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, Amundi Pioneer Asset Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2017 through March 31, 2018
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
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Annual Report | March 31, 2018
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Ticker Symbol: PHT
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: www.amundipioneer.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 62
Additional Information 64
Trustees, Officers and Service Providers 66
Pioneer High Income Trust | Annual Report | 3/31/18 1
President's Letter
While 2017 delivered strong positive performance, 2018, thus far, has introduced
market volatility. Equity and fixed-income markets pulled back in the first
quarter of this year, as the Standard & Poor's 500 Index and the Bloomberg
Barclays U.S. Aggregate Bond Index both finished in negative territory,
returning -0.76% and -1.46%, respectively, for the three-month period ended
March 31, 2018. Concerns about the sustainability of the pace of economic
growth, extended equity valuations, and rising interest rates drove a
significant stock market sell-off beginning in late January, approaching
correction levels. The market did recover from its initial slump, but this
year's significant fluctuations have served to remind investors that even the
strongest "bulls" cannot run forever. Within fixed income, rising interest rates
helped drive down returns of most asset classes in the first quarter, though
floating-rate sectors such as bank loans fared well in the rising-rate
environment.
Our view is that the first-quarter pause in the market's near-continuous upward
momentum over the previous 15 months, dating back to the final quarter of 2016,
presents an opportunity for investors to enter the market at healthier valuation
levels. We believe fundamentals are still quite positive, yet also believe that
caution is warranted given that the market remains vulnerable to corrections.
Some areas, such as growth stocks, appear expensive, but we do see opportunity
in value stocks, with prices supported by better corporate earnings due to the
recent tax reforms in the U.S. as well as robust, nominal gross domestic product
(GDP) growth. In fact, GDP growth in the U.S. rose to close to or better than 3%
over the final three quarters of 2017, and it is anticipated that GDP growth in
the first quarter of 2018 will exceed 2%.
In the fixed-income markets, we believe investors should consider positioning
their portfolios to defend against rising interest rates, with underweight
positions in U.S. Treasuries. We see more attractive valuations within
structured investment vehicles, such as mortgage-backed securities (MBS) in both
the agency and non-agency residential MBS sectors, as fundamentals within the
U.S. housing market remain positive. We believe that agency MBS, in particular,
offer investors reasonable value.
Since 1928, the foundation of Amundi Pioneer's investment approach has been
active management, which is especially important during periods of market
volatility. We believe investors can benefit from the experience and tenure of
our investment teams who make active and informed decisions across our funds. In
fact, the Pioneer Fund, the third-oldest mutual fund in the U.S., recently
celebrated its 90th birthday. We believe the Fund serves as an important
ambassador of our time-tested value style of investing and our early focus on
understanding the benefits of investing in companies with sustainable
2 Pioneer High Income Trust | Annual Report | 3/31/18
business models. Over its nine decades of existence - a time period that
included a Great Depression, a devastating World War, a long Cold War, and
enormous technological as well as societal changes - the Fund has been
well-served by this investment approach.
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.
/s/ Lisa M. Jones
Lisa M. Jones
Head of the Americas, President and CEO of U.S.
Amundi Pioneer Asset Management USA, Inc.
March 31, 2018
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 | 3/31/18 3
Portfolio Management Discussion | 3/31/18
High-yield bonds and other credit-sensitive securities produced positive results
during the 12-month period ended March 31, 2018. 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, Managing Director,
Co-Director of High Yield, and a portfolio manager at Amundi Pioneer Asset
Management, Inc. ("Amundi Pioneer), is responsible for the daily management of
the Trust. He is assisted by Matthew Shulkin, a vice president and assistant
portfolio manager at Amundi Pioneer(1).
Q How did the Trust perform during the 12-month period ended March 31, 2018?
A Pioneer High Income Trust returned 6.38% at net asset value (NAV) and 2.94%
at market price during the 12-month period ended March 31, 2018. During the
same 12-month period, the Trust's benchmark, the ICE Bank of America
Merrill Lynch U.S. High Yield Index (the ICE BofA ML Index), returned 3.69%
at NAV. The ICE BofA ML Index is an unmanaged, commonly accepted measure of
the performance of high-yield securities. Unlike the Trust, the ICE 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 50 closed end funds in Morningstar's High Yield Bond Closed End Funds
category (which may or may not be leveraged) was 4.01%, and the average
return at NAV of the 50 closed end funds in the same Morningstar category
was 5.12%.
The shares of the Trust were selling at a 10.7% discount to NAV at the end
of the 12-month period. Comparatively, the shares of the Trust were selling
at a 7.8% discount to NAV on March 31, 2017.
On March 31, 2018, the standardized 30-day SEC yield of the Trust's shares
was 8.01%*.
(1) Mr. Shulkin became a manager of the Trust effective October 1, 2017. In
addition, Tracy Wright was a manager of the Trust from the beginning of the
12-month period through her departure from Amundi Pioneer on March 30,
2018, just prior to the end of the period.
* 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 | 3/31/18
Q How would you describe the investment environment for high-yield debt
during the 12-month period ended March 31, 2018?
A For much of the 12-month period, credit-oriented areas of the bond market
continued to be supported by positive economic data and the Federal Reserve
System's (the Fed's) well-signaled and incremental approach towards
interest-rate normalization as well as the tapering of its balance sheet.
The U.S. economy posted gross domestic product (GDP) growth in the 3% range
over the last three quarters of 2017, against a backdrop of robust
corporate earnings and arguably full employment. Credit-market sentiment
received an additional boost as 2017 drew to a close with the passage of a
tax reform package in the U.S. that included a lowering of the corporate
tax rate and a window during which companies are permitted to accelerate
the expensing of capital investments.
Although inflation was running below its 2% target, the Fed still
implemented three incremental rate hikes over the 12-month period, thus
increasing the upper target range for the federal funds rate to 1.75%. In
addition, in October of 2017, the Fed began the gradual tapering of its
mortgage-backed security and Treasury holdings accumulated over multiple
quantitative-easing programs conducted between 2008 and 2014. The plan to
reduce the Fed's balance sheet had been extensively foreshadowed, however,
and so the market's reaction to the actual launch date was muted.
The first quarter of 2018 saw so-called risk assets, such as corporate
bonds, surrender some of their earlier gains. January started strong, as
the market continued to rally due to optimism over the significant U.S. tax
reform legislation. Employment data announced at the end of January was
strong, however, which led the market to revise inflation expectations
higher and raised concerns that the Fed would feel compelled to accelerate
the pace of its rate hikes. While sentiment stabilized fairly quickly, the
markets soon received another jolt as the Trump administration threatened
tariffs on imports from China, raising fears of a global trade war with the
potential to undermine global economic growth. A rise in U.S. Treasury
rates from January through March was another headwind, and in the first
quarter the high-yield market ended up producing its first negative
quarterly return since 2015.
The yield advantages, or spreads, provided by high-yield corporate bonds
over U.S. Treasuries narrowed slightly over the 12-month period, and
high-yield securities generally outperformed higher-quality fixed-income
asset classes. (Credit spreads are commonly defined as the differences in
yield between Treasuries and other types of fixed-income securities with
similar maturities.) Strong corporate profit growth, good credit-market
conditions, and higher energy prices combined to help drive down the
default rate in the high-yield market, thus supporting tighter high-yield
spreads.
Pioneer High Income Trust | Annual Report | 3/31/18 5
Within the high-yield market, lower-rated issues generally outperformed
higher-rated credits during the Trust's fiscal year. For example, bonds
rated "CCC" outperformed those rated "BB" by 222 basis points, or 2.22%
(according to ICE BofA ML indices). Positive returns, however, were
generally based on the coupon (or yield) element of the securities, as
high-yield bond prices declined modestly over the full 12 months.
Q What factors affected the Trust's performance relative to the benchmark ICE
BofA ML Index during the 12-month period ended March 31, 2018?
A In an environment featuring positive returns for high-yield securities,
much of the Trust's outperformance relative to the benchmark derived from
the use of leverage, or borrowed funds, in order to increase the Trust's
market exposure. The use of leverage amplifies the impact of market swings
on the portfolio and increases the level of risk assumed by the Trust. Just
as the use of leverage can enhance gains when high-yield market returns are
positive, as they were during the 12-month period, leverage will also
increase negative Trust results during high-yield market downturns.
The Trust's shorter-duration stance compared to its benchmark also
contributed positively to relative performance as yields rose along most of
the Treasury curve over the period. In that vein, a modest out-of-benchmark
portfolio position in floating-rate bank loans with very short durations
was another positive contributor to benchmark-relative returns. (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.)
Security selection results, in aggregate, contributed positively to the
Trust's benchmark-relative performance, highlighted by issues that we added
to the portfolio while they were trading at distressed valuations.
Individual names in the Trust's portfolio that performed well for the
period included defaulted bonds of fishing company China Fishery Group,
which rallied strongly on the news that asset sales would lead to full
payment to bond holders. The Trust's exposure to the bonds of midstream
energy firm ONEOK and oil-services company Shelf Drilling Holdings also
contributed positively to relative returns, as each benefited from the
strengthening in oil prices during the 12-month period. A position in the
euro-denominated debt of Canadian pharmaceutical company Valeant
Pharmaceutical was another strong performer for the Trust. Market sentiment
with respect to Valeant's debt improved during the period as the new
management team showed progress in addressing the company's high debt level
accumulated during a string of acquisitions, while also taking steps to
move the firm toward a more sustainable business model.
6 Pioneer High Income Trust | Annual Report | 3/31/18
On the downside, a portfolio position in Revlon detracted from the Trust's
benchmark-relative returns as the beauty company's results continued to
falter. In addition, investors began to question whether the bond covenants
provided sufficient protection. We trimmed the Trust's exposure to Revlon's
debt during the period. Portfolio exposure to a pair of wireline
telecommunication firms, Frontier and Windstream, also constrained
benchmark-relative performance. In our view, both companies are on a path
to refinancing their debt and improving cash flows, and so we added to the
Trust's positions on weakness. Both outperformed in the first quarter of
2018, but not enough to counteract the negative effects on relative returns
over the full 12-month period.
Finally, the Trust's allocation to insurance-linked securities, including
so-called catastrophe bonds, which are sponsored by insurance companies
looking to offload some of the risk of having to pay claims after a natural
disaster, detracted from benchmark-relative performance. Late last summer,
three major hurricanes made landfall in the United States or its
territories, and those disasters were followed almost immediately by two
major earthquakes in Mexico. Each of those events generated numerous
insurance claims and caused insurance-linked issues to underperform.
Q Did the Trust's yield, or dividend distributions to shareholders change
during the 12-month period ended March 31, 2018?
A The Trust's dividend** remained stable during the period. While the rise in
Treasury yields over the 12 months tended to increase the Trust's income
generation, the accompanying narrowing of credit spreads acted as a
counterweight.
Q How did the level of leverage in the Trust change during the 12-month
period ended March 31, 2018?
A The Trust employs leverage through a credit agreement.
At the end of the 12-month period ended March 31, 2018, 28.9% of the
Trust's total managed assets were financed by leverage, or borrowed funds,
compared with 28.6% of the Trust's total managed assets financed by
leverage at the start of the period on April 1, 2017. The absolute amount
of funds borrowed by the Trust did not change during the period. The
increase in the percentage of leveraged funds was the result of
depreciation in the values of the Trust's holdings.
** Dividends are not guaranteed.
Pioneer High Income Trust | Annual Report | 3/31/18 7
Q Did the Trust have any investments in derivative securities during the
six-month period ended March 31, 2018? If so, did the investments have a
material effect on the Trust's performance?
A Yes, the Trust had investments in both foreign forward currency
transactions ("currency forwards") and interest-rate swaps during the
12-month period. We used currency forwards to add yield, to help reduce
portfolio volatility, and to help protect the Trust in case of any
unforeseen moves in the currency market. The currency forwards detracted
from benchmark-relative returns during the period. The swaps, which we used
to hedge the Trust's borrowing costs, contributed positively to relative
performance.
Q What is your investment outlook?
A In our view, credit fundamentals remain supportive of high yield as an
asset class. Economic growth and corporate earnings remain strong.
Unemployment is low, wages have been trending modestly higher, and consumer
balance sheets are sound in aggregate. In addition, high-yield issuance
has, for the most part, shown restraint with respect to lower-rated deals
in the "CCC" quality range as well as deals designed to finance large
leveraged buyouts or special dividends.
At the same time, high-yield valuations are relatively high, as reflected
in spreads that are meaningfully tight by historical standards. In
addition, after an extended period of seeing riskier assets more or less
grind steadily higher, market volatility appears to have returned to the
forefront, driven in large part by speculation over the pace of the Fed's
future interest-rate hikes. The markets will be watching closely for any
data that could signal the potential for accelerating inflation, which
could spur the Fed to increase its benchmark rate more rapidly than
currently anticipated.
While the Trust's portfolio remains overweight to credit-sensitive debt
relative to the unmanaged benchmark, with less emphasis on interest-rate-
sensitive debt, we are prepared to adjust the Trust's credit-risk profile
in response to changing market and economic conditions. As always, we will
focus on intensive credit research when picking the Trust's investments, by
examining the fundamentals and risks of each individual security.
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.
8 Pioneer High Income Trust | Annual Report | 3/31/18
Investments in high-yield or lower-rated securities are subject to greater-than-
average risk.
The Trust may invest in securities of issuers that are in default or that are in
bankruptcy.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
When interest rates rise, the prices of fixed-income securities in the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities in the Trust will generally rise.
Investments in the Trust are subject to possible loss due to the financial
failure of the issuers of the underlying securities and their inability to meet
their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a 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 credit 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.
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 | 3/31/18 9
Portfolio Summary | 3/31/18
Portfolio Diversification*
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(As a percentage of total investments)**
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds & Notes 87.4%
Senior Secured Floating Rate Loan Interests 5.0%
Convertible Bonds & Notes 2.5%
Preferred Stocks 1.7%
Convertible Preferred Stocks 1.2%
Sovereign Debt Obligations 1.0%
U.S. Government and Agency Obligation 0.4%
Commercial Mortgage-Backed Securities 0.3%
Collateralized Mortgage Obligations 0.3%
Common Stocks 0.1%
Asset Backed Security 0.1%
Rights/Warrants 0.0%+
* Includes investments in Insurance-Linked Securities totaling 2.3% of total
long-term holdings.
+ Amount rounds to less than 0.1%.
10 Largest Holdings
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(As a percentage of total investments)**
1. Hanover Insurance Corp., 7.625%, 10/15/25 1.54%
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2. Meritor, Inc., 7.875%, 3/1/26 1.27
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3. Liberty Mutual Group, Inc., 10.75% (3 Month USD LIBOR + 712 bps), 6/15/58 (144A) 1.18
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4. Bank of America Corp., 7.25% 1.08
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5. Calpine Corp., 5.75%, 1/15/25 1.04
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6. Basell Finance Co. BV, 8.1%, 3/15/27 (144A) 1.04
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7. Diebold Nixdorf, Inc., 8.5%, 4/15/24 1.03
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8. Hercules LLC, 6.5%, 6/30/29 1.00
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9. SIG Combibloc Holdings SCA, 7.75%, 2/15/23 (144A) 0.99
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10. Calumet Specialty Products Partners LP / Calumet Finance Corp., 6.5%, 4/15/21 0.93
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** Excludes temporary cash investments and all derivative contracts except for
options purchased. 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 | 3/31/18
Prices and Distributions | 3/31/18
Market Value per Share^
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3/31/18 3/31/17
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Market Value $9.39 $9.87
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Premium/(Discount) (10.7)% (7.8)%
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Net Asset Value per Share^
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3/31/18 3/31/17
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Net Asset Value $10.52 $10.70
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Distributions per Share: 4/1/17 - 3/31/18
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Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
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$0.7800 $ -- $ --
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Yields
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3/31/18 3/31/17
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30-Day SEC Yield 8.01% 8.69%
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The data shown above represents past performance, which is no guarantee of
future results.
