Resources Tbk, Term Loan, 18.0%, 11/4/16 $ 117,500
----------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 0.2%
1,050,500 Jonah Energy LLC, Second Lien Initial Term Loan,
7.5%, 5/12/21 $ 541,008
---------------
Total Energy $ 658,508
----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.8%
Health Care Equipment & Services -- 0.4%
1,140,000 Concentra, Inc., Initial Term Loan, 9.0%, 6/1/23 $ 1,117,884
----------------------------------------------------------------------------------------------------
Health Care Technology -- 0.4%
1,313,405(c) Medical Card System, Inc., Term Loan, 1.5%, 5/31/19 $ 853,713
---------------
Total Health Care Equipment & Services $ 1,971,597
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
INSURANCE -- 0.6%
Property & Casualty Insurance -- 0.6%
1,885,452 Confie Seguros Holding II Co., Second Lien Term Loan,
10.25%, 5/8/19 $ 1,729,902
---------------
Total Insurance $ 1,729,902
----------------------------------------------------------------------------------------------------
MATERIALS -- 0.1%
Diversified Metals & Mining -- 0.1%
139,195 FMG Resources (August 2006) Pty, Ltd. (FMG America
Finance, Inc.), Term Loan, 4.25%, 6/30/19 $ 117,967
131,698(d)(e) PT Bakrie & Brothers Tbk, Facility Term Loan B,
8.0%, 11/25/14 26,340
---------------
Total Materials $ 144,307
----------------------------------------------------------------------------------------------------
MEDIA -- 0.5%
Publishing -- 0.5%
1,194,713 Cengage Learning Acquisitions, Inc. (fka TL
Acquisitions, Inc.), Term Loan, 7.0%, 3/31/20 $ 1,191,428
238,017 Lee Enterprises, Inc., First Lien Term Loan, 7.25%,
3/31/19 237,273
---------------
Total Media $ 1,428,701
----------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 1.0%
Biotechnology -- 1.0%
2,973,669 Lantheus Medical Imaging, Inc., Term Loan, 7.0%,
6/30/22 $ 2,601,961
---------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 2,601,961
----------------------------------------------------------------------------------------------------
RETAILING -- 0.7%
Automotive Retail -- 0.5%
1,505,625 CWGS Group LLC, Term Loan, 5.75%, 2/20/20 $ 1,493,392
----------------------------------------------------------------------------------------------------
Computer & Electronics Retail -- 0.2%
68,241(c)(h) Targus Group International, Inc., Tranche A-2 Term
Loan, 15.0% (15.0% PIK 0% cash), 12/31/19 $ 68,241
204,722(c)(h) Targus Group International, Inc., Tranche A-2/B Term
Loan, 14.0% (14.0% PIK 0% cash), 12/31/19 204,722
---------------
$ 272,963
---------------
Total Retailing $ 1,766,355
----------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.9%
Application Software -- 0.9%
2,500,000 Vertafore, Inc., Second Lien Term Loan, 9.75%,
10/27/17 $ 2,504,375
---------------
Total Software & Services $ 2,504,375
----------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $17,759,085) $ 15,933,254
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 15
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES -- 120.0% of
Net Assets
AUTOMOBILES & COMPONENTS -- 0.6%
Auto Parts & Equipment -- 0.6%
1,744,000(f) International Automotive Components Group SA,
9.125%, 6/1/18 (144A) $ 1,569,600
---------------
Total Automobiles & Components $ 1,569,600
----------------------------------------------------------------------------------------------------
BANKS -- 3.3%
Diversified Banks -- 1.2%
1,200,000(a) Access Bank Plc, 9.25%, 6/24/21 (144A) $ 998,400
1,650,000(a)(f)(g) Bank of America Corp., 6.25% 1,617,000
600,000(a)(f)(g) Bank of America Corp., 6.5% 619,320
---------------
$ 3,234,720
----------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- 2.1%
1,325,000(f) Ocwen Financial Corp., 6.625%, 5/15/19 $ 1,040,125
4,825,000(f) Provident Funding Associates LP / PFG Finance
Corp., 6.75%, 6/15/21 (144A) 4,571,688
---------------
$ 5,611,813
---------------
Total Banks $ 8,846,533
----------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 8.8%
Aerospace & Defense -- 2.8%
2,200,000 ADS Tactical, Inc., 11.0%, 4/1/18 (144A) $ 2,216,500
1,500,000(f) DigitalGlobe, Inc., 5.25%, 2/1/21 (144A) 1,365,000
3,084,000(f) DynCorp International, Inc., 10.375%, 7/1/17 2,467,200
1,305,000(f) LMI Aerospace, Inc., 7.375%, 7/15/19 1,226,700
525,000 Triumph Group, Inc., 5.25%, 6/1/22 472,500
---------------
$ 7,747,900
----------------------------------------------------------------------------------------------------
Agricultural & Farm Machinery -- 0.6%
1,890,000(f) Titan International, Inc., 6.875%, 10/1/20 $ 1,530,900
----------------------------------------------------------------------------------------------------
Building Products -- 0.2%
500,000 Griffon Corp., 5.25%, 3/1/22 $ 498,750
----------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.0%+
1,500,000(d)(f) Abengoa Finance SAU, 8.875%, 11/1/17 (144A) $ 135,000
----------------------------------------------------------------------------------------------------
Construction Machinery & Heavy Trucks -- 0.1%
330,000(f) Meritor, Inc., 6.25%, 2/15/24 $ 290,812
----------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.8%
253,000(f) Boart Longyear Management Pty, Ltd., 10.0%,
10/1/18 (144A) $ 177,100
1,070,000 JB Poindexter & Co., Inc., 9.0%, 4/1/22 (144A) 1,120,825
810,000 Waterjet Holdings, Inc., 7.625%, 2/1/20 (144A) 805,950
---------------
$ 2,103,875
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Industrial Machinery -- 2.7%
2,575,000 Apex Tool Group LLC, 7.0%, 2/1/21 (144A) $ 2,085,750
1,040,000(f) Cleaver-Brooks, Inc., 8.75%, 12/15/19 (144A) 982,800
735,874(c)(h) Liberty Tire Recycling LLC, 11.0% (11.0% PIK
0.0% cash), 3/31/21 (144A) 544,547
4,500,000(f) Xerium Technologies, Inc., 8.875%, 6/15/18 3,712,500
---------------
$ 7,325,597
----------------------------------------------------------------------------------------------------
Trading Companies & Distributors -- 1.6%
280,000 Fly Leasing, Ltd., 6.375%, 10/15/21 $ 265,300
2,580,000(f) H&E Equipment Services, Inc., 7.0%, 9/1/22 2,618,700
1,250,000(f) TRAC Intermodal LLC / TRAC Intermodal Corp.,
11.0%, 8/15/19 1,337,500
---------------
$ 4,221,500
---------------
Total Capital Goods $ 23,854,334
----------------------------------------------------------------------------------------------------
COMMERCIAL & PROFESSIONAL SERVICES -- 2.6%
Commercial Printing -- 0.7%
1,295,000(f) Cenveo Corp., 6.0%, 8/1/19 (144A) $ 942,113
860,000 Mustang Merger Corp., 8.5%, 8/15/21 (144A) 887,950
---------------
$ 1,830,063
----------------------------------------------------------------------------------------------------
Diversified Support Services -- 1.4%
660,000 Broadspectrum, Ltd., 8.375%, 5/15/20 (144A) $ 674,850
3,900,000(f) NANA Development Corp., 9.5%, 3/15/19 (144A) 3,042,000
---------------
$ 3,716,850
----------------------------------------------------------------------------------------------------
Environmental & Facilities Services -- 0.5%
1,370,000(f) Safway Group Holding LLC / Safway Finance Corp.,
7.0%, 5/15/18 (144A) $ 1,373,425
---------------
Total Commercial & Professional Services $ 6,920,338
----------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 5.6%
Homebuilding -- 2.6%
750,000(f) Beazer Homes USA, Inc., 9.125%, 5/15/19 $ 712,500
800,000(f) Brookfield Residential Properties, Inc., 6.375%,
5/15/25 (144A) 688,000
1,500,000 KB Home, 7.0%, 12/15/21 1,500,000
790,000(f) KB Home, 7.5%, 9/15/22 793,950
1,035,000 KB Home, 7.625%, 5/15/23 1,027,238
1,975,000(f) Rialto Holdings LLC / Rialto Corp., 7.0%,
12/1/18 (144A) 1,940,437
565,000(f) Taylor Morrison Communities, Inc. / Monarch
Communities, Inc., 5.625%, 3/1/24 (144A) 540,987
---------------
$ 7,203,112
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 17
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Housewares & Specialties -- 1.7%
3,000,000(f) Reynolds Group Issuer, Inc., 9.0%, 4/15/19 $ 3,037,500
1,430,000(f) Reynolds Group Issuer, Inc., 9.875%, 8/15/19 1,480,944
---------------
$ 4,518,444
----------------------------------------------------------------------------------------------------
Leisure Products -- 1.3%
4,000,000 Icon Health & Fitness, Inc., 11.875%,
10/15/16 (144A) $ 3,620,000
---------------
Total Consumer Durables & Apparel $ 15,341,556
----------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 5.1%
Casinos & Gaming -- 2.7%
708,415(d)(h) Mashantucket Western Pequot Tribe, 6.5% (5.5% PIK
1.0% cash), 7/1/36 $ 3,542
1,700,000(f) MGM Resorts International, 6.0%, 3/15/23 1,759,500
1,225,000 Scientific Games International, Inc., 6.25%, 9/1/20 735,000
3,000,000(f) Scientific Games International, Inc., 6.625%, 5/15/21 1,822,500
3,800,000(f) Scientific Games International, Inc., 10.0%, 12/1/22 3,078,000
---------------
$ 7,398,542
----------------------------------------------------------------------------------------------------
Hotels, Resorts & Cruise Lines -- 0.2%
565,000 Viking Cruises, Ltd., 6.25%, 5/15/25 (144A) $ 473,188
----------------------------------------------------------------------------------------------------
Restaurants -- 0.7%
2,000,000(f) PF Chang's China Bistro, Inc., 10.25%,
6/30/20 (144A) $ 1,810,000
----------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 1.5%
3,254,000(f) Constellis Holdings LLC / Constellis Finance Corp.,
9.75%, 5/15/20 (144A) $ 2,830,980
1,400,000(f) StoneMor Partners LP / Cornerstone Family Services
of WV, 7.875%, 6/1/21 1,411,138
---------------
$ 4,242,118
---------------
Total Consumer Services $ 13,923,848
----------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 2.7%
Consumer Finance -- 1.1%
675,000(f) Ally Financial, Inc., 5.75%, 11/20/25 $ 659,813
1,030,000(f) Jefferies Finance LLC / JFIN Co-Issuer Corp.,
7.375%, 4/1/20 (144A) 890,950
1,720,000(f) TMX Finance LLC / TitleMax Finance Corp., 8.5%,
9/15/18 (144A) 1,376,000
---------------
$ 2,926,763
----------------------------------------------------------------------------------------------------
Diversified Capital Markets -- 0.3%
700,000(a)(f)(g) Credit Suisse Group AG, 7.5% (144A) $ 688,450
----------------------------------------------------------------------------------------------------
Investment Banking & Brokerage -- 0.3%
1,239,000(a)(f)(g) Goldman Sachs Capital II, 4.0% $ 886,504
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Specialized Finance -- 1.0%
425,000(f) Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 7/1/21 $ 377,188
2,845,000(f) Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 6/1/22 2,453,812
---------------
$ 2,831,000
---------------
Total Diversified Financials $ 7,332,717
----------------------------------------------------------------------------------------------------
ENERGY -- 13.4%
Integrated Oil & Gas -- 0.3%
750,000 YPF SA, 8.875%, 12/19/18 (144A) $ 778,500
----------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 1.0%
730,000 Drill Rigs Holdings, Inc., 6.5%, 10/1/17 (144A) $ 438,000
765,000(f) Ocean Rig UDW, Inc., 7.25%, 4/1/19 (144A) 470,475
954,000 Rowan Cos., Inc., 5.4%, 12/1/42 544,494
131,000 Rowan Cos., Inc., 5.85%, 1/15/44 76,355
1,800,000(f) Shelf Drill Holdings, Ltd., 8.625%, 11/1/18 (144A) 1,206,000
---------------
$ 2,735,324
----------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 0.8%
1,020,000(f) McDermott International, Inc., 8.0%, 5/1/21 (144A) $ 798,150
2,000,000(f) Weatherford International LLC, 6.8%, 6/15/37 1,490,000
---------------
$ 2,288,150
----------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 4.0%
525,000 Carrizo Oil & Gas, Inc., 7.5%, 9/15/20 $ 489,562
1,295,000(f) EPL Oil & Gas, Inc., 8.25%, 2/15/18 64,750
2,015,000(f) Gulfport Energy Corp., 7.75%, 11/1/20 2,015,000
2,035,000(f) Halcon Resources Corp., 12.0%, 2/15/22 (144A) 1,353,275
1,950,000 Legacy Reserves LP / Legacy Reserves Finance
Corp., 6.625%, 12/1/21 370,500
2,000,000(f) Midstates Petroleum Co., Inc., 9.25%, 6/1/21 80,000
590,000(f) Parsley Energy LLC / Parsley Finance Corp., 7.5%,
2/15/22 (144A) 587,050
1,856,000 PetroQuest Energy, Inc., 10.0%, 2/15/21 (144A) 1,178,560
3,380,000(d) Quicksilver Resources, Inc., 7.125%, 4/1/16 338
1,800,000 Rice Energy, Inc., 6.25%, 5/1/22 1,566,000
2,935,000(f) Sanchez Energy Corp., 7.75%, 6/15/21 1,724,313
625,000 Whiting Petroleum Corp., 5.0%, 3/15/19 432,813
950,000(f) WPX Energy, Inc., 7.5%, 8/1/20 741,000
335,000(f) WPX Energy, Inc., 8.25%, 8/1/23 259,625
---------------
$ 10,862,786
----------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 3.4%
3,859,000(f) Calumet Specialty Products Partners LP / Calumet
Finance Corp., 6.5%, 4/15/21 $ 2,739,890
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 19
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- (continued)
750,000(f) Calumet Specialty Products Partners LP / Calumet
Finance Corp., 7.75%, 4/15/23 (144A) $ 510,000
641,053(b) EP PetroEcuador via Noble Sovereign Funding I, Ltd.,
6.258%, 9/24/19 556,113
3,000,000(f) Seven Generations Energy, Ltd., 8.25%,
5/15/20 (144A) 3,007,500
2,500,000(f) Sunoco LP / Sunoco Finance Corp., 6.375%,
4/1/23 (144A) 2,501,550
---------------
$ 9,315,053
----------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 3.9%
598,000 Archrock Partners LP / Archrock Partners Finance Corp.,
6.0%, 4/1/21 $ 424,580
1,050,000(f) Crestwood Midstream Partners LP / Crestwood
Midstream Finance Corp., 6.125%, 3/1/22 787,500
875,000(f) Crestwood Midstream Partners LP / Crestwood
Midstream Finance Corp., 6.25%, 4/1/23 (144A) 647,500
1,524,000(b)(f) Energy Transfer Partners LP, 3.633%, 11/1/66 868,680
350,000(a)(f) Enterprise Products Operating LLC, 8.375%, 8/1/66 276,500
2,500,000(f) Genesis Energy LP / Genesis Energy Finance Corp.,
6.75%, 8/1/22 2,312,500
1,410,000(f) Global Partners LP / GLP Finance Corp., 6.25%,
7/15/22 1,050,450
1,100,000(f) Global Partners LP / GLP Finance Corp., 7.0%, 6/15/23 819,500
385,000(f) PBF Logistics LP / PBF Logistics Finance Corp.,
6.875%, 5/15/23 359,012
360,000 Targa Resources Partners LP / Targa Resources Partners
Finance Corp., 4.125%, 11/15/19 339,977
1,185,000 Western Refining Logistics LP / WNRL Finance Corp.,
7.5%, 2/15/23 1,054,650
2,500,000(f) Williams Cos., Inc., 5.75%, 6/24/44 1,662,500
---------------
$ 10,603,349
---------------
Total Energy $ 36,583,162
----------------------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 0.8%
