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 Fund, Inc.
(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 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, 2022
Date of reporting period: April 1, 2021 through September 30, 2021
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.
Pioneer
High Income Fund, Inc.
Semiannual Report | September 30, 2021
Ticker Symbol: PHT
April 21, 2021, the Pioneer High Income Trust redomiciled from a Delaware statutory trust to a Maryland corporation and was renamed Pioneer High Income Fund, Inc .
Paper copies of the Fund’s shareholder reports are no longer sent by mail, unless you specifically request paper copies of the reports from the Fund’s or from your financial intermediary, such as a broker-dealer, bank or insurance company. Instead, the reports are available on the Fund’s website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held within the Pioneer Fund complex if you invest directly.
visit us: www.amundi.com/us
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 1
President’s Letter
Dear Shareholders,
The past year and a half has created unprecedented challenges for investors, as the COVID-19 pandemic has not only dominated the headlines since March 2020, but has also led to significant changes in government and central-bank policies, both in the US and abroad, and affected the everyday lives of each of us. As we move into the final months of 2021, the situation, while improved, has continued to evolve.
Widespread distribution of the COVID-19 vaccines approved for emergency use in late 2020 led to a general decline in virus-related hospitalizations in the US and had a positive effect on overall market sentiment during the first half of this calendar year. The passage of two additional fiscal stimulus packages by US lawmakers last December and January also helped drive a strong market rally. However, the emergence of highly infectious variants of the virus has caused a recent spike in cases and hospitalizations, especially outside of the US. That development has contributed to a slowdown in the global economic recovery, as some foreign governments have reinstated strict virus-containment measures that had been relaxed after the rollout of the vaccines.
In the US, while performance of most asset classes, especially equities, has been positive for the year to date, volatility has been high, and the third quarter of 2021 saw negative returns for several stock market indices. Investors’ concerns over global supply chain issues, rising inflation, “hawkish” signals concerning less-accommodative future monetary policies from the Federal Reserve System (Fed), and partisan debates in Washington, DC over future spending and tax policies, are among the many factors that have led to greater uncertainty and an increase in market volatility.
Despite those concerns and some of the recent difficulties that have affected the economy and the markets, we believe the distribution of the COVID-19 vaccines has provided a potential light at the end of the pandemic tunnel. With that said, the long-term impact on the global economy from COVID-19, while currently unknown, is likely to be considerable, as it is clear that several industries have already felt greater effects than others, and could continue to struggle for quite some time.
After leaving our offices in March of 2020 due to COVID-19, we have re-opened our US locations and our employees have returned to the office as of mid-October. I am proud of the careful planning that has taken place.
2 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Throughout the pandemic, our business has continued to operate without any disruption, and we all look forward to regaining a bit of normalcy after so many months of remote working.
Since 1928, Amundi US’s investment process has been built on a foundation of fundamental research and active management, principles which have guided our investment decisions for more than 90 years. We believe active management – that is, making active investment decisions – can help mitigate the risks during periods of market volatility.
At Amundi US, active management begins with our own fundamental, bottom-up research process. Our team of dedicated research analysts and portfolio managers analyzes each security under consideration, communicating directly with the management teams of the companies issuing the securities and working together to identify those securities that best meet our investment criteria for our family of funds. Our risk management approach begins with each and every security, as we strive to carefully understand the potential opportunity, while considering any and all risk factors.
Today, as investors, we have many options. It is our view that active management can serve shareholders well, not only when markets are thriving, but also during periods of market stress.
As you consider your long-term investment goals, we encourage you to work with your financial professional to develop an investment plan that paves the way for you to pursue both your short-term and long-term goals.
We greatly appreciate the trust you have placed in us and look forward to continuing to serve you in the future.
Sincerely,
Lisa M. Jones
Head of the Americas, President and CEO of US
Amundi Asset Management US, Inc.
November 2021
Any information in this shareowner report regarding market or economic trends or the factors influencing the Fund’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 Fund, Inc. | Semiannual Report | 9/30/21 3
Portfolio Management Discussion | 9/30/21
Note to Shareholders: On April 21, 2021, Pioneer High Income Trust redomiciled from a Delaware statutory trust to a Maryland corporation and was renamed Pioneer High Income Fund, Inc. The redomiciling did not result in any change to the investment adviser, investment objective and strategies, portfolio management team, policies and procedures or the members of the Board overseeing the Fund. Please see Note 9. Redomiciling, for more information about the redomiciling.
In the following interview, Andrew Feltus discusses the factors that affected the performance of Pioneer High Income Fund, Inc. during the six-month period ended September 30, 2021. Mr. Feltus, Co-Director of High Yield, a senior vice president, and a portfolio manager at Amundi Asset Management US, Inc. (Amundi US), is responsible for the daily management of the Fund. Mr. Feltus, Co-Director of High Yield and a portfolio manager at Amundi US, is responsible for the day-to-day management of the Fund, along with Matthew Shulkin, a vice president and a portfolio manager at Amundi US, and Kenneth Monaghan, Co-Director of High Yield and a portfolio manager at Amundi US.
| Q | | How did the Fund perform during the six-month period ended September 30, 2021? |
| A | | Pioneer High Income Fund, Inc. returned 5.30% at net asset value (NAV) and 8.88% at market price during the six-month period ended September 30, 2021. During the same six-month period, the Fund’s benchmark, the ICE Bank of America US High Yield Index (the ICE BofA Index), returned 3.74%. The ICE BofA Index is an unmanaged, commonly accepted measure of the performance of high-yield securities. Unlike the Fund, the ICE BofA Index does not use leverage. While the use of leverage increases investment opportunity, it also increases investment risk. |
During the same six-month period, the average return at NAV of the 45 closed end funds in Morningstar’s High Yield Bond Closed End Funds category (which may or may not be leveraged) was 4.22%, while the same closed end fund Morningstar category’s average return at market price was 7.55%.
The shares of the Fund were selling at a 1.2% premium to NAV on September 30, 2021, while the Fund’s shares were selling at a discount to NAV of 2.1% on March 31, 2021.
On September 30, 2021, the standardized 30-day SEC yield of the Fund’s shares was 6.06%*.
| * | | The 30-day SEC yield is a standardized formula that is based on the hypothetical annualized earning power (investment income only) of the Fund’s portfolio securities during the period indicated. |
4 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| Q | | How would you describe the investment environment for high-yield debt during the six-month period ended September 30, 2021? |
| A | | Entering the period back in April, investors had focused their attention on positive developments pertaining to the distribution of COVID-19 vaccines, a broader economic reopening from the pandemic-induced shutdowns and restrictions, and the US government’s most recent fiscal stimulus package approved at the beginning of the calendar year. The continued dovish posture of the US Federal Reserve System (Fed) on monetary policy lent further support to the markets and helped drive an increased appetite for riskier assets such as high-yield bonds, as Federal Open Market Committee (FOMC) members hinted at a desire to remain “on the sidelines” with regard to major policy changes until at least 2023. |
The Fed based its projection on the view that near-term increases in inflation above the usual 2% target would be transitory, and not structural. The Fed also messaged that it would look at average inflation over time, rather than feeling compelled to raise interest rates based on an isolated uptick in prices for certain goods and services.
However, the “reflation trade” wobbled during June 2021, as market participants navigated around growing apprehension over the spread of COVID-19 variants and a somewhat “hawkish” FOMC meeting that month. Treasury-market investors reacted to the updated Fed “dot plot” displaying FOMC member forecasts that pointed to a median federal funds target rate of 0.625% by year-end 2023, or 50 basis points (bps) higher than the March 2021 forecast. The Treasury yield curve saw short-end yields rise and long-end yields decline, while longer-term inflation expectations moved lower. The movement suggested investors’ doubts regarding the Fed’s long-term commitment to its current average inflation-targeting framework. (The Fed’s “dot” plot/projection is a quarterly chart summarizing the outlook for the federal funds rate for each FOMC meeting participant. A basis point is equal to 1/100th of a percentage point.)
The hawks prevailed during the September FOMC debate as to when to start tapering the asset purchases the Fed had implemented shortly after the outset of the pandemic, and at what pace. The FOMC signaled, and Fed Chair Powell affirmed, that tapering could begin as early as November and be completed by the middle of next year.
Returns for high-yield corporate bonds finished the six-month period in comfortably positive territory, and roughly in line with the performance of their investment-grade counterparts. Performance within the high-
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 5
yield universe was led by energy issues, which benefited from rising oil and gas prices. Within the high-yield market, lower-rated issues generally outperformed higher-rated credits for the six-month period. For example, CCC-rated bonds returned 5.14%, while BB-rated bonds returned 4.00%.
| Q | | What factors affected the Fund’s performance relative to its benchmark during the six-month period ended September 30, 2021? |
| A | | In broad terms, the Fund carries leveraged exposure to the high-yield market, and the use of leverage boosted benchmark-relative performance as high-yield securities posted a positive return for the six-month period. |
In addition, the portfolio’s holdings were tilted toward sectors featuring issuers with exposure to the economic recovery. While that aspect of the Fund’s positioning had a negative performance impact in the immediate wake of the COVID-19 crisis, it has boosted relative returns ever since riskier assets began rebounding in the second quarter of 2020, including over the past six months. The strongest-performing sectors over the six-month period were those that had experienced the greatest negative effects of the pandemic in early 2020, namely energy, airlines, and leisure-related companies.
At the sector level, the biggest positive contributors to the Fund’s relative performance for the period came from the aforementioned “recovery” sectors, led by the portfolio’s exposure to leisure, where good security selection results offset a small performance drag from an underweight allocation to the sector versus the benchmark. Positive security selection results within transportation as well as a modest overweight to the sector also boosted the Fund’s relative returns, while the benefits from an overweight to energy offset the minor negative effects of security selection within that strong-performing sector.
The most significant detractors from the Fund’s relative performance at the sector level came from both an overweight allocation to, and security selection results within, basic industries. Within utilities, the portfolio’s overweight position in Talen Energy was a negative, and offset the small positive contribution from the Fund’s underweight allocation to the sector. Finally, both selection results within financial services as well as an overweight allocation to the sector detracted from the Fund’s relative performance for the six-month period.
In terms of individual holdings, leading positive contributors to the Fund’s performance for the six-month period included overweights to the bonds of Baytex Energy, a Canadian exploration & production company, Codere, a casino operator in South America and Europe, and
6 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Energy Transfer, the large US operator of diversified midstream properties. The portfolio positions that detracted the most from the Fund’s benchmark-relative returns during the period included Credito Real, the Mexico-based financial services company, Occidental Petroleum, a large exploration & production company that experienced a ratings downgrade to “high yield” in 2020, and the aforementioned Talen Energy, a US merchant power company in the utilities sector.
| Q | | Did the Fund’s distributions** to shareholders change during the six-month period ended September 30, 2021? |
| A | | No, the Fund’s monthly distributions to shareholders remained unchanged over the course of the six-month period. |
| Q | | How did the level of leverage in the Fund change during the six-month period ended September 30, 2021? |
| A | | The Fund employs leverage through a credit agreement. |
As of September 30, 2021, 31.0% of the Fund’s total managed assets were financed by leverage, or borrowed funds, compared with 30.5% of the Fund’s total managed assets financed by leverage at the start of the six-month period on April 1, 2021. During the six-month period, the Fund increased the absolute amount of funds borrowed by a total of $4 million, to $127 million as of September 30, 2021. The percentage of the Fund’s total managed assets financed by leverage increased during the six-month period due to the increase in the absolute amount of funds borrowed by the Fund.
| Q | | Did the Fund have any exposure to derivative securities during the six-month period ended September 30, 2021? If so, did the investments have a material effect on the Fund’s performance? |
| A | | Yes, we invested the Fund’s portfolio in forward foreign currency contracts (currency forwards) and over-the-counter currency call options during the six-month period, which had a slight positive impact on relative performance. |
| Q | | What is your investment outlook? |
| A | | We believe the US economy could be poised to perform well in the coming months. While COVID-19-driven economic support programs have been waning or, like the Fed’s asset purchases, are scheduled to end, consumers have still demonstrated high savings rates, which has |
** Distributions are not guaranteed.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 7
contributed to pent-up demand. Some of the negative factors still affecting economic conditions as of period-end included labor shortages and supply chain difficulties, which have been constraining global as well as domestic growth.
During the six-month period, the functionality of the high-yield market continued to normalize after the severe dislocations experienced at the outset of the pandemic, and as the economy gradually recovered from the worst of the COVID-19 situation. In addition, by the close of the period, the sectors that had felt the biggest negative effects of the pandemic had regained traction. As a result, we believe the securities within those sectors are no longer priced to enable them to generate outsized performance compared to the overall market.
In our view, high-yield spreads could remain range-bound, or possibly tighten slightly, in the coming months. However, we do not expect high-yield spreads to narrow to new record levels. (Credit spreads are commonly defined as the differences in yield between Treasuries and other types of fixed-income securities with similar maturities.)
On the policy front, the Fed seems likely to begin tapering its Treasury and mortgage-backed security purchases before the end of this year, and may begin to increase its short-term federal funds rate target range sometime in late 2022 or early 2023. We believe issuers of high-yield debt could experience positive financial performance over the next year, but we would not be surprised if the market were to experience periods of volatility as investors digest the Fed’s anticipated policy shifts.
Please refer to the Schedule of Investments on pages 13–35 for a full listing of Fund securities.
All investments are subject to risk, including the possible loss of principal. In the past several years, financial markets have experienced increased volatility and heightened uncertainty. The market prices of securities 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, recessions, inflation, changes in interest or currency rates, lack of liquidity in the bond markets, the spread of infectious illness or other public health issues or adverse investor sentiment. These conditions may continue, recur, worsen or spread.
8 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Investments in high-yield or lower-rated securities are subject to greater-than-average risk.
The Fund may invest in securities of issuers that are in default or that are in bankruptcy.
The Fund may invest in insurance-linked securities. The return of principal and the payment of interest and/or dividends on insurance linked securities are contingent on the non-occurrence of a pre-defined “trigger” event, such as a hurricane or an earthquake of a specific magnitude.
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 held by the Fund will generally fall. Conversely, when interest rates fall the prices of fixed-income securities held by the Fund will generally rise.
Investments in the Fund 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 Fund 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 Fund 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 Fund’s assets in illiquid securities may restrict the Fund’s ability to take advantage of market opportunities.
The Fund employs leverage through a credit agreement. Leverage creates significant risks, including the risk that the Fund’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 Fund 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 Fund may be required to reduce the amount of leverage employed by the Fund, 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 Fund’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 Fund’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 Fund, Inc. | Semiannual Report | 9/30/21 9
Portfolio Summary | 9/30/21
Portfolio Diversification
(As a percentage of total investments)*
| | | |
| 10 Largest Holdings | |
| (As a percentage of total investments)* | |
| 1. | Hanover Insurance Group, Inc., 7.625%, 10/15/25 | 1.13% |
| 2. | Liberty Mutual Insurance Co., 7.697%, 10/15/97 (144A) | 1.13 |
| 3. | Connecticut Avenue Securities Trust, Series 2019-HRP1, Class B1, 9.336% | |
| | (1 Month USD LIBOR + 925 bps), 11/25/39 (144A) | 1.07 |
| 4. | Liberty Mutual Group, Inc., 10.75% (3 Month USD LIBOR + 712 bps), | |
| | 6/15/58 (144A) | 1.06 |
| 5. | Alliance Data Systems Corp., 7.0%, 1/15/26 (144A) | 1.06 |
| 6. | Prime Security Services Borrower LLC/Prime Finance, Inc., | |
| | 6.25%, 1/15/28 (144A) | 1.05 |
| 7. | Pegasus Hava Tasimaciligi AS, 9.25%, 4/30/26 (144A) | 1.02 |
| 8. | Baytex Energy Corp., 8.75%, 4/1/27 (144A) | 1.01 |
| 9. | Hercules LLC, 6.5%, 6/30/29 | 0.98 |
| 10. | Uniti Group LP/Uniti Fiber Holdings, Inc./CSL Capital LLC, | |
| | 7.875%, 2/15/25 (144A) | 0.95 |
| * | | Excludes temporary cash investments and all derivative contracts except for options purchased. The Fund is actively managed, and current holdings may be different. The holdings listed should not be considered recommendations to buy or sell any securities. |
10 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Prices and Distributions | 9/30/21
Market Value per Share^
| | 9/30/21 | 3/31/21 |
| Market Value | $9.76 | $9.37 |
| Discount/Premium | 1.2% | (2.1)% |
| | | |
| Net Asset Value per Share^ | |
| |
| | 9/30/21 | 3/31/21 |
| Net Asset Value | $9.64 | $9.57 |
| | | |
| Distributions per Share*: 4/1/21 – 9/30/21 | |
| |
| Net Investment | Short-Term | Long-Term |
| Income | Capital Gains | Capital Gains |
| $0.4350 | $ — | $ — |
| Yields | | |
| | 9/30/21 | 3/31/21 |
| 30-Day SEC Yield | 6.06% | 6.40% |
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 Fund’s website at www.amundi.com/us. |
| * | | The amount of distributions made to shareowners during the period was in excess of the net investment income earned by the Fund during the period. |
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 11
Performance Update | 9/30/21
Investment Returns
The mountain chart on the right shows the change in market value, including reinvestment of dividends and distributions, of a $10,000 investment made in common shares of Pioneer High Income Fund, Inc. during the periods shown, compared to that of the ICE BofA U.S. High Yield Index.
| | | | |
| Average Annual Total Returns | |
| (As of September 30, 2021) | |
| | Net | | ICE BofA |
| | Asset | | U.S. High |
| | Value | Market | Yield |
| Period | (NAV) | Price | Index |
| 10 years | 7.56% | 4.72% | 7.30% |
| 5 years | 7.72 | 7.74 | 6.35 |
| 1 year | 21.42 | 34.51 | 11.46 |
Call 1-800-225-6292 or visit www.amundi.com/us 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 Fund.
