UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21043
Pioneer High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Amundi Pioneer Asset Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: March 31
Date of reporting period: April 1, 2018 through March 31, 2019
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
Pioneer High
Income Trust
--------------------------------------------------------------------------------
Annual Report | March 31, 2019
--------------------------------------------------------------------------------
Ticker Symbol: PHT
Beginning in March 2021, as permitted by regulations adopted by the Securities
and Exchange Commission, paper copies of the Trust's shareholder reports like
this one will no longer be sent by mail, unless you specifically request paper
copies of the reports from the Trust or from your financial intermediary, such
as a broker-dealer, bank or insurance company. Instead, the reports will be
made available on the Trust'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.
If you already elected to receive shareholder reports electronically, you will
not be affected by this change and you need not take any action. You may elect
to receive shareholder reports and other communications electronically by
contacting your financial intermediary or, if you invest directly with the
Trust, by calling 1-800-710-0935.
You may elect to receive all future reports in paper free of charge. If you
invest directly with the Trust, you can inform the Trust that you wish to
continue receiving paper copies of your shareholder reports by calling
1-800-710-0935. 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.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: www.amundipioneer.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 12
Prices and Distributions 13
Performance Update 14
Schedule of Investments 15
Financial Statements 39
Notes to Financial Statements 45
Report of Independent Registered Public Accounting Firm 63
Additional Information 65
Trustees, Officers and Service Providers 66
Pioneer High Income Trust | Annual Report | 3/31/19 1
President's Letter
Since 1928, active portfolio management based on in-depth, fundamental
research, has been the foundation of Amundi Pioneer's investment approach. We
believe an active management investment strategy is a prudent approach to
investing, especially during periods of market volatility, which can result
from any number of risk factors, including slow U.S. economic growth, rising
interest rates, and geopolitical factors. Of course, in today's global economy,
risk factors extend well beyond U.S. borders, and political and economic issues
on the international front can also cause or contribute to volatility in U.S.
markets.
At Amundi Pioneer, each security under consideration is researched by our team
of experienced investment professionals, who visit companies and meet with
their management teams. At the end of this research process, if we have
conviction in a company's business model and management team, and regard the
security as a potentially solid investment opportunity, an Amundi Pioneer
portfolio manager makes an active decision to invest in that security. The
portfolio resulting from these decisions represents an expression of his or her
convictions, and strives to balance overall risk and return opportunity. As an
example, the Standard & Poor's 500 Index -- the predominant benchmark for many
U.S. Large-Cap Core Equity funds -- has 500 stocks. An Amundi Pioneer portfolio
manager chooses to invest in only those companies that he or she believes can
offer the most attractive opportunities to pursue the fund's investment
objective, thus potentially benefiting the fund's shareowners. This process
results in a portfolio that does not own all 500 stocks, but a much narrower
universe. The same active decision to invest in a company is also applied when
we decide to sell a security, either due to changing fundamentals, valuation
concerns, or market risks. We apply this active decision-making across all of
our equity, fixed-income, and global portfolios.
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 volatility and uncertainty, thus making it a
compelling investment choice. As you consider the many choices today, we
encourage you to work with your financial advisor to develop an overall
investment plan that addresses both your short- and long-term goals, and to
implement such a plan in a disciplined manner.
2 Pioneer High Income Trust | Annual Report | 3/31/19
We greatly appreciate the trust you have placed in us and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
Head of the Americas, President and CEO of U.S.
Amundi Pioneer Asset Management USA, Inc.
March 31, 2019
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer High Income Trust | Annual Report | 3/31/19 3
Portfolio Management Discussion | 3/31/19
In the following interview, Andrew Feltus discusses the factors that affected
the performance of Pioneer High Income Trust during the 12-month period ended
March 31, 2019. Mr. Feltus, CFA, Managing Director, Co-Director of High Yield,
and a portfolio manager at Amundi Pioneer Asset Management, Inc. ("Amundi
Pioneer), is responsible for the daily management of the Trust. He is assisted
by Matthew Shulkin, a vice president and portfolio manager at Amundi Pioneer.
Q How did the Trust perform during the 12-month period ended March 31, 2019?
A Pioneer High Income Trust returned 2.79% at net asset value (NAV) and
4.00% at market price during the 12-month period ended March 31, 2019.
During the same 12-month period, the Trust's benchmark, the ICE Bank of
America Merrill Lynch U.S. High Yield Index (the ICE BofA ML Index),
returned 5.94% at NAV. The ICE BofA ML Index is an unmanaged, commonly
accepted measure of the performance of high-yield securities. Unlike the
Trust, the ICE BofA ML Index does not use leverage. While the use of
leverage increases investment opportunity, it also increases investment
risk.
During the same 12-month period, the average return at NAV of the 42
closed end funds in Morningstar's High Yield Bond Closed End Funds
category (which may or may not be leveraged) was 4.47%, and the average
return (at market price) of the 42 closed end funds in the same
Morningstar category was 5.76%.
The shares of the Trust were selling at a 9.7% discount to NAV at the end
of the 12-month period. Comparatively, the shares of the Trust were
selling at a 10.7% discount to NAV on March 31, 2018.
On March 31, 2019, the standardized 30-day SEC yield of the Trust's shares
was 8.15%*.
Q How would you describe the investment environment for high-yield debt
during the 12-month period ended March 31, 2019?
A Over the first half of the period, while the interest-rate environment
provided a headwind for bond investors, investor sentiment in the
credit-sensitive market generally remained positive, bolstered by solid
economic growth, strong corporate profits, and a supportive tax
environment in the wake of the U.S. tax reform bill passed at the end of
* The 30-day SEC yield is a standardized formula that is based on the
hypothetical annualized earning power (investment income only) of the
Trust's portfolio securities during the period indicated.
4 Pioneer High Income Trust | Annual Report | 3/31/19
2017. At times, bouts of market volatility would emerge due to concerns
about U.S. trade policy, which clouded the outlook to some degree.
However, against a strong fundamental backdrop, the focus of the
fixed-income markets remained largely on the pace of efforts by the U.S.
Federal Reserve System (the Fed) to return U.S. interest rates to levels
more in line with historical norms, after several years of very low rates.
Nonetheless, with inflation hovering around its 2% target and more than
80% of the companies in the Standard & Poor's 500 Index reporting
second-quarter (2018) earnings that exceeded expectations, the Fed began
to sound a more hawkish tone on rates as the period progressed.
At its June 13, 2018, meeting, the Fed increased the upper band of the
target range for its benchmark overnight lending rate from 1.75% to 2.00%.
Treasury yields then rose ahead of the Federal Open Market Committee
(FOMC) meeting on September 25, 2018, as encouraging data in such areas as
employment, retail sales, industrial production, and consumer sentiment
boosted expectations for two additional rate hikes before the end of 2018.
At that September meeting, the Fed raised the federal funds rate to 2.25%,
while signaling the likelihood of another 0.25% hike in December. As the
yield curve flattened, credit-sensitive markets came under pressure and
high-yield spreads started to widen. (Credit spreads are commonly defined
as the differences in yield between Treasuries and other types of
fixed-income securities with similar maturities.)
In mid-December 2018, the Fed met expectations and once again raised
short-term rates by a quarter-point, to the 2.25% to 2.50% range, while
foreshadowing two additional increases in 2019. In the wake of the last
increase, market participants began to fear that policymakers would
overshoot on rates, despite an increasingly uncertain outlook for global
economic growth. Those concerns led to a spike in market volatility as
"risk" assets sold off. Meanwhile, the 10-year Treasury yield declined
from 3.05% to 2.69% over the last three months of 2018, driven by a global
flight-to-safety trade that saw investors seek refuge (in Treasuries) from
increased market volatility. Within high-yield corporates, energy issues
were especially hard hit during the late-2018 market slump, as the price
of crude oil plummeted on high supply driven in part by an unexpected
loosening of U.S. sanctions on Iran and concerns that slower global
economic growth would affect demand.
However, risk-oriented assets quickly rebounded in January of 2019 as the
Fed adopted a less-aggressive tone on monetary policy, signaling that it
would become more "data dependent" with regard to additional rate hikes,
thus indicating a likely pause on further increases, at least for the time
Pioneer High Income Trust | Annual Report | 3/31/19 5
being. The Fed also announced a September 2019 end to its balance-sheet
reduction program -- earlier than initially planned -- and stated that it
would begin reinvesting some of its portfolio of maturing mortgage-backed
securities (MBS) into Treasuries. The end of the balance-sheet reduction
program likely assures that the Fed's excess reserves will remain large.
In addition, signs of progress on trade matters, a recovery in oil prices,
and solid corporate earnings results helped boost investor sentiment in
the early months of 2019. The upward trend continued in February, although
the pace of gains moderated. Economic data came in a bit softer in March,
and the markets became more volatile in response. Despite those obstacles,
the positive market momentum as well as spread tightening across the yield
spectrum continued through the end of the 12-month period, as Treasury
yields moved lower.
Even with the sharp declines seen in late 2018, high-yield corporate bonds
in aggregate finished the 12-month period in solidly positive territory.
Strong corporate profit growth and lower corporate taxes helped maintain a
low high-yield default rate by historical standards, while shrinking
high-yield issuance -- for the third consecutive year -- helped support
bond prices, despite substantially higher levels of market volatility.
Within the high-yield market, lower-rated issues generally lagged the
performance of higher-rated credits over the 12-month period. For example,
CCC-rated bonds returned 3.5% for the 12 months, while BB-rated bonds
returned 6.1% (according to ICE BofA ML indices).
Q What factors affected the Trust's performance relative to its benchmark
during the 12-month period ended March 31, 2019?
A In broad terms, the Trust's 10% overweight to lower-quality issues in the
CCC-rated range detracted from benchmark-relative performance, as that
segment of the high-yield market lagged higher-quality securities over the
12-month period. In addition, a modest portfolio overweight to energy
issues weighed on the Trust's benchmark-relative returns as oil-price
volatility negatively affected the sector. Our preference for issuers in
the oil services and midstream pipeline segments of the energy sector
helped to counter, at least partially, the negative effects of the Trust's
overweight to energy, as short-term changes in oil prices affected those
companies less directly than other energy companies.
6 Pioneer High Income Trust | Annual Report | 3/31/19
The Trust had modest allocations to cash and floating-rate bank loans
during the period, as we sought to buffer performance in the event of
rising interest rates. The returns of both the cash and the loans lagged
high-yield market returns over the 12-month period, and detracted from the
Trust's benchmark-relative performance. Another investment decision that
detracted from the Trust's benchmark-relative returns was an out-of-index
allocation to insurance-linked securities (ILS), which are sponsored by
insurers to help mitigate the risk of having to pay damage claims in the
wake of natural disasters. ILS generated positive absolute returns over
the 12-month period, but they underperformed relative to the high-yield
market in general. We continue to view exposure to ILS as helping to
bolster the income and risk-reward profile of the portfolio over the
long-term.
With respect to individual names, the biggest performance detractors
within the portfolio during the 12-month period were mostly holdings of
energy issuers, including Sanchez Energy, Great Western Petroleum, and
Extraction Oil & Gas. Sanchez Energy reported a series of poor quarterly
results, which led to concerns about whether the drilling company would
have enough cash to complete its planned projects. We trimmed the Trust's
position during the period. Great Western Petroleum and Extraction Oil &
Gas, a pair of Colorado shale-oil producers, saw their bond prices decline
amidst a difficult political climate highlighted by attempts aimed at
limiting drilling in their home state. Outside of energy, a position in
Windstream Communications detracted from the Trust's performance, as the
company filed for bankruptcy after losing a lawsuit brought by a hedge
fund bondholder objecting to the wireline provider's spinoff of its
telecommunications network assets into a leasing business (Uniti). A
separate position in Uniti, which is a real estate investment trust,
mitigated to a certain degree the drag on the Trust's return from exposure
to Windstream, as Uniti's bond rallied late in the 12-month period when
uncertainties regarding Windstream's future came into clearer focus.
On the positive side, the portfolio's position in Talen Energy was the
leading individual contributor to the Trust's performance for the period,
as the highly leveraged independent power producer refinanced a portion of
its bonds maturing in 2021. We sold the portfolio's holdings at close to
par (face) value, which resulted in a gain for the Trust. In a similar
vein, a refinancing by multinational airplane and train manufacturer
Bombardier aided the Trust's performance, as those bonds, too, were bought
out at par value. Holdings of drug company Bausch Health (formerly Valeant
Pharmaceuticals) also contributed positively to the Trust's performance
Pioneer High Income Trust | Annual Report | 3/31/19 7
during the 12-month period. Investor sentiment with respect to Bausch's
debt continued to improve over the period as new management showed
progress on addressing the company's high debt level accumulated during a
string of acquisitions, while taking steps to move the firm toward a more
sustainable business model.
Finally, the Trust's below-benchmark stance (-11%) with respect to overall
portfolio duration weighed modestly on relative returns as yields declined
along most of the Treasury curve over the 12-month period. (Duration is a
measure of the sensitivity of the price, or the value of principal, of a
fixed-income investment to a change in interest rates, expressed as a
number of years.)
Q Did the Trust's dividend change during the 12-month period ended March 31,
2019?
A The Trust's dividend** increased from 6.50 cents per share to 6.75 cents
per share over the final two months of the period, based on management's
assessment of a sustainable level of income-generation for the portfolio
over the next several quarters.
Q Did the level of leverage in the Trust change during the 12-month period
ended March 31, 2019?
A The Trust employs leverage through a credit agreement.
At the end of the 12-month period ended March 31, 2019, 30.2% of the
Trust's total managed assets were financed by leverage, or borrowed funds,
compared with 28.9% of the Trust's total managed assets financed by
leverage at the start of the period on April 1, 2018. The absolute amount
of funds borrowed by the Trust did not change. The increase in the
percentage of leveraged funds was the result of a reduction of the
aggregate net asset value of the Trust's holdings.
Q Did the Trust have any investments in derivative securities during the
12-month period ended March 31, 2019? If so, did the investments have a
material effect on the Trust's performance?
A Yes, the Trust had investments in foreign forward currency transactions
during the period, which had a slight positive impact on
benchmark-relative performance. The Trust also had a position in CDX (a
credit default swap index security), which was a positive performance
contributor during the period.
** Dividends are not guaranteed.
8 Pioneer High Income Trust | Annual Report | 3/31/19
Q What is your investment outlook?
A In our view, credit-market fundamentals remain supportive of high yield as
an asset class. The outlook for economic growth and corporate earnings
remains positive; unemployment is low; wages have been trending modestly
higher; and consumer balance sheets are sound in aggregate. While
expectations for the domestic economy in 2019 project growth rates in the
modest 2% to 2.5% range -- although first-quarter growth significantly
exceeded those figures -- high yield as an asset class typically has not
required rapid economic growth for fundamentals to remain solid. In
addition, there has been restraint in high-yield issuance with respect to
lower-rated deals in the CCC-quality range, as well as deals designed to
finance large leveraged buyouts or special dividend payouts by companies.
One of the risks to this outlook is slowing economic growth overseas, as
the economies of China and Europe turned in disappointing performance in
2018, which led to central-bank easing policies that could help improve
conditions going forward. Another risk is the U.S./China trade dispute.
While the rift does not appear to have weighed heavily on the global
economy to date, any adverse development on that front would not be
supportive of investors' appetites for riskier assets. In addition, with
2020 an election year in the U.S., the run-up to the presidential election
campaign has the potential to blur the outlook.
The rise in Treasury yields and widening of credit spreads have reduced
some of the pressure on the portfolio's yield. At the same time, the
expectation of a more moderate Fed monetary policy has reduced upward
pressure on the cost of the Trust's liabilities. The rate at which the
Trust was losing higher-yielding securities to debt refinancing has
moderated, which led us to implement a modest increase in the dividend, as
we mentioned earlier.
As always, we will focus on intensive credit research when picking the
Trust's investments, by examining the fundamentals and risks associated
with each individual security.
Pioneer High Income Trust | Annual Report | 3/31/19 9
Please refer to the Schedule of Investments on pages 15-38 for a full listing
of Trust securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. These conditions may continue, recur, worsen or spread.
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk.
The Trust may invest in securities of issuers that are in default or that are
in bankruptcy.
The Fund may invest in insurance-linked securities, including event-linked
bonds. 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
Trust will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities held by the Trust will generally rise.
Investments in the Trust are subject to possible loss due to the financial
failure of the issuers of the underlying securities and their inability to meet
their debt obligations.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a price reflective of
their value at the times when the Trust believes it is desirable to do so, and
the market price of illiquid securities is generally more volatile than that of
more liquid securities. Illiquid securities are also more difficult to value
and investment of the Trust's assets in illiquid securities may restrict the
Trust's ability to take advantage of market opportunities.
The Trust employs leverage through a credit agreement. Leverage creates
significant risks, including the risk that the Trust's incremental income or
capital appreciation for investments purchased with the proceeds of leverage
will not be sufficient to cover the cost of leverage, which may adversely
affect the return for shareowners.
10 Pioneer High Income Trust | Annual Report | 3/31/19
The Trust is required to meet certain regulatory and other asset coverage
requirements in connection with its use of leverage. In order to maintain
required asset coverage levels, the Trust may be required to reduce the amount
of leverage employed by the Trust, alter the composition of its investment
portfolio or take other actions at what might be inopportune times in the
market. Such actions could reduce the net earnings or returns to shareowners
over time, which is likely to result in a decrease in the market value of the
Trust's shares.