Food Retail -- 0.8%
950,000 C&S Group Enterprises LLC, 5.375%, 7/15/22 (144A) $ 900,125
1,505,000(f) Tops Holding LLC / Tops Markets II Corp., 8.0%,
6/15/22 (144A) 1,392,125
---------------
Total Food & Staples Retailing $ 2,292,250
----------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 9.0%
Agricultural Products -- 1.0%
2,100,000(f) Pinnacle Operating Corp., 9.0%, 11/15/20 (144A) $ 1,811,250
1,215,000 Southern States Cooperative, Inc., 10.0%,
8/15/21 (144A) 747,225
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Agricultural Products -- (continued)
575,000(d) Tonon Luxembourg SA, 10.5%, 5/14/24 (144A) $ 224,250
---------------
$ 2,782,725
----------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 6.3%
775,000 Bertin SA / Bertin Finance, Ltd., 10.25%,
10/5/16 (144A) $ 794,220
1,250,000(d) CFG Investment SAC, 9.75%, 7/30/19 (144A) 812,500
3,500,000(f) FAGE Dairy Industry SA / FAGE USA Dairy Industry,
Inc., 9.875%, 2/1/20 (144A) 3,631,250
1,240,000(f) Marfrig Holding Europe BV, 6.875%, 6/24/19 (144A) 1,179,550
1,000,000 Marfrig Holding Europe BV, 8.375%, 5/9/18 (144A) 1,005,000
1,200,000 Marfrig Holding Europe BV, 11.25%, 9/20/21 (144A) 1,146,000
3,400,000(f) Minerva Luxembourg SA, 7.75%, 1/31/23 (144A) 3,429,750
400,000 Minerva Luxembourg SA, 12.25%, 2/10/22 (144A) 416,000
2,000,000(f) Post Holdings, Inc., 6.0%, 12/15/22 (144A) 2,060,000
2,100,000(f) Post Holdings, Inc., 7.375%, 2/15/22 2,220,750
500,000(f) Post Holdings, Inc., 8.0%, 7/15/25 (144A) 555,000
---------------
$ 17,250,020
----------------------------------------------------------------------------------------------------
Soft Drinks -- 0.6%
1,625,000(f) Cott Beverages, Inc., 5.375%, 7/1/22 $ 1,649,375
----------------------------------------------------------------------------------------------------
Tobacco -- 1.1%
3,835,000(f) Alliance One International, Inc., 9.875%, 7/15/21 $ 2,924,187
---------------
Total Food, Beverage & Tobacco $ 24,606,307
----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 5.9%
Health Care Facilities -- 4.0%
2,860,000(f) CHS/Community Health Systems, Inc., 6.875%,
2/1/22 $ 2,581,150
610,000 CHS/Community Health Systems, Inc., 8.0%,
11/15/19 593,987
2,400,000(f) Kindred Healthcare, Inc., 6.375%, 4/15/22 2,163,000
2,000,000(f) Kindred Healthcare, Inc., 8.0%, 1/15/20 1,985,000
2,385,000(f) Universal Hospital Services, Inc., 7.625%, 8/15/20 2,206,125
1,165,000 Vizient, Inc., 10.375%, 3/1/24 (144A) 1,249,463
---------------
$ 10,778,725
----------------------------------------------------------------------------------------------------
Health Care Services -- 1.6%
2,250,000(f) BioScrip, Inc., 8.875%, 2/15/21 $ 1,901,250
2,380,000(f) Truven Health Analytics, Inc., 10.625%, 6/1/20 2,538,270
---------------
$ 4,439,520
----------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
900,000(f) Emdeon, Inc., 11.0%, 12/31/19 $ 951,750
---------------
Total Health Care Equipment & Services $ 16,169,995
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 21
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 2.2%
Household Products -- 0.8%
2,220,000 Springs Industries, Inc., 6.25%, 6/1/21 $ 2,231,100
----------------------------------------------------------------------------------------------------
Personal Products -- 1.4%
1,745,000(f) Albea Beauty Holdings SA, 8.375%, 11/1/19 (144A) $ 1,836,613
2,315,000(f) Monitronics International, Inc., 9.125%, 4/1/20 1,875,150
---------------
$ 3,711,763
---------------
Total Household & Personal Products $ 5,942,863
----------------------------------------------------------------------------------------------------
INSURANCE -- 12.5%
Insurance Brokers -- 0.4%
1,000,000(f) USI, Inc., 7.75%, 1/15/21 (144A) $ 1,000,000
----------------------------------------------------------------------------------------------------
Multi-Line Insurance -- 2.3%
3,075,000(a)(f) Liberty Mutual Group, Inc., 10.75%, 6/15/58 (144A) $ 4,504,875
1,100,000(f) MetLife, Inc., 10.75%, 8/1/39 1,672,000
---------------
$ 6,176,875
----------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 3.2%
3,000,000(c)(i) Fixed Income Trust, Series 2013-A, 0.0%,
10/15/97 (144A) $ 2,096,179
5,300,000(f) Hanover Insurance Corp., 7.625%, 10/15/25 6,672,244
265,000(a)(f)(g) White Mountains Insurance Group, Ltd.,
7.506% (144A) 261,688
---------------
$ 9,030,111
----------------------------------------------------------------------------------------------------
Reinsurance -- 6.6%
500,000(b) Alamo Re, Ltd., 5.9%, 6/7/18 (144A) (Cat Bond) $ 510,550
875,402(j)(k) Altair Re II, Ltd. (Willis Securities, Inc.), Variable Rate
Notes, 6/30/16 48,847
556,608(j)(k) Altair Re III, Ltd. (Willis Securities, Inc.), Variable Rate
Notes, 6/30/17 225,426
500,000(j)(k) Arlington Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 8/31/16 563,350
500,000(b) Blue Danube II, Ltd., 4.562%, 5/23/16 (144A)
(Cat Bond) 499,850
400,000(b) Caelus Re, Ltd., Series 2013-2, Class A, 6.85%,
4/7/17 (144A) (Cat Bond) 405,040
700,000(j)(k) Carnoustie Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 11/30/20 710,640
700,000(j)(k) Carnoustie Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 2/19/16 14,280
500,000(j)(k) Clarendon Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 6/15/16 499,900
500,000(b) Galileo Re, Ltd., 7.4%, 1/9/17 (144A) (Cat Bond) 505,750
1,300,000(j)(k) Gullane Segregated Account (Kane SAC, Ltd.), Variable
Rate Notes, 1/22/17 35,100
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
1,300,000(j)(k) Gullane Segregated Account (Kane SAC, Ltd.), Variable
Rate Notes, 11/30/20 $ 1,326,390
750,000(b) Kilimanjaro Re, Ltd., 4.75%, 4/30/18 (144A)
(Cat Bond) 748,050
250,000(b) Kilimanjaro Re, Ltd., Series 2015-1, Class D, 9.25%,
12/6/19 (144A) (Cat Bond) 252,200
250,000(b) Kilimanjaro Re, Ltd., Series 2015-1, Class E, 6.75%,
12/6/19 (144A) (Cat Bond) 251,725
1,000,000(j)(k) Lahinch Segregated Account (Kane SAC, Ltd.), Variable
Rate Notes, 6/15/16 1,010,600
760,000(j)(k) Lorenz Re, Ltd. (Prime, Ltd.), Variable Rate Notes,
3/31/18 53,200
800,000(j)(k) Lorenz Re, Ltd. (Prime, Ltd.), Variable Rate Notes,
3/31/19 800,000
1,000,000(j)(k) Pangaea Re XI Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 7/1/18 18,000
1,000,000(j)(k) Pangaea Re Segregated Account (Kane SAC, Ltd.),
Series 2015-1, Variable Rate Notes, 2/1/19 29,900
1,000,000(j)(k) Pangaea Re Segregated Account (Kane SAC, Ltd.),
Series 2015-2, Variable Rate Notes, 11/30/19 1,083,100
1,200,000(j)(k) Pangaea Re Segregated Account (Kane SAC, Ltd.),
Series 2016-1, Variable Rate Notes, 2/1/20 1,213,200
250,000(b) Residential Reinsurance 2012, Ltd., 8%, 6/6/16
(144A) (Cat Bond) 251,075
250,000(b) Residential Reinsurance 2012, Ltd., 10%, 6/6/16
(144A) (Cat Bond) 252,325
400,000(b) Residential Reinsurance 2012, Ltd., 12.75%, 12/6/16
(144A) (Cat Bond) 406,640
250,000(b) Residential Reinsurance 2012, Ltd., 19%, 12/6/16
(144A) (Cat Bond) 255,350
400,000(b) Residential Reinsurance 2012, Ltd., 22%, 6/6/16
(144A) (Cat Bond) 407,480
250,000(b) Residential Reinsurance 2013, Ltd., 9.25%, 6/6/17
(144A) (Cat Bond) 258,175
600,000(b) Resilience Re, Ltd., 4.468%, 1/9/17 (Cat Bond) 600,000
500,000(b) Sanders Re, Ltd., Series 2013-1, Class B, 4%,
5/5/17 (144A) (Cat Bond) 498,500
6,043(j)(k) Sector Re V, Ltd. (Swiss Re), Series 4, Class C, Variable
Rate Notes, 12/1/19 (144A) 42,302
800,000(j)(k) Sector Re V, Ltd. (Swiss Re), Series 5, Class C, Variable
Rate Notes, 12/1/20 (144A) 816,560
750,000(j)(k) Sector Re V, Ltd. (Swiss Re), Series 5, Class F, Variable
Rate Notes, 3/1/20 (144A) 849,450
600,000(j)(k) Silverton Re, Ltd. (Aon Benfield Securities, Inc.), Variable
Rate Notes, 9/16/16 (144A) 2,760
800,000(j)(k) Silverton Re, Ltd. (Aon Benfield Securities, Inc.), Variable
Rate Notes, 9/18/17 (144A) 32,960
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 23
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
500,000(j)(k) Silverton Re, Ltd. (Aon Benfield Securities, Inc.),
Variable Rate Notes, 9/17/18 (144A) $ 514,100
500,000(j)(k) St. Andrews Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 1/22/16 21,350
500,000(j)(k) St. Andrews Segregated Account (Kane SAC, Ltd.),
Variable Rate Notes, 2/1/18 511,650
1,250,000(j)(k) Versutus, Ltd. (MMC Securities), Series 2015-A,
Variable Rate Notes, 12/31/17 18,250
1,250,000(j)(k) Versutus, Ltd. (MMC Securities), Series 2016-A,
Variable Rate Notes, 11/30/20 1,277,125
---------------
$ 17,821,150
---------------
Total Insurance $ 34,028,136
----------------------------------------------------------------------------------------------------
MATERIALS -- 15.7%
Aluminum -- 0.4%
1,120,000(f) Novelis, Inc., 8.375%, 12/15/17 $ 1,139,040
----------------------------------------------------------------------------------------------------
Commodity Chemicals -- 2.5%
3,250,000(f) Basell Finance Co., BV, 8.1%, 3/15/27 (144A) $ 4,212,634
3,625,000(f) Rain CII Carbon LLC / CII Carbon Corp., 8.25%,
1/15/21 (144A) 2,573,750
---------------
$ 6,786,384
----------------------------------------------------------------------------------------------------
Construction Materials -- 0.1%
595,000(f) Unifrax I LLC / Unifrax Holding Co., 7.5%,
2/15/19 (144A) $ 367,412
----------------------------------------------------------------------------------------------------
Diversified Chemicals -- 0.8%
210,000(f) Blue Cube Spinco, Inc., 9.75%, 10/15/23 (144A) $ 239,925
210,000(f) Blue Cube Spinco, Inc., 10.0%, 10/15/25 (144A) 239,925
2,010,000(f) Evolution Escrow Issuer LLC, 7.5%, 3/15/22 (144A) 1,507,500
305,000(f) Platform Specialty Products Corp., 10.375%,
5/1/21 (144A) 295,088
---------------
$ 2,282,438
----------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 1.8%
725,000(f) FMG Resources August 2006 Pty, Ltd., 9.75%,
3/1/22 (144A) $ 723,187
2,000,000(f) Global Brass & Copper, Inc., 9.5%, 6/1/19 2,115,000
1,830,954 Mirabela Nickel, Ltd., 9.5%, 6/24/19 677,453
1,410,000 Prince Mineral Holding Corp., 11.5%, 12/15/19 (144A) 1,226,700
---------------
$ 4,742,340
----------------------------------------------------------------------------------------------------
Forest Products -- 0.6%
4,000,000(f) Millar Western Forest Products, Ltd., 8.5%, 4/1/21 $ 1,680,000
----------------------------------------------------------------------------------------------------
Gold -- 0.9%
3,255,000(f) IAMGOLD Corp., 6.75%, 10/1/20 (144A) $ 2,473,800
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 1.7%
1,703,723(f)(h) Ardagh Finance Holdings SA, 8.625%(8.625% PIK
0.0% cash), 6/15/19 (144A) $ 1,644,093
500,000(f) Beverage Packaging Holdings Luxembourg II SA /
Beverage Packaging Holdings II Is, 6.0%,
6/15/17 (144A) 495,937
2,220,000(f) Coveris Holdings Corp., 10.0%, 6/1/18 (144A) 2,120,100
445,000(f) Coveris Holdings SA, 7.875%, 11/1/19 (144A) 398,275
---------------
$ 4,658,405
----------------------------------------------------------------------------------------------------
Paper Packaging -- 1.6%
485,000(f) AEP Industries, Inc., 8.25%, 4/15/19 $ 492,275
EUR 3,105,000 SIG Combibloc Holdings SCA, 7.75%, 2/15/23 (144A) 3,773,971
---------------
$ 4,266,246
----------------------------------------------------------------------------------------------------
Paper Products -- 1.1%
1,590,000(f) Appvion, Inc., 9.0%, 6/1/20 (144A) $ 612,150
2,250,000 Mercer International, Inc., 7.0%, 12/1/19 2,261,250
---------------
$ 2,873,400
----------------------------------------------------------------------------------------------------
Specialty Chemicals -- 1.5%
945,000(f) A Schulman, Inc., 6.875%, 6/1/23 (144A) $ 930,825
500,000 GCP Applied Technologies, Inc., 9.5%, 2/1/23 (144A) 542,500
400,000(f) Hexion US Finance Corp., 6.625%, 4/15/20 332,000
3,330,000(f) Hexion US Finance Corp., 9.0%, 11/15/20 1,340,325
850,000 Rentech Nitrogen Partners LP / Rentech Nitrogen
Finance Corp., 6.5%, 4/15/21 (144A) 837,250
---------------
$ 3,982,900
----------------------------------------------------------------------------------------------------
Steel -- 2.7%
1,125,000(f) Cliffs Natural Resources, Inc., 8.25%,
3/31/20 (144A) $ 950,625
815,000(f) JMC Steel Group, Inc., 8.25%, 3/15/18 (144A) 725,350
2,483,000 Optima Specialty Steel, Inc., 12.5%,
12/15/16 (144A) 2,036,060
3,750,000(f) Ryerson, Inc., 9.0%, 10/15/17 3,225,000
720,000 SunCoke Energy Partners LP / SunCoke Energy Partners
Finance Corp., 7.375%, 2/1/20 (144A) 500,400
---------------
$ 7,437,435
---------------
Total Materials $ 42,689,800
----------------------------------------------------------------------------------------------------
MEDIA -- 3.3%
Broadcasting -- 0.1%
1,000,000(f) Intelsat Luxembourg SA, 7.75%, 6/1/21 $ 297,500
----------------------------------------------------------------------------------------------------
Movies & Entertainment -- 2.0%
1,400,000(f) Gibson Brands, Inc., 8.875%, 8/1/18 (144A) $ 812,000
1,115,000 Regal Entertainment Group, 5.75%, 2/1/25 1,120,575
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 25
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Movies & Entertainment -- (continued)
1,890,000(d)(f) SFX Entertainment, Inc., 9.625%, 2/1/19 (144A) $ 37,800
3,575,000(f) WMG Acquisition Corp., 6.75%, 4/15/22 (144A) 3,539,250
---------------
$ 5,509,625
----------------------------------------------------------------------------------------------------
Publishing -- 1.2%
2,950,000(f) Trader Corp., 9.875%, 8/15/18 (144A) $ 3,060,625
---------------
Total Media $ 8,867,750
----------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 3.0%
Biotechnology -- 0.5%
1,400,000(f) ConvaTec Healthcare E SA, 10.5%, 12/15/18 (144A) $ 1,442,000
----------------------------------------------------------------------------------------------------
Pharmaceuticals -- 2.5%
1,508,000(f) DPx Holdings BV (FKA JLL / Delta Dutch Newco BV),
7.5%, 2/1/22 (144A) $ 1,500,460
1,490,000(f) Endo Finance LLC / Endo, Ltd. / Endo Finco, Inc.,
6.0%, 7/15/23 (144A) 1,402,463
780,000(f) Endo Finance LLC / Endo, Ltd. / Endo Finco, Inc.,
6.0%, 2/1/25 (144A) 731,250
EUR 575,000 VRX Escrow Corp., 4.5%, 5/15/23 481,370
3,210,000(f) VRX Escrow Corp., 5.875%, 5/15/23 (144A) 2,515,837
---------------
$ 6,631,380
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 8,073,380
----------------------------------------------------------------------------------------------------