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 Fund’s dividend reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes that a shareowner would pay on Fund distributions or the sale of Fund shares. Had these fees and taxes been reflected, performance would have been lower.
The ICE Bank of America 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 Fund 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 Fund, Inc. | Semiannual Report | 9/30/21
Schedule of Investments | 9/30/21 (unaudited)
| | | | |
| Shares | | | Value |
| | | UNAFFILIATED ISSUERS — 144.7%% | |
| | | COMMON STOCKS — 1.2% of Net Assets |
| | | Energy Equipment & Services — 0.8% | |
| | 87,626(a) | FTS International, Inc. | $ 2,155,599 |
| | | Total Energy Equipment & Services | $ 2,155,599 |
| | | Oil, Gas & Consumable Fuels — 0.4% | |
| | 21(a) | Amplify Energy Corp. | $ 112 |
| | 802,650^+(a) | PetroQuest Energy, Inc. | 341,126 |
| | 12,271(a) | Summit Midstream Partners LP | 436,234 |
| | 7,997^+(a) | Superior Energy Services, Inc. | 351,868 |
| | | Total Oil, Gas & Consumable Fuels | $ 1,129,340 |
| | | Specialty Retail — 0.0%† | |
| | 68,241^+(a) | Targus Cayman SubCo, Ltd. | $ 104,409 |
| | | Total Specialty Retail | $ 104,409 |
| | | TOTAL COMMON STOCKS | |
| | | (Cost $3,780,787) | $ 3,389,348 |
| | | CONVERTIBLE PREFERRED STOCK — 0.8% of | |
| | | Net Assets | |
| | | Banks — 0.8% | |
| | 1,600(b) | Wells Fargo & Co., 7.5% | $ 2,371,200 |
| | | Total Banks | $ 2,371,200 |
| | | TOTAL CONVERTIBLE PREFERRED STOCK | |
| | | (Cost $2,022,424) | $ 2,371,200 |
| | | PREFERRED STOCKS — 1.3% of Net Assets | |
| | | Banks — 0.1% | |
| | 9,421(c) | GMAC Capital Trust I, 5.91% (3 Month USD LIBOR + | |
| | | 579 bps), 2/15/40 | $ 237,786 |
| | | Total Banks | $ 237,786 |
| | | Diversified Financial Services — 1.1% | |
| | 3,000(b)(c) | Compeer Financial ACA, 6.75% (USD LIBOR + | |
| | | 458 bps) (144A) | $ 3,195,000 |
| | | Total Diversified Financial Services | $ 3,195,000 |
| | | Internet — 0.1% | |
| | 129,055 | MYT Holding LLC | $ 136,153 |
| | | Total Internet | $ 136,153 |
| | | TOTAL PREFERRED STOCKS | |
| | | (Cost $3,456,406) | $ 3,568,939 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 13
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | COLLATERALIZED MORTGAGE OBLIGATIONS — | |
| | 2.3% of Net Assets | |
| 4,100,000(d) | Connecticut Avenue Securities Trust, Series 2019-HRP1, | |
| | Class B1, 9.336% (1 Month USD LIBOR + | |
| | 925 bps), 11/25/39 (144A) | $ 4,355,342 |
| 260,000(d) | Freddie Mac Stacr Remic Trust, Series 2021-DNA1, | |
| | Class B2, 4.8% (SOFR30A + | |
| | 475 bps), 1/25/51 (144A) | 265,828 |
| 450,000(d) | Freddie Mac Stacr Remic Trust, Series 2021-HQA3, | |
| | Class B2, 6.3% (SOFR30A + | |
| | 625 bps), 9/25/41 (144A) | 453,900 |
| 1,350,000(d) | STACR Trust, Series 2018-HRP2, Class B2, 10.586% (1 | |
| | Month USD LIBOR + 1,050 bps), 2/25/47 (144A) | 1,562,167 |
| | TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS | |
| | (Cost $6,351,608) | $ 6,637,237 |
| | COMMERCIAL MORTGAGE-BACKED |
| | SECURITIES — 3.5% of Net Assets | |
| 500,000(d) | Capital Funding Mortgage Trust, Series 2020-9, Class B, | |
| | 15.9% (1 Month USD LIBOR + | |
| | 1,490 bps), 11/19/22 (144A) | $ 500,000 |
| 605,000(d) | Capital Funding Mortgage Trust, Series 2021-8, Class B, | |
| | 14.35% (1 Month USD LIBOR + | |
| | 1,310 bps), 6/22/23 (144A) | 605,000 |
| 1,500,000(d) | Capital Funding Mortgage Trust, Series 2021-19, Class B, | |
| | 16.46% (1 Month USD LIBOR + | |
| | 1,521 bps), 11/6/23 (144A) | 1,500,270 |
| 1,643,918(c) | FREMF Mortgage Trust, Series 2019-KJ24, Class B, 7.6%, | |
| | 10/25/27 (144A) | 1,423,778 |
| 1,500,000(d) | FREMF Mortgage Trust, Series 2019-KS12, Class C, 6.983% | |
| | (1 Month USD LIBOR + 690 bps), 8/25/29 | 1,227,234 |
| 1,139,489(d) | FREMF Mortgage Trust, Series 2020-KF74, Class C, 6.333% | |
| | (1 Month USD LIBOR + 625 bps), 1/25/27 (144A) | 1,126,369 |
| 1,500,000(d) | FREMF Mortgage Trust, Series 2020-KF83, Class C, 9.083% | |
| | (1 Month USD LIBOR + 900 bps), 7/25/30 (144A) | 1,522,387 |
| 97,828 | L1C 3/8L1 LLC, Series 2019-1, Class B, 8.5%, | |
| | 11/1/22 (144A) | 98,461 |
| 2,500,000 | Wells Fargo Commercial Mortgage Trust, Series 2015-C28, | |
| | Class E, 3.0%, 5/15/48 (144A) | 1,835,015 |
| | TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES | |
| | (Cost $10,358,729) | $ 9,838,514 |
| | CONVERTIBLE CORPORATE BONDS — 2.2% of | |
| | Net Assets | |
| | Banks — 0.0%† | |
| IDR1,422,679,000^ | PT Bakrie & Brothers Tbk, 12/22/22 | $ 9,940 |
| | Total Banks | $ 9,940 |
The accompanying notes are an integral part of these financial statements.
14 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Chemicals — 1.4% | |
| 4,000,000(e) | Hercules LLC, 6.5%, 6/30/29 | $ 4,015,000 |
| | Total Chemicals | $ 4,015,000 |
| | Entertainment — 0.5% | |
| 655,000(f) | DraftKings, Inc., 3/15/28 (144A) | $ 576,728 |
| 849,000 | IMAX Corp., 0.5%, 4/1/26 (144A) | 829,307 |
| | Total Entertainment | $ 1,406,035 |
| | Pharmaceuticals — 0.2% | |
| 1,300,000 | Tricida, Inc., 3.5%, 5/15/27 | $ 573,300 |
| | Total Pharmaceuticals | $ 573,300 |
| | REITs — 0.1% | |
| 235,000 | Summit Hotel Properties, Inc., 1.5%, 2/15/26 | $ 246,816 |
| | Total REITs | $ 246,816 |
| | TOTAL CONVERTIBLE CORPORATE BONDS | |
| | (Cost $5,622,547) | $ 6,251,091 |
| | CORPORATE BONDS — 127.2% of Net Assets | |
| | Advertising — 2.6% | |
| 200,000 | Clear Channel International BV, 6.625%, 8/1/25 (144A) | $ 208,250 |
| 2,090,000 | Clear Channel Outdoor Holdings, Inc., 7.5%, | |
| | 6/1/29 (144A) | 2,173,600 |
| 900,000 | Clear Channel Outdoor Holdings, Inc., 7.75%, | |
| | 4/15/28 (144A) | 947,250 |
| 2,485,000 | Midas OpCo Holdings LLC, 5.625%, 8/15/29 (144A) | 2,571,354 |
| 1,445,000 | Summer BC Bidco B LLC, 5.5%, 10/31/26 (144A) | 1,480,980 |
| | Total Advertising | $ 7,381,434 |
| | Aerospace & Defense — 2.0% | |
| 2,150,000 | Bombardier, Inc., 6.0%, 2/15/28 (144A) | $ 2,174,188 |
| 960,000 | Bombardier, Inc., 7.125%, 6/15/26 (144A) | 1,010,400 |
| 1,210,000 | Howmet Aerospace, Inc., 6.875%, 5/1/25 | 1,415,724 |
| 745,000 | Kratos Defense & Security Solutions, Inc., 6.5%, 11/30/25 | |
| | (144A) | 772,006 |
| 228,000 | Triumph Group, Inc., 8.875%, 6/1/24 (144A) | 250,800 |
| | Total Aerospace & Defense | $ 5,623,118 |
| | Airlines — 3.3% | |
| 1,455,000 | Delta Air Lines, Inc., 3.75%, 10/28/29 | $ 1,481,086 |
| 355,000 | Delta Air Lines, Inc., 7.375%, 1/15/26 | 418,088 |
| 1,380,000 | Mileage Plus Holdings LLC/Mileage Plus Intellectual | |
| | Property Assets, Ltd., 6.5%, 6/20/27 (144A) | 1,500,264 |
| 3,960,000 | Pegasus Hava Tasimaciligi AS, 9.25%, 4/30/26 (144A) | 4,177,800 |
| EUR 2,000,000 | Transportes Aereos Portugueses SA, 5.625%, | |
| | 12/2/24 (144A) | 1,905,460 |
| | Total Airlines | $ 9,482,698 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 15
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Auto Manufacturers — 2.0% | |
| 1,650,000 | Ford Motor Credit Co. LLC, 3.815%, 11/2/27 | $ 1,711,875 |
| 1,399,000 | General Motors Co., 6.125%, 10/1/25 | 1,638,624 |
| 2,260,000 | JB Poindexter & Co., Inc., 7.125%, 4/15/26 (144A) | 2,378,650 |
| | Total Auto Manufacturers | $ 5,729,149 |
| | Auto Parts & Equipment — 1.9% | |
| 2,000,000 | American Axle & Manufacturing, Inc., 6.5%, 4/1/27 | $ 2,085,000 |
| 1,798,000 | Dealer Tire LLC/DT Issuer LLC, 8.0%, 2/1/28 (144A) | 1,882,357 |
| 1,195,000 | Goodyear Tire & Rubber Co., 9.5%, 5/31/25 | 1,311,513 |
| | Total Auto Parts & Equipment | $ 5,278,870 |
| | Banks — 3.3% | |
| 825,000 | Access Bank Plc, 10.5%, 10/19/21 (144A) | $ 826,922 |
| 600,000(b)(c) | Bank of America Corp., 6.5% (3 Month USD LIBOR + | |
| | 417 bps) | 671,400 |
| 1,800,000(b)(c) | Barclays Plc, 7.75% (5 Year USD Swap Rate + 484 bps) | 1,962,000 |
| 700,000(b)(c) | Credit Suisse Group AG, 7.5% (5 Year USD Swap Rate + | |
| | 460 bps) (144A) | 764,750 |
| 815,000 | Freedom Mortgage Corp., 6.625%, 1/15/27 (144A) | 792,588 |
| 1,931,000 | Freedom Mortgage Corp., 8.125%, 11/15/24 (144A) | 1,957,551 |
| 1,680,000 | Freedom Mortgage Corp., 8.25%, 4/15/25 (144A) | 1,713,600 |
| 675,000(b)(c) | Intesa Sanpaolo S.p.A., 7.7% (5 Year USD Swap Rate + | |
| | 546 bps) (144A) | 765,315 |
| | Total Banks | $ 9,454,126 |
| | Building Materials — 1.9% | |
| 1,333,000 | Builders FirstSource, Inc., 6.75%, 6/1/27 (144A) | $ 1,412,980 |
| 470,000 | Cornerstone Building Brands, Inc., 6.125%, 1/15/29 (144A) | 499,375 |
| 745,000 | CP Atlas Buyer, Inc., 7.0%, 12/1/28 (144A) | 746,862 |
| 424,000 | Koppers, Inc., 6.0%, 2/15/25 (144A) | 433,540 |
| 2,062,000 | Patrick Industries, Inc., 7.5%, 10/15/27 (144A) | 2,221,805 |
| | Total Building Materials | $ 5,314,562 |
| | Chemicals — 4.9% | |
| 1,455,000 | Hexion, Inc., 7.875%, 7/15/27 (144A) | $ 1,553,213 |
| 1,355,000 | LSF11 A5 Holdco LLC, 6.625%, 10/15/29 (144A) | 1,355,000 |
| 2,250,000 | LYB Finance Co. BV, 8.1%, 3/15/27 (144A) | 2,947,431 |
| 470,000 | Olin Corp., 9.5%, 6/1/25 (144A) | 585,738 |
| 440,000 | Olympus Water US Holding Corp., 6.25%, 10/1/29 (144A) | 436,018 |
| 2,316,000 | Rain CII Carbon LLC/CII Carbon Corp., 7.25%, | |
| | 4/1/25 (144A) | 2,373,900 |
| 1,340,000 | Trinseo Materials Operating SCA/Trinseo Materials | |
| | Finance, Inc., 5.125%, 4/1/29 (144A) | 1,350,050 |
| 2,030,000 | Tronox, Inc., 4.625%, 3/15/29 (144A) | 2,019,850 |
| 1,290,000 | Tronox, Inc., 6.5%, 5/1/25 (144A) | 1,354,074 |
| | Total Chemicals | $ 13,975,274 |
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | | Commercial Services — 5.9% | |
| | 495,000 | Allied Universal Holdco LLC/Allied Universal Finance | |
| | | Corp., 6.0%, 6/1/29 (144A) | $ 488,461 |
| | 350,000 | Allied Universal Holdco LLC/Allied Universal Finance | |
| | | Corp., 6.625%, 7/15/26 (144A) | 370,048 |
| | 1,905,000 | Allied Universal Holdco LLC/Allied Universal Finance | |
| | | Corp., 9.75%, 7/15/27 (144A) | 2,066,925 |
| | 950,000 | APX Group, Inc., 6.75%, 2/15/27 (144A) | 1,010,135 |
| | 790,000 | Atento Luxco 1 SA, 8.0%, 2/10/26 (144A) | 863,122 |
| | 2,116,000 | Garda World Security Corp., 6.0%, 6/1/29 (144A) | 2,058,022 |
| | 2,059,000 | Garda World Security Corp., 9.5%, 11/1/27 (144A) | 2,220,899 |
| | 319,000 | Herc Holdings, Inc., 5.5%, 7/15/27 (144A) | 334,596 |
| | 915,000 | NESCO Holdings II, Inc., 5.5%, 4/15/29 (144A) | 949,038 |
| | 4,155,000 | Prime Security Services Borrower LLC/Prime Finance, | |
| | | Inc., 6.25%, 1/15/28 (144A) | 4,295,356 |
| | 1,093,000 | Sotheby’s, 7.375%, 10/15/27 (144A) | 1,155,847 |
| | 862,000 | Verscend Escrow Corp., 9.75%, 8/15/26 (144A) | 908,333 |
| | | Total Commercial Services | $ 16,720,782 |
| | | Computers — 1.3% | |
| | 555,000 | Dell International LLC/EMC Corp., 7.125%, | |
| | | 6/15/24 (144A) | $ 567,562 |
| | 1,810,000 | Diebold Nixdorf, Inc., 8.5%, 4/15/24 | 1,848,462 |
| | 175,000 | Diebold Nixdorf, Inc., 9.375%, 7/15/25 (144A) | 191,517 |
| | 980,000 | NCR Corp., 5.0%, 10/1/28 (144A) | 1,001,374 |
| | | Total Computers | $ 3,608,915 |
| | | Diversified Financial Services — 9.8% | |
| | 4,055,000 | Alliance Data Systems Corp., 7.0%, 1/15/26 (144A) | $ 4,338,850 |
| | 2,150,000 | ASG Finance Designated Activity Co., 7.875%, | |
| | | 12/3/24 (144A) | 2,117,750 |
| | 1,244,305(g) | Avation Capital SA, 8.25% (9.0% PIK or 8.25% cash), | |
| | | 10/31/26 (144A) | 1,051,438 |
| | 340,000 | Credito Real SAB de CV SOFOM ER, 8.0%, 1/21/28 (144A) | 291,681 |
| | 3,105,000 | Credito Real SAB de CV SOFOM ER, 9.5%, 2/7/26 (144A) | 2,848,993 |