These risks may increase share price volatility.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer High Income Trust | Annual Report | 3/31/19 11
Portfolio Summary | 3/31/19
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investments)*
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Corporate Bonds 82.4%
Senior Secured Floating Rate Loan Interests 4.6%
Convertible Corporate Bonds 2.8%
Insurance-Linked Securities 2.6%
U.S. Government and Agency Obligations 2.5%
Preferred Stocks 1.6%
Convertible Preferred Stocks 1.5%
Foreign Government Bonds 1.1%
Commercial Mortgage-Backed Securities 0.4%
Asset Backed Securities 0.2%
Common Stocks 0.2%
Over The Counter (OTC) Currency Put Options Purchased 0.1%
Rights/Warrants 0.0%+
+ Amount rounds to less than 0.1%.
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of total investments)*
1. U.S. Treasury Bills, 4/9/19 2.56%
-------------------------------------------------------------------------------------------------------
2. Hanover Insurance Corp., 7.625%, 10/15/25 1.48
-------------------------------------------------------------------------------------------------------
3. Meritor, Inc., 7.875%, 3/1/26 1.17
-------------------------------------------------------------------------------------------------------
4. Resolute Energy Corp., 8.5%, 5/1/20 1.16
-------------------------------------------------------------------------------------------------------
5. Liberty Mutual Group, Inc., 10.75% (3 Month USD LIBOR + 712 bps), 6/15/58 (144A) 1.09
-------------------------------------------------------------------------------------------------------
6. Bank of America Corp., 7.25% 1.06
-------------------------------------------------------------------------------------------------------
7. Hercules LLC, 6.5%, 6/30/29 0.98
-------------------------------------------------------------------------------------------------------
8. Basell Finance Co. BV, 8.1%, 3/15/27 (144A) 0.96
-------------------------------------------------------------------------------------------------------
9. Fixed Income Trust, Series 2013-A, 0.0%, 10/15/97 (144A) 0.96
-------------------------------------------------------------------------------------------------------
10. Cardtronics, Inc./Cardtronics USA, Inc., 5.5%, 5/1/25 (144A) 0.92
-------------------------------------------------------------------------------------------------------
* Excludes temporary cash investments and all derivative contracts except
for options purchased. The Trust is actively managed, and current holdings
may be different. The holdings listed should not be considered
recommendations to buy or sell any securities.
12 Pioneer High Income Trust | Annual Report | 3/31/19
Prices and Distributions | 3/31/19
Market Value per Share^
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/19 3/31/18
--------------------------------------------------------------------------------
Market Value $8.95 $9.39
--------------------------------------------------------------------------------
Discount (9.7)% (10.7)%
--------------------------------------------------------------------------------
Net Asset Value per Share^
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/19 3/31/18
--------------------------------------------------------------------------------
Net Asset Value $9.91 $10.52
--------------------------------------------------------------------------------
Distributions per Share: 4/1/18 - 3/31/19
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Investment Short-Term Long-Term
Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
$0.7850 $ -- $ --
--------------------------------------------------------------------------------
Yields
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3/31/19 3/31/18
--------------------------------------------------------------------------------
30-Day SEC Yield 8.15% 8.01%
--------------------------------------------------------------------------------
The data shown above represents past performance, which is no guarantee of
future results.
^ Net asset value and market value are published in Barron's on Saturday,
The Wall Street Journal on Monday and The New York Times on Monday and
Saturday. Net asset value and market value are published daily on the
Trust's website at www.amundipioneer.com.
Pioneer High Income Trust | Annual Report | 3/31/19 13
Performance Update | 3/31/19
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 Trust during the periods shown, compared
to that of the ICE BofA ML U.S. High Yield Index.
Average Annual Total Returns
(As of March 31, 2019)
---------------------------------------------------
Net ICE BofA
Asset ML U.S.
Value Market High Yield
Period (NAV) Price Index
---------------------------------------------------
10 years 14.78% 12.18% 11.24%
5 years 2.64 -3.92 4.70
1 year 2.79 4.00 5.94
---------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer High ICE BofA ML US
Income Trust High Yield Index
3/09 $10,000 $10,000
3/10 $21,969 $15,722
3/11 $26,390 $17,951
3/12 $29,433 $18,963
3/13 $33,155 $21,448
3/14 $38,540 $23,062
3/15 $30,725 $23,536
3/16 $27,233 $22,597
3/17 $29,475 $26,410
3/18 $30,342 $27,386
3/19 $31,555 $29,011
Call 1-800-225-6292 or visit www.amundipioneer.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below NAV, due to such factors as interest rate
changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Shares of closed-end funds, unlike open-end funds, are not continuously
offered. There is a one-time public offering and, once issued, shares of
closed-end funds are bought and sold in the open market through a stock
exchange and frequently trade at prices lower than their NAV. NAV per common
share is total assets less total liabilities, which include preferred shares or
borrowings, as applicable, divided by the number of common shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends
are assumed to be reinvested at prices obtained through open-market purchases
under the Trust's dividend reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
Had these fees and taxes been reflected, performance would have been lower.
The ICE Bank of America Merrill Lynch U.S. High Yield Index is an unmanaged,
commonly accepted measure of the performance of high yield securities. Index
returns are calculated monthly, assume reinvestment of dividends and, unlike
Trust returns, do not reflect any fees, expenses or sales charges. The Index
does not employ leverage. It is not possible to invest directly in the Index.
14 Pioneer High Income Trust | Annual Report | 3/31/19
Schedule of Investments | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------------------------------------
UNAFFILIATED ISSUERS -- 141.8%
COMMON STOCKS -- 0.2% of Net Assets
Construction & Engineering -- 0.0%+
1,307,384(a) Abengoa SA, Class B $ 12,315
-------------
Total Construction & Engineering $ 12,315
------------------------------------------------------------------------------------------------------------------------
Health Care Technology -- 0.0%+
244,563^(a) Medical Card System, Inc. $ 2,446
-------------
Total Health Care Technology $ 2,446
------------------------------------------------------------------------------------------------------------------------
Oil, Gas & Consumable Fuels -- 0.1%
65,597^(a) PetroQuest Energy, Inc. $ 209,703
-------------
Total Oil, Gas & Consumable Fuels $ 209,703
------------------------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 0.1%
19,026(a) Teva Pharmaceutical Industries, Ltd. (A.D.R.) $ 298,328
-------------
Total Pharmaceuticals $ 298,328
------------------------------------------------------------------------------------------------------------------------
Specialty Retail -- 0.0%+
68,241^(a) Targus Cayman SubCo., Ltd. $ 141,941
-------------
Total Specialty Retail $ 141,941
------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $1,654,378) $ 664,733
------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS --
2.2% of Net Assets
Banks -- 2.2%
3,355(b) Bank of America Corp., 7.25% $ 4,367,774
1,600(b) Wells Fargo & Co., 7.5% 2,067,760
-------------
Total Banks $ 6,435,534
------------------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $5,158,210) $ 6,435,534
------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCKS -- 2.3% of Net Assets
Banks -- 1.2%
132,750(c) GMAC Capital Trust I, 8.469% (3 Month USD LIBOR +
579 bps), 2/15/40 $ 3,456,810
-------------
Total Banks $ 3,456,810
------------------------------------------------------------------------------------------------------------------------
Chemicals -- 0.0%+
1,062,203^(a) Pinnacle Agriculture $ 106,220
-------------
Total Chemicals $ 106,220
------------------------------------------------------------------------------------------------------------------------
Diversified Financial Services -- 1.1%
3,000(b)(c) Compeer Financial ACA, 6.75% (USD LIBOR +
500 bps) (144A) $ 3,075,000
-------------
Total Diversified Financial Services $ 3,075,000
------------------------------------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(Cost $7,201,120) $ 6,638,030
------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 15
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
ASSET BACKED SECURITIES --
0.3% of Net Assets
660,000(c) GMAT Trust, Series 2013-1A, Class M, 5.0%,
11/25/43 (144A) $ 397,420
300,000 InSite Issuer LLC, Series 2016-1A, Class C, 6.414%,
11/15/46 (144A) 305,957
------------------------------------------------------------------------------------------------------------------------
TOTAL ASSET BACKED SECURITIES
(Cost $938,719) $ 703,377
------------------------------------------------------------------------------------------------------------------------
COMMERCIAL MORTGAGE-BACKED SECURITIES --
0.5% of Net Assets
710,000(d) Freddie Mac Stacr Trust, Series 2019-HQA1, Class B2,
14.736% (1 Month USD LIBOR + 1,225 bps),
2/25/49 (144A) $ 744,588
500,000(c) Morgan Stanley Bank of America Merrill Lynch Trust,
Series 2014-C17, Class D, 4.703%, 8/15/47 (144A) 472,819
300,000(c) Wells Fargo Commercial Mortgage Trust, Series
2014-LC18, Class D, 3.957%, 12/15/47 (144A) 273,031
------------------------------------------------------------------------------------------------------------------------
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Cost $1,416,564) $ 1,490,438
------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE CORPORATE BONDS --
3.9% of Net Assets
Auto Parts & Equipment -- 1.6%
2,625,000 Meritor, Inc., 7.875%, 3/1/26 $ 4,786,096
-------------
Total Auto Parts & Equipment $ 4,786,096
------------------------------------------------------------------------------------------------------------------------
Banks -- 0.0%+
IDR 1,422,679,000^ PT Bakrie & Brothers Tbk, 0.0%, 12/22/22 $ 9,991
-------------
Total Banks $ 9,991
------------------------------------------------------------------------------------------------------------------------
Biotechnology -- 0.6%
2,000,000 Medicines Co., 2.75%, 7/15/23 $ 1,682,530
-------------
Total Biotechnology $ 1,682,530
------------------------------------------------------------------------------------------------------------------------
Chemicals -- 1.4%
4,000,000(e) Hercules LLC, 6.5%, 6/30/29 $ 4,030,000
-------------
Total Chemicals $ 4,030,000
------------------------------------------------------------------------------------------------------------------------
Healthcare-Products -- 0.3%
1,250,000 Endologix, Inc., 3.25%, 11/1/20 $ 855,875
-------------
Total Healthcare-Products $ 855,875
------------------------------------------------------------------------------------------------------------------------
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $8,040,855) $ 11,364,492
------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS -- 116.9% of Net Assets
Advertising -- 0.9%
3,060,000 MDC Partners, Inc., 6.5%, 5/1/24 (144A) $ 2,532,150
-------------
Total Advertising $ 2,532,150
------------------------------------------------------------------------------------------------------------------------
Aerospace & Defense -- 1.3%
837,000 Bombardier, Inc., 7.5%, 3/15/25 (144A) $ 861,064
1,921,000 Bombardier, Inc., 7.875%, 4/15/27 (144A) 1,981,608
745,000 Kratos Defense & Security Solutions, Inc., 6.5%,
11/30/25 (144A) 785,044
-------------
Total Aerospace & Defense $ 3,627,716
------------------------------------------------------------------------------------------------------------------------
Agriculture -- 0.2%
1,037,796 Pinnacle Operating Corp., 9.0%, 5/15/23 (144A) $ 539,654
-------------
Total Agriculture $ 539,654
------------------------------------------------------------------------------------------------------------------------
Auto Manufacturers -- 1.2%
1,095,000 Ford Motor Credit Co. LLC, 5.584%, 3/18/24 $ 1,110,627
2,200,000 JB Poindexter & Co., Inc., 7.125%, 4/15/26 (144A) 2,206,226
-------------
Total Auto Manufacturers $ 3,316,853
------------------------------------------------------------------------------------------------------------------------
Auto Parts & Equipment -- 2.2%
2,000,000 American Axle & Manufacturing, Inc., 6.5%, 4/1/27 $ 1,935,600
600,000 Dana Financing Luxembourg S.a.r.l., 5.75%,
4/15/25 (144A) 600,000
EUR 360,000(f) IHO Verwaltungs GmbH, 3.25% (4.0% PIK or 0.0% cash),
9/15/23 (144A) 410,866
EUR 840,000(f) IHO Verwaltungs GmbH, 3.75% (4.5% PIK or 0.0% cash),
9/15/26 (144A) 958,592
330,000 Meritor, Inc., 6.25%, 2/15/24 339,075
2,134,000 Titan International, Inc., 6.5%, 11/30/23 1,965,947
-------------
Total Auto Parts & Equipment $ 6,210,080
------------------------------------------------------------------------------------------------------------------------
Banks -- 5.9%
1,200,000 Access Bank Plc, 10.5%, 10/19/21 (144A) $ 1,298,112
200,000(c) Banco Nacional de Comercio Exterior SNC, 3.8% (5 Year
CMT Index + 300 bps), 8/11/26 (144A) 195,502
600,000(b)(c) Bank of America Corp., 6.5% (3 Month USD LIBOR +
417 bps) 651,024
1,800,000(b)(c) Barclays Plc, 7.75% (5 Year USD Swap Rate + 484 bps) 1,803,060
700,000(b)(c) Credit Suisse Group AG, 7.5% (5 Year USD Swap Rate +
460 bps) (144A) 740,211
2,205,000 Freedom Mortgage Corp., 8.125%, 11/15/24 (144A) 1,956,937
2,415,000 Freedom Mortgage Corp., 8.25%, 4/15/25 (144A) 2,143,313
1,239,000(b)(c) Goldman Sachs Capital II, 4.0% (3 Month USD LIBOR +
77 bps) 954,030
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 17
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Banks -- (continued)
675,000(b)(c) Intesa Sanpaolo S.p.A., 7.7% (5 Year USD Swap Rate +
546 bps) (144A) $ 637,875
3,415,000 Provident Funding Associates LP/PFG Finance Corp.,
6.375%, 6/15/25 (144A) 3,107,650
200,000(b)(c) Royal Bank of Scotland Group Plc, 7.5% (5 Year USD
Swap Rate + 580 bps) 203,750
2,250,000(b)(c) Royal Bank of Scotland Group Plc, 8.625% (5 Year USD
Swap Rate + 760 bps) 2,396,250
980,000(b)(c) Societe Generale SA, 7.375% (5 Year USD Swap Rate +
624 bps) (144A) 1,010,625
-------------
Total Banks $ 17,098,339
------------------------------------------------------------------------------------------------------------------------
Building Materials -- 0.2%
400,000 Griffon Corp., 5.25%, 3/1/22 $ 393,500
395,000 Summit Material LLC/Summit Materials Finance Corp.,
6.5%, 3/15/27 (144A) 398,950
-------------
Total Building Materials $ 792,450
------------------------------------------------------------------------------------------------------------------------
Chemicals -- 3.2%
3,250,000 Basell Finance Co. BV, 8.1%, 3/15/27 (144A) $ 3,951,197
210,000 Blue Cube Spinco LLC, 9.75%, 10/15/23 233,625
210,000 Blue Cube Spinco LLC, 10.0%, 10/15/25 240,251
420,000 CVR Partners LP/CVR Nitrogen Finance Corp., 9.25%,
6/15/23 (144A) 439,950
2,125,000 Kraton Polymers LLC/Kraton Polymers Capital Corp.,
7.0%, 4/15/25 (144A) 2,146,250
2,316,000 Rain CII Carbon LLC/CII Carbon Corp., 7.25%,
4/1/25 (144A) 2,049,660
-------------
Total Chemicals $ 9,060,933
------------------------------------------------------------------------------------------------------------------------
Coal -- 0.6%
1,679,000 SunCoke Energy Partners LP/SunCoke Energy Partners
Finance Corp., 7.5%, 6/15/25 (144A) $ 1,699,987
-------------
Total Coal $ 1,699,987
------------------------------------------------------------------------------------------------------------------------
Commercial Services -- 3.2%
3,850,000 Cardtronics, Inc./Cardtronics USA, Inc., 5.5%,
5/1/25 (144A) $ 3,763,375
1,025,000 Carriage Services, Inc., 6.625%, 6/1/26 (144A) 1,048,062
2,010,000 StoneMor Partners LP/Cornerstone Family Services of
West Virginia Subsidiary, 7.875%, 6/1/21 1,798,950
1,340,000 Team Health Holdings, Inc., 6.375%, 2/1/25 (144A) 1,090,425
520,000 United Rentals North America, Inc., 6.5%, 12/15/26 547,300
862,000 Verscend Escrow Corp., 9.75%, 8/15/26 (144A) 859,845
-------------
Total Commercial Services $ 9,107,957
------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
18 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Computers -- 1.5%
555,000 Dell International LLC/EMC Corp., 7.125%,
6/15/24 (144A) $ 588,495
1,975,000 GCI LLC, 6.75%, 6/1/21 1,984,875
1,725,000 GCI LLC, 6.875%, 4/15/25 1,800,469
-------------
Total Computers $ 4,373,839
------------------------------------------------------------------------------------------------------------------------
Distribution & Wholesale -- 1.2%
1,410,000 Global Partners LP/GLP Finance Corp., 6.25%, 7/15/22 $ 1,392,375
2,175,000 Global Partners LP/GLP Finance Corp., 7.0%, 6/15/23 2,153,250
-------------
Total Distribution & Wholesale $ 3,545,625
------------------------------------------------------------------------------------------------------------------------
Diversified Financial Services -- 5.8%
1,240,000 Avation Capital SA, 6.5%, 5/15/21 (144A) $ 1,238,450
3,105,000 Credito Real SAB de CV SOFOM ER, 9.5%,
2/7/26 (144A) 3,276,706
3,000,000^(g) Fixed Income Trust, Series 2013-A, 0.0%,
10/15/97 (144A) 3,948,626
1,030,000 Jefferies Finance LLC/JFIN Co-Issuer Corp., 7.375%,
4/1/20 (144A) 1,030,000
384,000 Nationstar Mortgage Holdings, Inc., 8.125%,
7/15/23 (144A) 395,520
1,000,000 Nationstar Mortgage Holdings, Inc., 9.125%,
7/15/26 (144A) 1,015,000
425,000 Nationstar Mortgage LLC/Nationstar Capital Corp.,
6.5%, 7/1/21 425,000
2,845,000 Nationstar Mortgage LLC/Nationstar Capital Corp.,
6.5%, 6/1/22 2,800,547
735,000 Navient Corp., 6.625%, 7/26/21 768,075
1,290,000 Oxford Finance LLC/Oxford Finance Co-Issuer II, Inc.,
6.375%, 12/15/22 (144A) 1,325,475
500,000 Quicken Loans, Inc., 5.75%, 5/1/25 (144A) 501,750
-------------
Total Diversified Financial Services $ 16,725,149
------------------------------------------------------------------------------------------------------------------------
Electric -- 5.6%
3,281,000 Calpine Corp., 5.75%, 1/15/25 $ 3,264,595
825,000 Cemig Geracao e Transmissao SA, 9.25%,
12/5/24 (144A) 894,094
1,010,000(c) Enel S.p.A., 8.75% (5 Year USD Swap Rate + 588 bps),
9/24/73 (144A) 1,107,162
525,000 NRG Energy, Inc., 6.25%, 5/1/24 542,063
2,915,000 NRG Energy, Inc., 6.625%, 1/15/27 3,137,269
950,000 NRG Energy, Inc., 7.25%, 5/15/26 1,045,181
1,523,975 NSG Holdings LLC/NSG Holdings, Inc., 7.75%,
12/15/25 (144A) 1,630,653
735,776 Stoneway Capital Corp., 10.0%, 3/1/27 (144A) 711,863
52,000 Talen Energy Supply LLC, 4.6%, 12/15/21 50,310
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 19
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Electric -- (continued)
2,986,000 Vistra Energy Corp., 8.0%, 1/15/25 (144A) $ 3,176,357
631,000 Vistra Operations Co. LLC, 5.625%, 2/15/27 (144A) 656,240
-------------
Total Electric $ 16,215,787
------------------------------------------------------------------------------------------------------------------------
Energy-Alternate Sources -- 0.9%
2,620,000(g) TerraForm Power Operating LLC, 6.625%,
6/15/25 (144A) $ 2,744,450
-------------
Total Energy-Alternate Sources $ 2,744,450
------------------------------------------------------------------------------------------------------------------------
Engineering & Construction -- 0.3%
497,464(f) Abengoa Abenewco 2 SAU, 1.5% (1.25% PIK or 0.25%
cash), 3/31/23 (144A) $ 2,467
975,000 Tutor Perini Corp., 6.875%, 5/1/25 (144A) 971,471
-------------
Total Engineering & Construction $ 973,938
------------------------------------------------------------------------------------------------------------------------
Entertainment -- 6.1%
1,500,000 AMC Entertainment Holdings, Inc., 5.875%, 11/15/26 $ 1,353,750
1,275,000 AMC Entertainment Holdings, Inc., 6.125%, 5/15/27 1,152,281
EUR 1,025,000 Cirsa Finance International S.a.r.l., 6.25%,
12/20/23 (144A) 1,212,801
950,000 Cirsa Finance International S.a.r.l., 7.875%,
12/20/23 (144A) 980,875
1,240,000 Codere Finance 2 Luxembourg SA, 7.625%,
11/1/21 (144A) 1,174,801
1,325,000 Eldorado Resorts, Inc., 6.0%, 4/1/25 1,341,563
3,369,000 Enterprise Development Authority, 12.0%,
7/15/24 (144A) 3,419,535
395,000 International Game Technology Plc, 6.25%,
1/15/27 (144A) 404,875
EUR 1,575,000 Intralot Capital Luxembourg SA, 6.75%, 9/15/21 (144A) 1,315,540
1,225,000 Scientific Games International, Inc., 6.25%, 9/1/20 1,225,000
2,350,000 Scientific Games International, Inc., 6.625%, 5/15/21 2,367,625
571,000 Scientific Games International, Inc., 8.25%,
3/15/26 (144A) 582,791
1,399,000 Scientific Games International, Inc., 10.0%, 12/1/22 1,470,139
-------------
Total Entertainment $ 18,001,576
------------------------------------------------------------------------------------------------------------------------
Environmental Control -- 1.5%
1,691,000 Covanta Holding Corp., 6.0%, 1/1/27 $ 1,691,000
2,521,000 Tervita Escrow Corp., 7.625%, 12/1/21 (144A) 2,502,093
-------------
Total Environmental Control $ 4,193,093
------------------------------------------------------------------------------------------------------------------------
Food -- 6.4%
2,250,000 Albertsons Cos., LLC/Safeway, Inc./New Albertsons
LP/Albertson's LLC, 5.75%, 3/15/25 $ 2,134,687
531,000 Albertsons Cos., LLC/Safeway, Inc./New Albertsons
LP/Albertson's LLC, 7.5%, 3/15/26 (144A) 546,266
The accompanying notes are an integral part of these financial statements.