^ 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. Net asset value and market value are published daily on the
Trust's website at www.amundipioneer.com.
Pioneer High Income Trust | Annual Report | 3/31/18 11
Performance Update | 3/31/18
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 ICE BofA ML U.S. High Yield Index.
Average Annual Total Returns
(As of March 31, 2018)
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Net ICE BofA
Asset ML U.S.
Value Market High Yield
Period (NAV) Price Index
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10 years 9.19% 8.17% 8.12%
5 years 4.10 -1.76 5.01
1 year 6.38 2.94 3.69
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer High ICE BofA ML US
Income Trust High Yield Index
3/08 $10,000 $10,000
3/09 $ 7,226 $ 7,972
3/10 $15,875 $12,534
3/11 $19,069 $14,311
3/12 $21,268 $15,118
3/13 $23,957 $17,099
3/14 $27,848 $18,386
3/15 $22,202 $18,763
3/16 $19,679 $18,015
3/17 $21,299 $21,055
3/18 $21,925 $21,833
Call 1-800-225-6292 or visit www.amundipioneer.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 ICE Bank of America Merrill Lynch U.S. 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 | 3/31/18
Schedule of Investments | 3/31/18
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Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
UNAFFILIATED ISSUERS -- 138.1%
ASSET BACKED SECURITY -- 0.1% of Net Assets
BANKS -- 0.1%
Thrifts & Mortgage Finance -- 0.1%
300,000 InSite Issuer LLC, Series 2016-1A, Class C, 6.414%,
11/15/46 (144A) $ 301,868
---------------
Total Banks $ 301,868
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TOTAL ASSET BACKED SECURITY
(Cost $300,000) $ 301,868
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COLLATERALIZED MORTGAGE
OBLIGATIONS -- 0.4% of Net Assets
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) $ 556,314
---------------
Total Diversified Financials $ 556,314
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FINANCIALS -- 0.2%
Thrifts & Mortgage Finance -- 0.2%
600,000(a) Wells Fargo Commercial Mortgage Trust, Series
2014-LC18, Class D, 3.957%, 12/15/47 (144A) $ 503,322
---------------
Total Financials $ 503,322
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TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $1,143,426) $ 1,059,636
---------------------------------------------------------------------------------------------------------------
COMMERCIAL MORTGAGE-BACKED
SECURITIES -- 0.4% of Net Assets
BANKS -- 0.4%
Thrifts & Mortgage Finance -- 0.4%
1,000,000(a) Citigroup Commercial Mortgage Trust, Series
2014-GC23, Class E, 3.208%, 7/10/47 (144A) $ 651,738
266,711(b) GS Mortgage Securities Trust, Series 2014-GSFL,
Class D, 5.011% (1 Month USD LIBOR + 390 bps),
7/15/31 (144A) 267,594
300,000(a) JPMBB Commercial Mortgage Securities Trust,
Series 2013-C17, Class D, 4.882%, 1/15/47 (144A) 278,072
200,000 Morgan Stanley Bank of America Merrill Lynch Trust,
Series 2015-C25, Class D, 3.068%, 10/15/48 165,153
---------------
Total Banks $ 1,362,557
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TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Cost $1,451,171) $ 1,362,557
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 13
Schedule of Investments | 3/31/18 (continued)
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Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
SENIOR SECURED FLOATING RATE LOAN
INTERESTS -- 6.5% of Net Assets*(b)
CAPITAL GOODS -- 1.0%
Aerospace & Defense -- 0.9%
2,128,500^ ADS Tactical, Inc., Term Loan, 9.377% (LIBOR +
750 bps), 12/31/22 $ 2,171,070
613,996 DynCorp International, Inc., Term Loan B2, 7.808%
(LIBOR + 600 bps), 7/7/20 617,834
---------------
$ 2,788,904
---------------------------------------------------------------------------------------------------------------
Industrial Machinery -- 0.1%
375,250 Blount International, Inc., Refinancing Term Loan,
5.92% (LIBOR + 425 bps), 4/12/23 $ 380,644
---------------
Total Capital Goods $ 3,169,548
---------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 0.3%
Diversified Capital Markets -- 0.3%
1,000,000 Trico Group LLC, First Lien Initial Term Loan, 8.484%
(LIBOR + 650 bps), 2/2/24 $ 1,005,000
---------------
Total Diversified Financials $ 1,005,000
---------------------------------------------------------------------------------------------------------------
ENERGY -- 1.0%
Oil & Gas Drilling -- 0.4%
1,345,000 Gavilan Resources LLC, Second Lien Initial Term Loan,
7.786% (LIBOR + 600 bps), 3/1/24 $ 1,349,752
---------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.2%
500,000 Chesapeake Energy Corp., Term Loan, Class A, 9.444%
(LIBOR + 750 bps), 8/23/21 $ 531,406
---------------------------------------------------------------------------------------------------------------
Pipeline -- 0.4%
1,201,200 Summit Midstream Partners Holdings LLC, Term Loan
Credit Facility, 7.877% (LIBOR + 600 bps), 5/13/22 $ 1,219,218
---------------
Total Energy $ 3,100,376
---------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.7%
Health Care Services -- 0.4%
987,342 HC Group Holdings III, Inc., First Lien Initial Term Loan,
6.877% (LIBOR + 500 bps), 4/7/22 $ 1,002,152
197,487 nThrive, Inc. (fka Precyse Acquisition Corp.), Additional
Term B-2 Loan, 6.377% (LIBOR + 450 bps), 10/20/22 198,289
---------------
$ 1,200,441
---------------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.3%
1,313,405^ Medical Card System, Inc., Term Loan, 1.5%
(LIBOR + 50 bps), 5/31/19 $ 853,713
---------------
Total Health Care Equipment & Services $ 2,054,154
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.3%
Personal Products -- 0.3%
1,114,255 Revlon Consumer Products Corp., Initial Term B
Loan, 5.377% (LIBOR + 350 bps), 9/7/23 $ 887,690
---------------
Total Household & Personal Products $ 887,690
---------------------------------------------------------------------------------------------------------------
INSURANCE -- 0.6%
Property & Casualty Insurance -- 0.6%
1,885,452 Confie Seguros Holding II Co., Second Lien Term
Loan, 11.484% (LIBOR + 950 bps), 5/8/19 $ 1,835,959
---------------
Total Insurance $ 1,835,959
---------------------------------------------------------------------------------------------------------------
MATERIALS -- 0.5%
Paper Packaging -- 0.4%
1,230,921 Caraustar Industries, Inc., Refinancing Term Loan,
7.802% (LIBOR + 550 bps), 3/14/22 $ 1,237,076
---------------------------------------------------------------------------------------------------------------
Paper Products -- 0.1%
334,510 Ranpak Corp., Second Lien Initial Term Loan,
9.072% (LIBOR + 725 bps), 10/3/22 $ 338,692
---------------
Total Materials $ 1,575,768
---------------------------------------------------------------------------------------------------------------
MEDIA -- 0.9%
Publishing -- 0.9%
43,375 Lee Enterprises, Inc., First Lien Term Loan, 8.127%
(LIBOR + 625 bps), 3/31/19 $ 43,509
2,775,563 McGraw-Hill Global Education Holdings LLC, First Lien
Term B Loan, 5.877% (LIBOR + 400 bps), 5/4/22 2,744,987
---------------
Total Media $ 2,788,496
---------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE
SCIENCES -- 0.2%
Life Sciences Tools & Services -- 0.2%
500,000 Albany Molecular Research, Inc., Second Lien Initial
Term Loan, 8.877% (LIBOR + 700 bps), 8/30/25 $ 504,375
---------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 504,375
---------------------------------------------------------------------------------------------------------------
RETAILING -- 0.9%
Automotive Retail -- 0.3%
982,873 CWGS Group LLC, Term Loan, 4.703% (LIBOR +
300 bps), 11/23/23 $ 986,313
---------------------------------------------------------------------------------------------------------------
Department Stores -- 0.6%
1,994,805 Neiman Marcus Group, Ltd., LLC, Other Term Loan,
4.941%, (LIBOR + 325 bps), 10/25/20 $ 1,728,623
---------------
Total Retailing $ 2,714,936
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 15
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 0.1%
Application Software -- 0.1%
500,000 STG-Fairway Acquisitions, Inc., First Lien Term Loan,
7.127% (LIBOR + 525 bps), 6/30/22 $ 500,625
---------------
Total Software & Services $ 500,625
---------------------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE
LOAN INTERESTS
(Cost $20,482,348) $ 20,136,927
---------------------------------------------------------------------------------------------------------------
CORPORATE BONDS & NOTES --
114.2% of Net Assets
AUTOMOBILES & COMPONENTS -- 1.9%
Auto Parts & Equipment -- 1.0%
EUR 360,000(c) IHO Verwaltungs GmbH, 3.25% (3.25% PIK or
0.0% cash), 9/15/23 (144A) $ 455,347
EUR 840,000(c) IHO Verwaltungs GmbH, 3.75% (3.75% PIK or
0.0% cash), 9/15/26 (144A) 1,077,027
1,744,000 International Automotive Components Group SA,
9.125%, 6/1/18 (144A) 1,650,260
---------------
$ 3,182,634
---------------------------------------------------------------------------------------------------------------
Automobile Manufacturers -- 0.9%
600,000 Dana Financing Luxembourg S.a.r.l., 5.75%,
4/15/25 (144A) $ 611,250
2,020,000 TI Group Automotive Systems LLC, 8.75%,
7/15/23 (144A) 2,121,000
---------------
$ 2,732,250
---------------
Total Automobiles & Components $ 5,914,884
---------------------------------------------------------------------------------------------------------------
BANKS -- 3.6%
Diversified Banks -- 2.5%
1,200,000 Access Bank Plc, 10.5%, 10/19/21 (144A) $ 1,343,160
200,000(a) Banco Nacional de Comercio Exterior SNC, 3.8%
(5 Year Constant Maturity Treasury Index + 300 bps),
8/11/26 (144A) 196,000
600,000(a)(d) Bank of America Corp., 6.5% (3 Month USD
LIBOR + 417 bps) 645,060
1,239,000(a)(d) Goldman Sachs Capital II, 4.0% (3 Month USD
LIBOR + 77 bps) 1,041,689
675,000(a)(d) Intesa Sanpaolo S.p.A., 7.7% (5 Year USD Swap
Rate + 546 bps) (144A) 707,062
200,000(a)(d) Royal Bank of Scotland Group Plc, 7.5% (5 Year
USD Swap Rate + 580 bps) 208,000
2,250,000(a)(d) Royal Bank of Scotland Group Plc, 8.625% (5 Year
USD Swap Rate + 760 bps) 2,444,063
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Diversified Banks -- (continued)
980,000(a)(d) Societe Generale SA, 7.375% (5 Year USD Swap
Rate + 624 bps) (144A) $ 1,042,475
---------------
$ 7,627,509
---------------------------------------------------------------------------------------------------------------
Thrifts & Mortgage Finance -- 1.1%
3,415,000 Provident Funding Associates LP / PFG Finance
Corp., 6.375%, 6/15/25 (144A) $ 3,427,806
---------------
Total Banks $ 11,055,315
---------------------------------------------------------------------------------------------------------------
CAPITAL GOODS -- 2.3%
Aerospace & Defense -- 0.4%
1,085,000 Engility Corp., 8.875%, 9/1/24 $ 1,128,074
---------------------------------------------------------------------------------------------------------------
Agricultural And Farm Machinery -- 0.5%
1,470,000 Titan International, Inc., 6.5%, 11/30/23 (144A) $ 1,514,100
---------------------------------------------------------------------------------------------------------------
Building Products -- 0.1%
400,000 Griffon Corp., 5.25%, 3/1/22 $ 401,620
---------------------------------------------------------------------------------------------------------------
Construction & Engineering -- 0.3%
486,498(c) Abengoa Abenewco 2 SAU, 1.5% (1.5% PIK or
0.0% cash), 3/31/23 (144A) $ 72,975
975,000 Tutor Perini Corp., 6.875%, 5/1/25 (144A) 1,004,250
---------------
$ 1,077,225
---------------------------------------------------------------------------------------------------------------
Construction Machinery & Heavy Trucks -- 0.1%
330,000 Meritor, Inc., 6.25%, 2/15/24 $ 342,788
---------------------------------------------------------------------------------------------------------------
Industrial Conglomerates -- 0.7%
1,050,000 APTIM Corp., 7.75%, 6/15/25 (144A) $ 908,250
858,000 JB Poindexter & Co., Inc., 9.0%, 4/1/22 (144A) 884,812
335,000 Park-Ohio Industries, Inc., 6.625% (USD LIBOR +
625 bps), 4/15/27 346,725
---------------
$ 2,139,787
---------------------------------------------------------------------------------------------------------------
Industrial Machinery -- 0.2%
500,000 EnPro Industries, Inc., 5.875%, 9/15/22 $ 516,875
---------------
Total Capital Goods $ 7,120,469
---------------------------------------------------------------------------------------------------------------
CONSUMER DURABLES & APPAREL -- 3.0%
Homebuilding -- 2.2%
475,000 Beazer Homes USA, Inc., 6.75%, 3/15/25 $ 470,250
1,235,000 Beazer Homes USA, Inc., 8.75%, 3/15/22 1,330,712
800,000 Brookfield Residential Properties, Inc., 6.375%,
5/15/25 (144A) 810,000
1,500,000 KB Home, 7.0%, 12/15/21 1,606,875
790,000 KB Home, 7.5%, 9/15/22 867,025
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 17
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Homebuilding -- (continued)
1,035,000 KB Home, 7.625%, 5/15/23 $ 1,138,500
565,000 Taylor Morrison Communities, Inc. / Taylor Morrison
Holdings II, Inc., 5.625%, 3/1/24 (144A) 564,831
---------------
$ 6,788,193
---------------------------------------------------------------------------------------------------------------
Housewares & Specialties -- 0.1%
185,000 American Greetings Corp., 7.875%, 2/15/25 (144A) $ 186,387
---------------------------------------------------------------------------------------------------------------
Textiles -- 0.7%
2,220,000 Springs Industries, Inc., 6.25%, 6/1/21 $ 2,250,525
---------------
Total Consumer Durables & Apparel $ 9,225,105
---------------------------------------------------------------------------------------------------------------
CONSUMER SERVICES -- 9.0%
Casinos & Gaming -- 5.6%
1,115,000 Codere Finance 2 Luxembourg SA, 7.625%,
11/1/21 (144A) $ 1,128,938
1,325,000 Eldorado Resorts, Inc., 6.0%, 4/1/25 1,344,875
1,045,000 Golden Nugget, Inc., 6.75%, 10/15/24 (144A) 1,050,215
1,890,000 Golden Nugget, Inc., 8.75%, 10/1/25 (144A) 1,960,875
EUR 1,575,000 Intralot Capital Luxembourg SA, 6.75%, 9/15/21 (144A) 2,037,758
775,428(c)(e) Mashantucket Western Pequot Tribe, 6.5% (6.5% PIK
or 0.0% cash), 7/1/36 11,631