| EUR | 480,000 | Garfunkelux Holdco 3 SA, 6.75%, 11/1/25 (144A) | 580,391 |
| GBP | 820,000 | Garfunkelux Holdco 3 SA, 7.75%, 11/1/25 (144A) | 1,154,252 |
| | 2,147,628(g) | Global Aircraft Leasing Co., Ltd., 6.5% (7.25% PIK or 6.50% | |
| | | cash), 9/15/24 (144A) | 2,110,045 |
| | 1,130,000 | Jefferies Finance LLC/JFIN Co.-Issuer Corp., 5.0%, | |
| | | 8/15/28 (144A) | 1,146,950 |
| | 1,020,000 | Nationstar Mortgage Holdings, Inc., 5.125%, | |
| | | 12/15/30 (144A) | 1,034,096 |
| | 845,000 | Nationstar Mortgage Holdings, Inc., 6.0%, 1/15/27 (144A) | 881,969 |
| | 160,000 | OneMain Finance Corp., 6.625%, 1/15/28 | 184,000 |
| | 460,000 | OneMain Finance Corp., 8.875%, 6/1/25 | 499,100 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 17
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Diversified Financial Services — (continued) |
| 1,290,000 | Oxford Finance LLC/Oxford Finance Co.-Issuer II, Inc., | |
| | 6.375%, 12/15/22 (144A) | $ 1,294,837 |
| 755,000 | PHH Mortgage Corp., 7.875%, 3/15/26 (144A) | 768,212 |
| 3,415,000 | Provident Funding Associates LP/PFG Finance Corp., | |
| | 6.375%, 6/15/25 (144A) | 3,474,762 |
| 1,225,000 | United Wholesale Mortgage LLC, 5.5%, 4/15/29 (144A) | 1,189,357 |
| 2,395,000 | VistaJet Malta Finance Plc/XO Management Holding, Inc., | |
| | 10.5%, 6/1/24 (144A) | 2,601,569 |
| | Total Diversified Financial Services | $ 27,568,252 |
| | Electric — 1.9% | |
| 825,000 | Cemig Geracao e Transmissao SA, 9.25%, 12/5/24 (144A) | $ 934,313 |
| 1,010,000(c) | Enel S.p.A., 8.75% (5 Year USD Swap Rate + | |
| | 588 bps), 9/24/73 (144A) | 1,151,400 |
| 676,000 | NRG Energy, Inc., 6.625%, 1/15/27 | 700,302 |
| 1,001,273 | NSG Holdings LLC/NSG Holdings, Inc., 7.75%, | |
| | 12/15/25 (144A) | 1,077,620 |
| 1,520,000 | Talen Energy Supply LLC, 7.625%, 6/1/28 (144A) | 1,425,000 |
| 354,000 | Talen Energy Supply LLC, 10.5%, 1/15/26 (144A) | 194,700 |
| 6,000 | Vistra Operations Co. LLC, 5.625%, 2/15/27 (144A) | 6,210 |
| | Total Electric | $ 5,489,545 |
| | Electrical Components & Equipment — 0.5% |
| 750,000 | WESCO Distribution, Inc., 7.125%, 6/15/25 (144A) | $ 802,373 |
| 520,000 | WESCO Distribution, Inc., 7.25%, 6/15/28 (144A) | 575,900 |
| | Total Electrical Components & Equipment | $ 1,378,273 |
| | Electronics — 0.1% | |
| 380,000 | TTM Technologies, Inc., 4.0%, 3/1/29 (144A) | $ 380,646 |
| | Total Electronics | $ 380,646 |
| | Energy-Alternate Sources — 0.6% | |
| 1,575,000 | Renewable Energy Group, Inc., 5.875%, 6/1/28 (144A) | $ 1,628,156 |
| | Total Energy-Alternate Sources | $ 1,628,156 |
| | Engineering & Construction — 1.4% | |
| 3,010,000 | Artera Services LLC, 9.033%, 12/4/25 (144A) | $ 3,265,850 |
| 475,000 | Brundage-Bone Concrete Pumping Holdings, Inc., | |
| | 6.0%, 2/1/26 (144A) | 495,187 |
| 704,038(h) | Stoneway Capital Corp., 10.0%, 3/1/27 (144A) | 179,537 |
| | Total Engineering & Construction | $ 3,940,574 |
| | Entertainment — 6.1% | |
| 768,000 | AMC Entertainment Holdings, Inc., 10.5%, 4/24/26 (144A) | $ 824,640 |
| 2,264,138(g) | AMC Entertainment Holdings, Inc., 12.0% (12.0% PIK or | |
| | 10.0% cash), 6/15/26 (144A) | 2,190,554 |
| 1,085,000 | Caesars Entertainment, Inc., 8.125%, 7/1/27 (144A) | 1,219,269 |
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | | Entertainment — (continued) | |
| EUR | 870,400 | Cirsa Finance International S.a.r.l., 6.25%, | |
| | | 12/20/23 (144A) | $ 1,022,802 |
| | 380,000 | International Game Technology Plc, 4.125%, | |
| | | 4/15/26 (144A) | 394,961 |
| | 395,000 | International Game Technology Plc, 6.25%, | |
| | | 1/15/27 (144A) | 446,350 |
| | 656,000 | International Game Technology Plc, 6.5%, 2/15/25 (144A) | 732,063 |
| | 1,265,000 | Lions Gate Capital Holdings LLC, 5.5%, 4/15/29 (144A) | 1,307,719 |
| | 1,880,000 | Mohegan Gaming & Entertainment, 8.0%, 2/1/26 (144A) | 1,958,734 |
| | 1,910,000 | Scientific Games International, Inc., 7.0%, 5/15/28 (144A) | 2,060,412 |
| | 1,910,000 | Scientific Games International, Inc., 7.25%, | |
| | | 11/15/29 (144A) | 2,146,148 |
| | 571,000 | Scientific Games International, Inc., 8.25%, | |
| | | 3/15/26 (144A) | 605,974 |
| | 2,035,000 | SeaWorld Parks & Entertainment, Inc., 5.25%, | |
| | | 8/15/29 (144A) | 2,079,159 |
| | | Total Entertainment | $ 16,988,785 |
| | | Environmental Control — 0.9% | |
| | 1,691,000 | Covanta Holding Corp., 6.0%, 1/1/27 | $ 1,752,941 |
| | 818,000 | Tervita Corp., 11.0%, 12/1/25 (144A) | 928,430 |
| | | Total Environmental Control | $ 2,681,371 |
| | | Food — 2.5% | |
| | 531,000 | Albertsons Cos., Inc./Safeway, Inc./New Albertsons | |
| | | LP/Albertsons LLC, 7.5%, 3/15/26 (144A) | $ 573,480 |
| | 1,412,000 | FAGE International SA/FAGE USA Dairy Industry, | |
| | | Inc., 5.625%, 8/15/26 (144A) | 1,451,677 |
| | 2,795,000 | Frigorifico Concepcion SA, 7.7%, 7/21/28 (144A) | 2,892,853 |
| | 775,000 | JBS USA LUX SA/JBS USA Finance, Inc., 6.75%, | |
| | | 2/15/28 (144A) | 840,883 |
| | 625,000 | JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, | |
| | | Inc., 6.5%, 4/15/29 (144A) | 698,437 |
| | 460,000 | United Natural Foods, Inc., 6.75%, 10/15/28 (144A) | 497,950 |
| | | Total Food | $ 6,955,280 |
| | | Forest Products & Paper — 2.2% | |
| | 2,035,000 | Mercer International, Inc., 5.125%, 2/1/29 | $ 2,078,244 |
| | 831,000 | Schweitzer-Mauduit International, Inc., 6.875%, 10/1/26 | |
| | | (144A) | 864,304 |
| | 3,290,000 | Sylvamo Corp., 7.0%, 9/1/29 (144A) | 3,366,065 |
| | | Total Forest Products & Paper | $ 6,308,613 |
| | | Healthcare-Products — 0.8% | |
| | 2,011,000 | Varex Imaging Corp., 7.875%, 10/15/27 (144A) | $ 2,262,777 |
| | | Total Healthcare-Products | $ 2,262,777 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 19
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Healthcare-Services — 5.0% | |
| 610,000 | AHP Health Partners, Inc., 5.75%, 7/15/29 (144A) | $ 616,100 |
| 1,425,000 | Auna SAA, 6.5%, 11/20/25 (144A) | 1,496,250 |
| 1,340,000 | Centene Corp., 4.625%, 12/15/29 | 1,460,600 |
| 580,000 | CHS/Community Health Systems, Inc., 5.625%, | |
| | 3/15/27 (144A) | 607,335 |
| 265,000 | CHS/Community Health Systems, Inc., 6.0%, | |
| | 1/15/29 (144A) | 280,900 |
| 580,000 | Legacy LifePoint Health LLC, 6.75%, 4/15/25 (144A) | 609,906 |
| 385,000 | LifePoint Health, Inc., 5.375%, 1/15/29 (144A) | 374,413 |
| 2,640,000 | Prime Healthcare Services, Inc., 7.25%, 11/1/25 (144A) | 2,831,400 |
| 2,396,000 | Surgery Center Holdings, Inc., 10.0%, 4/15/27 (144A) | 2,587,680 |
| 725,000 | US Acute Care Solutions LLC, 6.375%, 3/1/26 (144A) | 767,594 |
| 2,500,000 | US Renal Care, Inc., 10.625%, 7/15/27 (144A) | 2,656,250 |
| | Total Healthcare-Services | $ 14,288,428 |
| | Home Builders — 1.9% | |
| 475,000 | Beazer Homes USA, Inc., 6.75%, 3/15/25 | $ 488,656 |
| 1,155,000 | Beazer Homes USA, Inc., 7.25%, 10/15/29 | 1,271,944 |
| 1,680,000 | Brookfield Residential Properties, Inc./Brookfield | |
| | Residential US LLC, 4.875%, 2/15/30 (144A) | 1,713,600 |
| 790,000 | KB Home, 7.5%, 9/15/22 | 835,859 |
| 1,035,000 | KB Home, 7.625%, 5/15/23 | 1,102,275 |
| | Total Home Builders | $ 5,412,334 |
| | Housewares — 0.1% | |
| 250,000 | CD&R Smokey Buyer, Inc., 6.75%, 7/15/25 (144A) | $ 264,062 |
| | Total Housewares | $ 264,062 |
| | Insurance — 5.5% | |
| 3,800,000 | Hanover Insurance Group, Inc., 7.625%, 10/15/25 | $ 4,623,134 |
| 3,075,000(c) | Liberty Mutual Group, Inc., 10.75% (3 Month USD LIBOR + | |
| | 712 bps), 6/15/58 (144A) | 4,343,252 |
| 3,000,000 | Liberty Mutual Insurance Co., 7.697%, 10/15/97 (144A) | 4,620,759 |
| 1,100,000 | MetLife, Inc., 10.75%, 8/1/39 | 1,913,260 |
| | Total Insurance | $ 15,500,405 |
| | Internet — 0.1% | |
| 205,000 | Expedia Group, Inc., 6.25%, 5/1/25 (144A) | $ 236,280 |
| | Total Internet | $ 236,280 |
| | Iron & Steel — 2.3% | |
| 485,000 | Allegheny Technologies, Inc., 4.875%, 10/1/29 | $ 486,819 |
| 270,000 | Allegheny Technologies, Inc., 5.125%, 10/1/31 | 272,079 |
| 1,840,000 | Cleveland-Cliffs, Inc., 6.75%, 3/15/26 (144A) | 1,961,900 |
| 155,000 | Cleveland-Cliffs, Inc., 9.875%, 10/17/25 (144A) | 177,863 |
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | | Iron & Steel — (continued) | |
| | 1,470,000 | Commercial Metals Co., 5.375%, 7/15/27 | $ 1,542,625 |
| | 1,860,000 | TMS International Corp., 6.25%, 4/15/29 (144A) | 1,943,700 |
| | | Total Iron & Steel | $ 6,384,986 |
| | | Leisure Time — 2.7% | |
| | 215,000 | Carnival Corp., 7.625%, 3/1/26 (144A) | $ 229,513 |
| EUR | 280,000 | Carnival Corp., 7.625%, 3/1/26 (144A) | 349,621 |
| | 285,000 | Carnival Corp., 10.5%, 2/1/26 (144A) | 330,386 |
| EUR | 731,000 | Carnival Plc, 1.0%, 10/28/29 | 656,714 |
| | 1,295,000 | NCL Corp., Ltd., 5.875%, 3/15/26 (144A) | 1,327,375 |
| | 360,000 | NCL Finance, Ltd., 6.125%, 3/15/28 (144A) | 373,500 |
| | 745,000 | Royal Caribbean Cruises, Ltd., 5.5%, 4/1/28 (144A) | 761,993 |
| | 270,000 | Royal Caribbean Cruises, Ltd., 9.125%, 6/15/23 (144A) | 293,437 |
| | 380,000 | Royal Caribbean Cruises, Ltd., 11.5%, 6/1/25 (144A) | 433,580 |
| | 2,790,000 | Viking Cruises, Ltd., 6.25%, 5/15/25 (144A) | 2,796,975 |
| | | Total Leisure Time | $ 7,553,094 |
| | | Lodging — 2.6% | |
| | 535,000 | Boyd Gaming Corp., 4.75%, 6/15/31 (144A) | $ 551,719 |
| | 880,000 | Boyd Gaming Corp., 8.625%, 6/1/25 (144A) | 953,700 |
| | 950,000 | Hilton Domestic Operating Co., Inc., 3.75%, 5/1/29 (144A) | 959,500 |
| | 910,000 | Hilton Domestic Operating Co., Inc., 4.0%, 5/1/31 (144A) | 923,650 |
| | 815,000 | Hyatt Hotels Corp., 5.375%, 4/23/25 | 910,015 |
| | 390,000 | Hyatt Hotels Corp., 5.75%, 4/23/30 | 467,729 |
| | 35,000 | Marriott International, Inc., 5.75%, 5/1/25 | 40,013 |
| | 1,700,000 | MGM Resorts International, 6.0%, 3/15/23 | 1,797,240 |
| | 725,000 | Travel + Leisure Co., 6.625%, 7/31/26 (144A) | 825,608 |
| | | Total Lodging | $ 7,429,174 |
| | | Machinery-Construction & Mining — 0.3% |
| | 955,000 | Terex Corp., 5.0%, 5/15/29 (144A) | $ 989,619 |
| | | Total Machinery-Construction & Mining | $ 989,619 |
| | | Machinery-Diversified — 0.4% | |
| | 1,113,000 | Maxim Crane Works Holdings Capital LLC, 10.125%, | |
| | | 8/1/24 (144A) | $ 1,139,434 |
| | | Total Machinery-Diversified | $ 1,139,434 |
| | | Media — 3.6% | |
| | 480,000 | Audacy Capital Corp., 6.75%, 3/31/29 (144A) | $ 483,802 |
| | 1,255,000 | CCO Holdings LLC/CCO Holdings Capital Corp., 4.5%, | |
| | | 6/1/33 (144A) | 1,277,239 |
| | 2,050,000 | Cengage Learning, Inc., 9.5%, 6/15/24 (144A) | 2,097,847 |
| | 825,000 | CSC Holdings LLC, 5.0%, 11/15/31 (144A) | 791,752 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 21
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Media — (continued) | |
| 1,404,000 | Diamond Sports Group LLC/Diamond Sports Finance | |
| | Co., 6.625%, 8/15/27 (144A) | $ 614,250 |
| 303,000 | Gray Television, Inc., 5.875%, 7/15/26 (144A) | 312,772 |
| 1,057,000 | Gray Television, Inc., 7.0%, 5/15/27 (144A) | 1,133,632 |
| 3,530,000 | Mav Acquisition Corp., 8.0%, 8/1/29 (144A) | 3,372,138 |
| | Total Media | $ 10,083,432 |
| | Mining — 4.3% | |
| 940,000 | Arconic Corp., 6.125%, 2/15/28 (144A) | $ 996,419 |
| 1,665,000 | Coeur Mining, Inc., 5.125%, 2/15/29 (144A) | 1,598,483 |
| 3,440,000 | Eldorado Gold Corp., 6.25%, 9/1/29 (144A) | 3,400,887 |
| 375,000 | First Quantum Minerals, Ltd., 6.875%, 3/1/26 (144A) | 390,000 |
| 705,000 | First Quantum Minerals, Ltd., 6.875%, 10/15/27 (144A) | 745,978 |
| 1,750,000 | First Quantum Minerals, Ltd., 7.25%, 4/1/23 (144A) | 1,780,625 |