20 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Food -- (continued)
950,000 C&S Group Enterprises LLC, 5.375%, 7/15/22 (144A) $ 953,562
1,775,000 JBS USA LUX SA/JBS USA Finance, Inc., 6.75%,
2/15/28 (144A) 1,837,125
1,196,000 MARB BondCo Plc, 6.875%, 1/19/25 (144A) 1,163,110
750,000 Marfrig Holdings Europe BV, 8.0%, 6/8/23 (144A) 773,437
1,200,000 Marfrig Holdings Europe BV, 11.25%, 9/20/21 (144A) 1,212,000
1,240,000 Minerva Luxembourg SA, 6.5%, 9/20/26 (144A) 1,230,576
2,492,000 Pilgrim's Pride Corp., 5.875%, 9/30/27 (144A) 2,510,690
1,250,000 Post Holdings, Inc., 5.0%, 8/15/26 (144A) 1,215,625
2,000,000 Post Holdings, Inc., 5.625%, 1/15/28 (144A) 1,985,000
400,000 Simmons Foods, Inc., 5.75%, 11/1/24 (144A) 351,000
2,618,000 Simmons Foods, Inc., 7.75%, 1/15/24 (144A) 2,788,170
-------------
Total Food $ 18,701,248
------------------------------------------------------------------------------------------------------------------------
Forest Products & Paper -- 1.6%
1,655,000 Eldorado International Finance GmbH, 8.625%,
6/16/21 (144A) $ 1,725,768
2,766,000 Schweitzer-Mauduit International, Inc., 6.875%,
10/1/26 (144A) 2,766,000
-------------
Total Forest Products & Paper $ 4,491,768
------------------------------------------------------------------------------------------------------------------------
Healthcare-Products -- 0.4%
EUR 450,000 Avantor, Inc., 4.75%, 10/1/24 (144A) $ 523,477
754,000 Avantor, Inc., 6.0%, 10/1/24 (144A) 782,275
-------------
Total Healthcare-Products $ 1,305,752
------------------------------------------------------------------------------------------------------------------------
Healthcare-Services -- 3.0%
1,000,000 CHS/Community Health Systems, Inc., 6.25%, 3/31/23 $ 940,900
610,000(g) CHS/Community Health Systems, Inc., 11.0%,
6/30/23 (144A) 497,534
2,540,000 RegionalCare Hospital Partners Holdings, Inc., 8.25%,
5/1/23 (144A) 2,701,925
2,396,000 Surgery Centre Holdings, Inc., 10.0%, 4/15/27 (144A) 2,431,940
2,250,000 West Street Merger Sub, Inc., 6.375%, 9/1/25 (144A) 2,188,125
-------------
Total Healthcare-Services $ 8,760,424
------------------------------------------------------------------------------------------------------------------------
Home Builders -- 3.0%
475,000 Beazer Homes USA, Inc., 6.75%, 3/15/25 $ 449,469
1,235,000 Beazer Homes USA, Inc., 8.75%, 3/15/22 1,291,810
800,000 Brookfield Residential Properties, Inc., 6.375%,
5/15/25 (144A) 768,000
1,500,000 KB Home, 7.0%, 12/15/21 1,605,000
790,000 KB Home, 7.5%, 9/15/22 863,075
1,035,000 KB Home, 7.625%, 5/15/23 1,126,856
2,000,000 Lennar Corp., 5.0%, 6/15/27 2,005,000
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 21
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Home Builders -- (continued)
565,000 Taylor Morrison Communities, Inc./Taylor Morrison
Holdings II, Inc., 5.625%, 3/1/24 (144A) $ 557,785
-------------
Total Home Builders $ 8,666,995
------------------------------------------------------------------------------------------------------------------------
Insurance -- 4.2%
5,300,000 Hanover Insurance Corp., 7.625%, 10/15/25 $ 6,092,978
3,075,000(c) Liberty Mutual Group, Inc., 10.75% (3 Month USD
LIBOR + 712 bps), 6/15/58 (144A) 4,489,500
1,100,000 MetLife, Inc., 10.75%, 8/1/39 1,661,000
-------------
Total Insurance $ 12,243,478
------------------------------------------------------------------------------------------------------------------------
Iron & Steel -- 0.9%
2,300,000 Commercial Metals Co., 5.375%, 7/15/27 $ 2,213,750
165,000 Commercial Metals Co., 5.75%, 4/15/26 164,587
-------------
Total Iron & Steel $ 2,378,337
------------------------------------------------------------------------------------------------------------------------
Leisure Time -- 1.8%
540,000 Silversea Cruise Finance, Ltd., 7.25%, 2/1/25 (144A) $ 584,010
1,673,000 Viking Cruises, Ltd., 5.875%, 9/15/27 (144A) 1,627,829
2,790,000 Viking Cruises, Ltd., 6.25%, 5/15/25 (144A) 2,831,850
-------------
Total Leisure Time $ 5,043,689
------------------------------------------------------------------------------------------------------------------------
Lodging -- 1.3%
680,000 Hilton Grand Vacations Borrower LLC/Hilton Grand
Vacations Borrower, Inc., 6.125%, 12/1/24 $ 705,500
1,700,000 MGM Resorts International, 6.0%, 3/15/23 1,793,500
1,500,000 Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.,
5.25%, 5/15/27 (144A) 1,417,500
-------------
Total Lodging $ 3,916,500
------------------------------------------------------------------------------------------------------------------------
Media -- 1.8%
1,085,000 Altice Financing SA, 6.625%, 2/15/23 (144A) $ 1,109,412
300,000 Altice Finco SA, 8.125%, 1/15/24 (144A) 303,750
535,000 CBS Radio, Inc., 7.25%, 11/1/24 (144A) 532,325
979,000 Clear Channel Worldwide Holdings, Inc., 9.25%,
2/15/24 (144A) 1,037,740
670,000 CSC Holdings LLC, 5.5%, 4/15/27 (144A) 684,171
1,057,000 Gray Television, Inc., 7.0%, 5/15/27 (144A) 1,123,063
265,000 Salem Media Group, Inc., 6.75%, 6/1/24 (144A) 239,825
-------------
Total Media $ 5,030,286
------------------------------------------------------------------------------------------------------------------------
Metal Fabricate & Hardware -- 0.5%
1,000,000 Novelis Corp., 5.875%, 9/30/26 (144A) $ 996,250
635,000 Zekelman Industries, Inc., 9.875%, 6/15/23 (144A) 674,688
-------------
Total Metal Fabricate & Hardware $ 1,670,938
------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
22 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Mining -- 3.9%
320,000 Alcoa Nederland Holding BV, 6.125%, 5/15/28 (144A) $ 329,600
670,000 Aleris International, Inc., 10.75%, 7/15/23 (144A) 703,500
329,047(f) Boart Longyear Management Pty, Ltd., 10.0% (0.0% PIK
or 10.0% cash), 12/31/22 286,271
1,500,000 Coeur Mining, Inc., 5.875%, 6/1/24 1,443,750
375,000 First Quantum Minerals, Ltd., 6.875%, 3/1/26 (144A) 347,812
1,750,000 First Quantum Minerals, Ltd., 7.25%, 4/1/23 (144A) 1,710,625
2,420,000 Freeport-McMoRan, Inc., 3.55%, 3/1/22 2,392,775
600,000 Hudbay Minerals, Inc., 7.25%, 1/15/23 (144A) 621,000
1,236,000 Hudbay Minerals, Inc., 7.625%, 1/15/25 (144A) 1,268,445
2,000,000 Joseph T Ryerson & Son, Inc., 11.0%, 5/15/22 (144A) 2,110,000
145,000 Teck Resources, Ltd., 8.5%, 6/1/24 (144A) 155,468
-------------
Total Mining $ 11,369,246
------------------------------------------------------------------------------------------------------------------------
Miscellaneous Manufacturers -- 0.1%
320,000 Koppers, Inc., 6.0%, 2/15/25 (144A) $ 312,800
-------------
Total Miscellaneous Manufacturers $ 312,800
------------------------------------------------------------------------------------------------------------------------
Multi-National -- 0.4%
IDR 5,800,000,000 European Investment Bank, 7.2%, 7/9/19 (144A) $ 405,511
IDR 10,330,000,000 Inter-American Development Bank, 7.875%, 3/14/23 737,391
-------------
Total Multi-National $ 1,142,902
------------------------------------------------------------------------------------------------------------------------
Oil & Gas -- 12.3%
199,000 Ascent Resources Utica Holdings LLC/ARU Finance Corp.,
10.0%, 4/1/22 (144A) $ 217,965
1,870,000 Calumet Specialty Products Partners LP/Calumet Finance
Corp., 6.5%, 4/15/21 1,832,600
750,000 Calumet Specialty Products Partners LP/Calumet Finance
Corp., 7.75%, 4/15/23 663,750
870,000 Centennial Resource Production LLC, 6.875%,
4/1/27 (144A) 878,526
91,579(d) EP PetroEcuador via Noble Sovereign Funding I, Ltd.,
8.227% (3 Month USD LIBOR + 563 bps), 9/24/19 91,922
940,000 Extraction Oil & Gas, Inc., 7.375%, 5/15/24 (144A) 784,900
1,220,000 Great Western Petroleum LLC/Great Western Finance
Corp., 9.0%, 9/30/21 (144A) 921,100
1,570,000 Gulfport Energy Corp., 6.0%, 10/15/24 1,424,995
1,000,000 Gulfport Energy Corp., 6.375%, 5/15/25 905,000
1,790,000 Halcon Resources Corp., 6.75%, 2/15/25 1,074,000
3,779,000 Indigo Natural Resources LLC, 6.875%, 2/15/26 (144A) 3,344,415
300,000 MEG Energy Corp., 6.5%, 1/15/25 (144A) 295,554
294,000 MEG Energy Corp., 7.0%, 3/31/24 (144A) 274,155
1,255,000 Neptune Energy Bondco Plc, 6.625%, 5/15/25 (144A) 1,229,900
1,503,750(f) Northern Oil & Gas, Inc., 9.5% (1.0% PIK or 8.5%
cash), 5/15/23 1,556,381
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 23
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Oil & Gas -- (continued)
2,175,000 Nostrum Oil & Gas Finance BV, 8.0%, 7/25/22 (144A) $ 1,369,763
1,122,000 Oasis Petroleum, Inc., 6.875%, 3/15/22 1,133,220
1,350,000 PBF Holding Co. LLC/PBF Finance Corp.,
7.0%, 11/15/23 1,388,475
650,000 Petrobras Global Finance BV, 7.375%, 1/17/27 715,228
589,644(f) PetroQuest Energy, Inc., (10.0% PIK or 0.0% cash),
2/15/24 501,197
4,750,000 Resolute Energy Corp., 8.5%, 5/1/20 4,750,000
280,000 Rowan Cos., Inc., 4.875%, 6/1/22 260,750
1,695,000 Shelf Drilling Holdings, Ltd., 8.25%, 2/15/25 (144A) 1,610,250
1,200,000 SM Energy Co., 5.0%, 1/15/24 1,110,000
1,785,000 Transocean, Inc., 7.25%, 11/1/25 (144A) 1,767,150
320,000 Transocean, Inc., 7.5%, 1/15/26 (144A) 316,000
2,015,000 Whiting Petroleum Corp., 5.75%, 3/15/21 2,038,172
1,125,000 Whiting Petroleum Corp., 6.625%, 1/15/26 1,102,500
995,000 WPX Energy, Inc., 8.25%, 8/1/23 1,119,375
1,000,000 YPF SA, 6.95%, 7/21/27 (144A) 888,000
ARS 15,750,000 YPF SA, 16.5%, 5/9/22 (144A) 245,751
-------------
Total Oil & Gas $ 35,810,994
------------------------------------------------------------------------------------------------------------------------
Oil & Gas Services -- 4.5%
1,308,000 Archrock Partners LP/Archrock Partners Finance Corp.,
6.0%, 4/1/21 $ 1,307,019
690,000 Archrock Partners LP/Archrock Partners Finance Corp.,
6.0%, 10/1/22 695,175
2,583,000 Archrock Partners LP/Archrock Partners Finance Corp.,
6.875%, 4/1/27 (144A) 2,633,885
2,446,000 Calfrac Holdings LP, 8.5%, 6/15/26 (144A) 1,895,650
1,940,000 Exterran Energy Solutions LP/EES Finance Corp.,
8.125%, 5/1/25 1,978,800
2,568,000 FTS International, Inc., 6.25%, 5/1/22 2,484,540
1,550,000 KCA Deutag UK Finance Plc, 9.625%, 4/1/23 (144A) 1,296,187
350,000 SESI LLC, 7.75%, 9/15/24 289,625
703,000 USA Compression Partners LP/USA Compression Finance
Corp., 6.875%, 9/1/27 (144A) 714,424
-------------
Total Oil & Gas Services $ 13,295,305
------------------------------------------------------------------------------------------------------------------------
Packaging & Containers -- 2.0%
EUR 400,000(f) ARD Finance SA, 6.625% (7.375% PIK or 0.0% cash),
9/15/23 $ 454,117
400,000(f) ARD Finance SA, 7.125% (7.875% PIK or 0.0% cash),
9/15/23 398,500
1,087,000 Ardagh Packaging Finance Plc/Ardagh Holdings USA,
Inc., 6.0%, 2/15/25 (144A) 1,087,000
1,010,000 Ardagh Packaging Finance Plc/Ardagh Holdings USA,
Inc., 7.25%, 5/15/24 (144A) 1,063,985
The accompanying notes are an integral part of these financial statements.