REAL ESTATE -- 1.3%
Diversified Real Estate Activities -- 0.1%
330,000 Alam Synergy Pte, Ltd., 9.0%, 1/29/19 (144A) $ 323,400
----------------------------------------------------------------------------------------------------
Specialized REIT -- 1.2%
3,480,000(f) Communications Sales & Leasing, Inc. / CSL
Capital LLC, 8.25%, 10/15/23 $ 3,219,000
---------------
Total Real Estate $ 3,542,400
----------------------------------------------------------------------------------------------------
RETAILING -- 4.2%
Automotive Retail -- 1.5%
1,385,000(f) Asbury Automotive Group, Inc., 6.0%, 12/15/24 $ 1,398,850
3,260,000(f) DriveTime Automotive Group, Inc. / DT Acceptance
Corp., 8.0%, 6/1/21 (144A) 2,819,900
---------------
$ 4,218,750
----------------------------------------------------------------------------------------------------
Computer & Electronics Retail -- 1.1%
3,305,000(f) Rent-A-Center, Inc., 6.625%, 11/15/20 $ 2,858,825
----------------------------------------------------------------------------------------------------
Department Stores -- 0.7%
935,000(f) Argos Merger Sub, Inc., 7.125%, 3/15/23 (144A) $ 993,905
900,000(f) Neiman Marcus Group, Ltd., LLC, 8.0%,
10/15/21 (144A) 774,000
---------------
$ 1,767,905
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Speciality Stores -- 0.9%
2,135,000 Outerwall, Inc., 5.875%, 6/15/21 $ 1,579,900
200,000 Outerwall, Inc., 6.0%, 3/15/19 170,000
685,000 Radio Systems Corp., 8.375%, 11/1/19 (144A) 712,400
---------------
$ 2,462,300
---------------
Total Retailing $ 11,307,780
----------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 1.1%
Semiconductors -- 1.1%
995,000(f) Advanced Micro Devices, Inc., 7.0%, 7/1/24 $ 651,725
3,250,000(f) Advanced Micro Devices, Inc., 7.5%, 8/15/22 2,226,250
---------------
Total Semiconductors & Semiconductor Equipment $ 2,877,975
----------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.8%
Data Processing & Outsourced Services -- 0.3%
805,000(f) First Data Corp., 7.0%, 12/1/23 (144A) $ 813,050
----------------------------------------------------------------------------------------------------
Internet Software & Services -- 0.5%
1,500,000 Cimpress NV, 7.0%, 4/1/22 (144A) $ 1,485,000
---------------
Total Software & Services $ 2,298,050
----------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.4%
Communications Equipment -- 1.1%
2,400,000(f)(h) CommScope Holding Co., Inc., 6.625% (7.375% PIK
6.625% cash), 6/1/20 (144A) $ 2,460,000
645,000(f) CommScope Technologies Finance LLC, 6.0%,
6/15/25 (144A) 651,047
---------------
$ 3,111,047
----------------------------------------------------------------------------------------------------
Electronic Equipment & Instruments -- 0.3%
745,000(f) Zebra Technologies Corp., 7.25%, 10/15/22 $ 808,325
---------------
Total Technology Hardware & Equipment $ 3,919,372
----------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 7.7%
Integrated Telecommunication Services -- 5.6%
3,500,000(f) CenturyLink, Inc., 5.625%, 4/1/25 $ 3,132,500
2,890,000 Frontier Communications Corp., 7.125%, 1/15/23 2,557,650
1,400,000(f) Frontier Communications Corp., 7.625%, 4/15/24 1,242,500
1,330,000(f) Frontier Communications Corp., 11.0%,
9/15/25 (144A) 1,336,650
1,975,000(f) GCI, Inc., 6.75%, 6/1/21 2,014,500
1,725,000(f) GCI, Inc., 6.875%, 4/15/25 1,759,500
4,200,000(f) Windstream Corp., 7.5%, 6/1/22 3,223,500
---------------
$ 15,266,800
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 27
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 2.1%
1,085,000(f) Altice Financing SA, 6.625%, 2/15/23 (144A) $ 1,087,713
300,000(f) Altice Finco SA, 8.125%, 1/15/24 (144A) 297,000
3,080,000(f) Sprint Corp., 7.125%, 6/15/24 2,286,900
2,150,000(f) Sprint Corp., 7.25%, 9/15/21 1,642,062
400,000 Unison Ground Lease Funding LLC, 5.78%,
3/15/20 (144A) 388,644
---------------
$ 5,702,319
---------------
Total Telecommunication Services $ 20,969,119
----------------------------------------------------------------------------------------------------
TRANSPORTATION -- 4.2%
Air Freight & Logistics -- 0.4%
1,005,000(f) XPO Logistics, Inc., 7.875%, 9/1/19 (144A) $ 1,040,175
----------------------------------------------------------------------------------------------------
Airlines -- 1.2%
1,295,000 Gol LuxCo SA, 8.875%, 1/24/22 (144A) $ 440,300
360,000 Intrepid Aviation Group Holdings LLC / Intrepid
Finance Co., 6.875%, 2/15/19 (144A) 294,300
2,050,000 Intrepid Aviation Group Holdings LLC / Intrepid
Finance Co., 8.25%, 7/15/17 (144A) 1,906,500
600,000(f) United Continental Holdings, Inc., 6.375%, 6/1/18 630,000
---------------
$ 3,271,100
----------------------------------------------------------------------------------------------------
Marine -- 0.2%
1,025,000 Navios South American Logistics, Inc. / Navios Logistics
Finance US, Inc., 7.25%, 5/1/22 (144A) $ 661,125
----------------------------------------------------------------------------------------------------
Railroads -- 0.7%
928,404(h) AAF Holdings LLC / AAF Finance Co., 12.0% (12.75%
PIK 12.0% cash), 7/1/19 (144A) $ 807,711
1,520,000 Florida East Coast Holdings Corp., 9.75%,
5/1/20 (144A) 1,094,400
---------------
$ 1,902,111
----------------------------------------------------------------------------------------------------
Trucking -- 1.7%
4,175,000(f) Jack Cooper Holdings Corp., 9.25%, 6/1/20 (144A) $ 2,943,375
2,000,000(f) Syncreon Group BV / Syncreon Global Finance US, Inc.,
8.625%, 11/1/21 (144A) 1,585,000
---------------
$ 4,528,375
---------------
Total Transportation $ 11,402,886
----------------------------------------------------------------------------------------------------
UTILITIES -- 4.8%
Electric Utilities -- 1.3%
1,340,000 ContourGlobal Power Holdings SA, 7.125%,
6/1/19 (144A) $ 1,301,475
1,010,000(a)(f) Enel SpA, 8.75%, 9/24/73 (144A) 1,123,625
1,540,000 PPL Energy Supply LLC, 6.5%, 6/1/25 1,278,200
---------------
$ 3,703,300
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
Gas Utilities -- 0.1%
250,000 DCP Midstream Operating LP, 5.6%, 4/1/44 $ 183,989
----------------------------------------------------------------------------------------------------
Independent Power Producers &
Energy Traders -- 2.7%
3,200,000(f) NRG Energy, Inc., 6.25%, 5/1/24 $ 2,936,000
2,430,000(f) TerraForm Global Operating LLC, 9.75%,
8/15/22 (144A) 1,822,500
660,000(f) TerraForm Power Operating LLC, 5.875%,
2/1/23 (144A) 534,600
2,620,000(f) TerraForm Power Operating LLC, 6.125%,
6/15/25 (144A) 2,043,600
---------------
$ 7,336,700
----------------------------------------------------------------------------------------------------
Multi-Utilities -- 0.7%
1,919,824 Ormat Funding Corp., 8.25%, 12/30/20 $ 1,900,625
---------------
Total Utilities $ 13,124,614
----------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $366,454,844) $ 326,484,765
----------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES --
4.3% of Net Assets
CAPITAL GOODS -- 1.1%
Construction Machinery & Heavy Trucks -- 1.1%
2,625,000(f) Meritor, Inc., 7.875%, 3/1/26 $ 3,043,359
---------------
Total Capital Goods $ 3,043,359
----------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Coal & Consumable Fuels -- 0.0%+
1,905,000(d) Massey Energy Co., 3.25%, 8/1/16 $ 11,906
---------------
Total Energy $ 11,906
----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 1.6%
Health Care Equipment -- 1.6%
2,837,000(f)(i) Hologic, Inc., 2.0%, 12/15/37 $ 4,269,685
---------------
Total Health Care Equipment & Services $ 4,269,685
----------------------------------------------------------------------------------------------------
MATERIALS -- 1.2%
Diversified Chemicals -- 1.2%
4,000,000(l) Hercules, Inc., 6.5%, 6/30/29 $ 3,300,000
---------------
Total Materials $ 3,300,000
----------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.4%
Biotechnology -- 0.4%
1,400,000 Corsicanto, Ltd., 3.5%, 1/15/32 $ 1,115,625
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 1,115,625
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 29
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
----------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 0.0%+
Semiconductors -- 0.0%+
170,984(d)(h) LDK Solar Co., Ltd., 5.535% (5.535% PIK 0.000%
cash), 12/31/18 $ 25,648
42,000(d)(e) Suntech Power Holdings Co., Ltd., 3.0%, 3/15/13 21
---------------
Total Semiconductors & Semiconductor Equipment $ 25,669
----------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $10,987,676) $ 11,766,244
----------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATION -- 0.6% of
Net Assets
Russia -- 0.6%
1,310,800(i) Russian Government International Bond, 7.5%,
3/31/30 $ 1,599,928
----------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATION
(Cost $956,086) $ 1,599,928
----------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 0.1% of Net Assets
3,300,000(a) Non-Profit Preferred Funding Trust I, Series E, 0.0%,
9/15/37 (144A) $ 180,246
----------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED DEBT OBLIGATION
(Cost $3,293,922) $ 180,246
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Shares
----------------------------------------------------------------------------------------------------
COMMON STOCKS -- 0.9% of Net Assets
CAPITAL GOODS -- 0.3%
Building Products -- 0.3%
894(c)(e) Panolam Holdings Co. $ 770,628
----------------------------------------------------------------------------------------------------
Industrial Machinery -- 0.0%+
33,171(c)(e) Liberty Tire Recycling LLC $ 332
---------------
Total Capital Goods $ 770,960
----------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Oil & Gas Exploration & Production -- 0.0%+
55,000(e) PetroQuest Energy, Inc. $ 33,325
---------------
Total Energy $ 33,325
----------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.0%+
Health Care Technology -- 0.0%+
13,549(c)(e) Medical Card Systems, Inc. $ 135
---------------
Total Health Care Equipment & Services $ 135
----------------------------------------------------------------------------------------------------
INSURANCE -- 0.0%+
Insurance Brokers -- 0.0%+
GBP 1,625(c)(e) Towergate Finance Plc $ 23
---------------
Total Insurance $ 23
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/16
----------------------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------------------
RETAILING -- 0.1%
Computer & Electronics Retail -- 0.1%
68,241(c)(e) Targus Cayman SubCo., Ltd. $ 238,843
---------------
Total Retailing $ 238,843
----------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 0.0%+
Semiconductors -- 0.0%+
11,342(e) LDK Solar Co., Ltd. (A.D.R.) $ 442
---------------
Total Semiconductors & Semiconductor Equipment $ 442
----------------------------------------------------------------------------------------------------
TRANSPORTATION -- 0.5%
Air Freight & Logistics -- 0.5%
3,266(e) CEVA Holdings LLC $ 1,306,296
---------------
Total Transportation $ 1,306,296
----------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $3,870,246) $ 2,350,024
----------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS -- 1.1% of
Net Assets
DIVERSIFIED FINANCIALS -- 0.8%
Other Diversified Financial Services -- 0.8%
1,880(g) Bank of America Corp., 7.25% $ 2,139,440
---------------
Total Diversified Financials $ 2,139,440
----------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Oil & Gas Exploration & Production -- 0.0%+
1,100(g) Halcon Resources Corp., 5.75% $ 34,650
---------------
Total Energy $ 34,650
----------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 0.3%
Pharmaceuticals -- 0.3%
1,000 Teva Pharmaceutical Industries, Ltd., 7.0%, 12/15/18 $ 883,940
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 883,940
----------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $3,164,242) $ 3,058,030
----------------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 3.1% of Net Assets
BANKS -- 1.2%
Diversified Banks -- 1.2%
3,000(a)(g) AgStar Financial Services ACA, 6.75% (144A) $ 3,331,688
---------------
Total Banks $ 3,331,688
----------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.2%
Other Diversified Financial Services -- 1.2%
132,750(a) GMAC Capital Trust I, 6.402%, 2/15/40 $ 3,253,702
---------------
Total Diversified Financials $ 3,253,702
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 31
Schedule of Investments | 3/31/16 (continued)
----------------------------------------------------------------------------------------------------
Shares Value
----------------------------------------------------------------------------------------------------
INSURANCE -- 0.7%
Insurance Brokers -- 0.7%
GBP 1,548,867(c)(e) Towergate Finance Plc, Class B $ 1,848,249
----------------------------------------------------------------------------------------------------
Reinsurance -- 0.0%+
8,500(e)(j) Lorenz Re, Ltd. (Aon Benefield Securities, Inc.),
Variable Rate Notes $ 21,250
---------------
Total Insurance $ 1,869,499
----------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $8,622,492) $ 8,454,889
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Principal
Amount
USD ($)
----------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS -- 2.0% of
Net Assets
COMMERCIAL PAPER -- 0.5%
1,000,000 BNP Paribas SA, 0.24%, 4/1/16 $ 999,991
480,000 Prudential Funding LLC, 0.28%, 4/1/16 479,996
---------------
$ 1,479,987
----------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT -- 1.5%
4,000,000 $4,000,000 ScotiaBank, 0.32%, dated 3/31/16,
plus accrued interest on 4/1/16 collateralized
by the following:
$2,285,064 Federal National Mortgage Association,
3.5%-4.0%, 12/1/40-3/1/46, $784,622 Federal
National Mortgage Association (ARM), 2.794%,
4/1/42, $1,010,350 Freddie Mac Giant, 3%, 2/1/27. $ 4,000,000
----------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $5,480,000) $ 5,479,987
----------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 140.8%
(Cost -- $429,035,668) (m)(n) $ 382,716,483
----------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (40.8)% $ (110,816,648)
----------------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 271,899,835
====================================================================================================
REIT Real Estate Investment Trust.