| 692,000 | Hudbay Minerals, Inc., 6.125%, 4/1/29 (144A) | 724,763 |
| 2,184,000 | Joseph T Ryerson & Son, Inc., 8.5%, 8/1/28 (144A) | 2,421,510 |
| | Total Mining | $ 12,058,665 |
| | Multi-National — 0.3% | |
| IDR 10,330,000,000 | Inter-American Development Bank, 7.875%, 3/14/23 | $ 755,164 |
| | Total Multi-National | $ 755,164 |
| | Oil & Gas — 12.6% | |
| 2,430,000 | Aethon United BR LP/Aethon United Finance Corp., | |
| | 8.25%, 2/15/26 (144A) | $ 2,624,400 |
| 1,105,000 | Ascent Resources Utica Holdings LLC/ARU Finance | |
| | Corp., 5.875%, 6/30/29 (144A) | 1,127,100 |
| 4,000,000 | Baytex Energy Corp., 8.75%, 4/1/27 (144A) | 4,130,000 |
| 1,402,000 | Cenovus Energy, Inc., 6.75%, 11/15/39 | 1,904,223 |
| 2,085,000 | Colgate Energy Partners III LLC, 7.75%, 2/15/26 (144A) | 2,194,462 |
| 330,000 | Endeavor Energy Resources LP/EER Finance, Inc., 6.625%, | |
| | 7/15/25 (144A) | 347,737 |
| 830,000 | Hilcorp Energy I LP/Hilcorp Finance Co., 6.0%, | |
| | 2/1/31 (144A) | 852,825 |
| 1,010,000 | MEG Energy Corp., 5.875%, 2/1/29 (144A) | 1,032,725 |
| 1,535,000 | MEG Energy Corp., 7.125%, 2/1/27 (144A) | 1,611,458 |
| 1,280,000 | Murphy Oil Corp., 6.375%, 7/15/28 | 1,353,600 |
| 2,000,000 | Neptune Energy Bondco Plc, 6.625%, 5/15/25 (144A) | 2,057,500 |
| 2,010,000 | Occidental Petroleum Corp., 4.4%, 4/15/46 | 2,001,538 |
| 571,000 | PBF Holding Co. LLC/PBF Finance Corp., 9.25%, | |
| | 5/15/25 (144A) | 541,023 |
| 1,245,000 | Petroleos Mexicanos, 6.875%, 10/16/25 (144A) | 1,363,275 |
| 1,100,000 | Precision Drilling Corp., 6.875%, 1/15/29 (144A) | 1,148,890 |
| 1,010,000 | Rockcliff Energy II LLC, 5.5%, 10/15/29 (144A) | 1,025,150 |
| 2,269,000 | Shelf Drilling Holdings, Ltd., 8.25%, 2/15/25 (144A) | 1,781,165 |
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | | Oil & Gas — (continued) | |
| | 1,015,000 | Shelf Drilling Holdings, Ltd., 8.875%, 11/15/24 (144A) | $ 1,040,375 |
| | 2,120,000 | Tap Rock Resources LLC, 7.0%, 10/1/26 (144A) | 2,178,300 |
| | 2,075,000 | Tullow Oil Plc, 10.25%, 5/15/26 (144A) | 2,166,840 |
| | 2,015,000 | Vine Energy Holdings LLC, 6.75%, 4/15/29 (144A) | 2,176,200 |
| | 1,000,000 | YPF SA, 6.95%, 7/21/27 (144A) | 737,500 |
| ARS | 15,750,000 | YPF SA, 16.5%, 5/9/22 (144A) | 151,534 |
| | | Total Oil & Gas | $ 35,547,820 |
| | | Oil & Gas Services — 2.0% | |
| | 385,000 | Archrock Partners LP/Archrock Partners Finance Corp., | |
| | | 6.25%, 4/1/28 (144A) | $ 397,512 |
| | 2,583,000 | Archrock Partners LP/Archrock Partners Finance Corp., | |
| | | 6.875%, 4/1/27 (144A) | 2,712,150 |
| | 1,940,000 | Exterran Energy Solutions LP/EES Finance Corp., 8.125%, | |
| | | 5/1/25 | 1,852,700 |
| | 703,000 | USA Compression Partners LP/USA Compression | |
| | | Finance Corp., 6.875%, 9/1/27 | 743,451 |
| | | Total Oil & Gas Services | $ 5,705,813 |
| | | Packaging & Containers — 0.5% | |
| | 1,500,000 | Greif, Inc., 6.5%, 3/1/27 (144A) | $ 1,569,585 |
| | | Total Packaging & Containers | $ 1,569,585 |
| | | Pharmaceuticals — 4.5% | |
| | 895,000 | AdaptHealth LLC, 5.125%, 3/1/30 (144A) | $ 895,456 |
| | 1,005,000 | Bausch Health Americas, Inc., 8.5%, 1/31/27 (144A) | 1,077,863 |
| | 535,000 | Bausch Health Cos., Inc., 7.0%, 1/15/28 (144A) | 548,214 |
| | 535,000 | Bausch Health Cos., Inc., 7.25%, 5/30/29 (144A) | 546,369 |
| | 1,970,000 | Endo, DAC/Endo Finance LLC/Endo Finco, Inc., | |
| | | 6.0%, 6/30/28 (144A) | 1,432,151 |
| | 1,376,000 | Endo, DAC/Endo Finance LLC/Endo Finco, Inc., | |
| | | 9.5%, 7/31/27 (144A) | 1,379,055 |
| EUR | 1,165,000 | Grifols Escrow Issuer, 3.88%, 10/15/28 (144A) | 1,364,465 |
| | 1,180,000 | Mozart Debt Merger Sub, Inc., 3.88%, 4/1/29 (144A) | 1,180,000 |
| | 520,000 | Mozart Debt Merger Sub, Inc., 5.25%, 10/1/29 (144A) | 520,000 |
| | 965,000 | P&L Development LLC/PLD Finance Corp., 7.75%, | |
| | | 11/15/25 (144A) | 1,002,346 |
| | 579,000 | Par Pharmaceutical, Inc., 7.5%, 4/1/27 (144A) | 589,856 |
| | 2,080,000 | Teva Pharmaceutical Finance Netherlands III BV, 2.8%, | |
| | | 7/21/23 | 2,067,603 |
| | | Total Pharmaceuticals | $ 12,603,378 |
| | | Pipelines — 7.2% | |
| | 910,000 | DCP Midstream Operating LP, 5.6%, 4/1/44 | $ 1,060,150 |
| | 1,175,000(c) | DCP Midstream Operating LP, 5.85% (3 Month USD | |
| | | LIBOR + 385 bps), 5/21/43 (144A) | 1,092,750 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 23
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Pipelines — (continued) | |
| 1,210,000 | Delek Logistics Partners LP/Delek Logistics Finance | |
| | Corp., 6.75%, 5/15/25 | $ 1,240,262 |
| 1,060,000 | Delek Logistics Partners LP/Delek Logistics Finance | |
| | Corp., 7.125%, 6/1/28 (144A) | 1,128,900 |
| 1,524,000(d) | Energy Transfer LP, 3.143% (3 Month USD LIBOR + | |
| | 302 bps), 11/1/66 | 1,256,995 |
| 1,965,000(b)(c) | Energy Transfer LP, 7.125% (5 Year CMT Index + 531 bps) | 2,046,056 |
| 925,000 | EnLink Midstream Partners LP, 4.15%, 6/1/25 | 953,240 |
| 248,000 | EnLink Midstream Partners LP, 5.05%, 4/1/45 | 226,300 |
| 270,000 | EnLink Midstream Partners LP, 5.45%, 6/1/47 | 260,507 |
| 717,000 | EnLink Midstream Partners LP, 5.6%, 4/1/44 | 684,735 |
| 770,000 | Genesis Energy LP/Genesis Energy Finance Corp., | |
| | 8.0%, 1/15/27 | 781,704 |
| 421,000 | Global Partners LP/GLP Finance Corp., 7.0%, 8/1/27 | 438,893 |
| 1,760,000 | Harvest Midstream I LP, 7.5%, 9/1/28 (144A) | 1,874,664 |
| 1,150,000 | NuStar Logistics LP, 6.375%, 10/1/30 | 1,265,000 |
| 1,850,000 | ONEOK, Inc., 6.875%, 9/30/28 | 2,307,343 |
| 1,272,000 | PBF Logistics LP/PBF Logistics Finance Corp., 6.875%, | |
| | 5/15/23 | 1,240,200 |
| 1,801,000 | Williams Cos., Inc., 5.75%, 6/24/44 | 2,367,688 |
| | Total Pipelines | $ 20,225,387 |
| | REITs — 2.0% | |
| 1,363,000 | MPT Operating Partnership LP/MPT Finance Corp., | |
| | 4.625%, 8/1/29 | $ 1,462,499 |
| 230,000 | Uniti Group LP/Uniti Fiber Holdings, Inc./CSL Capital | |
| | LLC, 6.0%, 1/15/30 (144A) | 227,988 |
| 3,676,000 | Uniti Group LP/Uniti Fiber Holdings, Inc./CSL Capital | |
| | LLC, 7.875%, 2/15/25 (144A) | 3,884,062 |
| | Total REITs | $ 5,574,549 |
| | Retail — 3.7% | |
| 1,240,000 | AAG FH LP/AAG FH Finco, Inc., 9.75%, 7/15/24 (144A) | $ 1,227,600 |
| 520,000 | Ambience Merger Sub, Inc., 7.125%, 7/15/29 (144A) | 518,700 |
| 589,000 | Asbury Automotive Group, Inc., 4.75%, 3/1/30 | 614,769 |
| 1,625,000 | Bath & Body Works, Inc., 6.625%, 10/1/30 (144A) | 1,844,375 |
| 1,045,000 | Golden Nugget, Inc., 6.75%, 10/15/24 (144A) | 1,046,358 |
| 470,000 | IRB Holding Corp., 7.0%, 6/15/25 (144A) | 498,200 |
| 1,365,000 | LCM Investments Holdings II LLC, 4.875%, 5/1/29 (144A) | 1,400,586 |
| 615,000 | Macy’s Retail Holdings LLC, 5.875%, 4/1/29 (144A) | 667,275 |
| 880,000 | Party City Holdings, Inc., 8.75%, 2/15/26 (144A) | 920,700 |
| 475,000 | PetSmart, Inc./PetSmart Finance Corp., 7.75%, | |
| | 2/15/29 (144A) | 518,344 |
| 275,000 | SRS Distribution, Inc., 6.125%, 7/1/29 (144A) | 283,250 |
| 798,000 | Staples, Inc., 7.5%, 4/15/26 (144A) | 809,970 |
| | Total Retail | $ 10,350,127 |
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Software — 0.5% | |
| 1,350,000 | Rackspace Technology Global, Inc., 5.375%, | |
| | 12/1/28 (144A) | $ 1,326,375 |
| | Total Software | $ 1,326,375 |
| | Telecommunications — 5.3% | |
| 1,495,000 | Altice France Holding SA, 6.0%, 2/15/28 (144A) | $ 1,425,729 |
| 1,169,000 | Altice France Holding SA, 10.5%, 5/15/27 (144A) | 1,274,210 |
| 270,000 | Altice France SA, 5.125%, 1/15/29 (144A) | 264,600 |
| 1,075,000 | Cincinnati Bell, Inc., 8.0%, 10/15/25 (144A) | 1,120,365 |
| 559,000 | CommScope Technologies LLC, 6.0%, 6/15/25 (144A) | 567,111 |
| 910,000 | CommScope, Inc., 4.75%, 9/1/29 (144A) | 911,138 |
| 119,296 | Digicel International Finance, Ltd./Digicel international | |
| | Holdings, Ltd., 8.0%, 12/31/26 (144A) | 115,420 |
| 298,833 | Digicel International Finance, Ltd./Digicel international | |
| | Holdings, Ltd., 8.75%, 5/25/24 (144A) | 309,292 |
| 163,968(g) | Digicel International Finance, Ltd./Digicel international | |
| | Holdings, Ltd., 13.0% (7.0% PIK or 6.0% cash), |
| | 12/31/25 (144A) | 165,198 |
| 1,050,000 | LogMeIn, Inc., 5.5%, 9/1/27 (144A) | 1,069,562 |
| 1,700,000 | Lumen Technologies, Inc., 5.625%, 4/1/25 | 1,848,750 |
| 3,080,000 | Sprint Corp., 7.125%, 6/15/24 | 3,505,656 |
| 41,000 | Sprint Corp., 7.625%, 3/1/26 | 49,610 |
| 2,385,000 | Windstream Escrow LLC/Windstream Escrow Finance | |
| | Corp., 7.75%, 8/15/28 (144A) | 2,491,013 |
| | Total Telecommunications | $ 15,117,654 |
| | Transportation — 3.6% | |
| 2,640,000 | Carriage Purchaser, Inc., 7.875%, 10/15/29 (144A) | $ 2,632,146 |
| 1,375,000 | Danaos Corp., 8.5%, 3/1/28 (144A) | 1,519,375 |
| 820,000 | Seaspan Corp., 5.5%, 8/1/29 (144A) | 836,580 |
| 1,500,000 | Seaspan Corp., 6.5%, 4/29/26 (144A) | 1,612,500 |
| 1,240,000 | Watco Cos., LLC/Watco Finance Corp., 6.5%, | |
| | 6/15/27 (144A) | 1,326,800 |
| 2,055,000 | Western Global Airlines LLC, 10.375%, 8/15/25 (144A) | 2,301,580 |
| | Total Transportation | $ 10,228,981 |
| | Trucking & Leasing — 0.3% | |
| 690,000 | Fortress Transportation & Infrastructure Investors LLC, | |
| | 9.75%, 8/1/27 (144A) | $ 781,425 |
| | Total Trucking & Leasing | $ 781,425 |
| | TOTAL CORPORATE BONDS | |
| | (Cost $335,286,764) | $ 359,277,371 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 25
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | FOREIGN GOVERNMENT BONDS — 1.4% of | |
| | Net Assets | |
| | Bahrain — 0.4% | |
| 1,055,000 | Bahrain Government International Bond, 5.625%, | |
| | 9/30/31 (144A) | $ 1,044,450 |
| | Total Bahrain | $ 1,044,450 |
| | Mexico — 0.7% | |
| MXN 38,420,700 | Mexican Bonos, 8.0%, 12/7/23 | $ 1,927,176 |
| | Total Mexico | $ 1,927,176 |
| | Nigeria — 0.1% | |
| 475,000 | Nigeria Government International Bond, 7.375%, | |
| | 9/28/33 (144A) | $ 478,800 |
| | Total Nigeria | $ 478,800 |
| | Russia — 0.2% | |
| 452,400(i) | Russian Government International Bond, 7.5%, 3/31/30 | $ 524,784 |
| | Total Russia | $ 524,784 |
| | TOTAL FOREIGN GOVERNMENT BONDS | |
| | (Cost $3,912,161) | $ 3,975,210 |
| |
| Face | | |
| Amount | | |
| USD ($) | | |
| | INSURANCE-LINKED SECURITIES — 0.4% of | |
| | Net Assets# | |
| | Collateralized Reinsurance — 0.1% | |
| | Multiperil – U.S. — 0.0%† | |
| 500,000+(j) | Dingle Re 2019, 2/1/23 | $ 10,263 |
| | Multiperil – Worldwide — 0.1% | |
| 500,000+(a)(j) | Cypress Re 2017, 1/31/23 | $ 50 |
| 54,000+(j) | Limestone Re, 3/1/23 (144A) | 21,260 |
| 277,770+(a)(j) | Oyster Bay Re 2018, 1/31/23 | 252,104 |
| 400,000+(a)(j) | Resilience Re, 10/10/21 (144A) | — |
| | | $ 273,414 |
| | Total Collateralized Reinsurance | $ 283,677 |
| | Reinsurance Sidecars — 0.3% | |
| | Multiperil – U.S. — 0.1% | |
| 1,000,000+(a)(j) | Carnoustie Re 2017, 11/30/22 | $ 131,800 |
| 500,000+(a)(k) | Harambee Re 2018, 12/31/22 | 500 |
| 600,000+(k) | Harambee Re 2019, 12/31/22 | 2,160 |
| | | $ 134,460 |
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | |
| Face | | |
| Amount | | |
| USD ($) | | Value |
| | Multiperil – Worldwide — 0.2% | |
| 3,037+(k) | Alturas Re 2019-2, 3/10/23 | $ 4,026 |
| 24,550+(k) | Alturas Re 2019-3, 9/12/23 | 12,454 |
| 162,311+(j) | Alturas Re 2020-1A, 3/10/23 (144A) | 23,081 |
| 29,558+(k) | Alturas Re 2020-2, 3/10/23 | 25,444 |
| 1,167,977+(a)(j) | Berwick Re 2018-1, 12/31/22 | 90,285 |
| 834,446+(a)(j) | Berwick Re 2019-1, 12/31/22 | 99,716 |
| 849+(j) | Limestone Re 2018, 3/1/23 | — |
| 500,000+(a)(k) | Lorenz Re 2018, 7/1/22 | 3,824 |
| 499,318+(a)(k) | Lorenz Re 2019, 6/30/22 | 38,847 |