24 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Packaging & Containers -- (continued)
1,770,000 Intertape Polymer Group, Inc., 7.0%, 10/15/26 (144A) $ 1,814,250
1,035,000 Reynolds Group Issuer, Inc./Reynolds Group Issuer
LLC/Reynolds Group Issuer Lu, 7.0%, 7/15/24 (144A) 1,066,179
-------------
Total Packaging & Containers $ 5,884,031
------------------------------------------------------------------------------------------------------------------------
Pharmaceuticals -- 5.2%
1,005,000 Bausch Health Americas, Inc., 8.5%, 1/31/27 (144A) $ 1,065,300
EUR 575,000 Bausch Health Cos., Inc., 4.5%, 5/15/23 649,834
EUR 1,265,000 Bausch Health Cos., Inc., 4.5%, 5/15/23 (144A) 1,429,636
3,130,000 Bausch Health Cos., Inc., 5.875%, 5/15/23 (144A) 3,169,125
920,000 Bausch Health Cos., Inc., 7.0%, 3/15/24 (144A) 973,360
2,250,000 BioScrip, Inc., 8.875%, 2/15/21 2,272,500
1,387,000 Endo Dac/Endo Finance LLC/Endo Finco, Inc., 6.0%,
7/15/23 (144A) 1,067,990
2,540,000 Endo Dac/Endo Finance LLC/Endo Finco, Inc., 6.0%,
2/1/25 (144A) 1,837,131
1,155,000 Horizon Pharma USA, Inc., 6.625%, 5/1/23 1,192,290
1,245,000 Horizon Pharma USA, Inc., 8.75%, 11/1/24 (144A) 1,352,381
-------------
Total Pharmaceuticals $ 15,009,547
------------------------------------------------------------------------------------------------------------------------
Pipelines -- 7.7%
2,075,000 American Midstream Partners LP/American Midstream
Finance Corp., 9.5%, 12/15/21 (144A) $ 1,909,000
1,145,000 Blue Racer Midstream LLC/Blue Racer Finance Corp.,
6.125%, 11/15/22 (144A) 1,162,175
645,000 Blue Racer Midstream LLC/Blue Racer Finance Corp.,
6.625%, 7/15/26 (144A) 657,900
250,000 Cheniere Corpus Christi Holdings LLC, 7.0%, 6/30/24 282,200
875,000 Crestwood Midstream Partners LP/Crestwood Midstream
Finance Corp., 6.25%, 4/1/23 896,875
910,000 DCP Midstream Operating LP, 5.6%, 4/1/44 864,500
1,210,000 Delek Logistics Partners LP/Delek Logistics Finance
Corp., 6.75%, 5/15/25 1,197,900
1,524,000(d) Energy Transfer Operating LP, 5.754% (3 Month USD
LIBOR + 302 bps), 11/1/66 1,234,440
248,000 EnLink Midstream Partners LP, 5.05%, 4/1/45 213,900
717,000 EnLink Midstream Partners LP, 5.6%, 4/1/44 641,715
766,000 Genesis Energy LP/Genesis Energy Finance Corp.,
6.5%, 10/1/25 744,935
2,500,000 Genesis Energy LP/Genesis Energy Finance Corp.,
6.75%, 8/1/22 2,559,375
1,240,000 Hess Infrastructure Partners LP/Hess Infrastructure
Partners Finance Corp., 5.625%, 2/15/26 (144A) 1,261,700
1,850,000 ONEOK, Inc., 6.875%, 9/30/28 2,211,389
1,885,000 PBF Logistics LP/PBF Logistics Finance Corp.,
6.875%, 5/15/23 1,917,988
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 25
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Pipelines -- (continued)
1,000,000 Targa Resources Partners LP/Targa Resources Partners
Finance Corp., 5.0%, 1/15/28 $ 986,250
3,040,000 Williams Cos., Inc., 5.75%, 6/24/44 3,343,760
-------------
Total Pipelines $ 22,086,002
------------------------------------------------------------------------------------------------------------------------
Real Estate -- 0.1%
209,000 Realogy Group LLC/Realogy Co-Issuer Corp., 9.375%,
4/1/27 (144A) $ 213,964
-------------
Total Real Estate $ 213,964
------------------------------------------------------------------------------------------------------------------------
REITS -- 1.0%
3,001,000 Uniti Group LP/Uniti Group Finance, Inc./CSL Capital
LLC, 6.0%, 4/15/23 (144A) $ 2,844,348
-------------
Total REITS $ 2,844,348
------------------------------------------------------------------------------------------------------------------------
Retail -- 2.5%
1,385,000 Asbury Automotive Group, Inc., 6.0%, 12/15/24 $ 1,424,403
1,045,000 Golden Nugget, Inc., 6.75%, 10/15/24 (144A) 1,050,225
1,890,000 Golden Nugget, Inc., 8.75%, 10/1/25 (144A) 1,984,500
1,000,000 JC Penney Corp., Inc., 5.875%, 7/1/23 (144A) 842,500
900,000 Neiman Marcus Group, Ltd. LLC, 8.0%, 10/15/21 (144A) 477,000
1,486,000 PetSmart, Inc., 5.875%, 6/1/25 (144A) 1,244,525
-------------
Total Retail $ 7,023,153
------------------------------------------------------------------------------------------------------------------------
Semiconductors -- 0.1%
425,000 Micron Technology, Inc., 5.5%, 2/1/25 $ 438,222
-------------
Total Semiconductors $ 438,222
------------------------------------------------------------------------------------------------------------------------
Software -- 1.1%
285,000 j2 Cloud Services LLC/j2 Global Co-Obligor, Inc.,
6.0%, 7/15/25 (144A) $ 296,044
2,103,000 Rackspace Hosting, Inc., 8.625%, 11/15/24 (144A) 1,873,521
1,155,000 SS&C Technologies, Inc., 5.5%, 9/30/27 (144A) 1,166,550
-------------
Total Software $ 3,336,115
------------------------------------------------------------------------------------------------------------------------
Telecommunications -- 8.5%
1,800,000 Altice France SA, 6.25%, 5/15/24 (144A) $ 1,813,500
3,500,000 CenturyLink, Inc., 5.625%, 4/1/25 3,386,250
600,000 Cincinnati Bell, Inc., 7.0%, 7/15/24 (144A) 552,348
1,075,000 Cincinnati Bell, Inc., 8.0%, 10/15/25 (144A) 980,937
645,000 CommScope Technologies LLC, 6.0%, 6/15/25 (144A) 627,069
527,000 Digicel Group One, Ltd., 8.25%, 12/30/22 (144A) 320,153
498,000 Digicel Group Two, Ltd., 8.25%, 9/30/22 (144A) 166,830
2,890,000 Frontier Communications Corp., 7.125%, 1/15/23 1,748,450
4,480,000 Frontier Communications Corp., 11.0%, 9/15/25 2,948,400
2,000,000 Hughes Satellite Systems Corp., 6.625%, 8/1/26 1,960,000
The accompanying notes are an integral part of these financial statements.
26 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Telecommunications -- (continued)
3,080,000 Sprint Corp., 7.125%, 6/15/24 $ 3,126,200
2,150,000 Sprint Corp., 7.25%, 9/15/21 2,257,500
41,000 Sprint Corp., 7.625%, 3/1/26 41,554
400,000 Unison Ground Lease Funding LLC, 5.78%,
3/15/20 (144A) 397,303
2,433,000 Wind Tre S.p.A., 5.0%, 1/20/26 (144A) 2,214,638
1,410,000(h) Windstream Services LLC/Windstream Finance Corp.,
8.625%, 10/31/25 (144A) 1,337,738
2,188,000(h) Windstream Services LLC/Windstream Finance Corp.,
8.75%, 12/15/24 (144A) 547,000
-------------
Total Telecommunications $ 24,425,870
------------------------------------------------------------------------------------------------------------------------
Transportation -- 0.7%
1,025,000 Navios South American Logistics, Inc./Navios Logistics
Finance US, Inc., 7.25%, 5/1/22 (144A) $ 945,563
2,000,000 syncreon Group BV/syncreon Global Finance US, Inc.,
8.625%, 11/1/21 (144A) 1,060,000
-------------
Total Transportation $ 2,005,563
------------------------------------------------------------------------------------------------------------------------
Trucking & Leasing -- 0.1%
280,000 Fly Leasing, Ltd., 6.375%, 10/15/21 $ 283,508
-------------
Total Trucking & Leasing $ 283,508
------------------------------------------------------------------------------------------------------------------------
TOTAL CORPORATE BONDS
(Cost $337,305,145) $ 338,450,561
------------------------------------------------------------------------------------------------------------------------
FOREIGN GOVERNMENT BONDS --
1.6% of Net Assets
Argentina -- 0.5%
2,055,000 Provincia del Chubut Argentina, 7.75%, 7/26/26 (144A) $ 1,613,175
-------------
Total Argentina $ 1,613,175
------------------------------------------------------------------------------------------------------------------------
Mexico -- 0.7%
MXN 38,420,700 Mexican Bonos, 8.0%, 12/7/23 $ 1,992,015
-------------
Total Mexico $ 1,992,015
------------------------------------------------------------------------------------------------------------------------
Russia -- 0.4%
962,800(g) Russian Government International Bond, 7.5%, 3/31/30 $ 1,072,319
-------------
Total Russia $ 1,072,319
------------------------------------------------------------------------------------------------------------------------
TOTAL FOREIGN GOVERNMENT BONDS
(Cost $4,812,807) $ 4,677,509
------------------------------------------------------------------------------------------------------------------------
INSURANCE-LINKED SECURITIES --
3.7% of Net Assets(i)
Catastrophe Linked Bonds -- 0.6%
Earthquakes -- California -- 0.1%
500,000(d) Ursa Re, 6.0% (3 Month U.S. Treasury Bill + 600 bps),
5/27/20 (144A) $ 497,100
------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 27
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Flood -- U.S. -- 0.1%
250,000(d) FloodSmart Re, 13.646% (3 Month U.S. Treasury Bill +
1,125 bps), 8/6/21 (144A) $ 248,500
------------------------------------------------------------------------------------------------------------------------
Multiperil -- U.S. -- 0.2%
250,000(d) Kilimanjaro Re, 9.146% (3 Month U.S. Treasury Bill +
675 bps), 12/6/19 (144A) $ 250,750
250,000(d) Kilimanjaro Re, 11.646% (3 Month U.S. Treasury Bill +
925 bps), 12/6/19 (144A) 250,750
-------------
$ 501,500
------------------------------------------------------------------------------------------------------------------------
Multiperil -- Worldwide -- 0.2%
500,000+(j) Sector Re V, Series 8, Class C, 12/1/23 (144A) $ 522,038
-------------
Total Catastrophe Linked Bonds $ 1,769,138
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Face
Amount
USD ($)
------------------------------------------------------------------------------------------------------------------------
Collateralized Reinsurance -- 0.8%
Multiperil -- Worldwide -- 0.8%
575,641+ Clarendon Re 2018, 1/15/20 $ 512,505
500,000+(a) Cypress Re 2017, 1/10/20 43,300
500,000+(a) Dingle Re 2019, 2/1/20 459,250
324,897+ Gloucester Re 2018, 1/15/20 252,100
307,363+ Kilarney Re 2018, 4/15/19 277,242
12,000+ Limestone Re 2016-1, 8/31/21 44,274
12,000+ Limestone Re 2016-1, 8/31/21 44,274
277,770+ Oyster Bay Re 2018, 1/15/20 252,104
400,000+(a) Resilience Re, 5/1/19 4,000
300,000+(a) Wentworth Re 2019-1, 12/31/22 268,196
-------------
$ 2,157,245
------------------------------------------------------------------------------------------------------------------------
Windstorm -- U.S. Regional -- 0.0%+
250,000+(a) Promissum Re 2018, 6/15/19 $ 18,300
-------------
Total Collateralized Reinsurance $ 2,175,545
------------------------------------------------------------------------------------------------------------------------
Industry Loss Warranties -- 0.2%
Multiperil -- U.S. -- 0.2%
532,200+ Cypress Re 2018, 4/15/19 $ 497,554
-------------
Total Industry Loss Warranties $ 497,554
------------------------------------------------------------------------------------------------------------------------
Reinsurance Sidecars -- 2.1%
All Natural Peril -- Worldwide -- 0.1%
441,274+(a) Versutus Re 2019-A, 12/31/21 $ 447,187
------------------------------------------------------------------------------------------------------------------------
Multiperil -- U.S. -- 0.4%
700,000+ Carnoustie Re 2015, 7/1/19 $ 2,240
700,000+ Carnoustie Re 2016, 11/30/20 18,900
The accompanying notes are an integral part of these financial statements.
28 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Face
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Multiperil -- U.S. -- (continued)
1,000,000+(a) Carnoustie Re 2017, 11/30/21 $ 254,200
500,000+(a) Harambee Re 2018, 12/31/21 440,600
252,326+(a) Harambee Re 2019, 12/31/22 254,572
250,001+(a) Sector Re V, Series 7, Class G, 3/1/22 (144A) 156,012
-------------
$ 1,126,524
------------------------------------------------------------------------------------------------------------------------
Multiperil -- Worldwide -- 1.6%
250,000+(a) Alturas Re 2019-2, 3/10/22 $ 251,850
500,000+(a) Arlington Re 2015, 2/1/20 24,300
1,167,977+ Berwick Re 2018-1, 12/31/21 192,833
899,203+(a) Berwick Re 2019-1, 12/31/22 916,225
500,000+(a) Limestone Re 2018, 3/1/22 523,150
400,000+(a) Lorenz Re 2017, 3/31/20 23,840
500,000+(a) Lorenz Re 2018, 7/1/21 347,650
500,000+(a) Merion Re 2018-2, 12/31/21 495,550
1,000,000+ Pangaea Re 2015-1, 2/1/20 1,800
1,000,000+ Pangaea Re 2015-2, 11/30/19 900
1,200,000+ Pangaea Re 2016-1, 11/30/20 1,560
1,000,000+ Pangaea Re 2016-2, 11/30/20 3,900
500,000+ Pangaea Re 2017-1, 11/30/21 --
500,000+(a) Pangaea Re 2018-1, 12/31/21 29,400
1,000,000+(a) Pangaea Re 2018-3, 7/1/22 853,300
409,624+(a) Pangaea Re 2019-1, 2/1/23 414,457
500,000+(a) Silverton Re 2017, 9/16/19 (144A) 10,400
500,000+(a) St. Andrews Re 2017-1, 2/1/20 33,900
1,000,000+ Versutus Re 2017, 11/30/21 4,800
500,000+(a) Versutus Re 2018, 12/31/21 34,950
58,727+(a) Versutus Re 2019-B, 12/31/21 59,514
253,645+ Woburn Re 2018, 12/31/21 107,799
244,914+(a) Woburn Re 2019, 12/31/22 251,094
-------------
$ 4,583,172
-------------
Total Reinsurance Sidecars $ 6,156,883
------------------------------------------------------------------------------------------------------------------------
TOTAL INSURANCE-LINKED SECURITIES
(Cost $11,240,516) $ 10,599,120
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($)
------------------------------------------------------------------------------------------------------------------------
SENIOR SECURED FLOATING RATE LOAN
INTERESTS -- 6.5% of Net Assets*(d)
Automobile -- 0.3%
970,463 CWGS Group LLC (aka Camping World, Inc.), Term Loan,
5.24% (LIBOR + 275 bps), 11/8/23 $ 872,204
-------------
Total Automobile $ 872,204
------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 29
Schedule of Investments | 3/31/19 (continued)
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Diversified & Conglomerate Manufacturing -- 0.3%
334,510 Ranpak Corp., Second Lien Initial Term Loan, 9.732%
(LIBOR + 725 bps), 10/3/22 $ 333,256
500,000 STG-Fairway Acquisitions, Inc. (aka First Advantage),
First Lien Term Loan, 7.749% (LIBOR + 525 bps),
6/30/22 497,500
-------------
Total Diversified & Conglomerate Manufacturing $ 830,756
------------------------------------------------------------------------------------------------------------------------
Diversified & Conglomerate Service -- 0.5%
500,000 Albany Molecular Research, Inc., Second Lien Initial
Term Loan, 9.499% (LIBOR + 700 bps), 8/30/25 $ 495,000
975,117 Trico Group LLC, First Lien Tranche Term B-2 Loan,
9.601% (LIBOR + 700 bps), 2/2/24 931,237
-------------
Total Diversified & Conglomerate Service $ 1,426,237
------------------------------------------------------------------------------------------------------------------------
Electronics -- 0.1%
195,477 nThrive, Inc. (fka Precyse Acquisition Corp.),
Additional Term B-2 Loan, 6.999% (LIBOR +
450 bps), 10/20/22 $ 188,147
-------------
Total Electronics $ 188,147
------------------------------------------------------------------------------------------------------------------------
Healthcare & Pharmaceuticals -- 0.7%
1,270,000 Gentiva Health Services, Inc., Second Lien Initial
Term Loan, 9.5% (LIBOR + 700 bps), 7/2/26 $ 1,301,750
977,215 HC Group Holdings III, Inc., First Lien Refinancing
Term Loan, 6.249% (LIBOR + 375 bps), 4/7/22 974,772
-------------
Total Healthcare & Pharmaceuticals $ 2,276,522
------------------------------------------------------------------------------------------------------------------------
Healthcare, Education & Childcare -- 1.0%
2,882,825 Regionalcare Hospital Partners Holdings, Inc., First Lien
Term B Loan, 6.982% (LIBOR + 450 bps), 11/16/25 $ 2,859,402
-------------
Total Healthcare, Education & Childcare $ 2,859,402
------------------------------------------------------------------------------------------------------------------------
Insurance -- 0.3%
1,243,405^ Medical Card System, Inc., Term Loan, 5.5% (LIBOR +
450 bps), 9/2/19 $ 808,213
-------------
Total Insurance $ 808,213
------------------------------------------------------------------------------------------------------------------------
Machinery -- 0.1%
372,440 Blount International, Inc., New Refinancing Term Loan,
6.249% (LIBOR + 375 bps), 4/12/23 $ 372,556
-------------
Total Machinery $ 372,556
------------------------------------------------------------------------------------------------------------------------
Metals & Mining -- 0.6%
1,588,000 Aleris International, Inc., Initial Term Loan, 7.249%
(LIBOR + 475 bps), 2/27/23 $ 1,591,176
-------------
Total Metals & Mining $ 1,591,176
------------------------------------------------------------------------------------------------------------------------
Oil & Gas -- 0.9%
1,619,000 Encino Acquisition Partners Holdings LLC, Second Lien
Initial Term Loan, 9.249% (LIBOR + 675 bps), 10/29/25 $ 1,570,430
The accompanying notes are an integral part of these financial statements.