(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, 2016, the value of these securities
amounted to $176,400,861, or 64.9% of total net assets applicable to
common shareowners.
(Cat Bond) Catastrophe or Event-linked bond. At March 31, 2016, the value of
these securities amounted to $6,102,710, or 2.2% of total net assets
applicable to common shareowners. See Notes to Financial Statements
-- Note F.
+ Amount rounds to less than 0.1%.
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/16
* Senior secured floating rate loan interests in which the Trust
invests generally pay interest at rates that are periodically
redetermined by reference to a base lending rate plus a premium.
These base lending rates are generally (j) 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 rate of a certificate of deposit or
(iv) other base lending rates used by commercial lenders. The
interest rate shown is the rate accruing at March 31, 2016.
(a) The interest rate is subject to change periodically. The interest
rate shown is the rate at March 31, 2016.
(b) Floating rate note. The rate shown is the coupon rate at March 31,
2016.
(c) Security is valued using fair value methods (other than prices
supplied by independent pricing services).
(d) Security is in default.
(e) Non-income producing.
(f) Denotes securities pledged and segregated as collateral for the
margin-loan financing agreement.
(g) Security is perpetual in nature and has no stated maturity date.
(h) Payment in Kind (PIK) security which may pay interest in the form of
additional principal amount.
(i) 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, 2016.
(j) Structured reinsurance investment. At March 31, 2016, the value of
these securities amounted to $11,739,690 or 4.3% of total net assets
applicable to common shareowners.
(k) Rate to be determined.
(l) Security is priced as a unit.
(m) At March 31, 2016, the net unrealized depreciation on investments
based on cost for federal tax purposes of $430,537,489 was as
follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $ 16,608,030
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (64,429,036)
---------------
Net unrealized depreciation $ (47,821,006)
===============
For financial reporting purposes net unrealized depreciation on investments was
$46,319,185 and cost of investments aggregated $429,035,668.
(n) Distributions of Investments by country of issue, as a percentage of
long-term holdings based on country of domicile, is as follows:
United States 76.8%
Canada 4.5
Luxembourg 4.4
Bermuda 3.4
Netherlands 3.2
Other (individually less than 1%) 7.7
-----
100.0%
=====
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 33
Schedule of Investments | 3/31/16 (continued)
Purchases and sales of securities (excluding temporary cash investments) for the
year ended March 31, 2016 were as follows:
--------------------------------------------------------------------------------------------------------
Purchases Sales
--------------------------------------------------------------------------------------------------------
Long-Term U.S. Government $ - $ 5,560,254
Other Long-Term Securities $104,035,815 $125,945,543
Glossary of Terms:
(A.D.R.) American Depositary Receipt
Principal amounts are denominated in U.S. dollars unless otherwise noted.
EUR - Euro
GBP - Great British Pound
CREDIT DEFAULT SWAP AGREEMENTS -- SELL PROTECTION
--------------------------------------------------------------------------------------------------------
Obligation Net
Notional Entity/ Credit Expiration Premiums Unrealized
Principal ($)(1) Counterparty Index Coupon Rating(2) Date (Received) Appreciation
--------------------------------------------------------------------------------------------------------
2,000,000 JPMorgan Goodyear 5.00% BB 12/20/17 $(65,000) $229,182
Chase Tire &
Bank NA Rubber Co.
========================================================================================================
(1) The notional amount is the maximum amount that a seller of credit
protection would be obligated to pay upon occurrence of a credit event.
(2) Based on Standard & Poor's rating of the issuer or weighted average of all
the underlying securities of the index.
CENTRALLY CLEARED INTEREST RATE SWAP AGREEMENTS
--------------------------------------------------------------------------------------------------------
Annual Net
Notional Pay/ Floating Fixed Expiration Premiums Unrealized
Principal ($) Exchange Receive Rate Rate Date Paid Depreciation
--------------------------------------------------------------------------------------------------------
22,500,000 Chicago Receive LIBOR USD 1.593% 11/9/20 $101 $(580,501)
Mercantile 3 Month
Exchange
========================================================================================================
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels below.
Level 1 -- quoted prices in active markets for identical securities.
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risks, etc.). See Notes to Financial Statements -- Note 1A.
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments). See Notes
to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/16
The following is a summary of the inputs used as of March 31, 2016, in valuing
the Trust's investments.
-----------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-----------------------------------------------------------------------------------------------
Asset Backed Securities $ -- $ 1,117,977 $ -- $ 1,117,977
Collateralized Mortgage
Obligations -- 6,291,139 -- 6,291,139
Senior Secured Floating
Rate Loan Interests
Health Care Equipment
& Services
Health Care
Technology -- -- 853,713 853,713
Retailing
Computer & Electronics
Retail -- -- 272,963 272,963
All Other Senior Secured
Floating Rate
Loan Interests -- 14,806,578 -- 14,806,578
Corporate Bonds & Notes
Capital Goods
Industrial Machinery -- 6,781,050 544,547 7,325,597
Insurance
Property & Casualty
Insurance -- 6,933,932 2,096,179 9,030,111
Reinsurance -- 5,502,710 12,318,440 17,821,150
All Other Corporate
Bonds & Notes -- 292,307,907 -- 292,307,907
Convertible Bonds & Notes -- 11,766,244 -- 11,766,244
Sovereign Debt Obligation -- 1,599,928 -- 1,599,928
Municipal Collateralized
Debt Obligation -- 180,246 -- 180,246
Common Stocks
Capital Goods
Building Products -- -- 770,628 770,628
Industrial Machinery -- -- 332 332
Health Care Equipment &
Services
Health Care Technology -- -- 135 135
Insurance
Insurance Brokers -- -- 23 23
Retailing
Computer & Electronics Retail -- -- 238,843 238,843
Transportation
Air Freight & Logistics -- 1,306,296 -- 1,306,296
All Other Common Stocks 33,767 -- -- 33,767
Convertible Preferred Stocks
Energy
Oil & Gas Exploration
& Production -- 34,650 -- 34,650
All Other Convertible
Preferred Stocks 3,023,380 -- -- 3,023,380
Preferred Stocks
Banks
Diversified Banks -- 3,331,688 -- 3,331,688
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 35
Schedule of Investments | 3/31/16 (continued)
-----------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-----------------------------------------------------------------------------------------------
Insurance
Insurance Brokers $ -- $ -- $ 1,848,249 $ 1,848,249
Reinsurance -- -- 21,250 21,250
All Other Preferred Stock 3,253,702 -- -- 3,253,702
Commercial Papers -- 1,479,987 -- 1,479,987
Repurchase Agreement -- 4,000,000 -- 4,000,000
-----------------------------------------------------------------------------------------------
Total Investments in
Securities $ 6,310,849 $ 357,440,332 $ 18,965,302 $ 382,716,483
===============================================================================================
Other Financial Instruments
Unrealized appreciation
on credit default
swap contracts $ -- $ 229,182 $ -- $ 229,182
Unrealized appreciation
on forward foreign
currency contracts -- 123,993 -- 123,993
Unrealized depreciation
on interest rate
swap contracts -- (580,501) -- (580,501)
Unrealized depreciation
on forward foreign
currency contracts -- (306,973) -- (306,973)
-----------------------------------------------------------------------------------------------
Total Other Financial
Instruments $ -- $ (534,299) $ -- $ (534,299)
===============================================================================================
The following is a summary of the fair valuation of certain of the Trust's
assets and liabilities as of March 31, 2016:
-----------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-----------------------------------------------------------------------------------------------
Assets:
Foreign currencies, at value $ -- $ 1,842,651 $ -- $ 1,842,651
Restricted cash -- 129,424 -- 129,424
Liabilities:
Margin loan financing -- (125,000,000) -- (125,000,000)
Variation margin for
centrally cleared
swap contracts -- (36,691) -- (36,691)
-----------------------------------------------------------------------------------------------
Total $ -- $ (123,064,616) $ -- $(123,064,616)
===============================================================================================
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/16
The following is a reconciliation of assets valued using significant
unobservable inputs (Level 3):
------------------------------------------------------------------------------------------------------------------------------------
Change in Transfers Transfers
Balance Realized unrealized Accrued in and out in and Balance
as of gain appreciation discounts/ of Level 3 out of as of
3/31/15 (loss)(1) (depreciation)(2) Purchases Sales premiums categories Level 3* 3/31/16
------------------------------------------------------------------------------------------------------------------------------------
Senior Secured
Floating Rate
Loan Interests
Health Care
Equipment &
Services
Health Care
Technology $ -- $ -- $ (298,451) $1,139,460 $ -- $ 12,704 $ -- $ -- $ 853,713
Retailing
Computer &
Electronics Retail -- -- -- 272,963 -- -- -- -- 272,963
Corporate Bonds
& Notes
Capital Goods
Industrial
Machinery 772,590 15,368 (139,620) 70,874 (184,000) 9,335 -- -- 544,547
Diversified
Financials
Other Diversified
Financial
Services 2,204,347 -- -- -- -- -- (2,204,347) -- --
Insurance
Property
& Casualty
Insurance -- -- (108,168) -- -- -- 2,204,347 -- 2,096,179
Reinsurance 14,993,846 (88,064) (6,388) 11,800,776 (15,608,660) 111,025 1,115,905 -- 12,318,440
Convertible Bonds
& Notes
Semiconductors &
Semiconductor
Equipment
Semiconductors --** -- -- -- -- -- --** -- --
Common Stocks
Capital Goods
Building Products 657,984 -- 112,644 -- -- -- -- -- 770,628
Industrial
Machinery 332 -- -- -- -- -- -- -- 332
Insurance
Insurance Brokers -- -- (363) 386 -- -- -- -- 23
Health Care
Equipment
& Services
Health Care
Technology -- -- -- 135 -- -- -- -- 135
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 37
Schedule of Investments | 3/31/16 (continued)
------------------------------------------------------------------------------------------------------------------------------------
Change in Transfers Transfers
Balance Realized unrealized Accrued in and out in and Balance
as of gain appreciation discounts/ of Level 3 out of as of
3/31/15 (loss)(1) (depreciation)(2) Purchases Sales premiums categories Level 3* 3/31/16
------------------------------------------------------------------------------------------------------------------------------------
Retailing
Computer &
Electronics
Retail $ -- $ -- $ -- $ 238,843 $ -- $ -- $ -- $ -- $ 238,843
Preferred Stocks
Insurance
Insurance Brokers -- -- (451,818) 2,300,067 -- -- -- -- 1,848,249
Reinsurance 2,185,205 -- (198,050) -- (850,000) -- (1,115,905) -- 21,250
------------------------------------------------------------------------------------------------------------------------------------
Total $20,814,304 $(72,696) $ (1,090,214) $15,823,504 $(16,642,660) $ 133,064 $ -- $ -- $18,965,302
====================================================================================================================================
(1) Realized gain (loss) on these securities is included in the realized gain
(loss) from investments in the Statement of Operations.
(2) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized appreciation (depreciation) from investments in
the Statement of Operations.
* Transfers are calculated on the beginning of period value. For the year
ended March 31, 2016, there were no transfers between Levels 1 and 2.
Securities with an aggregate market value of $0 transferred from Level 3 to
Level 2 as there were observable inputs available to determine their value.
** Includes securities that are fair valued at $0.
Net change in unrealized depreciation of Level 3 investments still held and
considered Level 3 at March 31, 2016: $(772,877).