| 500,000+(a)(j) | Merion Re 2018-2, 12/31/22 | 82,750 |
| 1,000,000+(a)(j) | Pangaea Re 2016-2, 11/30/22 | 1,783 |
| 500,000+(a)(j) | Pangaea Re 2018-1, 12/31/22 | 10,527 |
| 1,000,000+(a)(j) | Pangaea Re 2018-3, 7/1/22 | 20,743 |
| 409,624+(a)(j) | Pangaea Re 2019-1, 2/1/23 | 8,535 |
| 735,313+(a)(j) | Pangaea Re 2019-3, 7/1/23 | 26,450 |
| 300,000+(a)(j) | Sector Re V, 12/1/23 (144A) | 57,718 |
| 20,000+(j) | Sector Re V, 12/1/24 (144A) | 57,310 |
| 250,000+(j) | Sussex Re 2020-1, 12/31/22 | 9,900 |
| 500,000+(j) | Versutus Re 2018, 12/31/22 | — |
| 441,274+(j) | Versutus Re 2019-A, 12/31/22 | — |
| 58,727+(j) | Versutus Re 2019-B, 12/31/22 | — |
| 253,645+(a)(j) | Woburn Re 2018, 12/31/22 | 17,891 |
| 244,914+(a)(j) | Woburn Re 2019, 12/31/22 | 63,638 |
| | | $ 654,922 |
| | Total Reinsurance Sidecars | $ 789,382 |
| | TOTAL INSURANCE-LINKED SECURITIES | |
| | (Cost $1,868,684) | $ 1,073,059 |
| |
| Principal | | |
| Amount | | |
| USD ($) | | |
| | SENIOR SECURED FLOATING RATE LOAN |
| | INTERESTS — 4.3% of Net Assets*(d) |
| | Aerospace & Defense — 0.6% | |
| 1,140,000 | Grupo Aeroméxico, SAB De CV, DIP Tranche 1 Term | |
| | Loan, 9.0% (LIBOR + 800 bps), 12/30/21 | $ 1,148,550 |
| 503,599(g) | Grupo Aeroméxico, SAB De CV, DIP Tranche 2 Term | |
| | Loan, 0.0% (15.5% PIK 0% Cash), 12/30/21 | 516,818 |
| | Total Aerospace & Defense | $ 1,665,368 |
| | Airlines — 0.1% | |
| 375,000 | AAdvantage Loyality IP, Ltd., Initial Term Loan, 5.5% | |
| | (LIBOR + 475 bps), 4/20/28 | $ 388,045 |
| | Total Airlines | $ 388,045 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 27
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| | | |
| Principal | | |
| Amount | | |
| USD ($) | | Value |
| | Diversified & Conglomerate Service — 0.9% |
| 1,418,394 | First Brands Group LLC, First Lien 2021 Term Loan, 6.0% | |
| | (LIBOR + 500 bps), 3/30/27 | $ 1,434,705 |
| 1,075,157 | Team Health Holdings, Inc., Initial Term Loan, 3.75% | |
| | (LIBOR + 275 bps), 2/6/24 | 1,051,350 |
| | Total Diversified & Conglomerate Service | $ 2,486,055 |
| | Entertainment & Leisure — 0.9% | |
| 2,647,125 | Enterprise Development Authority, Term B Loan, | |
| | 5.0% (LIBOR + 425 bps), 2/28/28 | $ 2,656,985 |
| | Total Entertainment & Leisure | $ 2,656,985 |
| | Healthcare, Education & Childcare — 0.1% |
| 199,000 | Surgery Center Holdings, Inc., 2021 New Term Loan, | |
| | 4.5% (LIBOR + 375 bps), 8/31/26 | $ 199,567 |
| | Total Healthcare, Education & Childcare | $ 199,567 |
| | Machinery - 0.4% | |
| 1,140,000 | Grinding Media, Inc., First Lien Initial Term | |
| | Loan, 9/21/28 | $ 1,134,300 |
| | Total Machinery | $ 1,134,300 |
| | Securities & Trusts — 0.6% | |
| 1,377,847 | Spectacle Gary Holdings LLC, Closing Date Term Loan, | |
| | 11.0% (LIBOR + 900 bps), 12/23/25 | $ 1,501,853 |
| 99,850 | Spectacle Gary Holdings LLC, Delayed Draw Term Loan, | |
| | 11.0% (LIBOR + 900 bps), 12/23/25 | 108,836 |
| | Total Securities & Trusts | $ 1,610,689 |
| | Telecommunications — 0.7% | |
| 1,960,000 | Commscope, Inc., Initial Term Loan, 3.334% (LIBOR + | |
| | 325 bps), 4/6/26 | $ 1,952,957 |
| | Total Telecommunications | $ 1,952,957 |
| | TOTAL SENIOR SECURED FLOATING RATE LOAN INTERESTS | |
| | (Cost $11,691,426) | $ 12,093,966 |
| Shares | | |
| | RIGHTS/WARRANTS — 0.1% of Net Assets | |
| | Health Care Providers & Services — 0.0%† | |
| 1,819,798(l) | ANR, Inc., 3/31/23 | $ 4,549 |
| | Total Health Care Providers & Services | $ 4,549 |
| | Oil, Gas & Consumable Fuels — 0.0%† | |
| 354(a)(m) | Alpha Metallurgical Resources, Inc., 7/26/23 | $ 6,354 |
| | Total Oil, Gas & Consumable Fuels | $ 6,354 |
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | | | | | |
| Shares | | | | | | Value |
| | Transportation — 0.1% | | | | |
| 10,071^(a)(n) | Syncreon Group, 10/1/24 | | | $ 207,463 |
| | Total Transportation | | | | $ 207,463 |
| | TOTAL RIGHTS/WARRANTS | | | |
| | (Cost $308,610) | | | | $ 218,366 |
| Number of | | | | Strike | Expiration | |
| Contracts | Description | Counterparty | Amount | Price | Date | |
| | OVER THE COUNTER (OTC) CURRENCY PUT | |
| | OPTIONS PURCHASED — 0.0%† | | |
| 3,500,000 | Put EUR | Bank of | EUR 31,099 | EUR 1.15 | 2/15/22 | $ 35,039 |
| | Call USD | America NA | | | | |
| 1,650,000 | Put EUR | JPMorgan | EUR 23,405 | EUR 1.17 | 2/4/22 | 26,856 |
| | Call USD | Chase Bank NA | | | | |
| | | | | | | $ 61,895 |
| | TOTAL OVER THE COUNTER (OTC) CURRENCY PUT |
| | OPTIONS PURCHASED | | | | |
| | (Premiums paid $54,504) | | | $ 61,895 |
| | TOTAL OPTIONS PURCHASED | | | |
| | (Premiums paid $54,504) | | | $ 61,895 |
| | TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS — 144.7% | |
| | (Cost $384,714,650)(n)(o) | | | $ 408,756,196 |
| | OVER THE COUNTER (OTC) CURRENCY CALL | |
| | OPTIONS WRITTEN — (0.0)%† | | | |
| (3,500,000) | Call EUR | Bank of | EUR 31,099 | EUR 1.20 | 2/15/22 | $ (10,350) |
| | Put USD | America NA | | | | |
| (1,650,000) | Call EUR | JPMorgan | EUR 23,405 | EUR 1.25 | 2/4/22 | (398) |
| | Put USD | Chase Bank NA | | | | |
| | | | | | | $ (10,748) |
| | TOTAL OVER THE COUNTER (OTC) CURRENCY CALL | |
| | OPTIONS WRITTEN | | | | |
| | (Premiums received $(54,504)) | | | $ (10,748) |
| | OTHER ASSETS AND LIABILITIES — (44.7)% | | $(126,219,014) |
| | NET ASSETS — 100.0% | | | | $ 282,526,434 |
| bps | Basis Points. |
| CMT | Constant Maturity Treasury Index. |
| FREMF | Freddie Mac Multifamily Fixed-Rate Mortgage Loans. |
| LIBOR | London Interbank Offered Rate. |
| REIT | Real Estate Investment Trust. |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 29
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| (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 September 30, 2021, the value of these securities amounted to $309,075,256, or 109.4% of net assets. |
| † | | Amount rounds to less than 0.1%. |
| * | | Senior secured floating rate loan interests in which the Fund 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 September 30, 2021. |
| + | | Security that used significant unobservable inputs to determine its value. |
| ^ | | Security is valued using fair value methods (other than supplied by independent pricing services). See Notes to Financial Statements — Note 1A. |
| (a) | | Non-income producing security. |
| (b) | | Security is perpetual in nature and has no stated maturity date. |
| (c) | | The interest rate is subject to change periodically. The interest rate and/or reference index and spread shown at September 30, 2021. |
| (d) | | Floating rate note. Coupon rate, reference index and spread shown at September 30, 2021. |
| (e) | | Security is priced as a unit. |
| (f) | | Security issued with a zero coupon. Income is recognized through accretion of discount. |
| (g) | | Payment-in-kind (PIK) security which may pay interest in the form of additional principal amount. |
| (h) | | Security is in default. |
| (i) | | Debt obligation initially issued at one coupon which converts to a higher coupon at a specific date. The rate shown is the rate at September 30, 2021. |
| (j) | | Issued as participation notes.. |
| (k) | | Issued as preference shares. |
| (l) | | ANR, Inc., 3/31/23 warrants are exercisable into 1,819,798 shares. |
| (m) | | Alpha Metallurgical Resources, Inc., 7/26/23 warrants are exercisable into 354 shares. |
| (n) | | Syncreon Group, 10/1/24 warrants are exercisable into 10,071 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 | 74.7 | % |
| Canada | 7.1 | |
| Luxembourg | 2.5 | |
| Mexico | 1.7 | |
| Bermuda | 1.4 | |
| Netherlands | 1.3 | |
| Turkey | 1.0 | |
| Other (individually less than 1%) | 10.3 | |
| | 100.0 | % |
| # | | Securities are restricted as to resale. |
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| Restricted Securities | Acquisition date | Cost | Value |
| Alturas Re 2019-2 | 12/19/2018 | $ 3,037 | $ 4,026 |
| Alturas Re 2019-3 | 6/26/2019 | 24,550 | 12,454 |
| Alturas Re 2020-1A | 12/27/2019 | 162,311 | 23,081 |
| Alturas Re 2020-2 | 1/1/2020 | 29,558 | 25,444 |
| Berwick Re 2018-1 | 1/10/2018 | 170,602 | 90,285 |
| Berwick Re 2019-1 | 12/31/2018 | 99,709 | 99,716 |
| Carnoustie Re 2017 | 1/3/2017 | 237,757 | 131,800 |
| Cypress Re 2017 | 1/24/2017 | 1,681 | 50 |
| Dingle Re 2019 | 3/4/2019 | — | 10,263 |
| Harambee Re 2018 | 12/19/2017 | 18,030 | 500 |
| Harambee Re 2019 | 12/20/2018 | — | 2,160 |
| Limestone Re | 6/20/2018 | 359 | 21,260 |
| Limestone Re 2018 | 6/20/2018 | 849 | — |
| Lorenz Re 2018 | 6/26/2018 | 95,484 | 3,824 |
| Lorenz Re 2019 | 6/26/2019 | 157,592 | 38,847 |
| Merion Re 2018-2 | 12/28/2017 | 20,576 | 82,750 |
| Oyster Bay Re 2018 | 1/17/2018 | 247,922 | 252,104 |
| Pangaea Re 2016-2 | 5/31/2016 | — | 1,783 |
| Pangaea Re 2018-1 | 12/26/2017 | 71,503 | 10,527 |
| Pangaea Re 2018-3 | 5/31/2018 | 240,862 | 20,743 |
| Pangaea Re 2019-1 | 1/9/2019 | 4,301 | 8,535 |
| Pangaea Re 2019-3 | 7/25/2019 | 22,059 | 26,450 |
| Resilience Re | 4/13/2017 | 1,307 | — |
| Sector Re V | 12/4/2018 | 94,450 | 57,718 |
| Sector Re V | 1/1/2020 | 20,000 | 57,310 |
| Sussex Re 2020-1 | 1/23/2020 | — | 9,900 |
| Versutus Re 2018 | 1/31/2018 | — | — |
| Versutus Re 2019-A | 1/28/2019 | — | — |
| Versutus Re 2019-B | 12/24/2018 | — | — |
| Woburn Re 2018 | 3/20/2018 | 89,024 | 17,891 |
| Woburn Re 2019 | 1/30/2019 | 55,161 | 63,638 |
| Total Restricted Securities | | | $1,073,059 |
| % of Net assets | | | 0.4% |
| FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS | | |
| | In | | | | | Unrealized |
| Currency | Exchange | Currency | | | Settlement | Appreciation |
| Purchased | for | Sold | Deliver | Counterparty | Date | (Depreciation) |
| NOK | 7,300,000 | EUR | (719,559) | Bank of | 1/10/22 | $ (903) |
| | | | | America NA | | |
| USD | 2,271,584 | EUR | (1,933,000) | Bank of | 11/24/21 | 30,336 |
| | | | | America NA | | |
| EUR | 6,045,000 | USD | (7,122,758) | Citibank NA | 10/27/21 | (117,701) |
| EUR | 2,900,000 | USD | (3,411,223) | Citibank NA | 12/21/21 | (46,287) |
| NOK | 7,300,000 | EUR | (713,441) | JPMorgan Chase | 10/5/21 | 8,815 |
| | | | | Bank NA | | |
| TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS | | $(125,740) |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 31
Schedule of Investments | 9/30/21 (unaudited)
(continued)
Principal amounts are denominated in U.S. dollars ("USD") unless otherwise noted.
Purchases and sales of securities (excluding temporary cash investments) for the six months ended September 30, 2021, aggregated $82,542,238 and $72,055,403, respectively.
The Fund is permitted to engage in purchase and sale transactions (“cross trades”) with certain funds and accounts for which Amundi Asset Management US, Inc. (the “Adviser”) serves as the Fund’s investment adviser, as set forth in Rule 17a-7 under the Investment Company Act of 1940, pursuant to procedures adopted by the Board of Directors. Under these procedures, cross trades are effected at current market prices. During the six months ended September 30, 2021, the Fund did not engage in any cross trade activity.
At September 30, 2021, the net unrealized appreciation on investments based on cost for federal tax purposes of $385,008,670 was as follows:
| Aggregate gross unrealized appreciation for all investments in which | |
| there is an excess of value over tax cost | $ 31,956,406 |
| Aggregate gross unrealized depreciation for all investments in which | |
| there is an excess of tax cost over value | (8,290,864) |
| Net unrealized appreciation | $ 23,665,542 |
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels below.