30 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------
Principal
Amount
USD ($) Value
------------------------------------------------------------------------------------------------------------------------
Oil & Gas -- (continued)
194,182 Gavilan Resources LLC, Second Lien Initial Term Loan,
8.486% (LIBOR + 600 bps), 3/1/24 $ 154,375
975,975 Summit Midstream Partners Holdings LLC, Term Loan
Credit Facility, 8.499% (LIBOR + 600 bps), 5/13/22 969,875
-------------
Total Oil & Gas $ 2,694,680
------------------------------------------------------------------------------------------------------------------------
Personal, Food & Miscellaneous Services -- 0.3%
1,102,942 Revlon Consumer Products Corp., Initial Term B Loan,
6.129% (LIBOR + 350 bps), 9/7/23 $ 803,494
-------------
Total Personal, Food & Miscellaneous Services $ 803,494
------------------------------------------------------------------------------------------------------------------------
Retail -- 0.6%
1,974,026 Neiman Marcus Group, Ltd. LLC, Other Term Loan, 5.733%
(LIBOR + 325 bps), 10/25/20 $ 1,838,722
-------------
Total Retail $ 1,838,722
------------------------------------------------------------------------------------------------------------------------
Telecommunications -- 0.7%
2,000,000(k) Commscope, Inc.,Term Loan B, 2/6/26 $ 2,004,240
-------------
Total Telecommunications $ 2,004,240
------------------------------------------------------------------------------------------------------------------------
Transportation -- 0.1%
287,106 DynCorp International, Inc., Term B2 Loan, 8.482%
(LIBOR + 600 bps), 7/7/20 $ 285,670
-------------
Total Transportation $ 285,670
------------------------------------------------------------------------------------------------------------------------
TOTAL SENIOR SECURED FLOATING RATE LOAN INTERESTS
(Cost $19,573,820) $ 18,852,019
------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AND AGENCY OBLIGATION --
3.6% of Net Assets
10,500,000(j) U.S. Treasury Bills, 4/9/19 $ 10,494,452
------------------------------------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT AND AGENCY OBLIGATION
(Cost $10,494,439) $ 10,494,452
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------------------------------------
RIGHTS/WARRANTS -- 0.0%+ of Net Assets
Health Care Providers & Services -- 0.0%+
1,819,798(a)(l) ANR, Inc., 3/31/23 $ 25,477
-------------
Total Health Care Providers & Services $ 25,477
------------------------------------------------------------------------------------------------------------------------
Household Products -- 0.0%
159^(a)(m) LTR Intermediate Holdings, Inc., 6/29/19 $ --
-------------
Total Household Products $ --
------------------------------------------------------------------------------------------------------------------------
Oil, Gas & Consumable Fuels -- 0.0%+
354(a)(n) Contura Energy, Inc., 7/26/23 $ 7,852
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 31
Schedule of Investments | 3/31/19 (continued)
-------------------------------------------------------------------------------------------------------------------------
Shares Value
-------------------------------------------------------------------------------------------------------------------------
Oil, Gas & Consumable Fuels -- (continued)
6,606+(a)(o) Midstates Petroleum Co., Inc., 4/21/20 $ --
--------------
Total Oil, Gas & Consumable Fuels $ 7,852
-------------------------------------------------------------------------------------------------------------------------
TOTAL RIGHTS/WARRANTS
(Cost $308,612) $ 33,329
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Number of Strike Expiration
Contracts Description Counterparty Notional Price Date Value
-------------------------------------------------------------------------------------------------------------------------
OVER THE COUNTER (OTC) CURRENCY PUT
OPTIONS PURCHASED -- 0.1%
7,394,000 Put EUR Bank of EUR 103,067 EUR 1.15 5/27/19 $ 176,732
Call USD America NA
4,275,000 Put EUR Bank of EUR 64,069 EUR 1.15 9/23/19 109,464
Call USD America NA
--------------
$ 286,196
-------------------------------------------------------------------------------------------------------------------------
TOTAL OVER THE COUNTER (OTC) CURRENCY PUT
OPTIONS PURCHASED
(Premiums paid $167,136) $ 286,196
-------------------------------------------------------------------------------------------------------------------------
TOTAL OPTIONS PURCHASED
(Premiums paid $167,136) $ 286,196
-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED
ISSUERS -- 141.8%
(Cost $408,312,321) (p) $ 410,689,790
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Number of Strike Expiration
Contracts Description Counterparty Notional Price Date
-------------------------------------------------------------------------------------------------------------------------
OVER THE COUNTER (OTC) CURRENCY CURRENCY
CALL OPTIONS WRITTEN -- (0.0)%+
(7,394,000) Call EUR Bank of EUR 103,067 EUR 1.27 5/29/19 $ --
Put USD America NA
(4,275,000) Call EUR Bank of EUR 64,069 EUR 1.27 9/23/19 (1,151)
Put USD America NA
--------------
$ (1,151)
-------------------------------------------------------------------------------------------------------------------------
TOTAL OVER THE COUNTER (OTC) TOTAL CURRENCY
CALL OPTIONS WRITTEN
(Premiums received $(167,136)) $ (1,151)
-------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- (41.8)% $(121,132,251)
-------------------------------------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 289,556,388
=========================================================================================================================
(A.D.R.) American Depositary Receipts.
bps Basis Points.
CMT Constant Maturity Treasury.
LIBOR London Interbank Offered Rate.
The accompanying notes are an integral part of these financial statements.
32 Pioneer High Income Trust | Annual Report | 3/31/19
REIT Real Estate Investment Trust.
(144A) Security is exempt from registration under Rule 144A of the
Securities Act of 1933. Such securities may be resold normally to
qualified institutional buyers in a transaction exempt from
registration. At March 31, 2019, the value of these securities
amounted to $206,721,767, or 71.4% of net assets.
+ Amount rounds to less than 0.1%.
* Senior secured floating rate loan interests in which the Trust
invests generally pay interest at rates that are periodically
redetermined by reference to a base lending rate plus a premium.
These base lending rates are generally (i) the lending rate offered
by one or more major European banks, such as LIBOR, (ii) the prime
rate offered by one or more major United States banks, (iii) the rate
of a certificate of deposit or (iv) other base lending rates used by
commercial lenders. The interest rate shown is the rate accruing at
March 31, 2019.
+ Security that used significant unobservable inputs to determine its
value.
^ Security is valued using fair value methods (other than supplied by
independent pricing services).
(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 is shown at March 31, 2019.
(d) Floating rate note. Coupon rate, reference index and spread shown at
March 31, 2019.
(e) Security is priced as a unit.
(f) Payment in Kind (PIK) security which may pay interest in the form of
additional principal amount.
(g) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specific date. The rate shown is the rate at March
31, 2019.
(h) Security is in default.
(i) Securities are restricted as to resale.
(j) Security issued with a zero coupon. Income is recognized through
accretion of discount.
(k) This term loan will settle after March 31, 2019, at which time the
interest rate will be determined.
(l) ANR warrants are exercisable into 1,819,798 shares.
(m) LTR Intermediate Holdings warrants are exercisable into 159 shares.
(n) Contura Energy warrants are exercisable into 354 shares.
(o) Midstates Petroleum warrants are exercisable into 6,606 shares.
(p) Distributions of investments by country of issue, as a percentage of
long-term holdings based on country of domicile, is as follows:
United States 79.8%
Canada 3.1
Bermuda 2.6
Luxembourg 2.5
Netherlands 2.3
United Kingdom 2.0
Ireland 1.3
Mexico 1.3
Italy 1.0
Other (individually less than 1%) 4.1
------
100.0%
======
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 33
Schedule of Investments | 3/31/19 (continued)
FORWARD FOREIGN CURRENCY CONTRACTS
-------------------------------------------------------------------------------------------------------
In
Currency Exchange Currency Settlement Unrealized
Purchased for Sold Deliver Counterparty Date (Depreciation)
-------------------------------------------------------------------------------------------------------
EUR 732,197 USD (826,134) Bank of 4/25/19 $ (3,453)
America NA
EUR 183,778 USD (207,405) Bank of 5/24/19 (389)
America NA
IDR 8,956,970,000 USD (630,830) Citibank NA 5/28/19 (6,424)
EUR 736,755 USD (831,124) Goldman Sachs 5/24/19 (1,213)
International
EUR 96,302 USD (109,484) State Street 5/24/19 (1,006)
Bank & Trust Co.
-------------------------------------------------------------------------------------------------------
TOTAL FORWARD FOREIGN CURRENCY CONTRACTS $(12,485)
=======================================================================================================
SWAP CONTRACTS
CENTRALLY CLEARED INTEREST RATE SWAP CONTRACT
---------------------------------------------------------------------------------------------------------------------------
Annual
Notional Pay/ Fixed Pay/ Floating Expiration Premiums Unrealized Market
Amount ($) Receive(1) Rate Receive(2) Rate Date Paid Appreciation Value
---------------------------------------------------------------------------------------------------------------------------
22,500,000 Pay 1.59% Receive 3 Month 11/9/20 $101 $251,098 $251,199
LIBOR USD
---------------------------------------------------------------------------------------------------------------------------
TOTAL CENTRALLY CLEARED INTEREST RATE SWAP CONTRACT $101 $251,098 $251,199
===========================================================================================================================
OVER THE COUNTER (OTC) CREDIT DEFAULT SWAP CONTRACTS -- SELL PROTECTION
-------------------------------------------------------------------------------------------------------------------------
Obligation Annual Unrealized
Notional Reference/ Pay/ Fixed Expiration Premiums Appreciation Market
Amount ($)(3) Counterparty Index Receive(2) Rate Date (Received) (Depreciation) Value
-------------------------------------------------------------------------------------------------------------------------
515,000 Goldman Sachs Chesapeake Receive 5.00% 6/20/22 $ (57,938) $ 81,069 $ 23,131
International Energy Corp.
310,000 Goldman Sachs Chesapeake Receive 5.00% 6/20/22 (37,975) 51,899 13,924
International Energy Corp.
485,000 Goldman Sachs Chesapeake Receive 5.00% 6/20/22 (59,412) 81,196 21,784
International Energy Corp.
1,020,000 Citibank NA JC Penney Receive 5.00% 12/20/20 (132,600) (142,508) (275,108)
Corp., Inc.
------------------------------------------------------------------------------------------------------------------------
TOTAL OVER THE COUNTER (OTC) CREDIT DEFAULT
SWAP CONTRACTS -- SELL PROTECTION $(287,925) $ 71,656 $(216,269)
=========================================================================================================================
TOTAL SWAP CONTRACTS $(287,824) $ 322,754 $ 34,930
=========================================================================================================================
(1) Pays Quarterly.
(2) Receives Quarterly.
(3) The notional amount is the maximum amount that a seller of credit
protection would be obligated to pay upon occurrence of a credit event.
The accompanying notes are an integral part of these financial statements.
34 Pioneer High Income Trust | Annual Report | 3/31/19
Principal amounts are denominated in U.S. dollars ("USD") unless otherwise
noted.
ARS - Argentine Peso
EUR - Euro
IDR - Indonesian Rupiah
MXN - Mexican Peso
Purchases and sales of securities (excluding temporary cash investments) for
the year ended March 31, 2019 were as follows:
--------------------------------------------------------------------------
Purchases Sales
--------------------------------------------------------------------------
Long-Term U.S. Government $ 710,000 $ 1,500,000
Other Long-Term Securities $142,062,961 $126,837,358
The Trust is permitted to engage in purchase and sale transactions ("cross
trades") with certain funds and accounts for which Amundi Pioneer Asset
Management, Inc., (the "Adviser"), serves as the investment adviser, as set
forth in Rule 17a-7 under the Investment Company Act of 1940, pursuant to
procedures adopted by the Board of Trustees. Under these procedures, cross
trades are effected at current market prices. During the year ended March 31,
2019, the Trust engaged in purchases of $2,565,019 and sales of $0 pursuant to
these procedures, which resulted in a net realized gain/(loss) of $0.
At March 31, 2019, the net unrealized appreciation on investments based on cost
for federal tax purposes of $408,517,053 was as follows:
Aggregate gross unrealized appreciation for all investments in which there
is an excess of value over tax cost $ 24,924,222
Aggregate gross unrealized depreciation for all investments in which there
is an excess of tax cost over value (22,730,191)
------------
Net unrealized appreciation $ 2,194,031
============
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices
for similar securities, interest rates, prepayment speeds,
credit risks, etc.). See Notes to Financial Statements --
Note 1A.
Level 3 - significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments). See
Notes to Financial Statements -- Note 1A.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 35
Schedule of Investments | 3/31/19 (continued)
The following is a summary of the inputs used as of March 31, 2019, in valuing
the Trust's investments:
-------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------------------------------------------------
Common Stocks
Health Care Technology $ -- $ -- $ 2,446 $ 2,446
Oil, Gas &
Consumable Fuels -- -- 209,703 209,703
Specialty Retail -- -- 141,941 141,941
All Other Common Stocks 310,643 -- -- 310,643
Convertible Preferred Stocks 6,435,534 -- -- 6,435,534
Preferred Stocks
Chemicals -- -- 106,220 106,220
Diversified Financial
Services -- 3,075,000 -- 3,075,000
All Other Preferred Stock 3,456,810 -- -- 3,456,810
Asset Backed Securities -- 703,377 -- 703,377
Commercial Mortgage-Backed
Securities -- 1,490,438 -- 1,490,438
Convertible Corporate Bonds -- 11,364,492 -- 11,364,492
Corporate Bonds
Diversified Financial
Services -- 12,776,523 3,948,626 16,725,149
All Other Corporate Bonds -- 321,725,412 -- 321,725,412
Foreign Government Bonds -- 4,677,509 -- 4,677,509
Insurance-Linked Securities
Catastrophe Linked Bonds
Multiperil -- Worldwide -- -- 522,038 522,038
Collateralized Reinsurance
Multiperil -- Worldwide -- -- 2,157,245 2,157,245
Windstorm --
U.S. Regional -- -- 18,300 18,300
Industry Loss Warranties
Multiperil -- U.S. -- -- 497,554 497,554
Reinsurance Sidecars
All Natural Peril --
Worldwide -- -- 447,187 447,187
Multiperil -- U.S. -- -- 1,126,524 1,126,524
Multiperil -- Worldwide -- -- 4,583,172 4,583,172
All Other Insurance-Linked
Securities -- 1,247,100 -- 1,247,100
Senior Secured Floating Rate
Loan Interests
Insurance -- -- 808,213 808,213
All Other Senior Secured
Floating Rate Loan
Interests -- 18,043,806 -- 18,043,806
U.S. Government and
Agency Obligation -- 10,494,452 -- 10,494,452
The accompanying notes are an integral part of these financial statements.