1,700,000 MGM Resorts International, 6.0%, 3/15/23 1,785,000
1,225,000 Scientific Games International, Inc., 6.25%, 9/1/20 1,226,531
2,350,000 Scientific Games International, Inc., 6.625%, 5/15/21 2,405,813
2,565,000 Scientific Games International, Inc., 10.0%, 12/1/22 2,762,184
1,500,000 Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp.,
5.25%, 5/15/27 (144A) 1,471,875
---------------
$ 17,185,695
---------------------------------------------------------------------------------------------------------------
Hotels, Resorts & Cruise Lines -- 1.8%
680,000 Hilton Grand Vacations Borrower LLC / Hilton Grand
Vacations Borrower, Inc., 6.125%, 12/1/24 $ 722,500
540,000 Silversea Cruise Finance, Ltd., 7.25%, 2/1/25 (144A) 571,050
1,673,000 Viking Cruises, Ltd., 5.875%, 9/15/27 (144A) 1,585,167
2,790,000 Viking Cruises, Ltd., 6.25%, 5/15/25 (144A) 2,790,000
---------------
$ 5,668,717
---------------------------------------------------------------------------------------------------------------
Restaurants -- 0.5%
2,000,000 PF Chang's China Bistro, Inc., 10.25%, 6/30/20 (144A) $ 1,560,000
---------------------------------------------------------------------------------------------------------------
Specialized Consumer Services -- 1.1%
1,795,000 Monitronics International, Inc., 9.125%, 4/1/20 $ 1,376,227
2,010,000 StoneMor Partners LP / Cornerstone Family
Services WV, 7.875%, 6/1/21 1,984,875
---------------
$ 3,361,102
---------------
Total Consumer Services $ 27,775,514
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 3.9%
Consumer Finance -- 1.3%
1,030,000 Jefferies Finance LLC / JFIN Co-Issuer Corp.,
7.375%, 4/1/20 (144A) $ 1,040,300
735,000 Navient Corp., 6.625%, 7/26/21 763,481
500,000 Quicken Loans, Inc., 5.75%, 5/1/25 (144A) 498,750
1,720,000 TMX Finance LLC / TitleMax Finance Corp., 8.5%,
9/15/18 (144A) 1,638,300
---------------
$ 3,940,831
---------------------------------------------------------------------------------------------------------------
Diversified Capital Markets -- 0.3%
700,000(a)(d) Credit Suisse Group AG, 7.5% (5 Year USD Swap
Rate + 460 bps) (144A) $ 757,880
---------------------------------------------------------------------------------------------------------------
Other Diversified Financial Services -- 1.1%
3,000,000^(f)(g) Fixed Income Trust Series 2013-A, 0.0%,
10/15/97 (144A) $ 3,418,640
---------------------------------------------------------------------------------------------------------------
Specialized Finance -- 1.1%
425,000 Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 7/1/21 $ 431,375
2,845,000 Nationstar Mortgage LLC / Nationstar Capital Corp.,
6.5%, 6/1/22 2,912,569
---------------
$ 3,343,944
---------------------------------------------------------------------------------------------------------------
Supranational -- 0.1%
IDR 5,800,000,000 European Investment Bank, 7.2%, 7/9/19 (144A) $ 427,371
---------------
Total Diversified Financials $ 11,888,666
---------------------------------------------------------------------------------------------------------------
ENERGY -- 25.4%
Integrated Oil & Gas -- 1.8%
305,000 Ascent Resources Utica Holdings LLC / ARU Finance
Corp., 10.0%, 4/1/22 (144A) $ 329,400
2,100,000 Indigo Natural Resources LLC, 6.875%, 2/15/26 (144A) 1,979,250
650,000 Petrobras Global Finance BV, 7.375%, 1/17/27 704,275
1,000,000 YPF SA, 6.95%, 7/21/27 (144A) 1,004,100
750,000 YPF SA, 8.875%, 12/19/18 (144A) 778,125
ARS 15,750,000 YPF SA, 16.5%, 5/9/22 (144A) 738,732
---------------
$ 5,533,882
---------------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- 2.0%
400,000 Ensco Plc, 7.75%, 2/1/26 $ 367,000
1,500,000 Precision Drilling Corp., 7.125%, 1/15/26 (144A) 1,485,000
280,000 Rowan Cos., Inc., 4.875%, 6/1/22 254,100
2,434,000 Rowan Cos., Inc., 5.4%, 12/1/42 1,703,800
131,000 Rowan Cos., Inc., 5.85%, 1/15/44 93,010
785,000 Shelf Drilling Holdings, Ltd., 8.25%, 2/15/25 (144A) 786,963
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 19
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Oil & Gas Drilling -- (continued)
320,000 Transocean, Inc., 7.5%, 1/15/26 (144A) $ 315,200
1,150,000 Trinidad Drilling, Ltd., 6.625%, 2/15/25 (144A) 1,072,375
---------------
$ 6,077,448
---------------------------------------------------------------------------------------------------------------
Oil & Gas Equipment & Services -- 2.7%
1,308,000 Archrock Partners LP / Archrock Partners Finance
Corp., 6.0%, 4/1/21 $ 1,309,635
690,000 Archrock Partners LP / Archrock Partners Finance
Corp., 6.0%, 10/1/22 684,825
817,000 Calfrac Holdings LP, 7.5%, 12/1/20 (144A) 803,724
1,900,000 FTS International, Inc., 6.25%, 5/1/22 1,904,750
1,550,000 KCA Deutag UK Finance Plc, 9.625%, 4/1/23 (144A) 1,559,687
1,020,000 McDermott International, Inc., 8.0%, 5/1/21 (144A) 1,041,675
490,000 Noble Holding International, Ltd., 7.875%, 2/1/26 (144A) 482,650
350,000 SESI LLC, 7.75%, 9/15/24 (144A) 362,250
---------------
$ 8,149,196
---------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 8.9%
900,000 Alta Mesa Holdings LP / Alta Mesa Finance Services
Corp., 7.875%, 12/15/24 $ 937,125
115,000 Carrizo Oil & Gas, Inc., 7.5%, 9/15/20 116,725
502,000 Chesapeake Energy Corp., 8.0%, 12/15/22 (144A) 531,492
1,679,000 Covey Park Energy LLC / Covey Park Finance Corp.,
7.5%, 5/15/25 (144A) 1,662,210
1,000,000 Extraction Oil & Gas, Inc., 7.375%, 5/15/24 (144A) 1,045,000
1,220,000 Great Western Petroleum LLC / Great Western
Finance Corp., 9.0%, 9/30/21 (144A) 1,250,500
1,570,000 Gulfport Energy Corp., 6.0%, 10/15/24 1,489,537
1,000,000 Gulfport Energy Corp., 6.375%, 5/15/25 957,500
695,000 Halcon Resources Corp., 6.75%, 2/15/25 (144A) 678,494
145,000 Halcon Resources Corp., 6.75%, 2/15/25 142,462
300,000 MEG Energy Corp., 6.5%, 1/15/25 (144A) 291,000
1,519,000 MEG Energy Corp., 7.0%, 3/31/24 (144A) 1,253,175
330,000 Murphy Oil Corp., 6.875%, 8/15/24 344,025
2,175,000 Nostrum Oil & Gas Finance BV, 8.0%, 7/25/22 (144A) 2,232,912
1,185,000 Oasis Petroleum, Inc., 6.875%, 3/15/22 1,201,874
2,096,722(c) PetroQuest Energy, Inc., 10.0% (10% PIK or
0.0% cash), 2/15/21 1,677,378
470,000 Sanchez Energy Corp., 7.25%, 2/15/23 (144A) 472,350
2,935,000 Sanchez Energy Corp., 7.75%, 6/15/21 2,700,200
1,200,000 SM Energy Co., 5.0%, 1/15/24 1,113,000
2,083,000 SM Energy Co., 6.5%, 1/1/23 2,067,377
2,015,000 Whiting Petroleum Corp., 5.75%, 3/15/21 2,035,110
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- (continued)
1,125,000 Whiting Petroleum Corp., 6.625%, 1/15/26 (144A) $ 1,133,438
950,000 WPX Energy, Inc., 7.5%, 8/1/20 1,016,500
995,000 WPX Energy, Inc., 8.25%, 8/1/23 1,114,400
---------------
$ 27,463,784
---------------------------------------------------------------------------------------------------------------
Oil & Gas Refining & Marketing -- 2.6%
3,859,000 Calumet Specialty Products Partners LP / Calumet
Finance Corp., 6.5%, 4/15/21 $ 3,743,230
750,000 Calumet Specialty Products Partners LP / Calumet
Finance Corp., 7.75%, 4/15/23 740,625
274,737(b) EP PetroEcuador via Noble Sovereign Funding I, Ltd.,
7.925% (3 Month USD LIBOR + 563 bps), 9/24/19 276,797
1,350,000 PBF Holding Co., LLC / PBF Finance Corp.,
7.0%, 11/15/23 1,397,250
385,000 PBF Logistics LP / PBF Logistics Finance Corp.,
6.875%, 5/15/23 389,813
1,500,000 PBF Logistics LP / PBF Logistics Finance Corp.,
6.875%, 5/15/23 (144A) 1,518,750
---------------
$ 8,066,465
---------------------------------------------------------------------------------------------------------------
Oil & Gas Services & Equipment -- 0.2%
635,000 Exterran Energy Solutions LP / EES Finance Corp.,
8.125%, 5/1/25 (144A) $ 673,100
---------------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- 7.2%
1,145,000 Blue Racer Midstream LLC / Blue Racer Finance
Corp., 6.125%, 11/15/22 (144A) $ 1,165,037
250,000 Cheniere Corpus Christi Holdings LLC, 7.0%, 6/30/24 276,562
875,000 Crestwood Midstream Partners LP / Crestwood
Midstream Finance Corp., 6.25%, 4/1/23 881,562
910,000 DCP Midstream Operating LP, 5.6%, 4/1/44 920,238
1,210,000 Delek Logistics Partners LP, 6.75%, 5/15/25 (144A) 1,222,100
1,524,000(b) Energy Transfer Partners LP, 4.791% (3 Month USD
LIBOR + 302 bps), 11/1/66 1,341,120
248,000 EnLink Midstream Partners LP, 5.05%, 4/1/45 230,605
717,000 EnLink Midstream Partners LP, 5.6%, 4/1/44 716,554
350,000(a) Enterprise Products Operating LLC, 5.481% (3 Month
USD LIBOR + 371 bps), 8/1/66 350,896
766,000 Genesis Energy LP / Genesis Energy Finance Corp.,
6.5%, 10/1/25 750,680
2,500,000 Genesis Energy LP / Genesis Energy Finance Corp.,
6.75%, 8/1/22 2,565,625
1,410,000 Global Partners LP / GLP Finance Corp., 6.25%, 7/15/22 1,402,950
2,175,000 Global Partners LP / GLP Finance Corp., 7.0%, 6/15/23 2,191,313
1,240,000 Hess Infrastructure Partners LP / Hess Infrastructure
Partners Finance Corp., 5.625%, 2/15/26 (144A) 1,218,300
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 21
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Oil & Gas Storage & Transportation -- (continued)
1,850,000 ONEOK, Inc., 6.875%, 9/30/28 $ 2,158,058
360,000 Targa Resources Partners LP / Targa Resources
Partners Finance Corp., 4.125%, 11/15/19 360,900
1,325,000 TransMontaigne Partners LP / TLP Finance Corp.,
6.125%, 2/15/26 1,328,313
3,040,000 Williams Cos., Inc., 5.75%, 6/24/44 3,214,800
---------------
$ 22,295,613
---------------
Total Energy $ 78,259,488
---------------------------------------------------------------------------------------------------------------
FINANCIALS -- 1.5%
Diversified Capital Markets -- 1.5%
3,275,000 Freedom Mortgage Corp., 8.125%, 11/15/24 (144A) $ 3,356,875
1,290,000 Oxford Finance LLC / Oxford Finance Co-Issuer II,
Inc., 6.375%, 12/15/22 (144A) 1,319,025
---------------
Total Financials $ 4,675,900
---------------------------------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING -- 0.5%
Food Retail -- 0.5%
950,000 C&S Group Enterprises LLC, 5.375%, 7/15/22 (144A) $ 895,252
434,059(e) Tonon Luxembourg SA, 10.5%, 5/14/24 (144A) 177,993
805,000 Tops Holding LLC / Tops Markets II Corp., 8.0%,
6/15/22 (144A) 370,300
---------------
Total Food & Staples Retailing $ 1,443,545
---------------------------------------------------------------------------------------------------------------
FOOD, BEVERAGE & TOBACCO -- 4.5%
Agricultural Products -- 0.3%
1,037,796 Pinnacle Operating Corp., 9.0%, 5/15/23 (144A) $ 975,528
---------------------------------------------------------------------------------------------------------------
Packaged Foods & Meats -- 3.4%
440,000(e) CFG Investment SAC, 9.75%, 7/30/19 (144A) $ 475,200
1,775,000 JBS USA LUX SA / JBS USA Finance, Inc., 6.75%,
2/15/28 (144A) 1,704,000
2,244,000 MARB BondCo Plc, 6.875%, 1/19/25 (144A) 2,053,260
750,000 Marfrig Holdings Europe BV, 8.0%, 6/8/23 (144A) 754,688
1,200,000 Marfrig Holdings Europe BV, 11.25%, 9/20/21 (144A) 1,242,000
1,240,000 Minerva Luxembourg SA, 6.5%, 9/20/26 (144A) 1,190,400
1,250,000 Post Holdings, Inc., 5.0%, 8/15/26 (144A) 1,187,500
2,000,000 Post Holdings, Inc., 5.625%, 1/15/28 (144A) 1,910,000
---------------
$ 10,517,048
---------------------------------------------------------------------------------------------------------------
Tobacco -- 0.8%
340,000 Alliance One International, Inc., 8.5%, 4/15/21 (144A) $ 354,450
2,145,000 Alliance One International, Inc., 9.875%, 7/15/21 2,080,650
---------------
$ 2,435,100
---------------
Total Food, Beverage & Tobacco $ 13,927,676
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 4.8%
Health Care Facilities -- 3.7%
1,000,000 CHS/Community Health Systems, Inc., 6.25%, 3/31/23 $ 921,250
1,765,000 CHS/Community Health Systems, Inc., 6.875%, 2/1/22 1,021,494
610,000 CHS/Community Health Systems, Inc., 8.0%, 11/15/19 547,475
2,400,000 Kindred Healthcare, Inc., 6.375%, 4/15/22 2,412,013
2,000,000 Kindred Healthcare, Inc., 8.0%, 1/15/20 2,117,500
2,540,000 RegionalCare Hospital Partners Holdings, Inc.,
8.25%, 5/1/23 (144A) 2,641,600
360,000 Tenet Healthcare Corp., 7.5%, 1/1/22 (144A) 379,350
1,485,000 Universal Hospital Services, Inc., 7.625%, 8/15/20 1,496,137
---------------
$ 11,536,819
---------------------------------------------------------------------------------------------------------------
Health Care Services -- 1.1%
2,250,000 BioScrip, Inc., 8.875%, 2/15/21 $ 2,120,625
1,340,000 Team Health Holdings, Inc., 6.375%, 2/1/25 (144A) 1,149,184
---------------
$ 3,269,809
---------------
Total Health Care Equipment & Services $ 14,806,628
---------------------------------------------------------------------------------------------------------------
HOUSEHOLD & PERSONAL PRODUCTS -- 0.7%
Personal Products -- 0.7%
3,370,000 Revlon Consumer Products Corp., 6.25%, 8/1/24 $ 2,076,763
---------------
Total Household & Personal Products $ 2,076,763
---------------------------------------------------------------------------------------------------------------
INDUSTRIALS -- 0.3%
Aerospace & Defense -- 0.3%
745,000 Kratos Defense & Security Solutions, Inc., 6.5%,
11/30/25 (144A) $ 771,075
---------------
Total Industrials $ 771,075
---------------------------------------------------------------------------------------------------------------
INFORMATION TECHNOLOGY -- 1.0%
Data Processing & Outsourced Services -- 1.0%
3,250,000 Cardtronics, Inc. / Cardtronics USA, Inc., 5.5%,
5/1/25 (144A) $ 3,063,125
---------------
Total Information Technology $ 3,063,125
---------------------------------------------------------------------------------------------------------------
INSURANCE -- 7.0%
Multi-Line Insurance -- 2.1%
3,075,000(a) Liberty Mutual Group, Inc., 10.75% (3 Month USD
LIBOR + 712 bps), 6/15/58 (144A) $ 4,766,250
1,100,000 MetLife, Inc., 10.75%, 8/1/39 1,727,000
---------------
$ 6,493,250
---------------------------------------------------------------------------------------------------------------
Property & Casualty Insurance -- 2.0%
5,300,000 Hanover Insurance Corp., 7.625%, 10/15/25 $ 6,184,596
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 23
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Reinsurance - 2.9%