The following table presents additional information about valuation techniques
and inputs used for investments categorized as Level 3 at March 31, 2016. These
amounts exclude valuations provided by a broker.
--------------------------------------------------------------------------------------
Fair Value Valuation Unobservable Value/
Asset Type 3/31/16 Technique (s) Input Range
--------------------------------------------------------------------------------------
Term Loans $1,126,676 Market EBITDA
Comparables Multiples(1) 4X - 5X
--------------------------------------------------------------------------------------
Corporate Bonds $2,640,726 Market EBITDA
Comparables Multiples(1) 5.5X - 6X
Yield Premium(2) 1.05%
--------------------------------------------------------------------------------------
Common Stocks $1,009,962 Market EBITDA
Comparables Multiples(1) 4X - 6X
--------------------------------------------------------------------------------------
Preferred Stocks $1,848,249 Market EBITDA
Comparables Multiples(1) 5.5X - 6X
--------------------------------------------------------------------------------------
(1) An increase in this unobservable input would result in a higher fair value
measurement, while a decrease would result in a lower fair value
measurement.
(2) An increase in this unobservable input would result in a lower fair value
measurement, while a decrease would result in a higher fair value
measurement.
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Annual Report | 3/31/16
Statement of Assets and Liabilities | 3/31/16
ASSETS:
Investments in securities, at value (cost $429,035,668) $382,716,483
Cash 287,151
Foreign currencies, at value (cost $1,790,302) 1,842,651
Restricted cash* 129,424
Receivables --
Investment securities sold 3,879,275
Interest 9,975,693
Dividends 34,075
Unrealized appreciation on swap contracts 229,182
Unrealized appreciation on forward foreign currency contracts 123,993
Reinvestment of distributions 228,845
--------------------------------------------------------------------------------------
Total assets $399,446,772
--------------------------------------------------------------------------------------
LIABILITIES:
Credit default swaps, premiums received $ 64,899
Payables --
Margin loan financing 125,000,000
Investment securities purchased 1,584,791
Trustees' fees 873
Administration fee 7,716
Interest expense 256,318
Variation margin for centrally cleared swap contracts 36,691
Unrealized depreciation on forward foreign currency contracts 306,973
Due to affiliates 174,076
Accrued expenses 114,600
--------------------------------------------------------------------------------------
Total liabilities $127,546,937
--------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $414,903,601
Distributions in excess of net investment income (2,228,324)
Accumulated net realized loss on investments, swap contacts, and
foreign currency transactions (93,972,174)
Net unrealized depreciation on investments (46,319,185)
Net unrealized depreciation on swap contracts (351,319)
Net unrealized depreciation on forward foreign currency contracts and
other assets and liabilities denominated in foreign currencies (132,764)
--------------------------------------------------------------------------------------
Net assets applicable to shareowners $271,899,835
======================================================================================
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $271,899,835 / 29,113,714 shares $ 9.34
======================================================================================
* Represents restricted cash deposited at the custodian and/or counterparty
for derivative contracts.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 39
Statement of Operations
For the Year Ended 3/31/16
INVESTMENT INCOME:
Interest $ 38,816,152
Dividends (net of foreign taxes withheld $5,292) 827,259
Loan facility and other income 154,537
--------------------------------------------------------------------------------------------
Total investment income $ 39,797,948
--------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,720,522
Administrative expense 115,611
Transfer agent fees 16,716
Shareholder communications expense 45,512
Custodian fees 33,838
Professional fees 162,512
Printing expenses 14,962
Trustees' fees 17,533
Pricing fees 25,700
Interest expense 1,938,750
Miscellaneous 54,734
--------------------------------------------------------------------------------------------
Total expenses $ 5,146,390
--------------------------------------------------------------------------------------------
Net investment income $ 34,651,558
--------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
SWAP CONTRACTS, AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments $ (31,527,047)
Swap contracts 121,354
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies 705,783 $ (30,699,910)
--------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments $ (37,770,073)
Swap contracts (645,431)
Forward foreign currency contracts and other assets and
liabilities denominated in foreign currencies (809,684) $ (39,225,188)
--------------------------------------------------------------------------------------------
Net realized and unrealized loss on investments, swap
contracts, and foreign currency transactions $ (69,925,098)
--------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $ (35,273,540)
============================================================================================
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Annual Report | 3/31/16
Statements of Changes in Net Assets
--------------------------------------------------------------------------------------------
Year Year
Ended Ended
3/31/16 3/31/15
--------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 34,651,558 $ 39,057,991
Net realized gain (loss) on investments, swap contracts, and
foreign currency transactions (30,699,910) (17,689,876)
Change in net unrealized appreciation (depreciation) on
investments, swap contracts, and foreign
currency transactions (39,225,188) (42,018,226)
--------------------------------------------------------------------------------------------
Net decrease in net assets resulting from operations $ (35,273,540) $ (20,650,111)
--------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income and previously undistributed net
investment income ($1.34 and $1.61 per share,
respectively) $ (38,877,766) $ (46,212,245)
--------------------------------------------------------------------------------------------
Total distributions to common shareowners $ (38,877,766) $ (46,212,245)
--------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 1,702,118 $ 4,327,840
--------------------------------------------------------------------------------------------
Net increase in net assets
from Trust share transactions $ 1,702,118 $ 4,327,840
--------------------------------------------------------------------------------------------
Net decrease in net assets $ (72,449,188) $ (62,534,516)
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 344,349,023 406,883,539
--------------------------------------------------------------------------------------------
End of year $ 271,899,835 $ 344,349,023
--------------------------------------------------------------------------------------------
Undistributed (distributions in excess of) net investment
income $ (2,228,324) $ 1,072,032
============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 41
Statement of Cash Flows
For the Year Ended 3/31/16
Cash Flows From Operating Activities:
Net decrease in net assets resulting from operations $ (35,273,540)
-------------------------------------------------------------------------------------------------
Adjustments to reconcile net decrease in net assets resulting from operations to
net cash and foreign currencies from operating activities:
Purchases of investment securities $ (122,353,945)
Proceeds from disposition and maturity of investment securities 155,040,642
Net purchases of temporary cash investments (4,200,000)
Net accretion and amortization of discount/premium on investment securities (2,763,661)
Change in unrealized depreciation on investments 37,770,073
Change in unrealized depreciation on OTC swap contracts 64,930
Change in unrealized depreciation on forward foreign currency contracts and
foreign currency 821,836
Net realized loss on investments 31,527,047
Net premiums paid on swap contracts (101)
Increase in restricted cash (129,424)
Decrease in swap collateral (200,000)
Increase in interest receivable (109,353)
Decrease in dividends receivable 8,574
Decrease in reinvestment of distributions 87,188
Decrease in due to affiliates (60,490)
Increase in trustees' fees payable 866
Increase in administration fees payable 7,716
Increase in accrued expenses payable 50,022
Increase in interest expense payable 141,817
Increase in variation margin for centrally cleared swap contracts 36,691
-------------------------------------------------------------------------------------------------
Net cash and foreign currencies from operating activities $ 60,466,888
-------------------------------------------------------------------------------------------------
Cash Flows Used in Financing Activities:
Decrease in due to custodian $ (1,342,414)
Payments on borrowings (26,000,000)
Distributions to shareowners (38,877,766)
Reinvestment of distributions 1,702,118
-------------------------------------------------------------------------------------------------
Net cash and foreign currencies used in financing activities $ (64,518,062)
-------------------------------------------------------------------------------------------------
Effect of Foreign Exchange Fluctuations on Cash:
Effect of foreign exchange fluctuations on cash $ 926,125
-------------------------------------------------------------------------------------------------
Cash and Foreign Currencies:
Beginning of the year $ 5,254,851
-------------------------------------------------------------------------------------------------
End of the year $ 2,129,802
-------------------------------------------------------------------------------------------------
Cash Flow Information:
Cash paid for interest $ 1,796,933
=================================================================================================
The accompanying notes are an integral part of these financial statements.
42 Pioneer High Income Trust | Annual Report | 3/31/16
Financial Highlights
--------------------------------------------------------------------------------------------------------------------------------
Year
Year Year Year Year Ended
Ended Ended Ended Ended 3/31/12
3/31/16 3/31/15 3/31/14 3/31/13 (Consolidated)
--------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of period $ 11.89 $ 14.19 $ 14.23 $ 13.45 $ 14.33
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 1.19 $ 1.36 $ 1.50 $ 1.74 $ 1.70
Net realized and unrealized gain (loss) on investments,
swap contracts, and foreign currency transactions (2.40) (2.05) 0.12 0.70 (0.92)
--------------------------------------------------------------------------------------------------------------------------------
Distributions to preferred shareowners from:
Net investment income $ -- $ -- $ (0.01) $ (0.01) $ (0.01)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (1.21) $ (0.69) $ 1.61 $ 2.43 $ 0.77
--------------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income and previously undistributed net
investment income $ (1.34)* $ (1.61)* $ (1.65)* $ (1.65) $ (1.65)
--------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.55) $ (2.30) $ (0.04) $ 0.78 $ (0.88)
--------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period (b) $ 9.34 $ 11.89 $ 14.19 $ 14.23 $ 13.45
--------------------------------------------------------------------------------------------------------------------------------
Market value, end of period (b) $ 10.04 $ 12.87 $ 17.83 $ 16.97 $ 16.66
================================================================================================================================
Total return at market value (c) (11.37)% (20.28)% 16.24% 12.65% 11.53%
Ratios to average net assets of common shareowners:
Total expenses plus interest expense (d)(e) 1.67% 1.33% 1.04% 1.08% 1.05%
Net investment income before preferred share
distributions 11.23% 10.30% 10.70% 13.03% 12.66%
Preferred share distributions --% --% 0.04% 0.06% 0.05%
Net investment income available to common shareowners 11.23% 10.30% 10.66% 12.97% 12.61%
Portfolio turnover 24% 37% 30% 27% 24%
Net assets of common shareowners,
end of period (in thousands) $ 271,900 $ 344,349 $406,884 $ 404,498 $ 379,518
================================================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/16 43
Financial Highlights (continued)
--------------------------------------------------------------------------------------------------------------------------------
Year
Year Year Year Year Ended
Ended Ended Ended Ended 3/31/12
3/31/16 3/31/15 3/31/14 3/31/13 (Consolidated)
--------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) $ -- $ -- $ --(f) $ 151,000 $ 151,000
Asset coverage per preferred share, end of period $ -- $ -- $ --(f) $ 91,971 $ 87,835
Average market value per preferred share (g) $ -- $ -- $ --(f) $ 25,000 $ 25,000
Liquidation value, including dividends payable,
per preferred share $ -- $ -- $ --(f) $ 25,001 $ 25,001
Total amount of debt outstanding (in thousands) $ 125,000 $ 151,000 $151,000 $ -- $ --
Asset coverage per indebtedness (in thousands) $ 3,175 $ 3,280 $ 3,419 $ -- $ --
================================================================================================================================
* The amount of distributions made to shareowners during the period were in
excess of the net investment income earned by the Trust during the period.
The Trust has accumulated undistributed net investment income which is
part of the Trust's NAV. A portion of the accumulated net investment income
was distributed to shareowners during the period. A decrease in
distributions may have a negative effect on the market value of the Trust's
shares.
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and
Saturday.
(c) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and
distributions, if any, are assumed for purposes of this calculation to be
reinvested at prices obtained under the Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(d) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(e) Includes interest expense of 0.63%, 0.38%, 0.02%, 0.0%, and 0.0%,
respectively.
(f) Preferred shares were redeemed during the period.
(g) Market value is redemption value without an active market.
The accompanying notes are an integral part of these financial statements.
44 Pioneer High Income Trust | Annual Report | 3/31/16
Notes to Financial Statements | 3/31/16
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the Trust) was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002, the
Trust had no operations other than matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended. The investment objective of the
Trust is to seek a high level of current income and the Trust may, as a
secondary objective, also seek capital appreciation to the extent that it is
consistent with its investment objective.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gain or loss on investments during the reporting
period. 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:
A. Security Valuation
The net asset value of the Trust is computed once daily, on each day the
New York Stock Exchange (NYSE) is open, as of the close of regular trading
on the NYSE.
Fixed income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market
events, quotations from one or more brokers, Treasury spreads, yields,
maturities and ratings, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the
basis of current market prices for other debt securities, historical
trading patterns in the market for fixed income securities and/or other
factors. Valuations may be supplemented by dealers and other sources, as
required. Non-U.S. debt securities that are listed on an exchange will be
valued at the bid price obtained from an independent third party pricing
service.
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, an independent third party pricing service. If price
information is not available from Loan Pricing Corporation, or if the price
information is
Pioneer High Income Trust | Annual Report | 3/31/16 45
deemed to be unreliable, price information will be obtained from an
alternative loan interest pricing service. If no reliable price quotes are
available from either the primary or alternative pricing service, broker
quotes will be solicited.
Event-linked bonds or catastrophe bonds are valued at the bid price
obtained from an independent third party pricing service. Other insurance
linked securities (including sidecars, collateralized reinsurance and
industry loss warranties) may be valued at the bid price obtained from an
independent pricing service, or through a third party using a pricing
matrix, insurance industry valuation models, or other fair value methods or
techniques to provide an estimated value of the instrument.
Equity securities that have traded on an exchange are valued by using the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued using the mean
between the last bid and asked prices or, if both last bid and asked prices
are not available, at the last quoted bid price. Last sale and bid and
asked prices are provided by independent third party pricing services. In
the case of equity securities not traded on an exchange, prices are
typically determined by independent third party pricing services using a
variety of techniques and methods.
Foreign securities are valued in U.S. dollars based on foreign currency
exchange rate quotations supplied by a third party pricing service. Trading
in non-U.S. equity 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 use a fair value model developed by an
independent pricing service to value non-U.S. equity securities.
Swap contracts, including interest rate swaps, caps and floors (other than
centrally cleared swap contracts) are valued at the dealer quotations
obtained from reputable International Swap Dealer association members.
Centrally cleared swaps are valued at the daily settlement price provided
by the central clearing counterparty.
Forward foreign currency exchange contracts are valued daily using the
foreign exchange rate or, for longer term forward contract positions, the
spot currency rate, in each case provided by a third party pricing service.
Contracts whose forward settlement date falls between two quoted days are
valued by interpolation.
46 Pioneer High Income Trust | Annual Report | 3/31/16
Shares of open-end registered investment companies (including money market
mutual funds) are valued at such funds' net asset value. Repurchase
agreements are valued at par. Cash may include overnight time deposits at
approved financial institutions.