36 Pioneer High Income Trust | Annual Report | 3/31/19
-------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
-------------------------------------------------------------------------------------------------
Rights/Warrants
Household Products $ -- $ -- $ --* $ --*
Oil, Gas &
Consumable Fuels -- 7,852 --* 7,852
All Other Rights/Warrants -- 25,477 -- 25,477
Over The Counter (OTC)
Currency Put Option
Purchased -- 286,196 -- 286,196
-------------------------------------------------------------------------------------------------
Total Investments
in Securities $10,202,987 $ 385,917,634 $14,569,169 $410,689,790
-------------------------------------------------------------------------------------------------
Other Financial Instruments
Over The Counter (OTC)
Currency Call
Option Written $ -- $ (1,151) $ -- $ (1,151)
Net unrealized
depreciation on
forward foreign
currency contracts -- (12,485) -- (12,485)
Swap contracts, at value -- 34,930 -- 34,930
-------------------------------------------------------------------------------------------------
Total Other
Financial Instruments $ -- $ 21,294 $ -- $ 21,294
=================================================================================================
* Includes securities valued at $0.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 37
Schedule of Investments | 3/31/19 (continued)
The following is a reconciliation of assets valued using significant
unobservable inputs (Level 3):
------------------------------------------------------------------------------------------------------------------------------------
Change in
Balance Realized unrealized Accrued Transfers Transfers Balance
as of gain appreciation discounts/ into out of as of
3/31/18 (loss)(1) (depreciation)(2) Purchases Sales premiums Level 3* Level 3* 3/31/19
------------------------------------------------------------------------------------------------------------------------------------
Common Stocks
Capital Goods
Industrial Machinery $ 332 $ (332) $ -- $ -- $ -- $ -- $ -- $ -- $ --
Health Care
Technology 2,446 -- -- -- -- -- -- -- 2,446
Oil, Gas &
Consumable Fuels -- -- -- 209,703 -- -- -- -- 209,703
Specialty Retail 134,435(a) -- 32,680 -- (25,174) -- -- -- 141,941
Preferred Stocks
Chemicals 106,220(b) -- -- -- -- -- -- -- 106,220
Corporate Bonds
Diversified Financial
Services 3,418,640(c) -- 517,690 -- -- 12,296 -- -- 3,948,626
Insurance-Linked
Securities
Catastrophe Linked
Bonds
Multiperil --
Worldwide -- -- 22,038 500,000 -- -- -- -- 522,038
Collateralized
Reinsurance
Multiperil --
Worldwide 2,218,357(d) -- 47,260 1,291,693 (1,397,699) (2,366) -- -- 2,157,245
Windstorm --
U.S Regional -- -- 15,515 234,478 (231,693) -- -- -- 18,300
Industry Loss
Warranties
Multiperil -- U.S. 470,600(d) -- (5,088) 32,042 -- -- -- -- 497,554
Reinsurance
Sidecars
All Natural Peril --
Worldwide -- -- 5,913 441,274 -- -- -- -- 447,187
Multiperil -- U.S. 1,306,670(d) -- 33,421 252,326 (465,893) -- -- -- 1,126,524
Multiperil --
Worldwide 4,067,831(d) (103,742) (604,949) 3,958,584 (2,734,552) -- -- -- 4,583,172
Senior Secured
Floating Rate Loan
Interests
Capital Goods
Aerospace & Defense 2,171,070 57,053 (58,638) -- (2,170,855) 1,370 -- -- --
Insurance 853,713(e) 2,500 (26,901) -- (70,000) 48,901 -- -- 808,213
------------------------------------------------------------------------------------------------------------------------------------
Total $14,750,314 $(44,521) $(21,059) $6,920,100 $(7,095,866) $60,201 $ -- $ -- $14,569,169
====================================================================================================================================
(a) Securities were classified as Computer & Electronics Retail on the March
31, 2018 financial statements.
(b) Securities were classified as Diversified Chemicals on the March 31, 2018
financial statements.
(c) Securities were classified as Other Diversified Financials Services on the
March 31, 2018 financial statements.
(d) Securities were classified as Corporate Bonds & Notes on the March 31,
2018 financial statements.
(e) Securities were classified as Health Care Technology on the March 31, 2018
financial statements.
(1) Realized gain (loss) on these securities is included in the realized gain
(loss) from investments on the Statement of Operations.
(2) Unrealized appreciation (depreciation) on these securities is included in
the change in unrealized appreciation (depreciation) from investments on
the Statement of Operations.
* Transfers are calculated on the beginning of period value. For the year
ended March 31, 2019, there were no transfers between Levels 1, 2 and 3.
Net change in unrealized appreciation (depreciation) of Level 3 investments still held
and considered Level 3 at March 31, 2019: $46,231
-------
The accompanying notes are an integral part of these financial statements.
38 Pioneer High Income Trust | Annual Report | 3/31/19
Statement of Assets and Liabilities | 3/31/19
ASSETS:
Investments in unaffiliated issuers, at value (cost $408,312,321) $410,689,790
Foreign currencies, at value (cost $852,352) 846,625
Swap contracts, at value (net premiums received $(287,824)) 34,930
Swaps collateral 249,941
Swaps and forwards collateral 300,000
Variation margin for centrally cleared swap contracts 16,827
Receivables --
Investment securities sold 1,264,138
Interest 7,500,444
Dividends 60,809
Other assets 9,123
---------------------------------------------------------------------------------------------
Total assets $420,972,627
=============================================================================================
LIABILITIES:
Payables --
Credit agreement $125,000,000
Investment securities purchased 4,376,000
Trustees' fees 4,456
Interest expense 37,087
Net unrealized depreciation on forward foreign currency contracts 12,485
Due to custodian 1,596,072
Due to broker for swap contracts 246,479
Written options outstanding (net premiums received $(167,136)) 1,151
Due to affiliates 7,757
Accrued expenses 134,752
---------------------------------------------------------------------------------------------
Total liabilities $131,416,239
=============================================================================================
NET ASSETS:
Paid-in capital $371,735,184
Distributable earnings (loss) (82,178,796)
---------------------------------------------------------------------------------------------
Net assets $289,556,388
=============================================================================================
MAXIMUM OFFERING PRICE PER SHARE:
No par value
Based on $289,556,388/29,231,771 shares $ 9.91
=============================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 39
Statement of Operations
For the Year Ended 3/31/19
INVESTMENT INCOME:
Interest from unaffiliated issuers $ 29,130,416
Dividends from unaffiliated issuers 1,470,270
----------------------------------------------------------------------------------------------------
Total investment income $ 30,600,686
----------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,526,042
Administrative expense 87,414
Transfer agent fees 15,228
Shareowner communications expense 28,750
Custodian fees 38,947
Professional fees 61,288
Printing expense 21,930
Pricing fees 31,001
Trustees' fees 20,016
Insurance expense 4,697
Interest expense 4,210,958
Miscellaneous 89,024
----------------------------------------------------------------------------------------------------
Total expenses $ 7,135,295
----------------------------------------------------------------------------------------------------
Net investment income $ 23,465,391
----------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments in unaffiliated issuers $(13,962,598)
Forward foreign currency contracts 467,567
Swap contracts 275,816
Other assets and liabilities denominated
in foreign currencies (385,346) $(13,604,561)
----------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $ (4,431,233)
Written options 165,985
Forward foreign currency contracts (31,369)
Swap contracts (375,754)
Other assets and liabilities denominated
in foreign currencies (95,522) $ (4,767,893)
----------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $(18,372,454)
----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 5,092,937
====================================================================================================
The accompanying notes are an integral part of these financial statements.
40 Pioneer High Income Trust | Annual Report | 3/31/19
Statements of Changes in Net Assets
------------------------------------------------------------------------------------------------
Year Year
Ended Ended
3/31/19 3/31/18
------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 23,465,391 $ 24,803,672
Net realized gain (loss) on investments (13,604,561) (4,303,085)
Change in net unrealized appreciation (depreciation)
on investments (4,767,893) (3,046,334)
------------------------------------------------------------------------------------------------
Net increase in net assets resulting
from operations $ 5,092,937 $ 17,454,253
------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
($0.79 and $0.78 per share, respectively) $(22,946,940) $(22,800,780)*
------------------------------------------------------------------------------------------------
Total distributions to shareowners $(22,946,940) $(22,800,780)
------------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Net decrease in net assets $(17,854,003) $ (5,346,527)
------------------------------------------------------------------------------------------------
NET ASSETS:**
Beginning of year $307,410,391 $312,756,918
------------------------------------------------------------------------------------------------
End of year $289,556,388 $307,410,391
================================================================================================
* For the year ended March 31, 2018, distributions to shareowners were presented as net
investment income.
** For the year ended March 31, 2018, undistributed net investment income was presented as
follows: $2,052,945.
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 41
Statement of Cash Flows
For the Year Ended 3/31/19
Cash Flows From Operating Activities:
Net increase in net assets resulting from operations $ 5,092,937
--------------------------------------------------------------------------------------------------------------
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 $(362,083,101)
Proceeds from disposition and maturity of investment securities 338,848,438
Net sales of temporary cash investments 22,079,686
Net (accretion) and amortization of discount/premium on investment securities (1,725,701)
Change in unrealized appreciation on investments in unaffiliated issuers 4,431,233
Change in unrealized appreciation on swap contracts 375,753
Change in unrealized depreciation on forward foreign currency contracts 31,369
Change in unrealized depreciation on other assets and liabilities denominated
in foreign currency 95,401
Change in unrealized appreciation on written options (165,985)
Net realized loss on investments 13,962,598
Decrease in interest receivable 284,165
Increase in other assets (3,742)
Decrease in due to affiliates (1,747)
Increase in trustees' fees payable 4,159
Increase in accrued expenses payable 78,397
Increase in interest expense payable 24,049
Increase in premiums received on written options 167,136
Decrease in cash due to broker for swap contracts (256,234)
Increase in variation margin for centrally cleared swap contracts (15,520)
--------------------------------------------------------------------------------------------------------------
Net cash, restricted cash and foreign currencies from operating activities $ 21,223,291
--------------------------------------------------------------------------------------------------------------
Cash Flows Used in Financing Activities:
Increase in due to custodian $ 1,596,072
Distributions to shareowners (22,946,940)
--------------------------------------------------------------------------------------------------------------
Net cash, restricted cash and foreign currencies used in financing activities $ (21,350,868)
--------------------------------------------------------------------------------------------------------------
Effect of Foreign Exchange Fluctuations on Cash:
Effect of foreign exchange fluctuations on cash $ (95,401)
--------------------------------------------------------------------------------------------------------------
Cash, restricted cash and foreign currencies:
Beginning of the year* $ 1,619,544
--------------------------------------------------------------------------------------------------------------
End of the year* $ 1,396,566
--------------------------------------------------------------------------------------------------------------
Cash Flow Information:
Cash paid for interest $ 4,186,909
==============================================================================================================
* The following table provides a reconciliation of cash, restricted cash and foreign currencies reported
within statement of financial position that sum to the total of the same such amounts shown in the
Statement of Cash Flows:
-------------------------------------------------------------------------------------------------------
Year Ended Year Ended
3/31/19 3/31/18
-------------------------------------------------------------------------------------------------------
Cash $ -- $ 92,307
Foreign currencies, at value 846,625 1,211,276
Swaps collateral 249,941 315,961
Swaps and forward collateral 300,000 --
-------------------------------------------------------------------------------------------------------
Total cash, restricted cash and foreign currencies
shown in the Statement of Cash Flows $1,396,566 $1,619,544
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
42 Pioneer High Income Trust | Annual Report | 3/31/19
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/19 3/31/18 3/31/17* 3/31/16* 3/31/15*
------------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of period $ 10.52 $ 10.70 $ 9.34 $ 11.89 $ 14.19
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 0.80 $ 0.85 $ 0.95 $ 1.19 $ 1.36
Net realized and unrealized gain (loss) on investments (0.62) (0.25) 1.38 (2.40) (2.05)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.18 $ 0.60 $ 2.33 $ (1.21) $ (0.69)
------------------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income and previously undistributed net investment income $ (0.79) $ (0.78) $ (0.97)** $ (1.34)** $ (1.61)**
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.61) $ (0.18) $ 1.36 $ (2.55) $ (2.30)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.91 $ 10.52 $ 10.70 $ 9.34 $ 11.89
------------------------------------------------------------------------------------------------------------------------------------
Market value, end of period $ 8.95 $ 9.39 $ 9.87 $ 10.04 $ 12.87
====================================================================================================================================
Total return at net asset value (b) 2.79% 6.38% 26.13% (10.54)% (7.38)%
Total return at market value (b) 4.00% 2.94% 8.23% (11.37)% (20.28)%
Ratios to average net assets of common shareowners:
Total expenses plus interest expense (c)(d) 2.41% 2.14% 2.10% 1.67% 1.33%
Net investment income available to shareowners 7.93% 7.88% 9.36% 11.23% 10.30%
Portfolio turnover rate 33% 29% 48% 24% 37%
Net assets, end of period (in thousands) $289,556 $307,410 $312,757 $271,900 $344,349
The accompanying notes are an integral part of these financial statements.
Pioneer High Income Trust | Annual Report | 3/31/19 43
Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
3/31/19 3/31/18 3/31/17* 3/31/16* 3/31/15*
------------------------------------------------------------------------------------------------------------------------------------
Total amount of debt outstanding (in thousands) $125,000 $125,000 $125,000 $125,000 $151,000
Asset coverage per $1,000 of indebtedness (in thousands) $ 3,316 $ 3,459 $ 3,502 $ 3,175 $ 3,280
====================================================================================================================================
* The Trust was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
** The amount of distributions made to shareowners during the period was in
excess of the net investment income earned by the Trust during the period.
The Trust has accumulated undistributed net investment income which is
part of the Trust's NAV. A portion of this accumulated net investment
income was distributed to shareowners during the period. A decrease in
distributions may have a negative effect on the market value of the
Trust's shares.
(a) The per-share data presented above is based upon the average common shares
outstanding for the periods presented.
(b) Total investment return is calculated assuming a purchase of common shares
at the current net asset value or market value on the first day and a sale
at the current net asset value or market value on the last day of the
periods reported. Dividends and distributions, if any, are assumed for
purposes of this calculation to be reinvested at prices obtained under the
Trust's dividend reinvestment plan. Total investment return does not
reflect brokerage commissions. Past performance is not a guarantee of
future results.
(c) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(d) Includes interest expense of 1.42%, 1.05%, 1.11%, 0.63% and 0.38%,
respectively.
The accompanying notes are an integral part of these financial statements.
44 Pioneer High Income Trust | Annual Report | 3/31/19
Notes to Financial Statements | 3/31/19
1. Organization and Significant Accounting Policies
Pioneer High Income Trust (the "Trust") was organized as a Delaware statutory
trust on January 30, 2002. Prior to commencing operations on April 26, 2002,
the Trust had no operations other than matters relating to its organization and
registration as a closed-end management investment company under the Investment
Company Act of 1940, as amended. The investment objective of the Trust is to
provide a high level of current income and the Trust may, as a secondary
objective, also seek capital appreciation to the extent that it is consistent
with its investment objective.
Amundi Pioneer Asset Management, Inc., an indirect wholly owned subsidiary of
Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc., serves as the
Trust's investment adviser (the "Adviser"). Amundi Pioneer Distributor, Inc.,
an affiliate of Amundi Pioneer Asset Management, Inc., serves as the Trust's
distributor (the "Distributor").
In August 2018, the Securities and Exchange Commission ("SEC") released a
Disclosure Update and Simplification Final Rule. The Final Rule amends
Regulation S-X disclosures requirements to conform them to U.S. Generally
Accepted Accounting Principles ("U.S. GAAP") for investment companies. The
Trust's financial statements were prepared in compliance with the new
amendments to Regulation S-X.
The Trust is an investment company and follows investment company accounting
and reporting guidance under U.S. GAAP. U.S. GAAP requires the management of
the Trust to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of income,
expenses and gain or loss on investments during the reporting period. Actual
results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements:
A. Security Valuation
The net asset value of the Trust is computed once daily, on each day the
New York Stock Exchange ("NYSE") is open, as of the close of regular
trading on the NYSE.
Fixed-income securities are valued by using prices supplied by independent
pricing services, which consider such factors as market prices, market
events, quotations from one or more brokers, Treasury spreads, yields,
maturities and ratings, or may use a pricing matrix or other fair value
methods or techniques
Pioneer High Income Trust | Annual Report | 3/31/19 45
to provide an estimated value of the security or instrument. A pricing
matrix is a means of valuing a debt security on the basis of current
market prices for other debt securities, historical trading patterns in
the market for fixed-income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service. When independent
third party pricing services are unable to supply prices, or when prices
or market quotations are considered to be unreliable, the value of that
security may be determined using quotations from one or more
broker-dealers.
Loan interests are valued in accordance with guidelines established by the
Board of Trustees at the mean between the last available bid and asked
prices from one or more brokers or dealers as obtained from Loan Pricing
Corporation, an independent third party pricing service. If price
information is not available from Loan Pricing Corporation, or if the
price information is deemed to be unreliable, price information will be
obtained from an alternative loan interest pricing service. If no reliable
price quotes are available from either the primary or alternative pricing
service, broker quotes will be solicited.
Event-linked bonds or catastrophe bonds are valued at the bid price
obtained from an independent third party pricing service. Other
insurance-linked securities (including sidecars, collateralized
reinsurance and industry loss warranties) may be valued at the bid price
obtained from an independent pricing service, or through a third party
using a pricing matrix, insurance industry valuation models, or other fair
value methods or techniques to provide an estimated value of the
instrument.
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
Trust's shares are determined as of such times. The Trust may use a fair
value model developed by an independent pricing service to value non-U.S.
equity securities.
46 Pioneer High Income Trust | Annual Report | 3/31/19
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.
Swap contracts, including interest rate swaps, caps and floors (other than
centrally cleared swap contracts) are valued at the dealer quotations
obtained from reputable International Swap Dealers Association members.
Centrally cleared swaps are valued at the daily settlement price provided
by the central clearing counterparty.
Securities or loan interests for which independent pricing services or
broker-dealers are unable to supply prices or for which market prices
and/or quotations are not readily available or are considered to be
unreliable are valued by a fair valuation team comprised of certain
personnel of the Adviser pursuant to procedures adopted by the Trust's
Board of Trustees. The Adviser's fair valuation team uses fair value
methods approved by the Valuation Committee of the Board of Trustees. The
Adviser's fair valuation team is responsible for monitoring developments
that may impact fair valued securities and for discussing and assessing
fair values on an ongoing basis, and at least quarterly, with the
Valuation Committee of the Board of Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Trust may use fair value
methods if it is determined that a significant event has occurred after
the close of the exchange or market on which the security trades and prior
to the determination of the Trust's net asset value. Examples of a
significant event might include political or economic news, corporate
restructurings, natural disasters, terrorist activity or trading halts.
Thus, the valuation of the Trust's securities may differ significantly
from exchange prices, and such differences could be material.
At March 31, 2019, eight 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 1.81% of net assets. The value of this fair valued
securities was $5,227,140.
Pioneer High Income Trust | Annual Report | 3/31/19 47
B. Investment Income and Transactions
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have
passed are recorded as soon as the Trust becomes aware of the ex-dividend
data in the exercise of reasonable diligence.
Interest income, including interest on income-bearing cash accounts, is
recorded on 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.
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 Trust are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on
foreign currency contracts, disposition of foreign currencies and the
difference between the amount of income accrued and the U.S. dollars
actually received. Further, the effects of changes in foreign currency
exchange rates on investments are not segregated 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 Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income and net realized capital gains,
if any, to its shareowners. Therefore, no provision for federal income
taxes is required.