500,000+(h)(i) Arlington Re 2015, Variable Rate Notes, 8/1/18 $ 24,300
1,080,154+(h)(i) Berwick Re 2018-1, Variable Rate Notes, 12/31/21 1,098,841
700,000+(h)(i) Carnoustie Re 2015, Variable Rate Notes, 7/1/18 14,280
700,000+(h)(i) Carnoustie Re 2016, Variable Rate Notes, 11/30/20 75,740
1,000,000+(h)(i) Carnoustie Re 2017, Variable Rate Notes, 11/30/21 301,400
500,000+(h)(i) Clarendon Re 2018, Variable Rate Notes, 01/15/19 437,400
500,000+(h)(i) Cypress Re 2017, Variable Rate Notes, 1/10/19 228,800
500,000+(h)(i) Cypress Re 2018-1, Variable Rate Notes, 1/15/19 470,600
250,000+(h)(i) Gloucester Re 2018, Variable Rate Notes, 01/15/19 180,775
1,300,000+(h)(i) Gullane Re 2016-1, Variable Rate Notes, 11/30/20 28,340
1,000,000+(h)(i) Gullane Re 2017, Variable Rate Notes, 11/30/21 100,000
500,000+(h)(i) Harambee Re 2018, Variable Rate Notes, 12/31/21 501,550
266,042+(h)(i) Kilarney Re 2018, Variable Rate Notes, 4/15/19 292,407
250,000(b) Kilimanjaro Re, 8.471% (3 Month U.S. Treasury
Bill + 675 bps), 12/6/19 (144A) (Cat Bond) 250,637
250,000(b) Kilimanjaro Re, 10.971% (3 Month U.S. Treasury
Bill + 925 bps), 12/6/19 (144A) (Cat Bond) 251,375
250,000+(h)(i) Limestone Re, 2016-1, 8/31/21, Variable Rate Notes 246,975
250,000+(h)(i) Limestone Re, 2016-1, 8/31/21, Variable Rate Notes 246,975
800,000+(h)(i) Lorenz Re 2016, Ltd., Variable Rate Notes, 3/31/19 10,880
400,000+(h)(i) Lorenz Re 2017, Ltd., Variable Rate Notes, 3/31/20 341,280
500,000+(h)(i) Merion Re 2018-2, Variable Rate Notes, 12/31/21 523,450
250,000+(h)(i) Oyster Bay Re 2018, Variable Rate Notes, 01/15/19 227,025
1,000,000+(h)(i) Pangaea Re, 2015-1, Variable Rate Notes, 2/1/19 2,100
1,000,000+(h)(i) Pangaea Re, 2015-2, Variable Rate Notes, 11/30/19 7,700
1,200,000+(h)(i) Pangaea Re, 2016-1, Variable Rate Notes, 11/30/20 11,400
1,000,000+(h)(i) Pangaea Re, 2016-2, Variable Rate Notes, 11/30/20 65,800
500,000+(h)(i) Pangaea Re, 2017-1, Variable Rate Notes, 11/30/21 7,850
500,000+(h)(i) Pangaea Re, 2018-1, Variable Rate Notes, 12/31/21 503,500
400,000+(h)(i) Resilience Re, Variable Rate Notes, 4/6/18 358,000
800,000+(h)(i) Sector Re V, Series 6, Class D, Variable Rate Notes,
12/1/21 (144A) 212,240
500,000+(h)(i) Sector Re V, Series 7, Class G, Variable Rate Notes,
3/1/22 (144A) 413,700
500,000+(h)(i) Silverton Re, Variable Rate Notes, 9/17/18 (144A) 4,050
500,000+(h)(i) Silverton Re, Variable Rate Notes, 9/16/19 (144A) 190,000
500,000+(h)(i) St. Andrews Re, 2017-1, Variable Rate Notes, 2/1/19 101,200
500,000(b) Ursa Re, 6.0% (ZERO + 600 bps), 5/27/20 (144A)
(Cat Bond) 503,525
1,250,000+(h)(i) Versutus Re, 2016-A, Variable Rate Notes, 11/30/20 10,000
1,000,000+(h)(i) Versutus Re, Series 2017-A, Variable Rate Notes, 11/30/21 69,000
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Reinsurance -- (continued)
500,000+(h)(i) Versutus Re, 2018-A, Variable Rate Notes, 12/31/21 $ 505,900
250,000+(h)(i) Woburn Re 2018, Variable Rate Notes, 12/31/21 250,000
---------------
$ 9,068,995
---------------
Total Insurance $ 21,746,841
---------------------------------------------------------------------------------------------------------------
MATERIALS -- 11.5%
Commodity Chemicals -- 2.2%
3,250,000 Basell Finance Co. BV, 8.1%, 3/15/27 (144A) $ 4,175,056
2,316,000 Rain CII Carbon LLC / CII Carbon Corp., 7.25%,
4/1/25 (144A) 2,449,170
---------------
$ 6,624,226
---------------------------------------------------------------------------------------------------------------
Copper -- 1.4%
375,000 First Quantum Minerals, Ltd., 6.875%, 3/1/26 (144A) $ 356,250
1,750,000 First Quantum Minerals, Ltd., 7.25%, 4/1/23 (144A) 1,728,125
2,420,000 Freeport-McMoRan, Inc., 3.55%, 3/1/22 2,341,350
---------------
$ 4,425,725
---------------------------------------------------------------------------------------------------------------
Diversified Chemicals -- 1.1%
EUR 450,000 Avantor, Inc., 4.75%, 10/1/24 (144A) $ 549,617
754,000 Avantor, Inc., 6.0%, 10/1/24 (144A) 750,230
210,000 Blue Cube Spinco, Inc., 9.75%, 10/15/23 240,776
210,000 Blue Cube Spinco, Inc., 10.0%, 10/15/25 246,750
1,660,000 Evolution Escrow Issuer LLC, 7.5%, 3/15/22 (144A) 1,723,246
---------------
$ 3,510,619
---------------------------------------------------------------------------------------------------------------
Diversified Metals & Mining -- 1.4%
2,000,000 Aleris International, Inc., 9.5%, 4/1/21 (144A) $ 2,085,000
292,852(c) Boart Longyear Management Pty, Ltd., 10.0% (10%
PIK or 0.0% cash), 12/31/22 285,531
600,000 Hudbay Minerals, Inc., 7.25%, 1/15/23 (144A) 622,500
750,000 Hudbay Minerals, Inc., 7.625%, 1/15/25 (144A) 792,187
145,000 Teck Resources, Ltd., 8.5%, 6/1/24 (144A) 161,124
340,000 Vale Overseas, Ltd., 6.25%, 8/10/26 380,800
---------------
$ 4,327,142
---------------------------------------------------------------------------------------------------------------
Fertilizers & Agricultural Chemicals -- 0.1%
420,000 CVR Partners LP / CVR Nitrogen Finance Corp.,
9.25%, 6/15/23 (144A) $ 447,174
---------------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- 1.4%
EUR 400,000(c) ARD Finance SA, 6.625% (6.625% PIK or 0.0%
cash), 9/15/23 $ 519,160
400,000(c) ARD Finance SA, 7.125% (7.125% PIK or 0.0%
cash), 9/15/23 414,500
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 25
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Metal & Glass Containers -- (continued)
1,010,000 Ardagh Packaging Finance Plc / Ardagh Holdings
USA, Inc., 7.25%, 5/15/24 (144A) $ 1,074,387
1,085,000 Coveris Holdings SA, 7.875%, 11/1/19 (144A) 1,087,712
1,035,000 Reynolds Group Issuer, Inc. / Reynolds Group
Issuer LLC / Reynolds Group Issuer Lu, 7.0%,
7/15/24 (144A) 1,083,516
---------------
$ 4,179,275
---------------------------------------------------------------------------------------------------------------
Paper Packaging -- 1.9%
1,655,000 Eldorado International Finance GmbH, 8.625%,
6/16/21 (144A) $ 1,762,575
EUR 3,105,000 SIG Combibloc Holdings SCA, 7.75%, 2/15/23 (144A) 3,969,960
---------------
$ 5,732,535
---------------------------------------------------------------------------------------------------------------
Silver -- 0.5%
1,500,000 Coeur Mining, Inc., 5.875%, 6/1/24 $ 1,492,500
---------------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 1.1%
1,075,000 A Schulman, Inc., 6.875%, 6/1/23 $ 1,134,125
500,000 GCP Applied Technologies, Inc., 9.5%, 2/1/23 (144A) 550,450
1,400,000 Hexion US Finance Corp., 6.625%, 4/15/20 1,305,500
320,000 Koppers, Inc., 6.0%, 2/15/25 (144A) 326,944
---------------
$ 3,317,019
---------------------------------------------------------------------------------------------------------------
Steel -- 0.4%
460,000 SunCoke Energy Partners LP / SunCoke Energy
Partners Finance Corp., 7.5%, 6/15/25 (144A) $ 473,800
635,000 Zekelman Industries, Inc., 9.875%, 6/15/23 (144A) 698,500
---------------
$ 1,172,300
---------------
Total Materials $ 35,228,515
---------------------------------------------------------------------------------------------------------------
MEDIA -- 3.8%
Advertising -- 0.8%
2,540,000 MDC Partners, Inc., 6.5%, 5/1/24 (144A) $ 2,470,150
---------------------------------------------------------------------------------------------------------------
Broadcasting -- 0.4%
535,000 CBS Radio, Inc., 7.25%, 11/1/24 (144A) $ 545,031
670,000 CSC Holdings LLC, 5.5%, 4/15/27 (144A) 641,525
---------------
$ 1,186,556
---------------------------------------------------------------------------------------------------------------
Cable & Satellite -- 1.2%
1,885,000 DISH DBS Corp., 7.75%, 7/1/26 $ 1,767,659
2,000,000 Hughes Satellite Systems Corp., 6.625%, 8/1/26 1,990,000
---------------
$ 3,757,659
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Movies & Entertainment -- 1.4%
1,500,000 AMC Entertainment Holdings, Inc., 5.875%, 11/15/26 $ 1,473,750
675,000 AMC Entertainment Holdings, Inc., 6.125%, 5/15/27 664,943
1,400,000 Gibson Brands, Inc., 8.875%, 8/1/18 (144A) 1,113,000
1,115,000 Regal Entertainment Group, 5.75%, 2/1/25 1,147,056
---------------
$ 4,398,749
---------------
Total Media $ 11,813,114
---------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY &
LIFE SCIENCES -- 4.4%
Pharmaceuticals -- 4.4%
1,695,000 Endo, Dac / Endo Finance LLC / Endo Finco, Inc.,
6.0%, 7/15/23 (144A) $ 1,279,725
2,540,000 Endo, Dac / Endo Finance LLC / Endo Finco, Inc.,
6.0%, 2/1/25 (144A) 1,822,450
1,155,000 Horizon Pharma, Inc., 6.625%, 5/1/23 1,149,225
1,245,000 Horizon Pharma, Inc. / Horizon Pharma USA, Inc.,
8.75%, 11/1/24 (144A) 1,325,925
EUR 575,000 VRX Escrow Corp., 4.5%, 5/15/23 625,978
EUR 1,265,000 VRX Escrow Corp., 4.5%, 5/15/23 (144A) 1,377,152
3,130,000 VRX Escrow Corp., 5.875%, 5/15/23 (144A) 2,762,194
920,000 VRX Escrow Corp., 7.0%, 3/15/24 (144A) 959,100
2,250,000 West Street Merger Sub, Inc., 6.375%, 9/1/25 (144A) 2,143,125
---------------
Total Pharmaceuticals, Biotechnology &
Life Sciences $ 13,444,874
---------------------------------------------------------------------------------------------------------------
REAL ESTATE -- 1.1%
Specialized REIT -- 1.1%
3,480,000 Uniti Group, Inc. / CSL Capital LLC, 8.25%, 10/15/23 $ 3,288,600
---------------
Total Real Estate $ 3,288,600
---------------------------------------------------------------------------------------------------------------
RETAILING -- 1.5%
Automotive Retail -- 0.4%
1,385,000 Asbury Automotive Group, Inc., 6.0%, 12/15/24 $ 1,409,238
---------------------------------------------------------------------------------------------------------------
Department Stores -- 1.1%
850,000 JC Penney Corp., Inc., 8.625%, 3/15/25 (144A) $ 799,000
900,000 Neiman Marcus Group, Ltd., LLC, 8.0%,
10/15/21 (144A) 569,250
1,250,000 PetSmart, Inc., 5.875%, 6/1/25 (144A) 903,125
1,932,000 PetSmart, Inc., 7.125%, 3/15/23 (144A) 1,096,410
---------------
$ 3,367,785
---------------
Total Retailing $ 4,777,023
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 27
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 0.7%
Semiconductors -- 0.7%
425,000 Micron Technology, Inc., 5.5%, 2/1/25 $ 440,938
1,715,000 Micron Technology, Inc., 5.625%, 1/15/26 (144A) 1,775,025
---------------
Total Semiconductors & Semiconductor Equipment $ 2,215,963
---------------------------------------------------------------------------------------------------------------
SOFTWARE & SERVICES -- 2.0%
Data Processing & Outsourced Services -- 0.3%
805,000 First Data Corp., 7.0%, 12/1/23 (144A) $ 845,009
---------------------------------------------------------------------------------------------------------------
Internet Software & Services -- 0.6%
1,500,000 Cimpress NV, 7.0%, 4/1/22 (144A) $ 1,563,750
285,000 j2 Cloud Services LLC / j2 Global Co-Obligor, Inc.,
6.0%, 7/15/25 (144A) 291,769
---------------
$ 1,855,519
---------------------------------------------------------------------------------------------------------------
IT Consulting & Other Services -- 1.1%
555,000 Dell International LLC / EMC Corp., 7.125%,
6/15/24 (144A) $ 593,556
3,005,000 Rackspace Hosting, Inc., 8.625%, 11/15/24 (144A) 2,967,437
---------------
$ 3,560,993
---------------
Total Software & Services $ 6,261,521
---------------------------------------------------------------------------------------------------------------
TECHNOLOGY HARDWARE & EQUIPMENT -- 1.6%
Communications Equipment -- 0.2%
645,000 CommScope Technologies LLC, 6.0%, 6/15/25 (144A) $ 671,122
---------------------------------------------------------------------------------------------------------------
Technology Hardware, Storage & Peripherals -- 1.4%
3,955,000 Diebold Nixdorf, Inc., 8.5%, 4/15/24 $ 4,162,638
---------------
Total Technology Hardware & Equipment $ 4,833,760
---------------------------------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES -- 9.0%
Integrated Telecommunication Services -- 5.3%
1,075,000 CB Escrow Corp., 8.0%, 10/15/25 (144A) $ 1,001,094
3,500,000 CenturyLink, Inc., 5.625%, 4/1/25 3,158,750
600,000 Cincinnati Bell, Inc., 7.0%, 7/15/24 (144A) 537,000
2,890,000 Frontier Communications Corp., 7.125%, 1/15/23 1,949,854
4,480,000 Frontier Communications Corp., 11.0%, 9/15/25 3,357,200
1,975,000 GCI, Inc., 6.75%, 6/1/21 1,999,687
1,725,000 GCI, Inc., 6.875%, 4/15/25 1,806,937
515,000 Windstream Services LLC / Windstream Finance
Corp., 8.625%, 10/31/25 (144A) 476,375
3,703,000 Windstream Services LLC / Windstream Finance
Corp., 8.75%, 12/15/24 (144A) 2,194,028
---------------
$ 16,480,925
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Wireless Telecommunication Services -- 3.7%
1,085,000 Altice Financing SA, 6.625%, 2/15/23 (144A) $ 1,074,150
300,000 Altice Finco SA, 8.125%, 1/15/24 (144A) 309,000
1,025,000 Digicel Group, Ltd., 8.25%, 9/30/20 (144A) 881,500
3,080,000 Sprint Corp., 7.125%, 6/15/24 3,003,000
2,150,000 Sprint Corp., 7.25%, 9/15/21 2,222,563
41,000 Sprint Corp., 7.625%, 3/1/26 40,004
400,000 Unison Ground Lease Funding LLC, 5.78%,
3/15/20 (144A) 397,051
3,950,000 Wind Tre S.p.A., 5.0%, 1/20/26 (144A) 3,346,124
---------------
$ 11,273,392
---------------
Total Telecommunication Services $ 27,754,317
---------------------------------------------------------------------------------------------------------------
TRANSPORTATION -- 1.7%
Airlines -- 0.8%
280,000 Fly Leasing, Ltd., 6.375%, 10/15/21 $ 290,850
1,685,000 Intrepid Aviation Group Holdings LLC / Intrepid
Finance Co., 6.875%, 2/15/19 (144A) 1,659,725
600,000 United Continental Holdings, Inc., 6.375%, 6/1/18 601,500
---------------
$ 2,552,075
---------------------------------------------------------------------------------------------------------------
Marine -- 0.3%
1,025,000 Navios South American Logistics, Inc. / Navios
Logistics Finance US, Inc., 7.25%, 5/1/22 (144A) $ 973,750
---------------------------------------------------------------------------------------------------------------
Trucking -- 0.6%
2,000,000 syncreon Group BV / syncreon Global Finance US,
Inc., 8.625%, 11/1/21 (144A) $ 1,640,000
---------------
Total Transportation $ 5,165,825
---------------------------------------------------------------------------------------------------------------
UTILITIES -- 7.5%