Securities or loan interests for which independent pricing services are
unable to supply prices or for which market prices and/or quotations are
not readily available or are considered to be unreliable are valued by a
fair valuation team comprised of certain personnel of Pioneer Investment
Management, Inc. (PIM), the Trust's investment adviser, pursuant to
procedures adopted by the Board of Trustees. PIM's fair valuation team uses
fair value methods approved by the Valuation Committee of the Board of
Trustees. PIM's fair valuation team is responsible for monitoring
developments that may impact fair valued securities and for discussing and
assessing fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Trust may use fair value
methods if it is determined that a significant event has occurred after the
close of the exchange or market on which the security trades and prior to
the determination of the Trust's net asset value. Examples of a significant
event might include political or economic news, corporate restructurings,
natural disasters, terrorist activity or trading halts. Thus, the valuation
of the Trust's securities may differ significantly from exchange prices and
such differences could be material.
At March 31, 2016, eleven securities were valued using fair value methods
(in addition to securities valued using prices supplied by independent
pricing services or broker-dealers) representing 2.44% of net assets. The
value of these fair valued securities are $6,625,612.
B. Investment Income and Transactions
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. Interest income, including
interest on income bearing cash accounts, is recorded on an accrual basis,
net of unrecoverable foreign taxes withheld at the applicable country
rates.
Discounts and premiums on purchase prices of debt securities are accreted
or amortized, respectively, daily, into interest income on an effective
yield to maturity basis with a corresponding increase or decrease in the
cost basis of the security. Premiums and discounts related to certain
mortgage-backed securities are amortized or accreted in proportion to the
monthly paydowns.
Pioneer High Income Trust | Annual Report | 3/31/16 47
Security transactions are recorded as of trade date. Gains and losses on
sales of investments are calculated on the identified cost method for both
financial reporting and federal income tax purposes.
C. Foreign Currency Translation
The books and records of the Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on foreign
currency contracts, disposition of foreign currencies and the difference
between the amount of income accrued and the U.S. dollars actually
received. Further, the effects of changes in foreign currency exchange
rates on investments are not segregated in the Statement of Operations from
the effects of changes in the market price of those securities but are
included with the net realized and unrealized gain or loss on investments.
D. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts (contracts) for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. All contracts are marked to market daily at the applicable
exchange rates, and any resulting unrealized appreciation or depreciation
are recorded in the Trust's financial statements. The Trust records
realized gains and losses at the time a contract 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).
E. 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 net taxable income and net realized capital gains, if any, to
its shareowners. Therefore, no federal income tax provision is required. As
of March 31, 2016, the Trust did not accrue any interest or penalties with
respect to uncertain tax positions, which if applicable, would be recorded
as an income tax expense in the Statement of Operations. Tax returns filed
within the prior three years remain subject to examination by federal and
state tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
48 Pioneer High Income Trust | Annual Report | 3/31/16
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement and tax purposes.
Capital accounts within the financial statements are adjusted for permanent
book/tax differences to reflect tax character, but are not adjusted for
temporary differences.
At March 31, 2016, the Trust reclassified $610,570 to decrease paid in
capital, $925,852 to decrease distributions in excess of net investment
income and $315,282 to increase accumulated net realized loss on
investments to reflect permanent book/tax differences. These adjustments
have no impact on the net assets or results of operations.
At March 31, 2016, the Trust was permitted to carry forward $7,059,380 of
short-term capital losses and $20,887,161 of long-term capital losses
without limitation. Additionally, at March 31, 2016, the Trust had a net
capital loss carry forward of $44,356,204 of which the following amounts
will expire between 2016 and 2019 if not utilized: $42,238,794 in 2018, and
$2,177,410 in 2019. Since unlimited losses are required to be used first,
loss carry forwards that are subject to expiration may be more likely to
expire unused.
The Trust has elected to defer $1,313,408 of short-term capital losses and
$21,012,015 of long-term capital losses recognized between October 1, 2015
and March 31, 2016 to its fiscal year ending March 31, 2017.
The tax character of distributions paid to shareowners during the years
ended March 31, 2016 and March 31, 2015 were as follows:
---------------------------------------------------------------------------
2016 2015
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $38,877,766 $46,212,245
---------------------------------------------------------------------------
Total $38,877,766 $46,212,245
===========================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2016:
---------------------------------------------------------------------------
2016
---------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 1,367,650
Capital loss carryforward (72,302,745)
Last year loss deferrals (22,325,423)
Other book/tax temporary differences (2,939,980)
Unrealized depreciation (46,803,268)
---------------------------------------------------------------------------
Total $(143,003,766)
===========================================================================
Pioneer High Income Trust | Annual Report | 3/31/16 49
The difference between book-basis and tax-basis unrealized depreciation is
primarily attributable to the realization for tax purposes of unrealized
gains on investments in passive foreign investment companies, the book/tax
differences in the accrual of income on securities in default, the
difference between book and tax amortization methods and discounts on fixed
income securities and book/tax temporary differences.
F. Insurance Linked Securities (ILS)
The Trust invests in event-linked bonds. Event-linked bonds are floating
rate debt obligations for which the return of principal and the payment of
interest are contingent on the non-occurrence of a pre-defined "trigger"
event, such as a hurricane or an earthquake of a specific magnitude. The
trigger event's magnitude may be based on losses to a company or industry,
industry indexes or readings of scientific instruments, or may be based on
specified actual losses. If a trigger event, as defined within the terms of
an event-linked bond occurs, the Trust may lose a portion or all of its
accrued interest and/or principal invested in such event-linked bond. The
Trust is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument. In addition to the specified trigger events, event-linked bonds
may expose the Trust to other risks, including but not limited to issuer
(credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences.
The Trust's investments in ILS may include special purpose vehicles
("SPVs") or similar instruments structured to comprise a portion of a
reinsurer's catastrophe-oriented business, known as quota share instruments
(sometimes referred to as reinsurance sidecars), or to provide reinsurance
relating to specific risks to insurance or reinsurance companies through a
collateralized instrument, known as collateralized reinsurance. Structured
reinsurance investments, which also may include industry loss warranties
("ILWs"). A traditional ILW takes the form of a bilateral reinsurance
contract, but there are also products that take the form of derivatives,
collateralized structures, or exchange traded instruments.
Structured reinsurance investments, including quota share instruments,
collateralized reinsurance investments and ILW's generally are subject to
the same risks as event-linked bonds. In addition, where the instruments
are based on the performance of underlying reinsurance contracts, the Trust
has limited transparency into the individual underlying contracts and
therefore must rely upon the risk assessment and sound underwriting
practices of the issuer. Accordingly, it may be more difficult for PIM to
fully evaluate the underlying risk profile of the Trust's structured
reinsurance investments and therefore the Trust's assets are placed at
greater risk of loss than if PIM had more complete information. Structured
reinsurance instruments generally
50 Pioneer High Income Trust | Annual Report | 3/31/16
will be considered illiquid securities by the Trust. These securities may
be difficult to purchase, sell or unwind. Illiquid securities also may be
difficult to value. If the Trust is forced to sell an illiquid asset, the
Trust may be forced to sell at a loss.
G. Risks
Information regarding the Trust's principal risks is contained in the
Trust's original offering prospectus, with additional information included
in the Trust's shareowner reports issued from time to time. Please refer to
those documents when considering the Trust's principal risks. At times, the
Trust's investments may represent industries or industry sectors that are
interrelated or have common risks, making the Trust more susceptible to any
economic, political, or regulatory developments or other risks affecting
those industries and sectors.
The Trust invests in below investment grade (high yield) debt securities,
floating rate loans and event-linked bonds sometimes referred to as
"catastrophe" bonds or "insurance-linked" bonds. The Trust may invest in
securities and other obligations of any credit quality, including those
that are rated below investment grade, or are unrated but are determined by
the investment adviser to be of equivalent credit quality. 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. Below investment grade securities, including
floating rate loans, involve greater risk of loss, are subject to greater
price volatility, and are less liquid and more difficult to value,
especially during periods of economic uncertainty or change, than higher
rated debt securities. The trust may invest in securities of issuers that
are in default or that are in bankruptcy. The value of collateral, if any,
securing a floating rate loan can decline or may be insufficient to meet
the issuer's obligations or may be difficult to liquidate. No active
trading market may exist for many floating rate loans, and many loans are
subject to restrictions on resale. Any secondary market may be subject to
irregular trading activity and extended settlement periods. The Trust's
investments in certain foreign markets or countries with limited developing
markets may subject the Trust to a greater degree of risk than in a
developed market. These risks include disruptive political or economic
conditions and the possible imposition of adverse governmental laws or
currency exchange restrictions. The Trust may invest up to 50% of its total
assets in illiquid securities. Illiquid securities are securities that
cannot be disposed of by the Trust within seven days in the ordinary course
of business at approximately the amounts which the Trust values the
securities.
Pioneer High Income Trust | Annual Report | 3/31/16 51
H. Repurchase Agreements
Repurchase agreements are arrangements under which the Trust purchases
securities from a broker-dealer or a bank, called the counterparty, upon
the agreement of the counterparty to repurchase the securities from the
Trust at a later date, and at a specific price, which is typically higher
than the purchase price paid by the Trust. The securities purchased serve
as the Trust's collateral for the obligation of the counterparty to
repurchase the securities. The value of the collateral, including accrued
interest, is required to be equal to or in excess of the repurchase price.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Trust's custodian or a subcustodian of the
Trust. The Trust's investment adviser, PIM is responsible for determining
that the value of the collateral remains at least equal to the repurchase
price. In the event of a default by the counterparty, the Trust is entitled
to sell the securities, but the Trust may not be able to sell them for the
price at which they were purchased, thus causing a loss to the Trust.
Additionally, if the counterparty becomes insolvent, there is some risk
that the Trust will not have a right to the securities, or the immediate
right to sell the securities.
I. Automatic Dividend Reinvestment Plan
All shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
Plan), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional shares of
the Trust in lieu of cash. Shareowners may elect not to participate in the
Plan. Shareowners not participating in the Plan receive all dividends and
capital gain distributions in cash. Participation in the Plan is completely
voluntary and may be terminated or resumed at any time without penalty by
notifying American Stock Transfer & Trust Company, the agent for
shareowners in administering the Plan (the Plan Agent), in writing prior to
any dividend record date; otherwise such termination or resumption will be
effective with respect to any subsequently declared dividend or other
distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate in
the Plan on the shareowner's behalf. If the firm or nominee does not offer
the Plan, dividends will be paid in cash to the shareowner of record. A
firm or nominee may reinvest a shareowner's cash dividends in shares of the
Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on shares payable in cash,
participants in the Plan will receive the equivalent in shares acquired by
the Plan Agent either (i) through receipt of additional unissued but
authorized shares from the Trust or (ii) by purchase of outstanding shares
on the New
52 Pioneer High Income Trust | Annual Report | 3/31/16
York Stock Exchange or elsewhere. If, on the payment date for any dividend,
the net asset value per 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 shares. The number of
newly issued shares to be credited to each account will be determined by
dividing the dollar amount of the dividend by the net asset value per 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 share is greater than the market value (market discount), the Plan
Agent will invest the dividend amount in shares acquired in open-market
purchases. There are no brokerage charges with respect to newly issued
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 be
able to transfer the shares to another broker and continue to participate
in the Plan.
J. Credit Default Swap Agreements
A credit default swap is a contract between a buyer of protection and a
seller of protection against a pre-defined credit event. The Trust may buy
or sell credit default swap contracts to seek to increase the Trust's
income, or to attempt to hedge the risk of default on portfolio securities.
A credit default swap index is used to hedge risk or take a position on a
basket of credit entities or indices. As a seller of protection, the Trust
would be required to pay the notional (or other agreed-upon) value of the
referenced debt obligation to the counterparty in the event of a default by
a U.S. or foreign corporate issuer of a debt obligation, which would likely
result in a loss to the Trust. In return, the Trust would receive from the
counterparty a periodic stream of payments during the term of the contract
provided that no event of default occurred. The maximum exposure of loss to
the seller would be the notional value of the credit default swaps
outstanding. If no default occurs, the Trust would keep the stream of
payments and would have no payment obligation. The Trust may also buy
credit default swap contracts in order to hedge against the risk of default
of debt securities, in which case the Trust would function as the
counterparty referenced above.
When the Trust enters into a credit default swap contract, the protection
buyer makes an upfront or periodic payment to the protection seller in
exchange for the right to receive a contingent payment. An upfront payment
made by the Trust, as the protection buyer, is recorded as an asset in the
Statement of Assets and Liabilities. Periodic payments received or paid by
the Trust are recorded as realized gains or losses in the Statement of
Operations.
Pioneer High Income Trust | Annual Report | 3/31/16 53
Credit default swap contracts are marked-to-market daily using valuations
supplied by independent sources and the change in value, if any, is
recorded as unrealized appreciation or depreciation in the Statement of
Assets and Liabilities. Payments received or made as a result of a credit
event or upon termination of the contract are recognized, net of the
appropriate amount of the upfront payment, as realized gains or losses in
the Statement of Operations.
Credit default swap contracts involving the sale of protection may involve
greater risks than if the Trust had invested in the referenced debt
instrument directly. Credit default swap contracts are subject to general
market risk, liquidity risk, counterparty risk and credit risk. If the
Trust is a protection buyer and no credit event occurs, it will lose its
investment. If the Trust is a protection seller and a credit event occurs,
the value of the referenced debt instrument received by the Trust, together
with the periodic payments received, may be less than the amount the Trust
pays to the protection buyer, resulting in a loss to the Trust.
Open credit default swap contracts at March 31, 2016 are listed in the
Schedule of Investments.
The average market value of swap contracts open during the year ended March
31, 2016 was $195,994.
The amount of cash deposited with the broker as collateral at March 31,
2016, and is included in "Restricted cash" in the Statement of Assets and
Liabilities, was $135,000.
K. Interest Rate Swap Contracts
The Trust may enter into interest rate swaps to attempt to hedge against
interest rate fluctuations or to enhance its income. Pursuant to the
interest rate swap agreement, the Trust negotiates with a counterparty to
exchange a periodic stream of payments based on a benchmark interest rate.
One cash flow stream will typically be a floating rate payment based upon
the specified floating benchmark interest rate while the other is typically
a fixed interest rate. Payment flows are usually netted against each other,
with the difference being paid by one party to the other on a monthly
basis.
Periodic payments received or paid by the Trust are recorded as realized
gains or losses in the Statement of Operations. Interest rate swap
contracts are marked-to-market daily using valuations supplied by
independent sources and the change in value, if any, is recorded as
unrealized appreciation or depreciation in the Statement of Assets and
Liabilities. Interest rate swap contracts are subject to counterparty risk
and movements in interest rates.
54 Pioneer High Income Trust | Annual Report | 3/31/16
Certain swap contracts that are cleared through a central clearinghouse are
referred to as centrally cleared swaps. All payments made or received by
the Trust are pursuant to a centrally cleared swap contract with the
central clearing party rather than the original counterparty. Upon entering
into a centrally cleared swap contract, the Trust is required to make an
initial margin deposit, either in cash or in securities. The daily change
in value on open centrally cleared swap contracts is recorded as variation
margin on centrally cleared swaps on the Statement of Assets and
Liabilities.