48 Pioneer High Income Trust | Annual Report | 3/31/19
As of March 31, 2019, the Trust did not accrue any interest or penalties
with respect to uncertain tax positions, which, if applicable, would be
recorded as an income tax expense on the Statement of Operations. Tax
returns filed within the prior three years remain subject to examination
by federal and state tax authorities.
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 purposes. Capital accounts within the financial statements are
adjusted for permanent book/tax differences to reflect tax character, but
are not adjusted for temporary differences.
At March 31, 2019, the Trust reclassified $2,117,410 to decrease
distributable earnings (loss) and $2,117,410 to decrease paid-in capital
to reflect permanent book/tax differences. These adjustments have no
impact on net assets or the results of operations.
At March 31, 2019, the Trust was permitted to carry forward indefinitely
$12,278,525 of short-term losses and $75,649,418 of long-term losses under
the Regulated Investment Company Modernization Act of 2010 without
limitation. Capital loss not utilized and expired in 2019 amounts to
$2,117,410.
The tax character of distributions paid during the years ended March 31,
2019 and March 31, 2018, were as follows:
--------------------------------------------------------------------------
2019 2018
--------------------------------------------------------------------------
Distributions paid from:
Ordinary income $22,946,940 $22,800,780
--------------------------------------------------------------------------
Total $22,946,940 $22,800,780
==========================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at March 31, 2019:
--------------------------------------------------------------------------
2019
--------------------------------------------------------------------------
Distributable earnings:
Undistributed ordinary income $ 3,565,711
Capital loss carryforward (87,927,943)
Other book/tax temporary differences (659,691)
Unrealized appreciation 2,843,127
--------------------------------------------------------------------------
Total $(82,178,796)
==========================================================================
Pioneer High Income Trust | Annual Report | 3/31/19 49
The difference between book basis and tax basis unrealized depreciation is
primarily attributable to the realization for tax purposes of unrealized
gains on investments in passive foreign investment companies, the book/tax
differences in the accrual of income on securities in default, the
difference between book and tax amortization methods and discounts on
fixed income securities.
E. Insurance-Linked Securities ("ILS")
The Trust invests in ILS. The Trust 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 Trust 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 Trust to other risks, including but not limited to issuer (credit)
default, adverse regulatory or jurisdictional interpretations and adverse
tax consequences.
The Trust's investments in ILS may include 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.
Where the ILS are based on the performance of underlying reinsurance
contracts, the Trust has limited transparency into the individual
underlying contracts, and therefore must rely upon the risk assessment and
sound underwriting practices of the issuer. Accordingly, it may be more
difficult for the Adviser to fully evaluate the underlying risk profile of
the Trust's structured reinsurance investments, and therefore the Trust's
assets are placed at greater risk of loss than if the Adviser had more
complete information. Structured reinsurance instruments generally will be
considered illiquid
50 Pioneer High Income Trust | Annual Report | 3/31/19
securities by the Trust. These securities may be difficult to purchase,
sell or unwind. Illiquid securities also may be difficult to value. If the
Trust is forced to sell an illiquid asset, the Trust may be forced to sell
at a loss.
F. Purchased Options
The Trust may purchase put and call options to seek to increase total
return. Purchased call and put options entitle the Trust 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 Trust 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 Trust's Statement of
Operations. As the purchaser of an index option, the Trust 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
year ended March 31, 2019 was $159,982. Open purchased options at March
31, 2019, are listed in the Trust's Schedule of Investments.
G. Option Writing
The Trust may write put and covered call options to seek to increase total
return. When an option is written, the Trust receives a premium and
becomes obligated to purchase or sell the underlying security at a fixed
price, upon the exercise of the option. When the Trust writes an option,
an amount equal to the premium received by the Trust 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 Trust 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
Pioneer High Income Trust | Annual Report | 3/31/19 51
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 Trust has realized a gain
or loss. The Trust 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 year ended March 31,
2019 was $(35,436). Open written options contracts at March 31, 2019, are
listed in the Trust's Schedule of Investments.
H. Forward Foreign Currency Contracts
The Trust may enter into forward foreign currency contracts ("contracts")
for the purchase or sale of a specific foreign currency at a fixed price
on a future date. All contracts are marked to market daily at the
applicable exchange rates, and any resulting unrealized appreciation or
depreciation is recorded in the Trust's financial statements. The Trust
records realized gains and losses at the time a contract is offset by
entry into a closing transaction or extinguished by delivery of the
currency. Risks may arise upon entering into these contracts from the
potential inability of counterparties to meet the terms of the contract
and from unanticipated movements in the value of foreign currencies
relative to the U.S. dollar (see Note 5).
At March 31, 2019, the Trust had entered into various forward foreign
currency contracts that obligated the Trust to deliver or take delivery of
currencies at specified future maturity dates. Alternatively, prior to the
settlement date of a forward foreign currency contract, the Trust may
close out such contract by entering into an offsetting contract.
The average market value of forward foreign currency contracts open during
the year ended March 31, 2019, was $(3,316,626). Open forward foreign
currency contracts outstanding at March 31, 2019, are listed in the
Schedule of Investments.
I. Credit Default Swap Contracts
A credit default swap is a contract between a buyer of protection and a
seller of protection against a pre-defined credit event or an underlying
reference obligation, which may be a single security or a basket or index
of securities. The Trust may buy or sell credit default swap contracts to
seek to increase the Trust's income, or to attempt to hedge the risk of
default on portfolio securities. A credit default swap index is used to
hedge risk or take a position on a basket of credit entities or indices.
As a seller of protection, the Trust would be required to pay the notional
(or other agreed-upon) value of the referenced debt obligation to the
counterparty in the event of a default by a U.S. or foreign corporate
issuer of a
52 Pioneer High Income Trust | Annual Report | 3/31/19
debt obligation, which would likely result in a loss to the Trust. In
return, the Trust would receive from the counterparty a periodic stream of
payments during the term of the contract, provided that no event of
default occurred. The maximum exposure of loss to the seller would be the
notional value of the credit default swaps outstanding. If no default
occurs, the Trust would keep the stream of payments and would have no
payment obligation. The Trust may also buy credit default swap contracts
in order to hedge against the risk of default of debt securities, in which
case the Trust would function as the counterparty referenced above.
As a buyer of protection, the Trust makes an upfront or periodic payment
to the protection seller in exchange for the right to receive a contingent
payment. An upfront payment made by the Trust, as the protection buyer, is
recorded within the "Swap contracts, at value" line item on the Statement
of Assets and Liabilities. Periodic payments received or paid by the Trust
are recorded as realized gains or losses on the Statement of Operations.
Credit default swap contracts are marked-to-market daily using valuations
supplied by independent sources, and the change in value, if any, is
recorded within the "Swap contracts, at value" line item on the Statement
of Assets and Liabilities. Payments received or made as a result of a
credit event or upon termination of the contract are recognized, net of
the appropriate amount of the upfront payment, as realized gains or losses
on the Statement of Operations.
Credit default swap contracts involving the sale of protection may involve
greater risks than if the Trust had invested in the referenced debt
instrument directly. Credit default swap contracts are subject to general
market risk, liquidity risk, counterparty risk and credit risk. If the
Trust is a protection buyer and no credit event occurs, it will lose its
investment. If the Trust is a protection seller and a credit event occurs,
the value of the referenced debt instrument received by the Trust,
together with the periodic payments received, may be less than the amount
the Trust pays to the protection buyer, resulting in a loss to the Trust.
In addition, obligations under sell protection credit default swaps may be
partially offset by net amounts received from settlement of buy protection
credit default swaps entered into by the Trust for the same reference
obligation with the same counterparty.
Certain swap contracts that are cleared through a central clearinghouse
are referred to as centrally cleared swaps. All payments made or received
by the Trust are pursuant to a centrally cleared swap contract with the
central clearing party rather than the original counterparty. Upon
entering into a centrally cleared swap contract, the Trust is required to
make an initial margin deposit, either in cash or in securities. The daily
change in value on open centrally cleared contracts is recorded as
"Variation margin for centrally
Pioneer High Income Trust | Annual Report | 3/31/19 53
cleared swaps" on the Statement of Assets and Liabilities. Cash received
from or paid to the broker related to previous margin movement is held in
a segregated account at the broker and is recorded as either "Due from
broker for swaps" or "Due to broker for swaps" on the Statement of Assets
and Liabilities. The amount of cash deposited with a broker as collateral
at March 31, 2019, is recorded as "Swaps collateral" on the Statement of
Assets and Liabilities.
The average market value of credit default swap contracts open during the
year ended March 31, 2019 was $(166,086). Open credit default swap
contracts at March 31, 2019, are listed in the Schedule of Investments.
J. Interest Rate Swap Contracts
The Trust may enter into interest rate swaps to attempt to hedge against
interest rate fluctuations or to enhance its income. Pursuant to the
interest rate swap contract, the Trust negotiates with a counterparty to
exchange a periodic stream of payments based on a benchmark interest rate.
One cash flow stream will typically be a floating rate payment based upon
the specified floating benchmark interest rate while the other is
typically a fixed interest rate. Payment flows are usually netted against
each other, with the difference being paid by one party to the other on a
monthly basis.
Periodic payments received or paid by the Trust are recorded as realized
gains or losses on the Statement of Operations. Interest rate swap
contracts are marked-to-market daily using valuations supplied by
independent sources and the change in value, if any, is recorded within
"Swap contracts, at value" line item on the Statement of Assets and
Liabilities. Interest rate swap contracts are subject to counterparty risk
and movements in interest rates. Certain swap contracts that are cleared
through a central clearinghouse are referred to as centrally cleared
swaps. All payments made or received by the Trust are pursuant to
centrally cleared swap contracts with the central clearing party rather
than the original counterparty. Upon entering into a centrally cleared
swap contract, the Trust is required to make an initial margin deposit,
either in cash or in securities. The daily change in value on open
centrally cleared swap contracts is recorded as variation margin for
centrally cleared swaps on the Statement of Assets and Liabilities.
The average market value of interest swap contracts open during the year
ended March 31, 2019 was $545,666. Open interest rate swap contracts at
March 31, 2019, are listed in the Schedule of Investments.
K. Risks
The value of securities held by the Trust may go up or down, sometimes
rapidly or unpredictably, due to general market conditions, such as real
or perceived adverse economic, political or regulatory conditions,
inflation,
54 Pioneer High Income Trust | Annual Report | 3/31/19
changes in interest rates, lack of liquidity in the bond markets or
adverse investor sentiment. In the past several years, financial markets
have experienced increased volatility, depressed valuations, decreased
liquidity and heightened uncertainty. These conditions may continue,
recur, worsen or spread.
At times, the Trust's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Trust more
susceptible to any economic, political, or regulatory developments or
other risks affecting those industries and sectors. The Trust's
investments in foreign markets and countries with limited developing
markets may subject the Trust 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.
Interest rates in the U.S. have been historically low and have begun to
rise, so the Trust faces a heightened risk that interest rates may
continue to rise. A general rise in interest rates could adversely affect
the price and liquidity of fixed-income securities and could also result
in increased redemptions from the Trust.
The Trust invests in below investment grade ("high yield") debt
securities, floating rate loans and insurance-linked securities. The Trust
may invest in securities and other obligations of any credit quality,
including those that are rated below investment grade, or are unrated but
are determined by the Adviser to be of equivalent credit quality. Below
investment grade securities are commonly referred to as "junk bonds" and
are considered speculative with respect to the issuer's capacity to pay
interest and repay principal. Below investment grade securities, including
floating rate loans, involve greater risk of loss, are subject to greater
price volatility, and may be less liquid and more difficult to value,
especially during periods of economic uncertainty or change, than higher
rated debt securities. Certain securities in which the Trust invests,
including floating rate loans, once sold, may not settle for an extended
period (for example, several weeks or even longer). The Trust will not
receive its sale proceeds until that time, which may constrain the Trust's
ability to meet its obligations. The Trust may invest in securities of
issuers that are in default or that are in bankruptcy. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to
liquidate. No active trading market may exist for many floating rate
loans, and many loans are subject to restrictions on resale. Any secondary
market may be subject to irregular trading activity and extended
settlement periods. The Trust's investments in certain foreign markets or
countries with limited developing markets may subject the Trust to a
greater degree of risk than in a developed market. These risks include
disruptive political or economic conditions and the possible
Pioneer High Income Trust | Annual Report | 3/31/19 55
imposition of adverse governmental laws or currency exchange restrictions.
The Trust may invest up to 50% of its total assets in illiquid securities.
Illiquid securities are securities that the Trust reasonably expects
cannot be sold or disposed of in the current market in seven calendar days
or less without the sale or disposition significantly changing the market
value of the securities.
With the increased use of technologies such as the Internet to conduct
business, the Trust is susceptible to operational, information security
and related risks. While the Trust's Adviser has established business
continuity plans in the event of, and risk management systems to prevent,
limit or mitigate, such cyber-attacks, there are inherent limitations in
such plans and systems including the possibility that certain risks have
not been identified. Furthermore, the Trust cannot control the
cybersecurity plans and systems put in place by service providers to the
Trust such as Brown Brothers Harriman & Co., the Trust's custodian and
accounting agent, and American Stock Transfer & Trust Company, the Trust's
transfer agent. In addition, many beneficial owners of Trust shares hold
them through accounts at broker-dealers, retirement platforms and other
financial market participants over which neither the Trust nor Amundi
Pioneer exercises control. Each of these may in turn rely on service
providers to them, which are also subject to the risk of cyber-attacks.
Cybersecurity failures or breaches at Amundi Pioneer or the Trust's
service providers or intermediaries have the ability to cause disruptions
and impact business operations, potentially resulting in financial losses,
interference with the Trust's ability to calculate its net asset value,
impediments to trading, the inability of Trust shareowners to effect share
purchases or redemptions 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.
L. Automatic Dividend Reinvestment Plan
All shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
"Plan"), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional shares of
the Trust in lieu of cash. Shareowners may elect not to participate in the
Plan. Shareowners not participating in the Plan receive all dividends and
capital gain distributions in cash. Participation in the Plan is
completely voluntary and may be terminated or resumed at any time without
penalty by notifying American Stock Transfer & Trust Company, the agent
for shareowners in
56 Pioneer High Income Trust | Annual Report | 3/31/19
administering the Plan (the "Plan Agent"), in writing prior to any
dividend record date; otherwise such termination or resumption will be
effective with respect to any subsequently declared dividend or other
distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate
in the Plan on the shareowner's behalf. If the firm or nominee does not
offer the Plan, dividends will be paid in cash to the shareowner of
record. A firm or nominee may reinvest a shareowner's cash dividends in
shares of the Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on shares payable in cash,
participants in the Plan will receive the equivalent in shares acquired by
the Plan Agent either (i) through receipt of additional unissued but
authorized shares from the Trust or (ii) by purchase of outstanding shares
on the New York Stock Exchange or elsewhere. If, on the payment date for
any dividend, the net asset value per share is equal to or less than the
market price per share plus estimated brokerage trading fees (market
premium), the Plan Agent will invest the dividend amount in newly issued
shares. The number of newly issued shares to be credited to each account
will be determined by dividing the dollar amount of the dividend by the
net asset value per share on the date the shares are issued, provided that
the maximum discount from the then current market price per share on the
date of issuance does not exceed 5%. If, on the payment date for any
dividend, the net asset value per share is greater than the market value
(market discount), the Plan Agent will invest the dividend amount in
shares acquired in open-market purchases. There are no brokerage charges
with respect to newly issued shares. However, each participant will pay a
pro rata share of brokerage trading fees incurred with respect to the Plan
Agent's open-market purchases. Participating in the Plan does not relieve
shareowners from any federal, state or local taxes which may be due on
dividends paid in any taxable year. Shareowners holding Plan shares in a
brokerage account may be able to transfer the shares to another broker and
continue to participate in the Plan.
2. Management Agreement
The Adviser manages the Trust's portfolio. Management fees payable under the
Trust's Advisory Agreement with the Adviser are calculated daily at the annual
rate of 0.60% of the Trust's average daily managed assets. "Managed assets"
means (a) the total assets of the Trust, including any form of investment
leverage, minus (b) all accrued liabilities incurred in the normal course of
operations, which shall not include any liabilities or obligations attributable
to investment leverage obtained through (i) indebtedness of any type
(including, without limitation, borrowing through a credit facility or the
issuance of debt securities), (ii) the issuance of preferred stock or other
similar preference
Pioneer High Income Trust | Annual Report | 3/31/19 57
securities, and/or (iii) any other means. For the year ended March 31, 2019 the
net management fee was 0.60% of the Trust's average daily managed assets, which
was equivalent to 0.85% of the Trust'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 Trust as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$7,757 in management fees, administrative costs and certain other
reimbursements payable to the Adviser at March 31, 2019.
3. Transfer Agent
American Stock Transfer & Trust Company ("AST") serves as the transfer agent
with respect to the Trust's shares. The Trust pays AST an annual fee, as is
agreed to from time to time by the Trust and AST, for providing such services.
In addition, the Trust reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareowner communications activities
such as proxy and statement mailings, and outgoing phone calls.
4. Master Netting Agreements
The Trust has entered into an International Swaps and Derivatives Association,
Inc. Master Agreement ("ISDA Master Agreement") or similar agreement with
substantially all its derivative counterparties. An ISDA Master Agreement is a
bilateral agreement between the Trust and a counterparty that governs the
trading of certain 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 Trust's credit risk to its counterparty equal to any
amounts payable by the Trust under the applicable transactions, if any.
However, the Trust's right to 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.
58 Pioneer High Income Trust | Annual Report | 3/31/19
The collateral requirements for derivatives transactions under an ISDA Master
Agreement are governed by a credit support annex to the ISDA Master Agreement.