Electric Utilities -- 0.9%
825,000 Cemig Geracao e Transmissao SA, 9.25%,
12/5/24 (144A) $ 886,463
1,010,000(a) Enel S.p.A., 8.75% (5 Year USD Swap Rate +
588 bps), 9/24/73 (144A) 1,196,850
795,000 Stoneway Capital Corp., 10.0%, 3/1/27 (144A) 864,133
---------------
$ 2,947,446
---------------------------------------------------------------------------------------------------------------
Gas Utilities -- 1.2%
3,005,000 Ferrellgas LP / Ferrellgas Finance Corp.,
6.75%, 6/15/23 $ 2,734,550
950,000 Ferrellgas Partners LP / Ferrellgas Partners
Finance Corp., 8.625%, 6/15/20 871,625
---------------
$ 3,606,175
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 29
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Independent Power Producers &
Energy Traders -- 5.4%
4,581,000 Calpine Corp., 5.75%, 1/15/25 $ 4,191,615
2,986,000 Dynegy, Inc., 8.0%, 1/15/25 (144A) 3,247,275
525,000 NRG Energy, Inc., 6.25%, 5/1/24 540,750
2,915,000 NRG Energy, Inc., 6.625%, 1/15/27 2,980,587
950,000 NRG Energy, Inc., 7.25%, 5/15/26 1,004,910
1,640,040 NSG Holdings LLC / NSG Holdings, Inc., 7.75%,
12/15/25 (144A) 1,799,944
2,620,000(f) TerraForm Power Operating LLC, 6.625%, 6/15/25 (144A) 2,816,500
---------------
$ 16,581,581
---------------
Total Utilities $ 23,135,202
---------------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS & NOTES
(Cost $345,767,393) $ 351,669,708
---------------------------------------------------------------------------------------------------------------
CONVERTIBLE BONDS & NOTES --
3.4% of Net Assets
CAPITAL GOODS -- 1.8%
Construction Machinery & Heavy Trucks -- 1.8%
2,625,000 Meritor, Inc., 7.875%, 3/1/26 $ 5,114,117
---------------
Total Capital Goods $ 5,114,117
---------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.3%
Health Care Supplies -- 0.3%
1,250,000 Endologix, Inc., 3.25%, 11/1/20 $ 1,075,000
---------------
Total Health Care Equipment & Services $ 1,075,000
---------------------------------------------------------------------------------------------------------------
MATERIALS -- 1.3%
Diversified Metals & Mining -- 0.0%
1,422,679,000^ PT Bakrie & Brothers Tbk, 0.0%, 12/22/22 $ 103,355
---------------------------------------------------------------------------------------------------------------
Specialty Chemicals -- 1.3%
4,000,000(j) Hercules LLC, 6.5%, 6/30/29 $ 4,030,000
---------------
Total Materials $ 4,133,355
---------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS & NOTES
(Cost $6,387,155) $ 10,322,472
---------------------------------------------------------------------------------------------------------------
SOVEREIGN DEBT OBLIGATIONS --
1.4% of Net Assets
Argentina -- 1.0%
ARS 12,142,000(g) Letras del Banco Central de la Republica
Argentina, 4/18/18 $ 593,904
2,405,000 Provincia del Chubut Argentina, 7.75%,
7/26/26 (144A) 2,314,813
---------------
$ 2,908,717
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
Russia -- 0.4%
1,102,000(f) Russian Government International Bond, 7.5%, 3/31/30 $ 1,246,362
---------------------------------------------------------------------------------------------------------------
TOTAL SOVEREIGN DEBT OBLIGATIONS
(Cost $3,907,498) $ 4,155,079
---------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY
OBLIGATION -- 0.5% of Net Assets
1,500,000(b) U.S. Treasury Notes, 1.958%, (3 Month Treasury
Yield), 4/30/18 $ 1,500,299
---------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION
(Cost $1,499,985) $ 1,500,299
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Shares
---------------------------------------------------------------------------------------------------------------
COMMON STOCKS -- 0.2% of Net Assets
CAPITAL GOODS -- 0.0%+
Construction & Engineering -- 0.0%+
1,307,384(k) Abengoa SA, Class B $ 16,890
---------------------------------------------------------------------------------------------------------------
Industrial Machinery -- 0.0%+
33,171^(k) Liberty Tire Recycling LLC $ 332
---------------
Total Capital Goods $ 17,222
---------------------------------------------------------------------------------------------------------------
ENERGY -- 0.0%+
Coal & Consumable Fuels -- 0.0%+
3,022(k) Alpha Natural Resources Holdings, Inc. $ 72,623
16 Contura Energy, Inc. 1,072
---------------
$ 73,695
---------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.0%+
932(k) Midstates Petroleum Co., Inc. $ 12,423
40,561(k) PetroQuest Energy, Inc. 23,554
---------------
$ 35,977
---------------
Total Energy $ 109,672
---------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.1%
Health Care Services -- 0.1%
11,376(k) ANR, Inc., Class C $ 273,024
---------------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.0%+
244,563^(k) Medical Card System, Inc. $ 2,446
---------------
Total Health Care Equipment & Services $ 275,470
---------------------------------------------------------------------------------------------------------------
RETAILING -- 0.1%
Computer & Electronics Retail -- 0.1%
68,241^(k) Targus Cayman SubCo., Ltd. $ 134,435
---------------
Total Retailing $ 134,435
---------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $3,122,410) $ 536,799
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 31
Schedule of Investments | 3/31/18 (continued)
---------------------------------------------------------------------------------------------------------------
Shares Value
---------------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS --
1.6% of Net Assets
BANKS -- 1.5%
Diversified Banks -- 1.5%
3,355(d) Bank of America Corp., 7.25% $ 4,326,105
---------------
Total Banks $ 4,326,105
---------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE
SCIENCES -- 0.1%
Pharmaceuticals -- 0.1%
1,000 Teva Pharmaceutical Industries, Ltd., 7.0%, 12/15/18 $ 329,120
---------------
Total Pharmaceuticals, Biotechnology & Life Sciences $ 329,120
---------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $4,135,786) $ 4,655,225
---------------------------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 2.2% of Net Assets
BANKS -- 1.1%
Diversified Banks -- 1.1%
132,750(a) GMAC Capital Trust I, 7.624% (3 Month USD
LIBOR + 579 bps), 2/15/40 $ 3,448,845
---------------
Total Banks $ 3,448,845
---------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS -- 1.1%
Specialized Finance -- 1.1%
3,000(a)(d) Compeer Financial ACA, 6.75% (USD LIBOR +
500 bps) (144A) $ 3,225,000
---------------
Total Diversified Financials $ 3,225,000
---------------------------------------------------------------------------------------------------------------
MATERIALS -- 0.0%+
Diversified Chemicals -- 0.0%+
1,062,203^(k) Pinnacle Agriculture $ 106,220
---------------
Total Materials $ 106,220
---------------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $7,201,120) $ 6,780,065
---------------------------------------------------------------------------------------------------------------
RIGHTS / WARRANTS -- 0.0%+ of Net Assets
ENERGY -- 0.0%+
Coal & Consumable Fuels -- 0.0%+
354(k)(l) Contura Energy, Inc., 7/26/23 $ 9,027
---------------------------------------------------------------------------------------------------------------
Oil & Gas Exploration & Production -- 0.0%+
6,606^(k)(m) Midstates Petroleum Co., Inc., 4/21/20 $ --
---------------
Total Energy $ 9,027
---------------------------------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SERVICES -- 0.0%+
Health Care Services -- 0.0%+
1,819,798(k)(n) ANR, Inc., 3/31/23 $ 24,203
---------------
Total Health Care Equipment & Services $ 24,203
---------------------------------------------------------------------------------------------------------------
TOTAL RIGHTS / WARRANTS
(Cost $308,612) $ 33,230
---------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/18
---------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
---------------------------------------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS --
7.2% of Net Assets
TREASURY BILLS -- 7.2%
4,400,000(g) U.S. Treasury Bills, 4/12/18 $ 4,398,000
7,700,000(g) U.S. Treasury Bills, 4/19/18 7,694,060
10,000,000(g) U.S. Treasury Bills, 4/26/18 9,989,367
---------------
$ 22,081,427
---------------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $22,079,686) $ 22,081,427
---------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED
ISSUERS -- 138.1%
(Cost $417,786,590) (o) $ 424,595,292
---------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (38.1)% $ (117,184,901)
---------------------------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 307,410,391
===============================================================================================================
bps Basis Points.
LIBOR London Interbank Offered Rate.
REIT Real Estate Investment Trust.
ZERO Zero Constant Index.
(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, 2018, the value of these securities
amounted to $190,945,718, or 62.1% of net assets.
(Cat Bond) Catastrophe or event-linked bond. At March 31, 2018, the value of
these securities amounted to $1,005,537, or 0.3% of net assets.
See Notes to Financial Statements -- Note 1F.
+ Amount rounds to less than 0.1%.
* Senior secured floating rate loan interests in which the Trust
invests generally pay interest at rates that are periodically
redetermined by reference to a base lending rate plus a premium.
These base lending rates are generally (i) the lending rate
offered by one or more major European banks, such as LIBOR, (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, 2018.
+ Securities that used significant unobservable inputs to determine
their value.
^ Security is valued using fair value methods (other than supplied
by independent pricing services). See Notes to Financial
Statements -- Note 1A.
(a) The interest rate is subject to change periodically. The interest
rate, reference index and spread shown at March 31, 2018.
(b) Floating rate note. Coupon rate, reference index and spread shown
at March 31, 2018.
(c) Payment in Kind (PIK) security which may pay interest in the form
of additional principal amount.
(d) Security is perpetual in nature and has no stated maturity date.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 33
Schedule of Investments | 3/31/18 (continued)
(e) Security is in default.
(f) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specific date. The rate shown is the rate at
March 31, 2018.
(g) Security issued with a zero coupon. Income is recognized through
accretion of discount.
(h) Structured reinsurance investment. At March 31, 2018, the value of
these securities amounted to $8,063,458, or 2.6% of net assets.
See Notes to Financial Statements -- Note 1F.
(i) Rate to be determined.
(j) Security is priced as a unit.
(k) Non-income producing security.
(l) Contura Energy warrants are exercisable into 407 shares.
(m) Midstates Petroleum warrants are exercisable into 6,606 shares.
(n) ANR warrants are exercisable into 1,819,798 shares.
(o) Distributions of investments by country of issue, as a percentage
of long-term holdings based on country of domicile, is as follows:
United States 79.3%
Luxembourg 3.6
Netherlands 3.1
Bermuda 2.3
United Kingdom 2.2
Canada 2.1
Argentina 1.6
Italy 1.3
Ireland 1.1
Other (individually less than 1%) 3.4
-----
100.0%
=====
FORWARD FOREIGN CURRENCY CONTRACT
--------------------------------------------------------------------------------------------
In
Currency Exchange Currency Settlement Unrealized
Purchased for Sold Deliver Counterparty Date Appreciation
--------------------------------------------------------------------------------------------
USD 5,940,838 EUR (4,803,800) JPMorgan 4/30/18 $18,884
Chase Bank NA
--------------------------------------------------------------------------------------------
TOTAL FORWARD FOREIGN CURRENCY CONTRACT $18,884
============================================================================================
SWAP CONTRACTS
CENTRALLY CLEARED INTEREST RATE SWAP CONTRACT
-------------------------------------------------------------------------------------------------------------
Annual
Notional Pay/ Fixed Pay/ Floating Expiration Premiums Unrealized Market
Amount ($) Receive (1) Rate Receive(2) Rate Date Received Appreciation Value
-------------------------------------------------------------------------------------------------------------
22,500,000 Pay 1.59% Receive LIBOR USD 11/9/20 $101 $491,149 $491,250
3 Month
-------------------------------------------------------------------------------------------------------------
TOTAL CENTRALLY CLEARED INTEREST RATE SWAP CONTRACT $101 $491,149 $491,250
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/18
OVER THE COUNTER (OTC) CREDIT DEFAULT SWAP CONTRACTS -- SELL PROTECTION
-------------------------------------------------------------------------------------------------------------------------
Obligation Annual
Notional Reference/ Pay/ Fixed Expiration Premiums Unrealized Market
Amount ($)(3) Counterparty Index Receive(2) Rate Date Paid Appreciation Value
-------------------------------------------------------------------------------------------------------------------------
485,000 Goldman Sachs Chesapeake Receive 5.00% 6/20/22 $ (59,412) $ 44,210 $ (15,202)
International Energy Corp.
310,000 Goldman Sachs Chesapeake Receive 5.00% 6/20/22 (37,975) 28,258 (9,717)
International Energy Corp.
515,000 Goldman Sachs Chesapeake Receive 5.00% 6/20/22 (57,938) 41,795 (16,143)
International Energy Corp.
1,020,000 Citibank NA JC Penney Receive 5.00% 12/20/20 (132,600) 93,095 (39,505)
Corp., Inc.
-------------------------------------------------------------------------------------------------------------------------
TOTAL OVER THE COUNTER (OTC) CREDIT DEFAULT SWAP
CONTRACTS -- SELL PROTECTION $(287,925) $207,358 $ (80,567)
=========================================================================================================================
TOTAL SWAP CONTRACTS $(287,824) $698,507 $ 410,683
=========================================================================================================================
(1) Pays Semiannually.
(2) Receives Quarterly.