| Level 1 – | | unadjusted 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 Fund’s own assumptions in determining fair value of investments). See Notes to Financial Statements — Note 1A. |
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
The following is a summary of the inputs used as of September 30, 2021, in valuing the Fund’s investments:
| | Level 1 | Level 2 | Level 3 | Total |
| Common Stocks | | | | |
| Oil, Gas & Consumable | | | | |
| Fuels | $ 436,346 | $ — | $ 692,994 | $ 1,129,340 |
| Specialty Retail | — | — | 104,409 | 104,409 |
| All Other Common Stock | 2,155,599 | — | — | 2,155,599 |
| Convertible Preferred Stock | 2,371,200 | — | — | 2,371,200 |
| Preferred Stocks | | | | |
| Diversified Financial | | | | |
| Services | — | 3,195,000 | — | 3,195,000 |
| Internet | — | 136,153 | — | 136,153 |
| All Other Preferred Stock | 237,786 | — | — | 237,786 |
| Collateralized Mortgage | | | | |
| Obligations | — | 6,637,237 | — | 6,637,237 |
| Commercial Mortgage-Backed | | | | |
| Securities | — | 9,838,514 | — | 9,838,514 |
| Convertible Corporate Bonds | — | 6,251,091 | — | 6,251,091 |
| Corporate Bonds | — | 359,277,371 | — | 359,277,371 |
| Foreign Government Bonds | — | 3,975,210 | — | 3,975,210 |
| Insurance-Linked Securities | | | | |
| Collateralized Reinsurance | | | | |
| Multiperil - U.S. | — | — | 10,263 | 10,263 |
| Multiperil - Worldwide | — | — | 273,414 | 273,414 |
| Reinsurance Sidecars | | | | |
| Multiperil - U.S. | — | — | 134,460 | 134,460 |
| Multiperil - Worldwide | — | — | 654,922 | 654,922 |
| Senior Secured Floating Rate | | | | |
| Loan Interests | — | 12,093,966 | — | 12,093,966 |
| Rights/Warrants | | | | |
| Health Care Providers & | | | | |
| Services | — | 4,549 | — | 4,549 |
| Transportation | — | 207,463 | — | 207,463 |
| All Other Right/Warrant | 6,354 | — | — | 6,354 |
| Over The Counter (OTC) | | | | |
| Currency Put Option | | | | |
| Purchased | — | 61,895 | — | 61,895 |
| Total Investments | | | | |
| in Securities | $ 5,207,285 | $401,678,449 | $ 1,870,462 | $408,756,196 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 33
Schedule of Investments | 9/30/21 (unaudited)
(continued)
| | Level 1 | Level 2 | Level 3 | Total |
| Other Financial Instruments | | | | |
| Credit agreement(a) | $ — | $ (127,000,000) | $ — | $ (127,000,000) |
| Over The Counter (OTC) | | | | |
| Currency Call Option | | | | |
| Written | — | (10,748) | — | (10,748) |
| Net unrealized | | | | |
| depreciation on | | | | |
| forward foreign | | | | |
| currency exchange | | | | |
| contracts | — | (125,740) | — | (125,740) |
| Total Other | | | | |
| Financial Instruments | $ — | $(127,136,488) | $ — | $(127,136,488) |
| (a) | | The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes. |
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | | Change in | | | | | | |
| | Balance | Realized | unrealized | | | Accrued | Transfers | Transfers | Balance |
| | as of | gain | appreciation | | | discounts/ | into | out of | as of |
| | 3/31/21 | (loss)(1) | (depreciation)(2) | Purchases | Sales | premiums | Level 3* | Level 3* | 9/30/21 |
| Common Stocks | | | | | | | | | |
| Oil, Gas & | | | | | | | | | |
| Consumable | | | | | | | | | |
| Fuels | $ 599,029 | $ — | $ 93,965 | $ — | $ — | $ — | $ — | $ — | $ 692,994 |
| Specialty Retail | 104,409 | — | — | — | — | — | — | — | 104,409 |
| Insurance-Linked | | | | | | | | | |
| Securities | | | | | | | | | |
| Collateralized | | | | | | | | | |
| Reinsurance | | | | | | | | | |
| Multiperil – | | | | | | | | | |
| U.S. | 10,263 | — | — | — | — | — | — | — | 10,263 |
| Multiperil – | | | | | | | | | |
| Worldwide | 385,906 | (457) | (9,136) | — | (102,899) | — | — | — | 273,414 |
| Reinsurance | | | | | | | | | |
| Sidecars | | | | | | | | | |
| Multiperil – | | | | | | | | | |
| U.S. | 138,640 | — | 3,216 | — | (7,396) | — | — | — | 134,460 |
| Multiperil – | | | | | | | | | |
| Worldwide | 815,472 | (33,874) | (52,688) | — | (73,988) | — | — | — | 654,922 |
| Total | $2,053,719 | $(34,331) | $ 35,357 | $ — | $(184,283) | $ — | $ — | $ — | $1,870,462 |
| (1) | | Realized gain (loss) on these securities is included in the realized gain (loss) from investments in unaffiliated issuers on the Statement of Operations. |
| (2) | | Unrealized appreciation (depreciation) on these securities is included in the change in unrealized appreciation (depreciation) from investments in unaffiliated issuers on the Statement of Operations. |
| * | | Transfers are calculated on the beginning of period value. During the six months ended September 30, 2021, there were no transfers in or out of Level 3. |
| | |
| Net change in unrealized appreciation (depreciation) of Level 3 investments still held and | |
| considered Level 3 at September 30, 2021: | $47,750 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 35
Statement of Assets and Liabilities | 9/30/21
(unaudited)
| ASSETS: | |
| Investments in unaffiliated issuers, at value (cost $384,714,650) | $ 408,756,196 |
| Foreign currencies, at value (cost $1,276,062) | 1,257,241 |
| Receivables — | |
| Investment securities sold | 3,691,518 |
| Interest | 6,959,324 |
| Other assets | 14,760 |
| Total assets | $ 420,679,039 |
| LIABILITIES: | |
| Overdraft due to custodian | $ 2,989,423 |
| Payables — | |
| Credit agreement | 127,000,000 |
| Investment securities purchased | 7,854,446 |
| Interest expense | 76,369 |
| Directors’ fees | 63 |
| Written options outstanding (net premiums received $(54,504)) | 10,748 |
| Net unrealized depreciation on forward foreign currency exchange contracts | 125,740 |
| Accrued expenses | 95,816 |
| Total liabilities | $ 138,152,605 |
| NET ASSETS: | |
| Paid-in capital | $ 372,573,499 |
| Distributable earnings (loss) | (90,047,065) |
| Net assets | $ 282,526,434 |
| NET ASSET VALUE PER SHARE: | |
| No par value | |
| Based on $282,526,434/29,298,625 shares | $ 9.64 |
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Statement of Operations (unaudited)
FOR THE SIX MONTHS ENDED 9/30/21
| INVESTMENT INCOME: | | |
| Interest from unaffiliated issuers | $13,783,707 | |
| Dividends from unaffiliated issuers (net of foreign taxes | | |
| withheld $309) | 357,431 | |
| Total investment income | | $14,141,138 |
| EXPENSES: | | |
| Management fees | $ 1,227,554 | |
| Administrative expense | 37,383 | |
| Transfer agent fees | 9,401 | |
| Shareowner communications expense | 13,002 | |
| Custodian fees | 9,451 | |
| Professional fees | 258,388 | |
| Printing expense | 20,714 | |
| Pricing fees | 13,941 | |
| Directors’ fees | 7,649 | |
| Interest expense | 635,400 | |
| Miscellaneous | 165,598 | |
| Total expenses | | $ 2,398,481 |
| Net investment income | | $11,742,657 |
| REALIZED AND UNREALIZED GAIN (LOSS) | | |
| ON INVESTMENTS: | | |
| Net realized gain (loss) on: | | |
| Investments in unaffiliated issuers | $ 1,479,078 | |
| Written options | 28,368 | |
| Forward foreign currency exchange contracts | (153,998) | |
| Other assets and liabilities denominated in | | |
| foreign currencies | (75,274) | $ 1,278,174 |
| Change in net unrealized appreciation (depreciation) on: | | |
| Investments in unaffiliated issuers | $ 1,661,333 | |
| Written options | 14,037 | |
| Forward foreign currency exchange contracts | 46,848 | |
| Other assets and liabilities denominated in | | |
| foreign currencies | (7,048) | $ 1,715,170 |
| Net realized and unrealized gain (loss) on investments | | $ 2,993,344 |
| Net increase in net assets resulting from operations | | $14,736,001 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 37
Statements of Changes in Net Assets
| | Six Months | |
| | Ended | Year |
| | 9/30/21 | Ended |
| | (unaudited) | 3/31/21 |
| FROM OPERATIONS: | | |
| Net investment income (loss) | $ 11,742,657 | $ 23,425,268 |
| Net realized gain (loss) on investments | 1,278,174 | (18,610,050) |
| Change in net unrealized appreciation (depreciation) | | |
| on investments | 1,715,170 | 87,597,081 |
| Net increase (decrease) in net assets resulting | | |
| from operations | $ 14,736,001 | $ 92,412,299 |
| DISTRIBUTIONS TO SHAREOWNERS: | | |
| ($0.44 and $0.84 per share, respectively) | $ (12,730,512) | $ (24,408,529) |
| Total distributions to shareowners | $ (12,730,512) | $ (24,408,529) |
| FROM FUND SHARE TRANSACTIONS: | | |
| Reinvestment of distributions | $ 655,797 | $ — |
| Net increase (decrease) in net assets resulting from | | |
| Fund share transactions | $ 655,797 | $ — |
| Net increase (decrease) in net assets | $ 2,661,286 | $ 68,003,770 |
| NET ASSETS: | | |
| Beginning of year | $279,865,148 | $211,861,378 |
| End of year | $282,526,434 | $279,865,148 |
| | Six Months | Six Months | | |
| | Ended | Ended | | |
| | 9/30/21 | 9/30/21 | Year Ended | Year Ended |
| | Shares | Amount | 3/31/21 | 3/31/21 |
| | (unaudited) | (unaudited) | Shares | Amount |
| FUND SHARE TRANSACTION | | | | |
| Shares sold | — | $ — | — | $ — |
| Reinvestment of distributions | 66,854 | 655,797 | — | — |
| Less shares repurchased | — | — | — | — |
| Net increase | 66,854 | $655,797 | — | $ — |
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Statement of Cash Flows
FOR THE SIX MONTHS ENDED 9/30/21
| Cash Flows From Operating Activities: | |
| Net increase in net assets resulting from operations | $ 14,736,001 |
| Adjustments to reconcile net increase in net assets resulting from operations | |
| to net cash, restricted cash and foreign currencies from operating activities: | |
| Purchases of investment securities | $(86,850,271) |
| Proceeds from disposition and maturity of investment securities | 68,687,696 |
| Net (accretion) and amortization of discount/premium on investment securities | (440,762) |
| Change in unrealized appreciation on investments in unaffiliated issuers | (1,661,333) |
| Change in unrealized appreciation on forward foreign currency exchange contracts | (46,848) |
| Change in unrealized depreciation on other assets and liabilities denominated | |
| in foreign currencies | 18,996 |
| Change in unrealized appreciation on written options | (14,037) |
| Net realized gain on investments | (1,479,078) |
| Increase in interest receivable | (280,347) |
| Increase in other assets | (9,955) |
| Decrease in due to affiliates | (191,539) |
| Decrease in Directors' fees payable | (54) |
| Increase in accrued expenses payable | 8,865 |
| Proceeds from sale of written options | 31,100 |
| Realized gains on written options | (28,368) |
| Net cash, restricted cash and foreign currencies from operating activities | $ (7,519,934) |
| Cash Flows Used in Financing Activities: | |
| Decrease in due to custodian | $ 2,989,423 |
| Borrowings received | 4,000,000 |
| Distributions to shareowners | $(12,730,512) |
| Reinvestment of distributions | 655,797 |
| Increase in interest expense payable | 76,331 |
| Net cash, restricted cash and foreign currencies used in financing activities | $ (5,008,961) |
| Effect of Foreign Exchange Fluctuations on Cash: | |
| Effect of foreign exchange fluctuations on cash | $ (18,996) |
| Cash, restricted cash and foreign currencies: | |
| Beginning of the year* | $ 13,805,132 |
| End of the year* | $ 1,257,241 |
| Cash Flow Information: | |
| Cash paid for interest | $ 559,069 |
| * | | The following table provides a reconciliation of cash, restricted cash and foreign currencies reported within Statement of Assets and Liabilities that sum to the total of the same such amounts shown in the Statement of Cash Flows: |
| | | |
| | Six Months | Year |
| | Ended 9/30/21 | Ended |
| | (unaudited) | 3/31/21 |
| Cash | $ — | $13,721,537 |
| Foreign currencies, at value | 1,257,241 | 83,595 |
| Swaps collateral | — | — |
| Due from broker for swaps | — | — |
| Total cash, restricted cash and foreign currencies | | |
| shown in the Statement of Cash Flows | $1,257,241 | $13,805,132 |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 39
Financial Highlights
| | Six Months | | | | | |
| | Ended | Year | Year | Year | Year | Year |
| | 9/30/21 | Ended | Ended | Ended | Ended | Ended |
| | (unaudited) | 3/31/21 | 3/31/20 | 3/31/19 | 3/31/18 | 3/31/17* |
| Per Share Operating Performance | | | | | | |
| Net asset value, beginning of period | $9.57 | $7.25 | $9.91 | $10.52 | $10.70 | $9.34 |
| Increase (decrease) from investment operations: (a) | | | | | | |
| Net investment income | $0.40 | $0.80 | $0.81 | $0.80 | $0.85 | $0.95 |
| Net realized and unrealized gain (loss) on investments | 0.11 | 2.36 | (2.66) | (0.62) | (0.25) | 1.38 |
| Net increase (decrease) from investment operations | $0.51 | $3.16 | ($1.85) | $0.18 | $0.60 | $2.33 |
| Distributions to shareowners from: | | | | | | |
| Net investment income and previously undistributed | | | | | | |
| net investment income | $ (0.44)** | $ (0.84)** | ($0.81) | ($0.79) | ($0.78) | $ (0.97)** |
| Net increase (decrease) in net asset value | $0.07 | $2.32 | ($2.66) | ($0.61) | ($0.18) | $1.36 |
| Net asset value, end of period | $9.64 | $9.57 | $7.25 | $9.91 | $10.52 | $10.70 |
| Market value, end of period | $9.76 | $9.37 | $6.42 | $8.95 | $9.39 | $9.87 |
| Total return at net asset value (b) | 5.30%(c) | 46.08% | (19.93)% | 2.79% | 6.38% | 26.13% |
| Total return at market value (b) | 8.88%(c) | 61.52% | (21.49)% | 4.00% | 2.94% | 8.23% |
| Ratios to average net assets of shareowners: | | | | | | |
| Total expenses plus interest expense (d)(e) | 1.69%(f) | 1.60% | 2.35% | 2.41% | 2.14% | 2.10% |
| Net investment income available to shareowners | 8.27%(f) | 9.10% | 8.17% | 7.93% | 7.88% | 9.36% |
| Portfolio turnover rate | 18%(c) | 50% | 36% | 33% | 29% | 48% |
| Net assets, end of period (in thousands) | $282,526 | $279,865 | $211,861 | $289,556 | $307,410 | $312,757 |
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
| | | | | | | |
| | Six Months |
| | Ended | Year | Year | Year | Year | Year |
| | 9/30/21 | Ended | Ended | Ended | Ended | Ended |
| | (unaudited) | 3/31/21 | 3/31/20 | 3/31/19 | 3/31/18 | 3/31/17* |
| Total amount of debt outstanding (in thousands) | $127,000 | $123,000 | $ 99,000 | $125,000 | $125,000 | $125,000 |
| Asset coverage per $1,000 of indebtedness | $ 3,225 | $ 3,275 | $ 3,140 | $ 3,316 | $ 3,459 | $ 3,502 |
| * | | The Fund 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 Fund during the period. The Fund has accumulated undistributed net investment income which is part of the Fund’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 Fund’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 Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions. Past performance is not a guarantee of future results. |
| (d) | | Expense ratios do not reflect the effect of distribution payments to preferred shareowners. |
| (e) | | Includes interest expense of 0.45% (annualized), 0.53%, 1.37%, 1.42%, 1.05%, and 1.11%, respectively. |
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 41
Notes to Financial Statements | 9/30/21
(unaudited)
1. Organization and Significant Accounting Policies
Pioneer High Income Fund, Inc. (the “Fund”) is organized as a Maryland corporation. Prior to April 21, 2021, the Fund was organized as a Delaware statutory trust. On April 21, 2021, the Fund redomiciled to a Maryland corporation through a statutory merger of the predecessor Delaware statutory trust with and into a newly-established Maryland corporation formed for the purpose of effecting the redomiciling. The Fund was originally organized on January 30, 2002. Prior to commencing operations on April 26, 2002, the Fund 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 Fund is to provide a high level of current income and the Fund may, as a secondary objective, also seek capital appreciation to the extent that it is consistent with its investment objective.
Amundi Asset Management US, Inc., an indirect, wholly owned subsidiary of Amundi and Amundi’s wholly owned subsidiary, Amundi USA, Inc., serves as the Fund’s investment adviser (the “Adviser”). Prior to January 1, 2021, the Adviser was named Amundi Pioneer Asset Management, Inc.
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2018-13 “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”) which modifies disclosure requirements for fair value measurements, principally for Level 3 securities and transfers between levels of the fair value hierarchy. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. The Fund has adopted ASU 2018-13 for the six months ended September 30, 2021. The impact to the Fund’s adoption was limited to changes in the Fund’s disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy and disclosure of the range and weighted average used to develop significant unobservable inputs for Level 3 fair value investments, when applicable.
In March 2020, FASB issued an Accounting Standard Update, ASU 2020-04, Reference Rate Reform (Topic 848) — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (“LIBOR”) and other LIBOR-based reference rates at the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related
42 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the Fund’s investments, derivatives, debt and other contracts, if applicable, that will undergo reference rate-related modifications as a result of the reference rate reform.
The Fund is an investment company and follows investment company accounting and reporting guidance under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). U.S. GAAP requires the management of the Fund 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.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:
A. Security Valuation
The net asset value of the Fund 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 Directors 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
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 43
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 are valued at the bid price obtained from an independent third party pricing service. Other insurance-linked securities (including reinsurance sidecars, collateralized reinsurance and industry loss warranties) may be valued at the bid price obtained from an independent pricing service, or through a third party using a pricing matrix, insurance industry valuation models, or other fair value methods or techniques to provide an estimated value of the instrument.
Equity securities that have traded on an exchange are valued by using the last sale price on the principal exchange where they are traded. Equity securities that have not traded on the date of valuation, or securities for which sale prices are not available, generally are valued using the mean between the last bid and asked prices or, if both last bid and asked prices are not available, at the last quoted bid price. Last sale and bid and asked prices are provided by independent third party pricing services. In the case of equity securities not traded on an exchange, prices are typically determined by independent third party pricing services using a variety of techniques and methods.
The value of foreign securities is translated into 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 Fund’s shares are determined as of such times. The Fund may use a fair value model developed by an independent pricing service to value non-U.S. equity securities.
Options contracts are generally valued at the mean between the last bid and ask prices on the principal exchange where they are traded. Over-the-counter (“OTC”) options and options on swaps (“swaptions”) are valued 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.