Open interest rate swap contracts at March 31, 2016 are listed in the
Schedule of Investments.
The average value of interest rate swap contracts open during the year
ended March 31, 2016 was $(94,674).
2. Management Agreement
PIM, a wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit), manages
the Trust's portfolio. Management fees payable under the Trust's Advisory
Agreement with PIM are calculated daily at the annual rate of 0.60% of the
Trust's average daily managed assets. "Managed assets" means (a) the total
assets of the Trust, including any form of investment leverage, minus (b) all
accrued liabilities incurred in the normal course of operations, which shall not
include any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility or the issuance of debt securities), (ii)
the issuance of preferred stock or other similar preference securities, and/or
(iii) any other means. For the year ended March 31, 2016, the net management fee
was 0.60% of the Trust's average daily managed assets, which was equivalent to
0.88% of the Trust's average daily net assets.
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,
2016, $181,792 was payable to PIM related to management costs, administrative
costs and certain other services is included in "Due to affiliates" and
"Administration fee" on the Statement of Assets and Liabilities.
3. Transfer Agents
Prior to November 2, 2015, 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
(AST), provided substantially all transfer agent and shareowner services related
to the Trust's shares at negotiated rates.
Effective November 2, 2015, AST serves as the transfer agent with respect to the
Trust's common shares. The Trust pays AST an annual fee, as is agreed to from
time to time by the Trust and AST, for providing such services.
Pioneer High Income Trust | Annual Report | 3/31/16 55
In addition, the Trust reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareowner communications activities
such as proxy and statement mailings and outgoing calls.
4. Forward Foreign Currency Contracts
During the year ended March 31, 2016, the Trust had entered into various forward
foreign currency contracts that obligate the Trust to deliver or take delivery
of currencies at specified future maturity dates. Alternatively, prior to the
settlement date of a forward foreign currency contract, the Trust may close out
such contract by entering into an offsetting contract.
The average value of contracts open during the year ended March 31, 2016 was
$(4,723,646).
Open foreign currency contracts at March 31, 2016, were as follows:
---------------------------------------------------------------------------------------
In
Currency Currency Exchange Settlement Unrealized
Sold Deliver Purchased for Counterparty Date Appreciation
---------------------------------------------------------------------------------------
USD 1,988,309 EUR (Euro) 1,765,000 Societe Generale 4/27/16 $ 23,408
USD 2,054,105 EUR (Euro) 1,890,439 Citibank NA 4/27/16 100,585
---------------------------------------------------------------------------------------
Total $123,993
=======================================================================================
---------------------------------------------------------------------------------------
In
Currency Currency Exchange Settlement Unrealized
Sold Deliver Purchased for Counterparty Date Depreciation
---------------------------------------------------------------------------------------
EUR (Euro) 4,468,698 USD 4,863,179 Societe Generale 4/27/16 $(230,167)
GBP JPMorgan Chase
(British Bank NA
Pound
Sterling) 1,518,180 USD 2,106,074 5/03/16 (76,806)
---------------------------------------------------------------------------------------
Total $(306,973)
=======================================================================================
5. Assets and Liabilities Offsetting
The Trust has entered into an International Swaps and Derivatives Association,
Inc. Master Agreement ("ISDA Master Agreement") or similar agreement with
substantially all its derivative counterparties. An ISDA Master Agreement is a
bilateral agreement between the Trust and a counterparty that governs the
trading of certain OTC derivatives and typically contains, among other things,
close-out and set-off provisions which apply upon the occurrence of event of a
default and/or termination event as defined under the relevant ISDA Master
Agreement. The ISDA Master Agreement may also give a party the right to
terminate all transactions traded under such agreement if, among other things,
there is deterioration in the credit quality of the other party. Upon an event
of default or a termination of the ISDA Master Agreement, the non-defaulting
party has the right to close out all transactions under such agreement and to
net amounts owed under each transaction to determine one net amount payable by
one party to the other. The right to close out and net payments across all
transactions under the ISDA Master Agreement could result in a
56 Pioneer High Income Trust | Annual Report | 3/31/16
reduction of the Trust's credit risk to its counterparty equal to any amounts
payable by the Trust under the applicable transactions, if any. However, the
Trust's right to setoff may be restricted or prohibited by the bankruptcy or
insolvency laws of the particular jurisdiction to which a specific ISDA
counterparty is subject.
The collateral requirements for derivatives transactions under an ISDA Master
Agreement are governed by a credit support annex to the ISDA Master Agreement.
Collateral requirements are generally determined at the close of business each
day and are typically based on changes in market values for each transaction
under an ISDA Master Agreement and netted into one amount for such agreement.
Generally, the amount of collateral due from or to a counterparty is subject to
threshold (a "minimum transfer amount") before a transfer is required, which may
vary by counterparty. Collateral pledged for the benefit of the Trust and/or
counterparty is held in segregated accounts by the Trust's custodian and cannot
be sold, re-pledged, assigned or otherwise used while pledged. Cash that has
been segregated to cover the Trust's collateral obligations, if any, will be
reported separately in the Statement of Assets and Liabilities as "Restricted
Cash". Securities pledged by the Trust as collateral, if any, are identified as
such in the Schedule of Investments.
Financial instruments subject to an enforceable master netting agreement such as
an ISDA Master Agreement have not been offset on the Statement of Assets and
Liabilities. The following charts show gross assets and liabilities of the Trust
as of March 31, 2016:
---------------------------------------------------------------------------------------------------
Derivative
Assets
Subject to Derivatives Non-Cash Cash Net Amount
Master Netting Available Collateral Collateral of Derivative
Counterparty Agreement for Offset Received (a) Received (a) Assets (b)
---------------------------------------------------------------------------------------------------
Citibank NA $ 100,585 $ -- $ -- $ -- $ 100,585
JPMorgan Chase Bank NA 229,182 (76,806) -- (152,376) --
Societe Generale 23,408 (23,408) -- -- --
---------------------------------------------------------------------------------------------------
Total $ 353,175 $ (100,214) $ -- $ (152,376) $ 100,585
===================================================================================================
---------------------------------------------------------------------------------------------------
Derivative
Liabilities
Subject to Derivatives Non-Cash Cash Net Amount
Master Netting Available Collateral Collateral of Derivative
Counterparty Agreement for Offset Pledged (a) Pledged (a) Liabilities (c)
---------------------------------------------------------------------------------------------------
JPMorgan Chase Bank NA $ 76,806 $ (76,806) $ -- $ -- $ --
Societe Generale 230,167 (23,408) -- -- 206,759
---------------------------------------------------------------------------------------------------
Total $ 306,973 $ (100,214) $ -- $ -- $ 206,759
===================================================================================================
(a) The amount presented here may be less than the total amount of collateral
received/pledged as the net amount of derivative assets and liabilities
cannot be less than $0.
(b) Represents the net amount due from the counterparty in the event of
default.
(c) Represents the net amount payable to the counterparty in the event of
default.
Pioneer High Income Trust | Annual Report | 3/31/16 57
6. Additional Disclosures about Derivative Instruments and Hedging Activities
The Trust's use of derivatives subjects it to the following risks:
Interest rate risk relates to the fluctuations in the value of interest-bearing
securities due to changes in the prevailing levels of market interest rates.
Credit risk relates to the ability of the issuer of a financial instrument to
make further principal or interest payments on an obligation or commitment that
it has to the Trust.
Foreign exchange rate risk relates to fluctuations in the value of an asset or
liability due to changes in currency exchange rates.
Equity risk relates to the fluctuations in the value of financial instruments as
a result of changes in market prices (other than those arising from interest
rate risk or foreign exchange risk), whether caused by factors specific to an
individual investment, its issuer, or all factors affecting all instruments
traded in a market or market segment.
Commodity risk relates to the risk that the value of a commodity or commodity
index will fluctuate based on increases or decreases in the commodities market
and factors specific to a particular industry or commodity.
The fair value of open derivative instruments (not considered to be hedging
instruments for accounting disclosure purposes) by risk exposure at March 31,
2016 was as follows:
-----------------------------------------------------------------------------------
Statement of Assets and Liabilities
Interest Credit Foreign Equity Commodity
Rate Risk Risk Exchange Risk Risk Risk
-----------------------------------------------------------------------------------
Assets:
Unrealized
appreciation on
swap contracts $ -- $ 229,182 $ -- $ -- $ --
Unrealized
appreciation on
forward foreign
currency contracts -- -- 123,993 -- --
-----------------------------------------------------------------------------------
Total Value $ -- $ 229,182 $ 123,993 $ -- $ --
===================================================================================
Liabilities:
Unrealized
depreciation on
swap contracts $580,501 $ -- $ -- $ -- $ --
Unrealized
depreciation on
forward foreign
currency contracts -- -- 306,973 -- --
-----------------------------------------------------------------------------------
Total Value $580,501 $ -- $ 306,973 $ -- $ --
===================================================================================
58 Pioneer High Income Trust | Annual Report | 3/31/16
The effect of derivative instruments (not considered to be hedging instruments
for accounting disclosure purposes) on the Statement of Operations by risk
exposure at March 31, 2016 was as follows:
-----------------------------------------------------------------------------------
Statement of Operations
Interest Credit Foreign Equity Commodity
Rate Risk Risk Exchange Risk Risk Risk
-----------------------------------------------------------------------------------
Net realized
gain (loss):
Swap contracts $ 19,409 $ 101,945 $ -- $ -- $ --
Forward foreign
currency contracts* -- -- 1,686,953 -- --
-----------------------------------------------------------------------------------
Total Value $ 19,409 $ 101,945 $ 1,686,953 $ -- $ --
===================================================================================
Change in net
unrealized
appreciation
(depreciation) on:
Swap contracts $ (580,501) $ (64,930) $ -- $ -- $ --
Forward foreign
currency contracts* -- -- (1,747,962) -- --
-----------------------------------------------------------------------------------
Total Value $ (580,501) $ (64,930) $ (1,747,962) $ -- $ --
===================================================================================
* Included in the amount shown on the Statement of Operations as forward
foreign currency contracts and other assets and liabilities denominated in
foreign currencies.
7. Bridge Loan Commitments
Bridge loans are designed to provide temporary or "bridge" financing to a
borrower pending the sale of identified assets or the arrangement of longer term
loans or the issuance and sale of debt obligations.
As of March 31, 2016, the Trust had two bridge loan commitments of $1,807,971,
which could be extended at the option of the borrower, pursuant to the following
loan agreements:
-----------------------------------------------------------------------------------
Unrealized
Appreciation
Borrower Par Cost Value (Depreciation)
-----------------------------------------------------------------------------------
CCO Holdings LLC, Bridge Loan $1,554,855 $1,554,855 $1,554,855 $ --
Charter Communications, Inc.,
Bridge Loan 253,116 253,116 253,116 --
-----------------------------------------------------------------------------------
Total $1,807,971 $1,807,971 $1,807,971 $ --
===================================================================================
Pioneer High Income Trust | Annual Report | 3/31/16 59
8. Trust Shares
Transactions in shares of beneficial interest for the year ended March 31, 2016
and the year ended March 31, 2015 were as follows:
--------------------------------------------------------------------------------
3/31/16 3/31/15
--------------------------------------------------------------------------------
Shares outstanding at beginning of year 28,950,654 28,679,504
Reinvestment of distributions 163,060 271,150
--------------------------------------------------------------------------------
Shares outstanding at end of year 29,113,714 28,950,654
================================================================================
9. Margin Loan Financing
The Trust has entered into a margin loan financing agreement with Credit Suisse.
The margin loan is offered at a daily rate equal to the U.S. three-month LIBOR
rate plus 0.70%. There is no fixed borrowing limit.
At March 31, 2016, the Trust had a borrowing outstanding under the margin
agreement totaling $125,000,000. The interest rate charged at March 31, 2016 was
2.38%. During the year ended March 31, 2016, the average daily balance was
$144,694,823 at an average interest rate of 1.39%. With respect to the margin
agreement, interest expense of $1,938,750 is included in the Statement of
Operations.
The Trust is required to fully collateralize its outstanding loan balance as
determined by Credit Suisse. Pledged assets are held in a segregated account and
are denoted in the Schedule of Investments.
The Trust is required to maintain 300% asset coverage with respect to amounts
outstanding under the margin loan financing agreement. Asset coverage is
calculated by subtracting the Trust's total liabilities not including any bank
loans and senior securities, from the Trust's total assets and dividing such
amount by the principal amount of the borrowing outstanding.
10. Subsequent Events
A monthly dividend was declared on April 4, 2016 from undistributed and
accumulated net investment income of $0.0950 per share payable April 29, 2016,
to shareowners of record on April 15, 2016.
60 Pioneer High Income Trust | Annual Report | 3/31/16
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, including
the schedule of investments, of Pioneer High Income Trust (the "Trust") as of
March 31, 2016, and the related statements of operations and cash flows for the
year then ended and the statements of changes in net assets and the financial
highlights for each of the two 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. The financial
highlights for the years ended March 31, 2014, 2013, and 2012 were audited by
other auditors. Those auditors expressed an unqualified opinion on those
financial highlights in their report dated May 22, 2014.
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. The Trust
is not required to have, nor were we engaged to perform, an audit of its
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, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of March 31, 2016, by correspondence with the custodian,
brokers and agent banks; where replies were not received from brokers and agent
banks, we performed other auditing procedures. 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 as of March 31, 2016, the results of its operations
and its cash flows for the year then ended and the changes in its net assets and
the financial highlights for each of the two years in the period then ended, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
May 24, 2016
Pioneer High Income Trust | Annual Report | 3/31/16 61
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's investment
objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which has not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its shares
in the open market.
PIM, the Trust's investment adviser, is currently an indirect, wholly owned
subsidiary of UniCredit. On November 11, 2015, UniCredit announced that it
signed a binding master agreement with Banco Santander and affiliates of Warburg
Pincus and General Atlantic (the "Private Equity Firms") with respect to Pioneer
Investments ("Pioneer") and Santander Asset Management ("SAM") (the
"Transaction").
The Transaction, as previously announced by UniCredit, will establish a holding
company, with the name Pioneer Investments, to be owned by UniCredit (50%) and
the Private Equity Firms (50% between them). The holding company will control
Pioneer's U.S. operations, including PIM. The holding company also will own
66.7% of Pioneer's and SAM's combined operations outside the U.S., while Banco
Santander will own directly the remaining 33.3% stake. The closing of the
Transaction is expected to happen in 2016, subject to certain regulatory and
other approvals.
Under the Investment Company Act of 1940, completion of the Transaction will
cause the Trust's current investment advisory agreement with PIM to terminate.
Accordingly, the Trust's Board of Trustees will be asked to approve a new
investment advisory agreement. If approved by the Board, the Trust's new
investment advisory agreement will be submitted to the shareholders of the Trust
for their approval.