(3) The notional amount is the maximum amount that a seller of credit
protection would be obligated to pay upon occurrence of a credit event.
Principal amounts are denominated in U.S. dollars unless otherwise noted.
ARS -- Argentine Peso
EUR -- Euro
IDR -- Indonesian Rupiah
USD -- United States Dollar
Purchases and sales of securities (excluding temporary cash investments) for the
year ended March 31, 2018 were as follows:
--------------------------------------------------------------------------------
Purchases Sales
--------------------------------------------------------------------------------
Long-Term U.S. Government $ -- $ --
Other Long-Term Securities $119,141,469 $130,834,503
The Trust is permitted to engage in purchase and sale transactions ("cross
trades") with certain funds and accounts for which Amundi Pioneer Asset
Management, Inc., formerly Pioneer Investment Management, Inc. (the "Adviser"),
serves as the investment adviser, as set forth in Rule 17a-7 under the
Investment Company Act of 1940, pursuant to procedures adopted by the Board of
Trustees. Under these procedures, cross trades are effected at current market
prices. During the year ended March 31, 2018, the Trust engaged in purchases and
sales pursuant to these procedures amounting to $2,982,661 and $1,266,268,
respectively, resulting in a net realized gain of $12,890.
At March 31, 2018, the net unrealized appreciation on investments based on cost
for federal tax purposes of $418,535,286 was as follows:
Aggregate gross unrealized appreciation for all investments in which there
is an excess of value over tax cost $ 27,060,079
Aggregate gross unrealized depreciation for all investments in which there
is an excess of tax cost over value (20,570,506)
------------
Net unrealized appreciation $ 6,489,573
============
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 35
Schedule of Investments | 3/31/18 (continued)
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 following is a summary of the inputs used as of March 31, 2018, in valuing
the Trust's investments.
----------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
----------------------------------------------------------------------------------------
Asset Backed Security $ -- $ 301,868 $ -- $ 301,868
Collateralized Mortgage
Obligations -- 1,059,636 -- 1,059,636
Commercial Mortgage-
Backed Securities -- 1,362,557 -- 1,362,557
Senior Secured Floating
Rate Loan Interests
Capital Goods
Aerospace & Defense -- 617,834 2,171,070 2,788,904
Health Care
Equipment & Services
Health Care Technology -- -- 853,713 853,713
All Other Senior Secured
Floating Rate
Loan Interests -- 16,494,310 -- 16,494,310
Corporate Bonds & Notes
Diversified Financials
Other Diversified
Financial Services -- -- 3,418,640 3,418,640
Insurance
Reinsurance -- 1,005,537 8,063,458 9,068,995
All Other Corporate
Bonds & Notes -- 339,182,073 -- 339,182,073
Convertible Bonds & Notes -- 10,322,472 -- 10,322,472
Sovereign Debt Obligations -- 4,155,079 -- 4,155,079
U.S. Government and
Agency Obligation -- 1,500,299 -- 1,500,299
Common Stocks
Capital Goods
Industrial Machinery -- -- 332 332
Energy
Coal &
Consumable Fuels 1,072 72,623 -- 73,695
Health Care
Equipment &
Services Health Care
Technology -- -- 2,446 2,446
Retailing
Computer &
Electronics Retail -- -- 134,435 134,435
All Other Common Stocks 325,891 -- -- 325,891
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/18
----------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
----------------------------------------------------------------------------------------------
Convertible Preferred Stocks $ 4,655,225 $ -- $ -- $ 4,655,225
Preferred Stocks
Diversified Financials
Specialized Finance -- 3,225,000 -- 3,225,000
Materials
Diversified Chemicals -- -- 106,220 106,220
All Other Preferred Stocks 3,448,845 -- -- 3,448,845
Rights/Warrants
Energy
Coal &
Consumable Fuels -- 9,027 -- 9,027
Oil & Gas
Exploration &
Production -- --* -- --*
Health Care
Equipment & Services
Health Care Services -- 24,203 -- 24,203
Treasury Bills -- 22,081,427 -- 22,081,427
----------------------------------------------------------------------------------------------
Total Investments
in Securities $ 8,431,033 $ 401,413,945 $ 14,750,314 $424,595,292
==============================================================================================
Other Financial Instruments
Unrealized appreciation
on forward foreign
currency contract $ -- $ 18,884 $ -- $ 18,884
Swap contracts, at value -- 410,683 -- 410,683
----------------------------------------------------------------------------------------------
Total Other
Financial Instruments $ -- $ 429,567 $ -- $ 429,567
==============================================================================================
* Includes securities that are valued at $0.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 37
Schedule of Investments | 3/31/18 (continued)
The following is a reconciliation of assets valued using significant
unobservable inputs (Level 3):
------------------------------------------------------------------------------------------------------------------------------------
Change in Transfers
Balance Realized unrealized Accrued Transfers Transfers in and out Balance
as of gain appreciation discounts/ in to out of of Level 3 as of
3/31/17 (loss)(1)(depreciation)(2) Purchases Sales premiums Level 3* Level 3* categories* 3/31/18
------------------------------------------------------------------------------------------------------------------------------------
Commercial
Mortgage-Backed
Securities
Bank
Thrifts &
Mortgage
Finance $ 113,123 $ 1,437 $ (751) $ -- $ (113,835) $ 26 $ -- $ -- $ -- $ --
Senior Secured
Floating Rate
Loan Interests
Capital Goods
Aerospace &
Defense 2,144,625 138 38,149 -- (16,125) 4,283 -- -- -- 2,171,070
Health Care
Equipment &
Services
Health Care
Technology 853,713 -- (50,955) -- -- 50,955 -- -- -- 853,713
Corporate Bonds
& Notes
Diversified
Financials
Other
Diversified
Financial
Services -- -- -- -- -- -- -- -- 3,418,640 3,418,640
Insurance
Property
& Casualty
Insurance 2,864,275 -- 542,157 -- -- 12,208 -- -- (3,418,640) --
Reinsurance 10,836,716 (5,153) (1,303,885) 5,588,661 (7,016,387) (36,494) -- -- -- 8,063,458
Common Stocks
Capital Goods
Industrial
Machinery 332 -- -- -- -- -- -- -- -- 332
Health Care
Equipment
& Services
Health Care
Technology 2,446 -- -- -- -- -- -- -- -- 2,446
Retailing
Computer &
Electronics
Retail 66,194 -- 68,241 -- -- -- -- -- -- 134,435
Preferred Stocks
Materials
Diversified
Chemicals -- -- (772,476) 878,696 -- -- -- -- -- 106,220
------------------------------------------------------------------------------------------------------------------------------------
Total $16,881,424 $(3,578) $(1,479,520) $6,467,357 $(7,146,347) $ 30,978 $ -- $ -- $ -- $14,750,314
====================================================================================================================================
(1) Realized gain (loss) on these securities is included in the realized gain
(loss) from investments on the Statement of Operations.
(2) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized appreciation (depreciation) from investments on
the Statement of Operations.
* Transfers are calculated on the beginning of period values. The change in
level designation within the fair value hierarchy was due to a change in
global industry classification (GIC) from Insurance to Diversified
Financials. During the year ended March 31, 2018, there were no transfers
between Levels 1, 2 and 3.
Net change in unrealized appreciation (depreciation) of Level 3 investments
still held and considered Level 3 at March 31, 2018: $(1,134,131).
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Annual Report | 3/31/18
Statement of Assets and Liabilities | 3/31/18
ASSETS:
Investments in unaffiliated issuers, at value (cost $417,786,590) $424,595,292
Cash 92,307
Foreign currencies, at value (cost $1,121,602) 1,211,276
Swap contracts, at value (net premiums paid $(287,824)) 410,683
Variation margin for centrally cleared swap contracts 1,307
Swaps collateral 315,961
Receivables --
Investment securities sold 45,789
Interest 7,784,609
Dividends 60,809
Unrealized appreciation on forward foreign currency contracts 18,884
Other assets 5,381
----------------------------------------------------------------------------------
Total assets $434,542,298
==================================================================================
LIABILITIES:
Payables --
Credit agreement $125,000,000
Investment securities purchased 1,550,000
Trustees' fees 297
Interest expense 13,038
Due to broker for swap contracts 502,713
Due to affiliates 9,504
Accrued expenses 56,355
----------------------------------------------------------------------------------
Total liabilities $127,131,907
==================================================================================
NET ASSETS:
Paid-in capital $373,852,594
Undistributed net investment income 2,052,945
Accumulated net realized loss on investments (76,106,168)
Net unrealized appreciation on investments 7,611,020
----------------------------------------------------------------------------------
Net assets $307,410,391
==================================================================================
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Based on $307,410,391/29,231,771 shares $ 10.52
==================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 39
Statement of Operations
For the Year Ended 3/31/18
INVESTMENT INCOME:
Interest from unaffiliated issuers $30,811,655
Dividends from unaffiliated issuers (net of foreign
taxes withheld $7,875) 728,509
---------------------------------------------------------------------------------------------
Total investment income $ 31,540,164
---------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,638,950
Administrative expense 88,560
Transfer agent fees 14,169
Shareowner communications expense 30,995
Custodian fees 34,348
Professional fees 197,987
Printing expense 23,064
Trustees' fees 16,170
Pricing fees 28,587
Interest expense 3,310,065
Miscellaneous 351,318
Overdraft expense 2,279
---------------------------------------------------------------------------------------------
Total expenses $ 6,736,492
---------------------------------------------------------------------------------------------
Net investment income $ 24,803,672
---------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments in unaffiliated issuers $ (3,786,031)
Swap contracts 110,284
Forward foreign currency contracts (619,037)
Other assets and liabilities denominated
in foreign currencies (8,301) $ (4,303,085)
---------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $ (3,556,302)
Swap contracts 431,596
Forward foreign currency contracts (12,080)
Other assets and liabilities denominated
in foreign currencies 90,452 $ (3,046,334)
---------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $ (7,349,419)
---------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 17,454,253
=============================================================================================
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Annual Report | 3/31/18
Statements of Changes in Net Assets
-------------------------------------------------------------------------------------------
Year Year
Ended Ended
3/31/18 3/31/17*
-------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 24,803,672 $ 27,858,506
Net realized gain (loss) on investments (4,303,085) (17,329,470)
Change in net unrealized appreciation (depreciation)
on investments (3,046,334) 57,460,622
-------------------------------------------------------------------------------------------
Net increase in net assets resulting
from operations $ 17,454,253 $ 67,989,658
-------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income ($0.78 and $0.97
per share, respectively) $ (22,800,780) $ (28,320,361)
-------------------------------------------------------------------------------------------
Total distributions to shareowners $ (22,800,780) $ (28,320,361)
-------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ -- $ 1,187,786
-------------------------------------------------------------------------------------------
Net increase in net assets from Trust share transactions $ -- $ 1,187,786
-------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ (5,346,527) $ 40,857,083
NET ASSETS:
Beginning of year 312,756,918 271,899,835
-------------------------------------------------------------------------------------------
End of year $ 307,410,391 $ 312,756,918
-------------------------------------------------------------------------------------------
Undistributed (distributions in excess of) net
investment income $ 2,052,945 $ (632,198)
===========================================================================================
* The Trust was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 41
Statement of Cash Flows
For the Year Ended 3/31/18
Cash Flows From Operating Activities:
Net increase in net assets resulting from operations $ 17,454,253
-------------------------------------------------------------------------------------------------
Adjustments to reconcile net increase in net assets resulting from operations to
net cash and foreign currencies from operating activities:
Purchases of investment securities $ (125,192,213)
Proceeds from disposition and maturity of investment securities 132,595,050
Net purchases of temporary cash investments (5,763,366)
Net (accretion) and amortization of discount/premium on investment securities (1,548,452)
Change in unrealized depreciation on investments in unaffiliated issuers 3,556,302
Change in unrealized appreciation on swap contracts (559,629)
Change in unrealized depreciation on forward foreign currency contracts 12,080
Change in unrealized appreciation on other assets and liabilities denominated
in foreign currencies (90,348)
Net realized loss on investments 3,786,031
Net premiums received on swap contracts 222,824
Decrease in restricted cash 157,651
Increase in swap collateral (315,961)
Increase in interest receivable (394,935)
Increase in other assets (5,315)
Decrease in due to affiliates (185,519)
Increase in trustees' fees payable 52
Decrease in administration fee payable (8,977)
Increase in accrued expenses 13,439
Decrease in interest expense payable (306,929)
Increase in due to broker for swap contracts 502,713
Increase in variation margin for centrally cleared swap contracts (17,252)
-------------------------------------------------------------------------------------------------
Net cash and foreign currencies provided by operating activities $ 23,911,499
-------------------------------------------------------------------------------------------------
Cash Flows Used in Financing Activities:
Decrease in due to custodian $ (748,257)
Distributions to shareowners (22,800,780)
-------------------------------------------------------------------------------------------------
Net cash and foreign currencies used in financing activities $ (23,549,037)
-------------------------------------------------------------------------------------------------
Effect of Foreign Exchange Fluctuations on Cash:
Effect of foreign exchange fluctuations on cash $ 90,348
-------------------------------------------------------------------------------------------------
Cash and Foreign Currencies:
Beginning of the year $ 850,773
-------------------------------------------------------------------------------------------------
End of the year $ 1,303,583
-------------------------------------------------------------------------------------------------
Cash Flow Information:
Cash paid for interest $ 3,616,994
=================================================================================================
The accompanying notes are an integral part of these financial statements.
42 Pioneer High Income Trust | Annual Report | 3/31/18
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/18 3/31/17* 3/31/16* 3/31/15* 3/31/14
------------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of period $ 10.70 $ 9.34 $ 11.89 $ 14.19 $ 14.23
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 0.85 $ 0.95 $ 1.19 $ 1.36 $ 1.50
Net realized and unrealized gain (loss) on investments (0.25) 1.38 (2.40) (2.05) 0.12
------------------------------------------------------------------------------------------------------------------------------------
Distributions to preferred shareowners from:
Net investment income $ -- $ -- $ -- $ -- $ (0.01)(e)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.60 $ 2.33 $ (1.21) $ (0.69) $ 1.61
------------------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income and previously undistributed
net investment income $ (0.78) $ (0.97)** $ (1.34)** $ (1.61)** $ (1.65)**
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.18) $ 1.36 $ (2.55) $ (2.30) $ (0.04)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.52 $ 10.70 $ 9.34 $ 11.89 $ 14.19
------------------------------------------------------------------------------------------------------------------------------------
Market value, end of period $ 9.39 $ 9.87 $ 10.04 $ 12.87 $ 17.83
====================================================================================================================================
Total return at net asset value (b) 6.38% 26.13% (10.54)% (7.38)% 10.32%
Total return at market value (b) 2.94% 8.23% (11.37)% (20.28)% 16.24%
Ratios to average net assets of common shareowners:
Total expenses plus interest expense (c)(d) 2.14% 2.10% 1.67% 1.33% 1.04%
Net investment income before preferred share
distributions 7.88% 9.36% 11.23% 10.30% 10.70%
Preferred share distributions --% --% --% --% 0.04%
Net investment income available to shareowners 7.88% 9.36% 11.23% 10.30% 10.66%
Portfolio turnover rate 29% 48% 24% 37% 30%
Net assets, end of period (in thousands) $ 307,410 $ 312,757 $ 271,900 $ 344,349 $406,884
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/18 43
Financial Highlights (continued)
--------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/18 3/31/17* 3/31/16* 3/31/15* 3/31/14
--------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) $ -- $ -- $ -- $ -- $ --(e)
Asset coverage per preferred share, end of period $ -- $ -- $ -- $ -- $ --(e)
Average market value per preferred share (f) $ -- $ -- $ -- $ -- $ --(e)
Liquidation value, including dividends payable, per preferred share $ -- $ -- $ -- $ -- $ --(e)
Total amount of debt outstanding (in thousands) $ 125,000 $ 125,000 $ 125,000 $ 151,000 $151,000
Asset coverage per $1,000 of indebtedness (in thousands) $ 3,459 $ 3,502 $ 3,175 $ 3,280 $ 3,419
================================================================================================================================
* The Trust was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
** 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.
(a) The per-share data presented above is based upon the average common shares
outstanding for the periods presented.