Forward foreign currency exchange contracts are valued daily using the foreign exchange rate or, for longer term forward contract positions, the spot currency rate and the forward points on a daily basis, in each case provided by a third party pricing service. Contracts whose forward settlement date falls between two quoted days are valued by interpolation.
44 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
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 Fund’s Board of Directors. The Adviser’s fair valuation team uses fair value methods approved by the Valuation Committee of the Board of Directors. 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 Directors.
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 Fund 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 Fund’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 Fund’s securities may differ significantly from exchange prices, and such differences could be material.
At September 30, 2021, five 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 0.36% of net assets. The value of these fair valued securities was $1,014,806.
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 Fund 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 the accrual basis. Dividend and interest income are reported net of unrecoverable foreign taxes withheld at the applicable country rates and net of income accrued on defaulted securities.
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.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 45
Principal amounts of mortgage-backed securities are adjusted for monthly paydowns. Premiums and discounts related to certain mortgage-backed securities are amortized or accreted in proportion to the monthly paydowns. All discounts/premiums on purchase prices of debt securities are accreted/amortized for financial reporting purposes over the life of the respective securities, and such accretion/amortization is included in interest income.
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 Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars using current exchange rates.
Net realized gains and losses on foreign currency transactions, if any, represent, among other things, the net realized gains and losses on foreign currency exchange 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 prices of those securities, but are included with the net realized and unrealized gain or loss on investments.
D. Federal Income Taxes
It is the Fund’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 provision for federal income taxes is required. As of March 31, 2021, the Fund 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.
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 over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax
46 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
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.
A portion of the dividend income recorded by the Fund is from distributions by publicly traded Real Estate Investment Trusts (“REITs”), and such distributions for tax purposes may also consist of capital gains and return of capital. The actual return of capital and capital gains portions of such distributions will be determined by formal notifications from the REITs subsequent to the calendar year-end. Distributions received from the REITs that are determined to be a return of capital are recorded by the Fund as a reduction of the cost basis of the securities held and those determined to be capital gain are reflected as such on the Statement of Operations.
The tax character of current year distributions payable will be determined at the end of the current taxable year. The tax character of distributions paid during the year ended March 31, 2021 was as follows:
| | 2021 |
| Distributions paid from: | |
| Ordinary income | $24,408,529 |
| Total | $24,408,529 |
The following shows the components of distributable earnings (losses) on a federal income tax basis at March 31, 2021:
| | |
| | 2021 |
| Distributable earnings: | |
| Undistributed ordinary income | $ 1,891,197 |
| Capital loss carryforward | (115,886,122) |
| Unrealized appreciation | 21,942,371 |
| Total | $ (92,052,554) |
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.
E. Risks
The value of securities held by the Fund 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, recessions, the spread of infectious illness or other public health issues, inflation, changes in interest rates, lack of liquidity in the bond markets or adverse
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 47
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. A general rise in interest rates could adversely affect the price and liquidity of fixed-income securities.
At times, the Fund’s investments may represent industries or industry sectors that are interrelated or have common risks, making the Fund more susceptible to any economic, political, or regulatory developments or other risks affecting those industries and sectors. The Fund’s investments in foreign markets and countries with limited developing markets may subject the Fund to a greater degree of risk than investments in a developed market. These risks include disruptive political or economic conditions and the imposition of adverse governmental laws or currency exchange restrictions.
The Fund invests in below-investment-grade (high-yield) debt securities and preferred stocks. Some of these high-yield securities may be convertible into equity securities of the issuer. Debt securities rated below-investment-grade are commonly referred to as “junk bonds” and are considered speculative. These securities involve greater risk of loss, are subject to greater price volatility, and are less liquid, especially during periods of economic uncertainty or change, than higher rated debt securities.
Certain securities in which the Fund invests, including floating rate loans, once sold, may not settle for an extended period (for example, several weeks or even longer). The Fund will not receive its sale proceeds until that time, which may constrain the Fund’s ability to meet its obligations. The Fund 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. There is less readily available, reliable information about most floating rate loans than is the case for many other types of securities. Normally, the Adviser will seek to avoid receiving material, nonpublic information about the issuer of a loan either held by, or considered for investment by, the Fund, and this decision could adversely affect the Fund's investment performance. Loans may not be considered “securities,” and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections afforded by federal securities laws. The Fund’s investments in certain foreign markets or countries with limited developing markets may subject the Fund to a greater degree of risk
48 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
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 Fund’s investments, payment obligations and financing terms may be based on floating rates, such as LIBOR (London Interbank Offered Rate). Plans are underway to phase out the use of LIBOR. The UK Financial Conduct Authority (“FCA”) and LIBOR’s administrator, ICE Benchmark Administration (“IBA”), have announced that most LIBOR rates will no longer be published after the end of 2021 and a majority of U.S. dollar LIBOR rates will no longer be published after June 30, 2023. It is possible that the FCA may compel the IBA to publish a subset of LIBOR settings after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying markets. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), the U.S. Federal Reserve began publishing a Secured Overnight Funding Rate (“SOFR”) that is intended to replace U.S. Dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication, such as SONIA in the United Kingdom. Markets are slowly developing in response to these new rates, and transition planning is at a relatively early stage. Neither the effect of the transition process nor its ultimate success is known. The transition process may lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. The effect of any changes to — or discontinuation of — LIBOR on the portfolio will vary depending on, among other things, provisions in individual contracts and whether, how, and when industry participants develop and adopt new reference rates and alternative reference rates for both legacy and new products and instruments. Because the usefulness of LIBOR as a benchmark may deteriorate during the transition period, these effects could materialize prior to the end of 2021.
The Fund may invest up to 50% of its total assets in illiquid securities. Illiquid securities are securities that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the securities.
The Portfolio may invest in REIT securities, the value of which can fall for a variety of reasons, such as declines in rental income, fluctuating interest rates, poor property management, environmental liabilities, uninsured damage, increased competition, or changes in real estate tax laws.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 49
With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks. While the Fund’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 Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund such as the Fund’s custodian and accounting agent, and the Fund’s transfer agent. In addition, many beneficial owners of Fund shares hold them through accounts at broker-dealers, retirement platforms and other financial market participants over which neither the Fund nor the Adviser 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 the Adviser or the Fund’s service providers or intermediaries have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its net asset value, impediments to trading, the inability of Fund shareowners to effect share purchases, or sales or receive distributions, loss of or unauthorized access to private shareowner 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.
COVID-19
The global pandemic of the novel coronavirus respiratory disease designated COVID-19 has resulted in major disruption to economies and markets around the world, including the United States. Global financial markets have experienced extreme volatility and severe losses, and trading in many instruments has been disrupted. Liquidity for many instruments has been greatly reduced for periods of time. Some interest rates are very low and in some cases yields are negative. Some sectors of the economy and individual issuers have experienced particularly large losses. Rates of inflation have recently risen. These circumstances may continue for an extended period of time, and may continue to affect adversely the value and liquidity of the Fund’s investments. Governments and central banks, including the Federal Reserve in the U.S., have taken extraordinary and unprecedented actions to support local and global economies and the financial markets. These actions have resulted in significant expansion of public debt, including in the U.S. The impact of these measures will not be
50 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
known for some time. The consequences of high public debt, including its future impact on the economy and securities markets, likewise may not be known for some time.
F. Restricted Securities
Restricted Securities are subject to legal or contractual restrictions on resale. Restricted securities generally are resold in transactions exempt from registration under the Securities Act of 1933. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933.
Disposal of restricted investments may involve negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted investments held by the Fund at September 30, 2021 are listed in the Schedule of Investments.
G. Insurance-Linked Securities (“ILS”)
The Fund invests in ILS. The Fund could lose a portion or all of the principal it has invested in an ILS, and the right to additional interest or dividend payments with respect to the security, upon the occurrence of one or more trigger events, as defined within the terms of an insurance-linked security. Trigger events, generally, are hurricanes, earthquakes, or other natural events of a specific size or magnitude that occur in a designated geographic region during a specified time period, and/or that involve losses or other metrics that exceed a specific amount. There is no way to accurately predict whether a trigger event will occur, and accordingly, ILS carry significant risk. The Fund is entitled to receive principal, and interest and/or dividend payments so long as no trigger event occurs of the description and magnitude specified by the instrument. In addition to the specified trigger events, ILS may expose the Fund to other risks, including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations and adverse tax consequences.
The Fund’s investments in ILS may include event-linked bonds. ILS also 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.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 51
Where the ILS are based on the performance of underlying reinsurance contracts, the Fund 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 Fund’s structured reinsurance investments, and therefore the Fund’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 Fund. These securities may be difficult to purchase, sell or unwind. Illiquid securities also may be difficult to value. If the Fund is forced to sell an illiquid asset, the Fund may be forced to sell at a loss.
H. Purchased Options
The Fund may purchase put and call options to seek to increase total return. Purchased call and put options entitle the Fund to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specific date or within a specific period of time. Upon the purchase of a call or put option, the premium paid by the Fund is included on the Statement of Assets and Liabilities as an investment. All premiums are marked-to-market daily, and any unrealized appreciation or depreciation is recorded on the Fund’s Statement of Operations. As the purchaser of an index option, the Fund has the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. Premiums paid for purchased call and put options which have expired are treated as realized losses on investments on the Statement of Operations. Upon the exercise or closing of a purchased put option, the premium is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments. Upon the exercise or closing of a purchased call option, the premium is added to the cost of the security or financial instrument. The risk associated with purchasing options is limited to the premium originally paid.
The average market value of purchased options contracts open during the six months ended September 30, 2021, was $27,497. Open purchased options at September 30, 2021, are listed in the Schedule of Investments.
I. Option Writing
The Fund may write put and covered call options to seek to increase total return. When an option is written, the Fund receives a premium and becomes obligated to purchase or sell the underlying security at a fixed
52 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
price, upon the exercise of the option. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as “Written options outstanding” on the Statement of Assets and Liabilities and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments on the Statement of Operations. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain on the Statement of Operations, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss on the Statement of Operations. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Fund has realized a gain or loss. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.
The average market value of written options for the six months ended September 30, 2021, was $(26,903). Open written options contracts at September 30, 2021, are listed in the Schedule of Investments.
J. Forward Foreign Currency Exchange Contracts
The Fund may enter into forward foreign currency exchange 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 is recorded in the Fund’s financial statements. The Fund 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 contract and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar (see Note 5).
During the six months ended September 30, 2021, the Fund had entered into various forward foreign currency exchange contracts that obligated the Fund to deliver or take delivery of currencies at specified future maturity dates. Alternatively, prior to the settlement date of a forward foreign currency exchange contract, the Fund may close out such contract by entering into an offsetting contract.
The average market value of forward foreign currency exchange contracts open during the six months ended September 30, 2021, was $8,163,320. Open forward foreign currency exchange contracts outstanding at September 30, 2021, are listed in the Schedule of Investments.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 53
K. 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 Fund 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 Fund on terms that differ from the terms of the Plan.
Whenever the Fund 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 Fund 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 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
54 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
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.
L. Statement of Cash Flows
Information on financial transactions which have been settled through the receipt or disbursement of cash or restricted cash is presented in the Statement of Cash Flows. Cash as presented in the Fund’s Statement of Assets and Liabilities includes cash on hand at the Fund’s custodian bank and does not include any short-term investments. As of and for the six months ended September 30, 2021, the Fund had no restricted cash presented on the Statement of Assets and Liabilities.
2. Management Agreement
The Adviser manages the Fund’s portfolio. Management fees are calculated daily and paid monthly under the Fund's Investment Management Agreement with the Adviser and are calculated daily at the annual rate of 0.60% of the Fund’s average daily managed assets. “Managed assets” means (a) the total assets of the Fund, 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 six months ended September 30, 2021 the net management fee was 0.60% (annualized) of the Fund’s average daily managed assets, which was equivalent to 0.85% (annualized) of the Fund’s average daily net assets.
In addition, under the management and administration agreements, certain other services and costs, including accounting, regulatory reporting and insurance premiums, are paid by the Fund as administrative reimbursements. Included in “Due to affiliates” reflected on the Statement of Assets and Liabilities is $0 in management fees, administrative costs and certain other reimbursements payable to the Adviser at September 30, 2021.
3. Compensation of Directors and Officers
The Fund pays an annual fee to its Directors. The Adviser reimburses the Fund for fees paid to the Interested Directors. The Fund does not pay any salary or other compensation to its officers. For the six months ended September 30, 2021, the Fund paid $7,649 in Directors’ compensation, which
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 55
is reflected on the Statement of Operations as Directors’ fees. At September 30, 2021, the Fund had a payable for Directors’ fees on its Statement of Assets and Liabilities of $63.
4. Transfer Agent
American Stock Transfer & Trust Company (“AST”) serves as the transfer agent with respect to the Fund’s shares. The Fund pays AST an annual fee, as is agreed to from time to time by the Fund and AST, for providing such services.
In addition, the Fund 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 phone calls.
5. Master Netting Agreements
The Fund 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 Fund and a counterparty that governs the trading of certain Over the Counter (“OTC”) derivatives and typically contains, among other things, close-out and set-off provisions which apply upon the occurrence of an event of default and/or a 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 Fund’s credit risk to its counterparty equal to any amounts payable by the Fund under the applicable transactions, if any. However, the Fund’s right to set-off may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which each specific ISDA Master Agreement of each 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
56 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
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 Fund and/or counterparty is held in segregated accounts by the Fund’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. Cash that has been segregated to cover the Fund’s collateral obligations, if any, will be reported separately on the Statement of Assets and Liabilities as “Swaps collateral”. Securities pledged by the Fund as collateral, if any, are identified as such in the Schedule of Investments.
Financial instruments subject to an enforceable master netting agreement, such as an ISDA Master Agreement, have been offset on the Statement of Assets and Liabilities. The following charts show gross assets and liabilities of the Fund as of September 30, 2021.
| | | | | | |
| | 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) |
| Bank of America NA | $ 65,375 | $ (11,253) | $ — | $ — | $ 54,122 |
| Citibank NA | — | — | — | — | — |
| JPMorgan Chase | | | | | |
| Bank N.A. | 35,671 | (398) | — | — | 35,273 |
| Total | $101,046 | $ (11,651) | $ — | $ — | $ 89,395 |
| |
| |
| | Derivative | | | | |
| | Liabilities | | | | |
| | Subject to | Derivatives | Non-Cash | Cash Net | Amount |
| | Master Netting | Available | Collateral | Collateral | of Derivative |
| Counterparty | Agreement | for Offset | Pledged (a) | Pledged (a) | Liabilities (c) |
| Bank of America NA | $ 11,253 | $ (11,253) | $ — | $ — | $ — |
| Citibank NA | 163,988 | — | — | — | 163,988 |
| JPMorgan Chase | | | | | |
| Bank N.A. | 398 | (398) | — | — | — |
| Total | $175,639 | $ (11,651) | $ — | $ — | $163,988 |
| (a) | | The amount presented here may be less than the total amount of collateral received/pledged as the net amount of derivative assets and liabilities cannot be less than $0. |
| (b) | | Represents the net amount due from the counterparty in the event of default. |
| (c) | | Represents the net amount payable to the counterparty in the event of default. |
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 57
6. Additional Disclosures about Derivative Instruments and Hedging Activities
The Fund’s use of derivatives may enhance or mitigate the Fund’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 Fund.
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 rate risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.
Commodity risk relates to the risk that the value of a commodity or commodity index will fluctuate based on increases or decreases in the commodities market and factors specific to a particular industry or commodity.
The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at September 30, 2021, was as follows:
| Statement of | | | Foreign | | |
| Assets and | Interest | Credit | Exchange | Equity | Commodity |
| Liabilities | Rate Risk | Risk | Rate Risk | Risk | Risk |
| Assets: | | | | | |
| Options purchased* | $ — | $ — | $ 61,895 | $ — | $ — |
| Total Value | $ — | $ — | $ 61,895 | $ — | $ — |
| |
| Liabilities: | | | | | |
| Written options | | | | | |
| outstanding | $ — | $ — | $ 10,748 | $ — | $ — |
| Net unrealized | | | | | |
| depreciation on | | | | | |
| forward foreign | | | | | |
| currency exchange | | | | | |
| contracts | — | — | 125,740 | — | — |
| Total Value | $ — | $ — | $136,488 | $ — | $ — |
| * | | Reflects the market value of purchased option contracts (see Note 1H). These amounts are included in Investment in unaffiliated issuers, at value, on the Statement of Assets and Liabilities. |
58 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure at September 30, 2021, was as follows:
| | | | Foreign | | |
| Statement of | Interest | Credit | Exchange | Equity | Commodity |
| Operations | Rate Risk | Risk | Rate Risk | Risk | Risk |
| Net realized gain | | | | | |
| (loss) on: | | | | | |
| Options purchased* | $ — | $ — | $ (28,368) | $ — | $ — |
| Written options | — | — | 28,368 | — | — |
| Forward foreign | | | | | |
| currency exchange | | | | | |
| contracts | — | — | (153,998) | — | — |
| Total Value | $ — | $ — | $(153,998) | $ — | $ — |
| |
| Change in net | | | | | |
| unrealized | | | | | |
| appreciation | | | | | |
| (depreciation) on: | | | | | |
| Options purchased** | $ — | $ — | $ 20,253 | $ — | $ — |
| Written options | — | — | 14,037 | — | — |
| Forward foreign | | | | | |
| currency exchange | | | | | |
| contracts | — | — | 46,848 | — | — |
| Total Value | $ — | $ — | $ 81,139 | $ — | $ — |
| * | | Reflects the net realized gain (loss) on purchased option contracts (see Note 1H). These amounts are included in Net realized gain (loss) on investments in unaffiliated issuers, on the Statement of Operations. |
| ** | | Reflects the change in net unrealized appreciation (depreciation) on purchased option contracts (see Note 1H). These amounts are included in change in net unrealized appreciation (depreciation) on Investments in unaffiliated issuers, on the Statement of Operations. |
7. Fund Shares
There are 1,000,000,000 shares of common stock of the Fund (“common shares”), $0.001 par value per share authorized.