62 Pioneer High Income Trust | Annual Report | 3/31/16
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Principal Underwriter
Pioneer Funds Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
American Stock Transfer & Trust Company
Proxy Voting Policies and Procedures of the Fund are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at us.pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Trust's Trustees and officers are listed below, together with their
principal occupations during at least the past five years. Trustees who are
interested persons of the Trust within the meaning of the 1940 Act are referred
to as Interested Trustees. Trustees who are not interested persons of the Trust
are referred to as Independent Trustees. Each of the Trustees serves as a
trustee of each of the 50 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the Trust is 60 State Street, Boston, Massachusetts
02109.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer High Income Trust | Annual Report | 3/31/16 63
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (66) Class I Trustee Private investor (2004 - 2008 and 2013 - Director, Broadridge Financial
Chairman of the Board since 2006. present); Chairman (2008 - 2013) and Chief Solutions, Inc. (investor
and Trustee Term expires in Executive Officer (2008 - 2012), Quadriserv, Inc. communications and securities
2018. (technology products for securities lending processing provider for
industry); and Senior Executive Vice President, financial services industry)
The Bank of New York (financial and securities (2009 - present); Director,
services) (1986 - 2004) Quadriserv, Inc. (2005 -
2013); and Commissioner, New
Jersey State Civil Service
Commission (2011 - present)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (72) Class II Trustee Managing Partner, Federal City Capital Advisors Director of New York Mortgage
Trustee since 2005. (corporate advisory services company) (1997 - Trust (publicly-traded
Term expires in 2004 and 2008 - present); Interim Chief Executive mortgage REIT) (2004 - 2009,
2016. Officer, Oxford Analytica, Inc. (privately-held 2012 - present); Director of
research and consulting company) (2010); The Swiss Helvetia Fund, Inc.
Executive Vice President and Chief Financial (closed-end fund) (2010 -
Officer, I-trax, Inc. (publicly traded health present); Director of Oxford
care services company) (2004 - 2007); and Analytica, Inc. (2008 -
Executive Vice President and Chief Financial present); and Director of
Officer, Pedestal Inc. (internet-based mortgage Enterprise Community
trading company) (2000 - 2002); Private Investment, Inc.
consultant (1995-1997), Managing Director, Lehman (privately-held affordable
Brothers (investment banking firm) (1992-1995); housing finance company) (1985
and Executive, The World Bank (1979-1992) - 2010)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (71) Class III Trustee William Joseph Maier Professor of Political Trustee, Mellon Institutional
Trustee since 2008. Economy, Harvard University (1972 - present) Funds Investment Trust and
Term expires in Mellon Institutional Funds
2017. Master Portfolio (oversaw 17
portfolios in fund complex)
(1989-2008)
------------------------------------------------------------------------------------------------------------------------------------
64 Pioneer High Income Trust | Annual Report | 3/31/16
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (68) Class III Trustee Founding Director, Vice President and Corporate None
Trustee since 2002. Secretary, The Winthrop Group, Inc. (consulting
Term expires in firm) (1982 - present); Desautels Faculty of
2017. Management, McGill University (1999 - present);
and Manager of Research Operations and
Organizational Learning, Xerox PARC, Xerox's
advance research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (59) Class II Trustee Chief Investment Officer, 1199 SEIU Funds Trustee of Pioneer closed-end
Advisory Trustee since 2015. (healthcare workers union pension funds) (2001 - investment companies (5
Term expires in present); Vice President - International portfolios) (Sept. 2015 -
2016. Investments Group, American International Group, present)
Inc. (insurance company) (1993 - 2001); Vice
President Corporate Finance and Treasury Group,
Citibank, N.A.(1980 - 1986 and 1990 - 1993); Vice
President - Asset/Liability Management Group,
Federal Farm Funding Corporation
(government-sponsored issuer of debt securities)
(1988 - 1990); Mortgage Strategies Group, Shearson
Lehman Hutton, Inc. (investment bank) (1987 -
1988); and Mortgage Strategies Group, Drexel
Burnham Lambert, Ltd. (investment bank) (1986 -
1987)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (67) Class I Trustee President and Chief Executive Officer, Newbury, Director of New America High
Trustee since 2002. Piret & Company, Inc. (investment banking firm) Income Fund, Inc. (closed-end
Term expires in (1981 - present) investment company) (2004 -
2018. present); and Member, Board of
Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (69) Class I Trustee Consultant (investment company services) (2012 - None
Trustee since 2014. present); Executive Vice President, BNY Mellon
Term expires in (financial and investment company services) (1969
2018. - 2012); Director, BNY International Financing
Corp. (financial services) (2002 - 2012); and
Director, Mellon Overseas Investment Corp.
(financial services) (2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/16 65
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (54)* Class II Trustee Chair, Director, CEO and President of Pioneer Trustee of Pioneer closed-end
Trustee, President and since 2015. Investment Management-USA (since September 2014); investment companies (5
Chief Executive Officer Term expires in Chair, Director, CEO and President of Pioneer portfolios) (Sept. 2015 -
2016. Investment Management, Inc. (since September present)
2014); Chair, Director, CEO and President of
Pioneer Funds Distributor, Inc. (since September
2014); Chair, Director, CEO and President of
Pioneer Institutional Asset Management, Inc.
(since September 2014); and Chair, Director, and
CEO of Pioneer Investment Management Shareholder
Services, Inc. (since September 2014); Managing
Director, Morgan Stanley Investment Management
(2010 - 2013); and Director of Institutional
Business, CEO of International, Eaton Vance
Management (2005 - 2010)
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (57)* Class III Trustee Director and Executive Vice President (since None
Trustee since 2014. 2008) and Chief Investment Officer, U.S. (since
Term expires in 2010) of PIM-USA; Executive Vice President of
2017. Pioneer (since 2008); Executive Vice President of
Pioneer Institutional Asset Management, Inc.
(since 2009); and Portfolio Manager of Pioneer
(since 1999)
------------------------------------------------------------------------------------------------------------------------------------
* Ms. Jones and Mr. Taubes are Interested Trustee because they are Officers
or directors of the Trust's investment adviser and certain of its
affiliates.
66 Pioneer High Income Trust | Annual Report | 3/31/16
Trust Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (51) Since 2003. Serves Vice President and Associate General Counsel of None
Secretary and Chief at the discretion of Pioneer since January 2008; Secretary and Chief Legal
Legal Officer the Board. Officer of all of the Pioneer Funds since June 2010;
Assistant Secretary of all of the Pioneer Funds from
September 2003 to May 2010; and Vice President and
Senior Counsel of Pioneer from July 2002 to December
2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (55) Since 2010. Serves Fund Governance Director of Pioneer since December None
Assistant Secretary at the discretion of 2006 and Assistant Secretary of all the Pioneer Funds
the Board. since June 2010; Manager - Fund Governance of Pioneer
from December 2003 to November 2006; and Senior
Paralegal of Pioneer from January 2000 to November
2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (53) Since 2010. Serves Senior Counsel of Pioneer since May 2013 and Assistant None
Assistant Secretary at the discretion of Secretary of all the Pioneer Funds since June 2010;
the Board. and Counsel of Pioneer from June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (56) Since 2008. Serves Vice President - Fund Treasury of Pioneer; Treasurer None
Treasurer and Chief Financial at the discretion of of all of the Pioneer Funds since March 2008; Deputy
and Accounting Officer the Board. Treasurer of Pioneer from March 2004 to February 2008;
and Assistant Treasurer of all of the Pioneer Funds
from March 2004 to February 2008
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (50) Since 2002. Serves Director - Fund Treasury of Pioneer; and Assistant None
Assistant Treasurer at the discretion of Treasurer of all of the Pioneer Funds
the Board.
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (57) Since 2002. Serves Fund Accounting Manager - Fund Treasury of Pioneer; None
Assistant Treasurer at the discretion and Assistant Treasurer of all of the Pioneer Funds
of the Board.
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/16 67
Trust Officers (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (36) Since 2009. Serves Fund Administration Manager - Fund Treasury of Pioneer None
Assistant Treasurer at the discretion of since November 2008; Assistant Treasurer of all of the
the Board. Pioneer Funds since January 2009; and Client Service
Manager - Institutional Investor Services at State
Street Bank from March 2003 to March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (63) Since 2010. Serves Chief Compliance Officer of Pioneer and of all the None
Chief Compliance Officer at the discretion of Pioneer Funds since March 2010; Chief Compliance
the Board. Officer of Pioneer Institutional Asset Management, Inc.
since January 2012; Chief Compliance Officer of
Vanderbilt Capital Advisors, LLC since July 2012:
Director of Adviser and Portfolio Compliance at Pioneer
since October 2005; and Senior Compliance Officer for
Columbia Management Advisers, Inc. from October 2003 to
October 2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (45) Since 2006. Serves Director - Transfer Agency Compliance of Pioneer and None
Anti-Money Laundering Officer at the discretion of Anti-Money Laundering Officer of all the Pioneer Funds
the Board. since 2006
------------------------------------------------------------------------------------------------------------------------------------
68 Pioneer High Income Trust | Annual Report | 3/31/16
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site us.pioneerinvestments.com.
The Trust files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at www.sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2016 Pioneer Investments 19206-10-0516
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 12(a)(1), a copy of
its code of ethics that applies to the registrant's principal
executive officer,principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
The audit fees for the Trust were $49,954
payable to Deloitte & Touche LLP for the year ended
March 31, 2016 and $47,063 for the year ended March 31, 2015.
(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.
There were no audit-related services in 2016 or 2015.
(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.
The tax fees for the Trust were $9,904
payable to Deloitte & Touche LLP for the year ended
March 31, 2016 and $9,876 for the year ended March 31, 2015.
(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.
There were no other fees in 2016 or 2015.
(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 2016 and 2015, 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 accountants 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 registrants accountant
for services rendered to the registrant, and rendered to the registrants
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 were $9,904
payable to Deloitte & Touche LLP for the year ended
Marcht 31, 2016 and $9,876 for the year ended March 31, 2015.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants 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 registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
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 registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of March 31, 2016. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NUMBER OF FEE IS FEE IS
NAME OF ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED MANAGED (000'S) BASED BASED (000'S)
------------------- ---------------------------------- ----------- ----------------- ---------------- --------------
Andrew Feltus Other Registered Investment
Companies 12 $10,331,585 N/A N/A
Other Pooled Investment Vehicles 8 $11,443,498 4 7,980,871
Other Accounts 6 $ 1,475,653 N/A N/A
------------------- ---------------------------------- -- ----------- ---------------- ---------
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Pioneer does not
believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Pioneer has adopted procedures that it believes are
reasonably designed to detect and prevent violations of the federal securities
laws and to mitigate the potential for conflicts of interest to affect its
portfolio management decisions, there can be no assurance that all conflicts
will be identified or that all procedures will be effective in mitigating the
potential for such risks. Generally, the risks of such conflicts of interest
are increased to the extent that a portfolio manager has a financial incentive
to favor one account over another. Pioneer has structured its compensation
arrangements in a manner that is intended to limit such potential for conflicts
of interest. See "Compensation of Portfolio Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and consistency with the
accounts' investment objectives and policies. This allocation methodology
necessarily involves some subjective elements but is intended over time to
treat each client in an equitable and fair manner. Generally, the investment
opportunity is allocated among participating accounts on a pro rata
0
basis. Although Pioneer believes that its practices are reasonably designed to
treat each client in an equitable and fair manner, there may be instances
where a fund may not participate, or may participate to a lesser degree than
other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount that
may influence the market price of the security, accounts that purchased or
sold the security first may receive a more favorable price than accounts
that made subsequent transactions. The less liquid the market for the
security or the greater the percentage that the proposed aggregate purchases
or sales represent of average daily trading volume, the greater the
potential for accounts that make subsequent purchases or sales to receive a
less favorable price. When a portfolio manager intends to trade the same
security on the same day for more than one account, the trades typically are
"bunched," which means that the trades for the individual accounts are
aggregated and each account receives the same price. There are some types of
accounts as to which bunching may not be possible for contractual reasons
(such as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in the
best possible price. Where those accounts or circumstances are involved,
Pioneer will place the order in a manner intended to result in as favorable
a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or to
compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise. For
example, if a portfolio manager purchases a security for one account and
sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Pioneer seeks to avoid such potentially conflicting
situations. However, where a portfolio manager is responsible for accounts
with differing investment objectives and policies, it is possible that the
portfolio manager will conclude that it is in the best interest of one
account to sell a portfolio security while another account continues to hold
or increase the holding in such security.
COMPENSATION OF PORTFOLIO MANAGER
Pioneer has adopted a system of compensation for portfolio managers that seeks
to align the financial interests of the portfolio managers with those of
shareholders of the accounts (including Pioneer funds) the portfolio managers
manage, as well as with the financial performance of Pioneer. The compensation
program for all Pioneer portfolio managers includes a base salary (determined
by the rank and tenure of the employee) and an annual bonus program, as well as
customary benefits that are offered generally to all full-time employees. Base
compensation is fixed and normally reevaluated on an annual basis. Pioneer
seeks to set base compensation at market rates, taking into account the
experience and responsibilities of the portfolio manager. The bonus plan is
intended to provide a competitive level of annual bonus compensation that is
tied to the portfolio manager achieving superior investment performance and
align the interests of
1
the investment professional with those of shareholders, as well as with the
financial performance of Pioneer. Any bonus under the plan is completely
discretionary, with a maximum annual bonus that may be in excess of base
salary. The annual bonus is based upon a combination of the following factors:
o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance
calculation is based on pre-tax investment performance of all of the
accounts managed by the portfolio manager (which includes the fund and any
other accounts managed by the portfolio manager) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending
on December 31. The accounts, which include the fund, are ranked against a
group of mutual funds with similar investment objectives and investment
focus (60%) and a broad-based securities market index measuring the
performance of the same type of securities in which the accounts invest
(40%), which, in the case of the fund, is the Bank of America Merrill Lynch
High Yield Master II Index. As a result of these two benchmarks, the
performance of the portfolio manager for compensation purposes is measured
against the criteria that are relevant to the portfolio manager's
competitive universe.
o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes objectives,
such as effectiveness in the areas of teamwork, leadership, communications
and marketing, that are mutually established and evaluated by each portfolio
manager and management.
o PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial performance,
as well as the investment performance of its investment management group,
affect a portfolio manager's actual bonus by a leverage factor of plus or
minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and
retain key contributors. Senior executives or other key employees are granted
performance units based on the stock price performance of UniCredit and the
financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER
The following table indicates as of March 31, 2016 the value, within the
indicated range, of shares beneficially owned by the portfolio manager of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
Andrew Feltus C
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
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 registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
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 registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
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 registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R 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 and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
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.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) 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.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date May 31, 2016
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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date May 31, 2016
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date May 31, 2016
* Print the name and title of each signing officer under his or her signature.