(b) Total investment return is calculated assuming a purchase of common shares
at the current net asset value or market value on the first day and a sale
at the current net asset value or 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.
(c) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(d) Includes interest expense of 1.05%, 1.11%, 0.63%, 0.38%, and 0.02%,
respectively.
(e) Preferred shares were redeemed during the period.
(f) 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 | 3/31/18
Notes to Financial Statements | 3/31/18
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 closed-end management investment company under the Investment
Company Act of 1940, as amended. The investment objective of the Trust is to
provide 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.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As a result of the
transaction, Pioneer Investment Management, Inc., the Trust's investment
adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer
Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned
subsidiary of UniCredit S.p.A.
In connection with the transaction, the names of the Trust's investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc.
(the "Adviser") and the name of Pioneer Funds Distributor, Inc. changed to
Amundi Pioneer Distributor, Inc. (the "Distributor").
In October 2016, the Securities and Exchange Commission ("SEC") released its
Final Rule on Investment Company Reporting Modernization. In addition to
introducing two new regulatory reporting forms (Form N-PORT and Form N-CEN), the
Final Rule amends Regulation S-X, which impacts financial statement
presentation, particularly related to the presentation of derivative
investments. The Trust's financial statements were prepared in compliance with
the amendments to Regulation S-X.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles ("U.S. GAAP") that require the
management of the Trust to 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.
Pioneer High Income Trust | Annual Report | 3/31/18 45
The Trust is an investment company and follows investment company accounting and
reporting guidance under U.S. GAAP. 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. 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. When independent third party pricing services are unable to supply
prices, or when prices or market quotations are considered to be
unreliable, the value of that security may be determined using quotations
from one or more broker-dealers.
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 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.
46 Pioneer High Income Trust | Annual Report | 3/31/18
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.
The value of foreign securities is translated in U.S. dollars based on
foreign currency exchange rate quotations supplied by a third party pricing
source. 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 Dealers Association members.
Centrally cleared swaps are valued at the daily settlement price provided
by the central clearing counterparty.
Forward foreign currency 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.
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 or
broker-dealers 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 the Adviser, pursuant to procedures adopted by the Trust's
Board of Trustees. The Adviser's fair valuation team uses fair value
methods approved by the Valuation Committee of the Board of Trustees. The
Adviser'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.
Pioneer High Income Trust | Annual Report | 3/31/18 47
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, 2018, nine securities were valued using fair value methods (in
addition to securities valued using prices supplied by independent pricing
services, broker-dealers or using a third party insurance pricing model)
representing 2.21% of net assets. The value of these fair valued securities
was $6,790,211.
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
and net of income accrued on defaulted securities.
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.
Interest and dividend income payable by delivery of additional shares is
reclassified as PIK (payment-in-kind) income upon receipt and is included
in interest and dividend income, respectively.
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.
48 Pioneer High Income Trust | Annual Report | 3/31/18
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 on 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.
During the year ended March 31, 2018, 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 notional value of contracts open during
the year ended March 31, 2018 was $5,552,204.
Forward foreign currency contracts outstanding at March 31, 2018 are listed
in the Schedule of Investments.
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, 2018, 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 on the Statement of Operations. Tax returns filed
within the prior three years remain subject to examination by federal and
state tax authorities.
Pioneer High Income Trust | Annual Report | 3/31/18 49
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. GAAP. 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, 2018, the Trust reclassified $42,238,793 to decrease paid-in
capital, $682,251 to increase undistributed net investment income and
$41,556,542 to decrease 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, 2018, the Trust was permitted to carry forward $8,155,215 of
short-term capital losses and $65,509,133 of long-term capital losses
without limitation. Additionally, at March 31, 2018, the Trust had a net
capital loss carry forward of $2,117,410 which will expire in 2019 if not
utilized. 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 tax character of distributions paid to shareowners during the years
ended March 31, 2018 and March 31, 2017 were as follows:
---------------------------------------------------------------------------
2018 2017
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $22,800,780 $28,320,361
---------------------------------------------------------------------------
Total $22,800,780 $28,320,361
===========================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2018:
---------------------------------------------------------------------------
2018
---------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 2,765,055
Capital loss carryforward (75,781,758)
Other book/tax temporary differences (1,036,520)
Unrealized appreciation 7,611,020
---------------------------------------------------------------------------
Total $(66,442,203)
===========================================================================
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.
50 Pioneer High Income Trust | Annual Report | 3/31/18
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 occurs, as defined within the
terms of an event-linked bond, 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 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 ILWs, 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 the
Adviser 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 the Adviser had more complete
information. Structured reinsurance instruments generally 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.
Pioneer High Income Trust | Annual Report | 3/31/18 51
G. 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 value of securities held by the Trust may go up or down, sometimes
rapidly or unpredictably, due to general market conditions, such as real or
perceived adverse economic, political or regulatory conditions, inflation,
changes in interest rates, lack of liquidity in the bond markets or adverse
investor sentiment. 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.
The Trust invests in below investment grade ("high yield") debt securities,
floating rate loans and event-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 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 may be less liquid and more difficult to value, especially
during periods of economic uncertainty or change, than higher rated debt
securities. Certain securities in which the Trust invests, including
floating rate loans, once sold, may not settle for an extended period (for
example, several weeks or even longer). The Trust will not receive its sale
proceeds until that time, which may constrain the Trust's ability to meet
its obligations. 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.
52 Pioneer High Income Trust | Annual Report | 3/31/18
Interest rates in the U.S. recently have been historically low, so the
Trust faces a heightened risk that interest rates may rise. A general rise
in interest rates may cause investors to move out of fixed income
securities on a large scale, which could adversely affect the price and
liquidity of fixed income securities.
With the increased use of technologies such as the Internet to conduct
business, the Trust is susceptible to operational, information security and
related risks. While the Trust's adviser has established business
continuity plans in the event of, and risk management systems to prevent,
limit or mitigate, such cyber-attacks, there are inherent limitations in
such plans and systems including the possibility that certain risks have
not been identified. Furthermore, the Trust cannot control the
cybersecurity plans and systems put in place by service providers to the
fund such as Brown Brothers Harriman & Co., the fund's custodian and
accounting agent, and American Stock Transfer & Trust Company ("AST"), the
Trust's transfer agent. In addition, many beneficial owners of Trust shares
hold them through accounts at broker-dealers, retirement platforms and
other financial market participants over which neither the Trust nor Amundi
Pioneer exercises control. Each of these may in turn rely on service
providers to them, which are also subject to the risk of cyber-attacks.
Cybersecurity failures or breaches at Amundi Pioneer or the Trust's service
providers or intermediaries have the ability to cause disruptions and
impact business operations potentially resulting in financial losses,
interference with the Trust's ability to calculate its NAV, impediments to
trading, the inability of Trust shareholders to effect share purchases or
redemptions or receive distributions, loss of or unauthorized access to
private shareholder information and violations of applicable privacy and
other laws, regulatory fines, penalties, reputational damage, or additional
compliance costs. Such costs and losses may not be covered under any
insurance. In addition, maintaining vigilance against cyber-attacks may
involve substantial costs over time, and system enhancements may themselves
be subject to cyber-attacks.
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 Adviser is responsible for determining that the
Pioneer High Income Trust | Annual Report | 3/31/18 53
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. As of March 31, 2018 the Trust hold no open repurchase
agreements.
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 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
54 Pioneer High Income Trust | Annual Report | 3/31/18
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 Contracts
A credit default swap is a contract between a buyer of protection and a
seller of protection against a pre-defined credit event on an underlying
reference obligation, which may be a single security or a basket or index
of securities. 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.
As a buyer of protection, the Trust 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 a component of "Swap contracts, at value" on the Statement of
Assets and Liabilities. Periodic payments received or paid by the Trust are
recorded as realized gains or losses on the Statement of Operations.
Credit default swap contracts are marked-to-market daily using valuations
supplied by independent sources and the change in value, if any, is
recorded within the "Swap contracts, at value" line item on 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 on
the Statement of Operations.
Pioneer High Income Trust | Annual Report | 3/31/18 55
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.
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 contracts 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 for centrally cleared swaps on the Statement of Assets and
Liabilities.
The amount of cash deposited with the broker as collateral at March 31,
2018 is recorded as "Swaps collateral" on the Statement of Assets and
Liabilities.
Open credit default swap contracts at March 31, 2018 are listed in the
Schedule of Investments. The average notional market value of credit
default swap contracts open during the year ended March 31, 2018 was
$2,166,148.
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 contract, 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 on 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 within
"Swap contracts, at value" line item on the Statement of Assets and
Liabilities. Interest rate swap contracts are subject to counterparty risk
and movements in interest rates.
56 Pioneer High Income Trust | Annual Report | 3/31/18
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 contracts 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 for centrally cleared swaps on the Statement of Assets and
Liabilities.
Open interest rate swap contracts at March 31, 2018 are listed in the
Schedule of Investments. The average notional value of interest swap
contracts open during the year ended March 31, 2018 was $22,500,000.
2. Management Agreement
The Adviser manages the Trust's portfolio. Management fees payable under the
Trust's Advisory Agreement with the Adviser 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, 2018 the
net management fee was 0.60% of the Trust's average daily managed assets, which
was equivalent to 0.84% of the Trust's average daily net assets.
In addition, under the Adviser's management and administration agreements,
certain other services and costs are paid by the Adviser and reimbursed by the
Trust. At March 31, 2018, $9,504 was payable to the Adviser related to
management costs, administrative costs and certain other services is included in
"Due to affiliates" on the Statement of Assets and Liabilities.
3. Transfer Agent
American Stock Transfer & Trust Company ("AST") serves as the transfer agent
with respect to the Trust's 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.
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.
Pioneer High Income Trust | Annual Report | 3/31/18 57
4. 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 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 on the Statement of Assets and Liabilities as "Swaps
collateral". Securities pledged by the Trust as collateral, if any, are
identified as such in the Schedule of Investments.
58 Pioneer High Income Trust | Annual Report | 3/31/18
Financial instruments subject to an enforceable master netting agreement such as
an ISDA Master Agreement have been offset on the Statement of Assets and
Liabilities. The following charts show gross assets and liabilities of the Trust
as of March 31, 2018:
-----------------------------------------------------------------------------------------------
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 $ 93,095 $ -- $ -- $ -- $ 93,095
Goldman Sachs
International 114,263 -- -- -- 114,263
JPMorgan Chase Bank NA 18,884 -- -- -- 18,884
-----------------------------------------------------------------------------------------------
Total $226,242 $ -- $ -- $ -- $226,242
===============================================================================================
(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.
5. Additional Disclosures about Derivative Instruments and Hedging Activities
The Trust's use of derivatives may enhance or mitigate the Trust's exposure 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.
Pioneer High Income Trust | Annual Report | 3/31/18 59
The fair value of open derivative instruments (not considered to be hedging
instruments for accounting disclosure purposes) by risk exposure at March 31,
2018 was as follows:
----------------------------------------------------------------------------------
Statement of Assets and Liabilities
Interest Credit Foreign Equity Commodity
Rate Risk Risk Exchange Risk Risk Risk
----------------------------------------------------------------------------------
Assets:
Swap contracts,
at value $491,250 $ (80,567) $ -- $ -- $ --
Unrealized
appreciation on
forward foreign
currency contracts -- -- 18,884 -- --
----------------------------------------------------------------------------------
Total Value $491,250 $ (80,567) $ 18,884 $ -- $ --
==================================================================================
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, 2018 was as follows:
----------------------------------------------------------------------------------
Statement of Operations
Interest Credit Foreign Equity Commodity
Rate Risk Risk Exchange Risk Risk Risk
----------------------------------------------------------------------------------
Net realized gain
(loss) on:
Swap contracts $ (77,983) $188,267 $ -- $ -- $ --
Forward foreign
currency contracts -- -- (619,037) -- --
----------------------------------------------------------------------------------
Total Value $ (77,983) $188,267 $ (619,037) $ -- $ --
==================================================================================
Change in net
unrealized
appreciation
(depreciation) on:
Swap contracts $ 363,116 $ 68,480 $ -- $ -- $ --
Forward foreign
currency contracts -- -- (12,080) -- --
----------------------------------------------------------------------------------
Total Value $ 363,116 $ 68,480 $ (12,080) $ -- $ --
==================================================================================
6. Unfunded Loan Commitments
The Trust may enter into unfunded loan commitments. Unfunded loan commitments
may be partially or wholly unfunded. During the contractual period, the Trust is
obligated to provide funding to the borrower upon demand. A fee is earned by the
Trust on the unfunded commitment and is recorded as interest income on the
Statement of Operations.
60 Pioneer High Income Trust | Annual Report | 3/31/18
As of March 31, 2018, the Trust had the following unfunded loan commitments
outstanding:
--------------------------------------------------------------------------------------
Unrealized
Appreciation
Loan Principal Cost Value (Depreciation)
--------------------------------------------------------------------------------------
Centene Corp. $3,195,000 $3,195,000 $3,195,000 $ --
--------------------------------------------------------------------------------------
Total $3,195,000 $3,195,000 $3,195,000 $ --
======================================================================================
7. Trust Shares
There are an unlimited number of shares of beneficial interest authorized.
Transactions in shares of beneficial interest for the year ended March 31, 2018
and the year ended March 31, 2017 were as follows:
--------------------------------------------------------------------------------
3/31/18 3/31/17
--------------------------------------------------------------------------------
Shares outstanding at beginning of year 29,231,771 29,113,714
Reinvestment of distributions -- 118,057
--------------------------------------------------------------------------------
Shares outstanding at end of year 29,231,771 29,231,771
================================================================================
8. Credit Agreement
The Trust has entered into a Revolving Credit Facility (the "Credit Agreement")
agreement with Sumitomo Mitsui Banking Corporation. Loan under the credit
agreement are offered at a daily rate equal to the U.S. one-month LIBOR rate
plus 1.00%. There is no fixed borrowing limit.
At March 31, 2018, the Trust had a borrowing outstanding under the credit
agreement totaling $125,000,000. The interest rate charged at March 31, 2018 was
2.75%. During the year ended March 31, 2018, the average daily balance was
$125,000,000 at an average interest rate of 2.61%. Interest expense of
$3,310,065 in connection with the credit agreement is included in the Statement
of Operations.
The Trust is required to fully collateralize its outstanding loan balance as
determined by Sumitomo Mitsui Banking Corporation. Pledged assets are held in a
segregated account and are denoted on the Schedule of Investments.
The Trust is required to maintain 300% asset coverage with respect to amounts
outstanding under the credit 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.
9. Subsequent Events
A monthly dividend was declared on April 4, 2018 from undistributed and
accumulated net investment income of $0.0650 per share payable April 30, 2018,
to shareowners of record on April 18, 2018.
Pioneer High Income Trust | Annual Report | 3/31/18 61
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareholders of
Pioneer High Income Trust:
--------------------------------------------------------------------------------
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Pioneer
High Income Trust (the "Trust"), including the schedule of investments, as of
March 31, 2018, and the related statements of operations, changes in net assets,
cash flows and the financial highlights for the year then ended and the related
notes and the financial highlights for the year ended March 31, 2014
(collectively referred to as the "financial statements"). The statement of
changes in net assets for the year ended March 31, 2017 and the financial
highlights for the periods ended March 31, 2015, March 31, 2016 and March 31,
2017 were audited by another independent registered public accounting firm whose
report, dated May 26, 2017, expressed an unqualified opinion on the statement of
changes in net assets and those financial highlights. In our opinion, the
financial statements present fairly, in all material respects, the financial
position of Pioneer High Income Trust at March 31, 2018, the results of its
operations, the changes in its net assets, cash flows and the financial
highlights for the year ended and the financial highlights for the year ended
March 31, 2014, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on the Trust's financial statements
based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Trust is not required to have,
nor were we engaged to perform, an audit of the Trust's internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, 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.