Transactions in common shares for the six months ended September 30, 2021 and the year ended March 31, 2021 were as follows:
| | 9/30/21 | 3/31/21 |
| Shares outstanding at beginning of period | 29,231,771 | 29,231,771 |
| Shares outstanding at end of period | 29,298,625 | 29,231,771 |
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 59
8. Credit Agreement
The Fund 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 1.10%. There is no fixed borrowing limit.
At September 30, 2021, the Fund had a borrowing outstanding under the credit agreement totaling $127,000,000. The interest rate charged at September 30, 2021 was 1.10%. During the six months ended September 30, 2021, the average daily balance was $124,848,649 at an average interest rate of 1.01%. Interest expense of $635,400 in connection with the credit agreement is included in the Statement of Operations.
The Fund is required to fully collateralize its outstanding loan balance as determined by Sumitomo Mitsui. Pledged assets are held in a segregated account and are denoted on the Schedule of Investments.
The Fund is required to maintain 300% asset coverage with respect to amounts outstanding under the Credit Agreement. Asset coverage is calculated by subtracting the Fund’s total liabilities not including any bank loans and senior securities, from the Fund’s total assets and dividing such amount by the principal amount of the borrowing outstanding.
9. Redomiciling
On April 21, 2021, the Fund, previously organized as a Delaware statutory trust, redomiciled to a Maryland corporation (the “redomiciling”). The redomiciling was effected through a statutory merger of the predecessor Delaware statutory trust (the “Predecessor Entity”) with and into a newly-established Maryland corporation formed for the purpose of effecting the redomiciling (the “Successor Entity”) pursuant to the terms of an Agreement and Plan of Merger entered into by and between the Predecessor Entity and the Successor Entity (the “Merger”). Upon effectiveness of the Merger, (i) the Successor Entity became the successor in interest to the Fund, (ii) each outstanding share of common stock of the Predecessor Entity was automatically converted into one share of common stock of the Successor Entity, and (iii) the shareholders of the Predecessor Entity became stockholders of the Successor Entity. Neither the Fund nor its stockholders realized gain (loss) as a direct result of the Merger. Accordingly, the Merger had no effect on the Fund’s operations.
60 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
In connection with the redomiciling, the Fund’s name changed from Pioneer Municipal High Income Trust to Pioneer Municipal High Income Fund, Inc. The Fund’s ticker symbol on the New York Stock Exchange did not change.
The redomiciling did not result in any change to the investment adviser, investment objective and strategies, portfolio management team, policies and procedures or the members of the Board overseeing the Fund.
Following the Fund’s redomiciling, the rights of shareholders are governed by Maryland General Corporation Law and the Articles of Incorporation and Bylaws of the Successor Entity. In addition, the Fund is subject to the Maryland Control Share Acquisition Act (the “Control Share Act”) following the redomiciling.
The Control Share Act generally provides that any holder of “control shares” acquired in a “control share acquisition” may not exercise voting rights with respect to the “control shares,” except to the extent approved by a vote of two-thirds of all the votes entitled to be cast on the matter. Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors. The Control Share Act provides that a “control share acquisition” does not include the acquisition of shares in a merger, consolidation or share exchange. Therefore, a shareholder of the Fund that acquired shares of the Successor Entity as a result of the Merger will be able to exercise voting rights as to those shares even if the number of such shares acquired by the shareholder in the Merger exceeds one or more of the thresholds of the Control Share Act.
The above description of the Control Share Act is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the Control Share Act and the Fund’s Bylaws for more information, including definitions of key terms, various exclusions and exemptions from the statute’s scope, and the procedures by which stockholders may approve the reinstatement of voting rights to holders of “control shares.”
10. Subsequent Events
A monthly dividend was declared on October 5, 2021 from undistributed and accumulated net investment income of $0.0725 per share payable October 29, 2021, to shareowners of record on October 19, 2021.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 61
Additional Information
Results of Shareholder Meeting
At an annual meeting held on September 15, 2021, shareholders of the Fund were asked to consider the proposal described below.
A report of the total votes cast by the Fund's shareholders follows:
Proposal 1 - To elect four Class I Directors
| | | |
| Nominee | For | Withhold |
| Craig C. MacKay | 24,016,238.337 | 746,697.000 |
| Thomas J. Perna | 20,651,942.337 | 4,110,993.000 |
| Marguerite A. Piret | 23,968,247.337 | 794,688.000 |
| Fred J. Ricciardi | 23,983,758.337 | 779,177.000 |
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, its shares in the open market.
62 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Approval of Renewal of Investment Management Agreement
Amundi Asset Management US, Inc. (“Amundi US”) serves as the investment adviser to Pioneer High Income Fund, Inc. (the “Fund”) pursuant to an investment management agreement between Amundi US and the Fund. In order for Amundi US to remain the investment adviser of the Fund, the Directors of the Fund, including a majority of the Fund’s Independent Directors, must determine annually whether to renew the investment management agreement for the Fund.
The contract review process began in January 2021 as the Directors of the Fund agreed on, among other things, an overall approach and timeline for the process. Contract review materials were provided to the Directors in March 2021, July 2021 and September 2021. In addition, the Directors reviewed and discussed the Fund’s performance at regularly scheduled meetings throughout the year, and took into account other information related to the Fund provided to the Directors at regularly scheduled meetings, in connection with the review of the Fund’s investment management agreement.
In March 2021, the Directors, among other things, discussed the memorandum provided by Fund counsel that summarized the legal standards and other considerations that are relevant to the Directors in their deliberations regarding the renewal of the investment management agreement, and reviewed and discussed the qualifications of the investment management teams for the Fund, as well as the level of investment by the Fund’s portfolio managers in the Fund. In July 2021, the Directors, among other things, reviewed the Fund’s management fees and total expense ratios, the financial statements of Amundi US and its parent companies, profitability analyses provided by Amundi US, and analyses from Amundi US as to possible economies of scale. The Directors also reviewed the profitability of the institutional business of Amundi US as compared to that of Amundi US’s fund management business, and considered the differences between the fees and expenses of the Fund and the fees and expenses of Amundi US’s institutional accounts, as well as the different services provided by Amundi US to the Fund and to the institutional accounts. The Directors further considered contract review materials, including additional materials received in response to the Directors’ request, in September 2021.
At a meeting held on September 21, 2021, based on their evaluation of the information provided by Amundi US and third parties, the Directors of the Fund, including the Independent Directors voting separately, unanimously approved the renewal of the investment management agreement for another
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 63
year. In approving the renewal of the investment management agreement, the Directors considered various factors that they determined were relevant, including the factors described below. The Directors did not identify any single factor as the controlling factor in determining to approve the renewal of the agreement.
Nature, Extent and Quality of Services
The Directors considered the nature, extent and quality of the services that had been provided by Amundi US to the Fund, taking into account the investment objective and strategy of the Fund. The Directors also reviewed Amundi US’s investment approach for the Fund and its research process. The Directors considered the resources of Amundi US and the personnel of Amundi US who provide investment management services to the Fund. They also reviewed the amount of non-Fund assets managed by the portfolio managers of the Fund. They considered the non-investment resources and personnel of Amundi US that are involved in Amundi US’s services to the Fund, including Amundi US’s compliance, risk management, and legal resources and personnel. The Directors noted the substantial attention and high priority given by Amundi US’s senior management to the Pioneer Fund complex. The Directors considered the effectiveness of Amundi US’s business continuity plan in response to the COVID-19 pandemic.
The Directors considered that Amundi US supervises and monitors the performance of the Fund’s service providers and provides the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund’s business management and operations. The Directors also considered that, as administrator, Amundi US is responsible for the administration of the Fund’s business and other affairs. The Directors considered Amundi US’s oversight of the process for transitioning custodian and sub-administration services to new service providers. The Directors considered that the Fund reimburses Amundi US its pro rata share of Amundi US’s costs of providing administration services to the Pioneer Funds.
Based on these considerations, the Directors concluded that the nature, extent and quality of services that had been provided by Amundi US to the Fund were satisfactory and consistent with the terms of the investment management agreement.
64 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
Performance of the Fund
In considering the Fund’s performance, the Directors regularly review and discuss throughout the year data prepared by Amundi US and information comparing the Fund’s performance with the performance of its peer group of funds, as classified by Morningstar, Inc. (Morningstar), and with the performance of the Fund’s benchmark index. The Directors also regularly consider the Fund’s returns at market value relative to its peers, as well as the discount at which the Fund’s shares may trade on the New York Stock Exchange compared to its net asset value per share. They also discuss the Fund’s performance with Amundi US on a regular basis. The Directors’ regular reviews and discussions were factored into the Directors’ deliberations concerning the renewal of the investment management agreement.
Management Fee and Expenses
The Directors considered information showing the fees and expenses of the Fund in comparison to the management fees and expense ratios of a peer group of funds selected on the basis of criteria determined by the Independent Directors for this purpose using data provided by Strategic Insight Mutual Fund Research and Consulting, LLC (Strategic Insight), an independent third party. The peer group comparisons referred to below are organized in quintiles. Each quintile represents one-fifth of the peer group. In all peer group comparisons referred to below, first quintile is most favorable to the Fund’s shareowners.
The Directors considered that the Fund’s management fee (based on managed assets) for the most recent fiscal year was in the first quintile relative to the management fees paid by other funds in its Strategic Insight peer group for the comparable period. The Directors considered that the expense ratio (based on managed assets) of the Fund’s common shares for the most recent fiscal year (including investment-related expenses) was in the second quintile relative to its Strategic Insight peer group for the comparable period.
The Directors reviewed management fees charged by Amundi US to institutional and other clients, including publicly offered European funds sponsored by Amundi US’s affiliates, unaffiliated U.S. registered investment companies (in a sub-advisory capacity), and unaffiliated foreign and domestic separate accounts. The Directors also considered Amundi US’s costs in providing services to the Fund and Amundi US’s costs in providing services to the other clients and considered the differences in management fees and profit margins for fund and non-fund services. In evaluating the fees associated with Amundi US’s client accounts, the Directors took into
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 65
account the respective demands, resources and complexity associated with the Fund and other client accounts. The Directors noted that, in some instances, the fee rates for those clients were lower than the management fee for the Fund and considered that, under the investment management and administration agreements with the Fund, Amundi US performs additional services for the Fund that it does not provide to those other clients or services that are broader in scope, including oversight of the Fund’s other service providers and activities related to compliance and the extensive regulatory and tax regimes to which the Fund is subject. The Directors also considered the entrepreneurial risks associated with Amundi US’s management of the Fund.
The Directors concluded that the management fee payable by the Fund to Amundi US was reasonable in relation to the nature and quality of the services provided by Amundi US.
Profitability
The Directors considered information provided by Amundi US regarding the profitability of Amundi US with respect to the advisory services provided by Amundi US to the Fund, including the methodology used by Amundi US in allocating certain of its costs to the management of the Fund. The Directors also considered Amundi US’s profit margin in connection with the overall operation of the Fund. They further reviewed the financial results, including the profit margins, realized by Amundi US from non-fund businesses. The Directors considered Amundi US’s profit margins in comparison to the limited industry data available and noted that the profitability of any adviser was affected by numerous factors, including its organizational structure and method for allocating expenses. The Directors concluded that Amundi US’s profitability with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Directors considered the extent to which Amundi US may realize economies of scale or other efficiencies in managing and supporting the Fund. Since the Fund is a closed-end fund that had not raised additional capital in the preceding year, the Directors concluded that economies of scale were not a relevant consideration in the renewal of the investment advisory agreement.
Other Benefits
The Directors considered the other benefits that Amundi US enjoys from its relationship with the Fund. The Directors considered the character and amount of fees paid or to be paid by the Fund, other than under the
66 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
investment management agreement, for services provided by Amundi US and its affiliates. The Directors further considered the revenues and profitability of Amundi US’s businesses other than the Fund business. To the extent applicable, the Directors also considered the benefits to the Fund and to Amundi US and its affiliates from the use of “soft” commission dollars generated by the Fund to pay for research and brokerage services.
The Directors considered that Amundi US is the principal U.S. asset management business of Amundi, which is one of the largest asset managers globally. Amundi’s worldwide asset management business manages over $2.12 trillion in assets (including the Pioneer Funds). The Directors considered that Amundi US’s relationship with Amundi creates potential opportunities for Amundi US and Amundi that derive from Amundi US’s relationships with the Fund, including Amundi’s ability to market the services of Amundi US globally. The Directors noted that Amundi US has access to additional research and portfolio management capabilities as a result of its relationship with Amundi and Amundi’s enhanced global presence that may contribute to an increase in the resources available to Amundi US. The Directors considered that Amundi US and the Fund receive reciprocal intangible benefits from the relationship, including mutual brand recognition and, for the Fund, direct and indirect access to the resources of a large global asset manager. The Directors concluded that any such benefits received by Amundi US as a result of its relationship with the Fund were reasonable.
Conclusion
After consideration of the factors described above as well as other factors, the Directors, including the Independent Directors, concluded that the investment management agreement for the Fund, including the fees payable thereunder, was fair and reasonable and voted to approve the proposed renewal of the investment management agreement.
Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21 67
Directors, Officers and Service Providers
| | |
| Directors | Officers |
| Thomas J. Perna, Chairman | Lisa M. Jones, President and |
| John E. Baumgardner, Jr. | Chief Executive Officer |
| Diane Durnin | Anthony J. Koenig, Jr., Treasurer |
| Benjamin M. Friedman | and Chief Financial and |
| Lisa M. Jones | Accounting Officer |
| Lorraine H. Monchak | Christopher J. Kelley, Secretary and |
| Craig C. MacKay | Chief Legal Officer |
| Marguerite A. Piret | |
| Fred J. Ricciardi | |
| Kenneth J. Taubes | |
Investment Adviser and Administrator
Amundi Asset Management US, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Legal Counsel
Morgan, Lewis & Bockius LLP
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 (1-800-710-0935). 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.amundi.com/us. This information is also available on the Securities and Exchange Commission’s web site at www.sec.gov.
68 Pioneer High Income Fund, Inc. | Semiannual Report | 9/30/21
How to Contact Amundi
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.amundi.com/us.
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. Shareowners may view the filed Form N-PORT by visiting the Commission’s web site at https://www.sec.gov.
Amundi Asset Management US, Inc.
60 State Street
Boston, MA 02109
www.amundi.com/us
© 2021 Amundi Asset Management US, Inc. 19432-15-1121
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 Directors 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 Directors 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 Directors, 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)).
Mr. Fred J. Ricciardi, an independent Director, 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.
N/A
(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.
N/A
(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.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of their outside auditors. Maintaining independence is a shared responsibility involving Amundi Asset Management US, 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 CATEGORY | SERVICE CATEGORY DESCRIPTION | SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES |
| | | |
| I. AUDIT SERVICES | Services that are directly | o Accounting research assistance |
| | 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. AUDIT-RELATED | Services which are not | o AICPA attest and agreed-upon procedures |
| SERVICES | prohibited under Rule | o Technology control assessments |
| | 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 DESCRIPTION | SPECIFIC PRE-APPROVED SERVICE |
| | | SUBCATEGORIES |
| 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 DESCRIPTION | SPECIFIC PRE-APPROVED SERVICE |
| | | SUBCATEGORIES |
| 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 DESCRIPTION | SPECIFIC PROHIBITED SERVICE |
| | | SUBCATEGORIES |
| 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.
N/A
(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.
N/A
(h) Disclose whether the registrants audit committee of the board of Directors 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 Directors 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.
N/A
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.
N/A
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).
N/A
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.
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 Fund, Inc.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President and Chief Executive Officer
Date December 3, 2021
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 and Chief Executive Officer
Date December 3, 2021
By (Signature and Title)* /s/ Anthony J. Koenig, Jr.
Anthony J. Koenig, Jr., Treasurer and Chief Financial and Accounting Officer
Date December 3, 2021
* Print the name and title of each signing officer under his or her signature.