62 Pioneer High Income Trust | Annual Report | 3/31/18
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 2018, by correspondence with the custodian and brokers or
by other appropriate auditing procedures where replies from brokers were not
received. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ Ernst & Young LLP
Boston, Massachusetts
We have served as the Trust's auditor since 2017.
May 29, 2018
Pioneer High Income Trust | Annual Report | 3/31/18 63
ADDITIONAL INFORMATION
During the period, there have been no material changes in the Trust's investment
objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which has not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
Change in Independent Registered Public Accounting Firm
Prior to July 3, 2017 Pioneer Investment Management, Inc. (the "Adviser"), the
Trust's investment adviser, was an indirect, wholly owned subsidiary of
UniCredit S.p.A. ("UniCredit"). On that date, UniCredit completed the sale of
its Pioneer Investments business, which includes the Adviser, to Amundi (the
"Transaction"). As a result of the Transaction, the Adviser became an indirect,
wholly owned subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A.
Amundi is headquartered in Paris, France, and, as of September 30, 2016, had
more than $1.1 trillion in assets under management worldwide.
Deloitte & Touche LLP ("D&T"), the Trust's previous independent registered
public accounting firm, informed the Audit Committee and the Board that it would
no longer be independent with respect to the Trust upon the completion of the
Transaction as a result of certain services being provided to Amundi and Credit
Agricole, and, accordingly, that it intended to resign as the Trust's
independent registered public accounting firm upon the completion of the
Transaction. D&T's resignation was effective on July 3, 2017, when the
Transaction was completed.
During the periods as to which D&T has served as the Trust's independent
registered public accounting firm, including the Trust's two most recent fiscal
years, D&T's reports on the Trust's financial statements have not contained an
adverse opinion or disclaimer of opinion and have not been qualified or modified
as to uncertainty, audit scope or accounting principles. Further, there have
been no disagreements with D&T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of D&T, would have caused D&T to make
reference to the subject matter of the disagreement in connection with its
report on the financial statements. In addition, there have been no reportable
events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the
Securities Exchange Act of 1934.
64 Pioneer High Income Trust | Annual Report | 3/31/18
Effective immediately following the completion of the Transaction on July 3,
2017, the Board, acting upon the recommendation of the Audit Committee, engaged
a new independent registered public accounting firm, Ernst & Young LLP ("EY"),
for the Trust's fiscal year ended July 31, 2017.
Prior to its engagement, EY had advised the Trust's Audit Committee that EY had
identified the following matters, in each case relating to services rendered by
other member firms of Ernst & Young Global Limited, all of which are located
outside the United States, to UniCredit and certain of its subsidiaries during
the period commencing July 1, 2016, that it determined to be inconsistent with
the auditor independence rules set forth by the Securities and Exchange
Commission ("SEC"): (a) project management support services to UniCredit in the
Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two
projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of
Regulation S-X (management functions); (b) two engagements for UniCredit in
Italy where fees were contingent/success based and that were determined to be
inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four
engagements where legal and expert services were provided to UniCredit in the
Czech Republic and Germany, and twenty engagements where the legal advisory
services were provided to UniCredit in Austria, Czech Republic, Italy and
Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and (x)
of Regulation S-X (legal and expert services); and (d) two engagements for
UniCredit in Italy involving assistance in the sale of certain assets, that were
determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X
(broker-dealer, investment adviser or investment banking services). None of the
foregoing services involved the Trust, any of the other Trusts in the Pioneer
Family of Trusts or any other Pioneer entity sold by UniCredit in the
Transaction.
EY advised the Audit Committee that it had considered the matters described
above and had concluded that such matters would not impair EY's ability to
exercise objective and impartial judgment in connection with the audits of the
financial statements of the Trust under the SEC and Public Company Accounting
Oversight Board independence rules, and that a reasonable investor with
knowledge of all relevant facts and circumstances would reach the same
conclusion. Management and the Audit Committee considered these matters and
discussed the matters with EY and, based upon EY's description of the matters
and statements made by EY, Management and the Audit Committee believe that EY
will be capable of exercising objective and impartial judgment in connection
with the audits of the financial statements of the Trust, and Management further
believes that a reasonable investor with knowledge of all relevant facts and
circumstances would reach the same conclusion.
Pioneer High Income Trust | Annual Report | 3/31/18 65
Trustees, Officers and Service Providers
Investment Adviser
Amundi Pioneer Asset Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Amundi Pioneer 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 www.amundipioneer.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 and other directorships they have held 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 44 U.S. registered
investment portfolios for which Amundi 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.
66 Pioneer High Income Trust | Annual Report | 3/31/18
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 (67) Class I Trustee since Private investor (2004 - 2008 and Director, Broadridge Financial
Chairman of the Board 2006. Term expires in 2013 - present); Chairman (2008 - Solutions, Inc. (investor
and Trustee 2018. 2013) and Chief Executive Officer communications and securities
(2008 - 2012), Quadriserv, Inc. processing provider for
(technology products for securities financial services industry)
lending industry); and Senior (2009 - present); Director,
Executive Vice President, The Bank of Quadriserv, Inc. (2005 -
New York (financial and securities 2013); and Commissioner, New
services) (1986 - 2004) Jersey State Civil Service
Commission (2011 - 2015)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (74) Class II Trustee since Managing Partner, Federal City Director of New York Mortgage
Trustee 2005. Term expires in Capital Advisors (corporate advisory Trust (publicly-traded
2019. services company) (1997 - 2004 and mortgage REIT) (2004 - 2009,
2008 - present); Interim Chief 2012 - present); Director of
Executive Officer, Oxford Analytica, The Swiss Helvetia Fund, Inc.
Inc. (privately held research and (closed-end fund) (2010 -
consulting company) (2010); Executive present); Director of Oxford
Vice President and Chief Financial Analytica, Inc. (2008 -
Officer, I-trax, Inc. (publicly present); and Director of
traded health care services company) Enterprise Community
(2004 - 2007); and Executive Vice Investment, Inc.
President and Chief Financial (privately-held affordable
Officer, Pedestal Inc. housing finance company) (1985
(internet-based mortgage trading - 2010)
company) (2000 - 2002); Private
Consultant (1995 - 1997); Managing
Director, Lehman Brothers (1992 -
1995); Executive, The World Bank
(1979 - 1992)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (73) Class III Trustee since William Joseph Maier Professor of Trustee, Mellon Institutional
Trustee 2008. Term expires in Political Economy, Harvard University Funds Investment Trust and
2020. (1972 - present) Mellon Institutional Funds
Master Portfolio (oversaw 17
portfolios in fund complex)
(1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/18 67
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------------
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 (70) Class II Trustee since Founding Director, Vice-President and None
Trustee 2002. Term expires in Corporate Secretary, The Winthrop
2020. Group, Inc. (consulting firm) (1982 -
present); Desautels Faculty of
Management, McGill University (1999 -
2017); and Manager of Research
Operations and Organizational
Learning, Xerox PARC, Xerox's advance
research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (62) Class II Trustee since Chief Investment Officer, 1199 SEIU None
Trustee 2015. Term expires in Funds (healthcare workers union
2019. pension funds) (2001 - present); Vice
President - International Investments
Group, American International Group,
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); Mortgage Strategies Group,
Drexel Burnham Lambert, Ltd.
(investment bank) (1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (69) Class I Trustee since President and Chief Executive Director of New America High
Trustee 2002. Officer, Newbury Piret Company Income Fund, Inc. (closed-end
Term expires in 2018. (investment banking firm) (1981 - investment company) (2004 -
present) present); and Member, Board of
Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (71) Class I Trustee since Consultant (investment company None
Trustee 2014. Term expires in services) (2012 - present); Executive
2018. Vice President, BNY Mellon (financial
and investment company services)
(1969 - 2012); Director, BNY
International Financing Corp.
(financial services) (2002 - 2012);
and Director, Mellon Overseas
Investment Corp. (financial services)
(2009 - 2012)
------------------------------------------------------------------------------------------------------------------------------------
68 Pioneer High Income Trust | Annual Report | 3/31/18
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 (56)* Class II Trustee since Director, CEO and President of Amundi None
Trustee, President and Chief 2015. Term expires in Pioneer Asset Management USA, Inc.
Executive Officer 2019. (since September 2014); Director, CEO
and President of Amundi Pioneer Asset
Management, Inc. (since September
2014); Director, CEO and President of
Amundi Pioneer Distributor, Inc.
(since September 2014); Director, CEO
and President of Amundi Pioneer
Institutional Asset Management, Inc.
(since September 2014); Chair, Amundi
Pioneer Asset Management USA, Inc.,
Amundi Pioneer Distributor, Inc. and
Amundi Pioneer Institutional Asset
Management, Inc. (September 2014 -
2018); Managing Director, Morgan
Stanley Investment Management (2010 -
2013); and Director of Institutional
Business, CEO of International, Eaton
Vance Management (2005 - 2010)
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (60)* Class II Trustee since Director and Executive Vice President None
Trustee 2014. Term expires in (since 2008) and Chief Investment
2020. Officer, U.S. (since 2010) of Amundi
Pioneer Asset Management USA, Inc.;
Executive Vice President and Chief
Investment Officer, U.S. of Amundi
Pioneer (since 2008); Executive Vice
President of Amundi Pioneer
Institutional Asset Management, Inc.
(since 2009); Portfolio Manager of
Amundi Pioneer (since 1999)
------------------------------------------------------------------------------------------------------------------------------------
* Ms. Jones and Mr. Taubes are Interested Trustees because they are officers
or directors of the Trust's investment adviser and certain of its
affiliates.
Pioneer High Income Trust | Annual Report | 3/31/18 69
Trust Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (53) Since 2003. Serves at Vice President and Associate General None
Secretary and Chief Legal the discretion of the Counsel of Amundi Pioneer since
Officer Board January 2008; Secretary and Chief
Legal Officer of all of the Pioneer
Funds since June 2010; Assistant
Secretary of all of the Pioneer Funds
from September 2003 to May 2010; and
Vice President and Senior Counsel of
Amundi Pioneer from July 2002 to
December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (57) Since 2010. Serves at Fund Governance Director of Amundi None
Assistant Secretary the discretion of the Pioneer since December 2006 and
Board Assistant Secretary of all the Pioneer
Funds since June 2010; Manager - Fund
Governance of Amundi Pioneer from
December 2003 to November 2006; and
Senior Paralegal of Amundi Pioneer
from January 2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (55) Since 2010. Serves at Senior Counsel of Amundi Pioneer since None
Assistant Secretary the discretion of the May 2013 and Assistant Secretary of
Board all the Pioneer Funds since June 2010;
and Counsel of Amundi Pioneer from
June 2007 to May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (58) Since 2008. Serves at Vice President - Fund Treasury of None
Treasurer and Chief Financial the discretion of the Amundi Pioneer; Treasurer of all of
and Accounting Officer Board the Pioneer Funds since March 2008;
Deputy Treasurer of Amundi Pioneer
from March 2004 to February 2008; and
Assistant Treasurer of all of the
Pioneer Funds from March 2004 to
February 2008
------------------------------------------------------------------------------------------------------------------------------------
70 Pioneer High Income Trust | Annual Report | 3/31/18
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (53) Since 2002. Serves at Director - Fund Treasury of Amundi None
Assistant Treasurer the discretion of the Pioneer; and Assistant Treasurer of
Board all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (60) Since 2002. Serves at Fund Accounting Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Amundi Pioneer; and
Board Assistant Treasurer of all of the
Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (38) Since 2009. Serves at Fund Administration Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Amundi Pioneer since
Board November 2008; Assistant Treasurer of
all of the Pioneer Funds since January
2009; and Client Service Manager -
Institutional Investor Services at
State Street Bank from March 2003 to
March 2007
------------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (65) Since 2010. Serves at Chief Compliance Officer of Amundi None
Chief Compliance Officer the discretion of the Pioneer and of all the Pioneer Funds
Board since March 2010; Chief Compliance
Officer of Amundi 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 Amundi Pioneer since
October 2005; and Senior Compliance
Officer for Columbia Management
Advisers, Inc. from October 2003 to
October 2005
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (47) Since 2006. Serves at Vice President - Investor Services None
Anti-Money Laundering Officer the discretion of the Group of Amundi Pioneer and Anti-Money
Board Laundering Officer of all the Pioneer
Funds since 2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/18 71
This page is for your notes.
72 Pioneer High Income Trust | Annual Report | 3/31/18
This page is for your notes.
Pioneer High Income Trust | Annual Report | 3/31/18 73
This page is for your notes.
74 Pioneer High Income Trust | Annual Report | 3/31/18
This page is for your notes.
Pioneer High Income Trust | Annual Report | 3/31/18 75
This page is for your notes.
76 Pioneer High Income Trust | Annual Report | 3/31/18
How to Contact Amundi Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.amundipioneer.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] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2018 Amundi Pioneer Asset Management 19206-12-0518
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 $38,500
payable to Ernst & Young LLP for the year ended
March 31, 2018 and $49,954 payable to Deloitte & Touche LLP
for the year ended March 31, 2017.
(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 2018 or 2017.
(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 $8,028
payable to Ernst & Young LLP for the year ended
March 31, 2018 and $9,904 payable to Deloitte & Touche LLP
for the year ended March 31, 2017.
(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 2018 or 2017.
(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 Amudi Pioneer Asset Management, Inc, 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 2018 and 2017, 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 $8,028
payable to Ernst & Young LLP for the year ended
March 31, 2018 and $9,904 payable to Deloitte & Touche LLP
for the year ended March 31, 2017.
(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.
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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%.
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We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
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.
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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, 2018. 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 11 $7,768,923 N/A N/A
Other Pooled Investment Vehicles 6 $9,926,626 3 $7,727,609
Other Accounts 5 $1,455,799 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, Amundi 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 Amundi 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. Amundi 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 Amundi 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,
Amundi 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 Amundi 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, Amundi 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
Amundi 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 Amundi Pioneer. The
compensation program for all Amundi 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. Amundi Pioneer seeks to set base compensation at market rates,
taking into account the experience and responsibilities of the portfolio
manager. The bonus plan is intended to provide a competitive level of annual
bonus compensation that is tied to the portfolio manager achieving superior
investment performance and align the interests of the investment professional
with those of shareholders, as well as
1
with the financial performance of Amundi 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 AMUNDI PIONEER RESULTS AND BUSINESS LINE RESULTS. Amundi 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. 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, 2018 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
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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. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
(a) If the registrant is a closed-end management investment company,
provide the following dollar amounts of income and compensation related
to the securities lending activities of the registrant during its most
recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities
lending activities and related services: any share of revenue generated
by the securities lending program paid to the securities lending agent(s)
(revenue split); fees paid for cash collateral management services
(including fees deducted from a pooled cash collateral reinvestment
vehicle) that are not included in the revenue split; administrative
fees that are not included in the revenue split; fees for
indemnification that are not included in the revenue split; rebates
paid to borrowers; and any other fees relating to the securities lending
program that are not included in the revenue split, including a description
of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in
paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee
is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe
the services provided to the registrant by the securities lending agent in
the registrants most recent fiscal year.
N/A
ITEM 13. 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 30, 2018
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 30, 2018
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date May 30, 2018
* Print the name and title of each signing officer under his or her signature.