Collateral requirements are generally determined at the close of business each
day and are typically based on changes in market values for each transaction
under an ISDA Master Agreement and netted into one amount for such agreement.
Generally, the amount of collateral due from or to a counterparty is subject to
threshold (a "minimum transfer amount") before a transfer is required, which
may vary by counterparty. Collateral pledged for the benefit of the Trust
and/or counterparty is held in segregated accounts by the Trust's custodian and
cannot be sold, re-pledged, assigned or otherwise used while pledged. Cash that
has been segregated to cover the Trust's collateral obligations, if any, will
be reported separately on the Statement of Assets and Liabilities as "Swaps
collateral". Securities pledged by the Trust as collateral, if any, are
identified as such in the Schedule of Investments.
Financial instruments subject to an enforceable master netting agreement, such
as an ISDA Master Agreement, have been offset on the Statement of Assets and
Liabilities. The following charts show gross assets and liabilities of the
Trust as of March 31, 2019.
---------------------------------------------------------------------------------------------------------
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 $286,196 $(4,993) $ -- $ -- $281,203
Citibank NA -- -- -- -- --
Goldman Sachs
International 214,164 (1,213) -- -- 212,951
State Street Bank &
Trust Co. -- -- -- -- --
---------------------------------------------------------------------------------------------------------
Total $500,360 $(6,206) $ -- $ -- $494,154
=========================================================================================================
--------------------------------------------------------------------------------------------------------------
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 $ 4,993 $(4,993) $ -- $ -- $ --
Citibank NA 148,932 -- -- (148,932) --
Goldman Sachs
International 1,213 (1,213) -- -- --
State Street Bank &
Trust Co. 1,006 -- -- -- 1,006
--------------------------------------------------------------------------------------------------------------
Total $156,144 $(6,206) $ -- $(148,932) $1,006
==============================================================================================================
(a) The amount presented here may be less than the total amount of collateral
received/pledged as the net amount of derivative assets and liabilities
cannot be less than $0.
(b) Represents the net amount due from the counterparty in the event of
default.
(c) Represents the net amount payable to the counterparty in the event of
default.
Pioneer High Income Trust | Annual Report | 3/31/19 59
5. Additional Disclosures about Derivative Instruments and Hedging Activities
The Trust's use of derivatives may enhance or mitigate the Trust's exposure to
the following risks:
Interest rate risk relates to the fluctuations in the value of interest-bearing
securities due to changes in the prevailing levels of market interest rates.
Credit risk relates to the ability of the issuer of a financial instrument to
make further principal or interest payments on an obligation or commitment that
it has to the Trust.
Foreign exchange rate risk relates to fluctuations in the value of an asset or
liability due to changes in currency exchange rates.
Equity risk relates to the fluctuations in the value of financial instruments
as a result of changes in market prices (other than those arising from interest
rate risk or foreign exchange 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 March 31,
2019 was as follows:
-----------------------------------------------------------------------------------------
Statement of Assets and Liabilities
Foreign
Interest Credit Exchange Equity Commodity
Rate Risk Risk Rate Risk Risk Risk
-----------------------------------------------------------------------------------------
Assets:
Currency put
options purchased* $ -- $ -- $286,196 $ -- $ --
Swap contracts,
at value 251,199 (216,269) -- -- --
-----------------------------------------------------------------------------------------
Total Value $251,199 $(216,269) $286,196 $ -- $ --
=========================================================================================
60 Pioneer High Income Trust | Annual Report | 3/31/19
-----------------------------------------------------------------------------------------
Statement of Assets and Liabilities
Foreign
Interest Credit Exchange Equity Commodity
Rate Risk Risk Rate Risk Risk Risk
-----------------------------------------------------------------------------------------
Liabilities:
Net unrealized
depreciation on
forward foreign
currency contracts $ -- $ -- $12,485 $ -- $ --
Written options -- -- 1,151 $ -- $ --
-----------------------------------------------------------------------------------------
Total Value $ -- $ -- $13,636 $ -- $ --
=========================================================================================
* Reflects the market value of purchased option contracts (see Note 1F).
These amounts are included in investment in unaffiliated issuers, at
value, on the Statement of Assets and Liabilities.
The effect of derivative instruments (not considered to be hedging instruments
for accounting disclosure purposes) on the Statement of Operations by risk
exposure at March 31, 2019 was as follows:
-----------------------------------------------------------------------------------------
Statement of Operations
Foreign
Interest Credit Exchange Equity Commodity
Rate Risk Risk Rate Risk Risk Risk
-----------------------------------------------------------------------------------------
Net realized gain
(loss) on:
Forward foreign
currency contracts $ -- $ -- $467,567 $ -- $ --
Swap contracts 157,698 118,118 -- -- --
-----------------------------------------------------------------------------------------
Total Value $ 157,698 $ 118,118 $467,567 $ -- $ --
=========================================================================================
Change in net
unrealized
appreciation
(depreciation) on:
Currency put
options purchased* $ -- $ -- $119,060 $ -- $ --
Written options -- -- 165,985 -- --
Forward foreign
currency contracts -- -- (31,369) -- --
Swap contracts (240,051) (135,703) -- -- --
-----------------------------------------------------------------------------------------
Total Value $(240,051) $(135,703) $253,676 $ -- $ --
=========================================================================================
* Reflects the change in net unrealized appreciation (depreciation) on
purchased option contracts (see Note 1F). These amounts are included in
change in net unrealized appreciation (depreciation) on Investments in
unaffiliated issuers, on the Statements of Operations.
Pioneer High Income Trust | Annual Report | 3/31/19 61
6. Trust Shares
There are an unlimited number of shares of beneficial interest authorized.
Transactions in shares of beneficial interest for the year ended March 31, 2019
and the year ended March 31, 2018 were as follows:
-------------------------------------------------------------------------------
3/31/19 3/31/18
-------------------------------------------------------------------------------
Shares outstanding at beginning of year 29,231,771 29,231,771
-------------------------------------------------------------------------------
Shares outstanding at end of year 29,231,771 29,231,771
===============================================================================
7. Credit Agreement
The Trust has entered into a Revolving Credit Facility (the "Credit Agreement")
agreement with Sumitomo Mitsui Banking Corporation. Loan under the credit
agreement are offered at a daily rate equal to the U.S. one month LIBOR rate
plus 1.10%. There is no fixed borrowing limit.
At March 31, 2019, the Trust had a borrowing outstanding under the credit
agreement totaling $125,000,000. The interest rate charged at March 31, 2019
was 3.61%. During the year ended March 31, 2019, the average daily balance was
$125,000,000 at an average interest rate of 3.37%. Interest expense of
$4,210,958 in connection with the credit agreement is included in the Statement
of Operations.
The Trust is required to fully collateralize its outstanding loan balance as
determined by Credit Suisse. Pledged assets are held in a segregated account
and are denoted on the Schedule of Investments.
The Trust is required to maintain 300% asset coverage with respect to amounts
outstanding under the Credit Agreement. Asset coverage is calculated by
subtracting the Trust's total liabilities not including any bank loans and
senior securities, from the Trust's total assets and dividing such amount by
the principal amount of the borrowing outstanding.
8. Subsequent Events
A monthly dividend was declared on April 4, 2019 from undistributed and
accumulated net investment income of $0.0675 per share payable April 30, 2019,
to shareowners of record on April 17, 2019.
62 Pioneer High Income Trust | Annual Report | 3/31/19
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and the Shareholders of
Pioneer High Income Trust:
--------------------------------------------------------------------------------
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Pioneer
High Income Trust Fund (the "Trust"), including the schedule of investments, as
of March 31, 2019, and the related statements of operations, changes in net
assets and the financial highlights for the year then ended and the related
notes, and the statement of changes in net assets and financial highlights for
the year ended March 31, 2018 (collectively referred to as the "financial
statements"). The financial highlights for the periods ended March 31, 2015,
March 31, 2016 and March 31, 2017 were audited by another independent
registered public accounting firm whose report, dated May 26, 2017, expressed
an unqualified opinion on those financial highlights. In our opinion, the
financial statements present fairly, in all material respects, the financial
position of Pioneer High Income Trust at March 31, 2019, the results of its
operations, the changes in its net assets, and the financial highlights for the
year ended, and the statement of changes in net assets and the financial
highlights for the year ended March 31, 2018, in conformity with U.S. generally
accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Trust's management.
Our responsibility is to express an opinion on the Trust's financial statements
based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Trust in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Trust is not required to have,
nor were we engaged to perform, an audit of the Trust's internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Trust's internal
control over financial reporting. Accordingly, we express no such opinion.
Pioneer High Income Trust | Annual Report | 3/31/19 63
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 2019, by correspondence with the custodian and brokers.
Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Trust's auditor since 2017.
Boston, Massachusetts
May 30, 2019
64 Pioneer High Income Trust | Annual Report | 3/31/19
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's investment
objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which has not been
approved by the shareowners. During the period, there have been no changes in
the principal risk factors associated with investment in the Trust. There were
no changes in the persons who are primarily responsible for the day-to-day
management of the Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its shares
in the open market.
The percentages of the Trust's ordinary income distributions that are exempt
from nonresident alien (NRA) tax withholding resulting from qualified interest
income was 76.79%.
Pioneer High Income Trust | Annual Report | 3/31/19 65
Trustees, Officers and Service Providers
Investment Adviser
Amundi Pioneer Asset Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
Principal Underwriter
Amundi Pioneer Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Transfer Agent
American Stock Transfer & Trust Company
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.amundipioneer.com. This information is also available on the
Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Trust's Trustees and Officers are listed below, together with their
principal occupations and other directorships they have held during at least
the past five years. Trustees who are interested persons of the Trust within
the meaning of the 1940 Act are referred to as Interested Trustees. Trustees
who are not interested persons of the Trust are referred to as Independent
Trustees. Each of the Trustees serves as a Trustee of each of the 43 U.S.
registered investment portfolios for which Amundi Pioneer serves as investment
adviser (the "Pioneer Funds"). The address for all Trustees and all officers of
the Trust is 60 State Street, Boston, Massachusetts 02109.
The Statement of Additional Information of the Trust includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
66 Pioneer High Income Trust | Annual Report | 3/31/19
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (68) Class I Trustee since 2006. Private investor (2004 - 2008 and Director, Broadridge Financial
Chairman of the Board Term expires in 2021. 2013 - present); Chairman (2008 - Solutions, Inc. (investor
and Trustee 2013) and Chief Executive Officer communications and securities
(2008 - 2012), Quadriserv, Inc. processing provider for
(technology products for securities financial services industry)
lending industry); and Senior (2009 - present); Director,
Executive Vice President, The Bank Quadriserv, Inc. (2005 -
of New York (financial and 2013); and Commissioner, New
securities services) (1986 - 2004) Jersey State Civil Service
Commission (2011 - 2015)
------------------------------------------------------------------------------------------------------------------------------------
David R. Bock (75) Class II Trustee since 2005. Managing Partner, Federal City Director of New York
Trustee Term expires in 2019. Capital Advisors (corporate Mortgage Trust (publicly-
advisory services company) traded mortgage REIT)
(1997 - 2004 and 2008 - (2004 - 2009, 2012 -
present); Interim Chief present); Director of The
Executive Officer, Oxford Swiss Helvetia Fund, Inc.
Analytica, Inc. (privately held (closed-end fund) (2010 -
research and consulting company) 2017); Director of Oxford
(2010); Executive Vice President Analytica, Inc. (2008 -
and Chief Financial Officer, 2015); and Director of
I-trax, Inc. (publicly traded Enterprise Community
health care services company) Investment, Inc. (privately-
(2004 - 2007); and Executive held affordable housing
Vice President and Chief Financial finance company) (1985 - 2010)
Officer, Pedestal Inc.
(internet-based mortgage trading
company) (2000 - 2002); Private
Consultant (1995 - 1997); Managing
Director, Lehman Brothers (1992 -
1995); and Executive, The World
Bank (1979 - 1992)
------------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (74) Class III Trustee since 2008. William Joseph Maier Professor of Trustee, Mellon Institutional
Trustee Term expires in 2020. Political Economy, Harvard Funds Investment Trust and
University (1972 - present) Mellon Institutional Funds
Master Portfolio (oversaw 17
portfolios in fund complex)
(1989 - 2008)
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/19 67
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (71) Class III Trustee since 2002. Founding Director, Vice-President and None
Trustee Term expires in 2020. Corporate Secretary, The Winthrop Group,
Inc. (consulting firm) (1982 - present);
Desautels Faculty of Management, McGill
University (1999 - 2017); and Manager
of Research Operations and Organizational
Learning, Xerox PARC, Xerox's advance
research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------------
Lorraine H. Monchak (62) Class II Trustee since 2015. Chief Investment Officer, 1199 SEIU None
Trustee Term expires in 2019. Funds (healthcare workers union
pension funds) (2001 - present);
Vice President - International
Investments Group, American
International Group, Inc. (insurance
company) (1993 - 2001); Vice
President - Corporate Finance and
Treasury Group, Citibank, N.A.
(1980 - 1986 and 1990 - 1993); Vice
President - Asset/Liability
Management Group, Federal Farm
Funding Corporation (government-
sponsored issuer of debt securities)
(1988 - 1990); Mortgage Strategies
Group, Shearson Lehman Hutton, Inc.
(investment bank) (1987 - 1988);
and Mortgage Strategies Group, Drexel
Burnham Lambert, Ltd. (investment bank)
(1986 - 1987)
------------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (70) Class I Trustee since 2002. President and Chief Executive Officer, Director of New America High
Trustee Term expires in 2021. Metric Financial Inc. (formerly known Income Fund, Inc. (closed-end
as Newbury Piret Company) (investment investment company) (2004 -
banking firm) (1981 - present) present); and Member, Board of
Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------------
Fred J. Ricciardi (72) Class I Trustee since 2014. Consultant (investment company services) None
Trustee Term expires in 2021 (2012 - present); Executive Vice
President, BNY Mellon (financial and
investment company services) (1969 -
2012); Director, BNY International
Financing Corp. (financial services)
(2002 - 2012); Director, Mellon
Overseas Investment Corp. (financial
services) (2009 - 2012); Director,
Financial Models (technology) (2005-2007);
Director, BNY Hamilton Funds, Ireland
(offshore investment companies)
(2004-2007); Chairman/Director,
AIB/BNY Securities Services, Ltd.,
Ireland (financial services) (1999-2006);
and Chairman, BNY Alternative
Investment Services, Inc.
(financial services) (2005-2007)
------------------------------------------------------------------------------------------------------------------------------------
68 Pioneer High Income Trust | Annual Report | 3/31/19
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------------
Lisa M. Jones (57)* Class II Trustee since 2014. Director, CEO and President of Amundi None
Trustee, President and Term expires in 2019. Pioneer Asset Management USA, Inc.
Chief Executive Officer (since September 2014); Director, CEO
and President of Amundi Pioneer Asset
Management, Inc. (since September
2014); Director, CEO and President of
Amundi Pioneer Distributor, Inc.
(since September 2014); Director, CEO
and President of Amundi Pioneer
Institutional Asset Management, Inc.
(since September 2014); Chair, Amundi
Pioneer Asset Management USA, Inc.,
Amundi Pioneer Distributor, Inc. and
Amundi Pioneer Institutional Asset
Management, Inc. (September 2014 -
2018); Managing Director, Morgan
Stanley Investment Management (2010 -
2013); Director of Institutional
Business, CEO of International,
Eaton Vance Management (2005 - 2010);
and Director of Amundi USA, Inc.
(since 2017)
------------------------------------------------------------------------------------------------------------------------------------
Kenneth J. Taubes (60)* Class III Trustee since 2014. Director and Executive Vice President None
Trustee Term expires in 2020. (since 2008) and Chief Investment
Officer, U.S. (since 2010) of Amundi
Pioneer Asset Management USA, Inc.;
Director and Executive Vice President
and Chief Investment Officer, U.S.
of Amundi Pioneer (since 2008);
Executive Vice President and Chief
Investment Officer, U.S. of Amundi
Pioneer Institutional Asset Management,
Inc. (since 2009); Portfolio Manager of
Amundi Pioneer (since 1999); and
Director of Amundi USA, Inc.
(since 2017)
------------------------------------------------------------------------------------------------------------------------------------
* Ms. Jones and Mr. Taubes are Interested Trustees because they are officers or directors of the Trust's investment adviser and
certain of its affiliates.
Pioneer High Income Trust | Annual Report | 3/31/19 69
Trust Officers
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (54) Since 2003. Serves at Vice President and Associate General None
Secretary and Chief Legal the discretion of the Board Counsel of Amundi Pioneer since
Officer January 2008; Secretary and Chief
Legal Officer of all of the Pioneer
Funds since June 2010; Assistant
Secretary of all of the Pioneer Funds
from September 2003 to May 2010; and
Vice President and Senior Counsel of
Amundi Pioneer from July 2002 to
December 2007
------------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (58) Since 2010. Serves at Fund Governance Director of Amundi None
Assistant Secretary the discretion of the Board Pioneer since December 2006 and
Assistant Secretary of all the
Pioneer Funds since June 2010;
Manager - Fund Governance of
Amundi Pioneer from December
2003 to November 2006; and Senior
Paralegal of Amundi Pioneer from
January 2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (56) Since 2010. Serves at Senior Counsel of Amundi Pioneer None
Assistant Secretary the discretion of the Board since May 2013 and Assistant
Secretary of all the Pioneer Funds
since June 2010; and Counsel of
Amundi Pioneer from June 2007 to
May 2013
------------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (59) Since 2008. Serves at Vice President - Fund Treasury of None
Treasurer and Chief the discretion of the Board Amundi Pioneer; Treasurer of all of
Financial and Accounting the Pioneer Funds since March 2008;
Officer Deputy Treasurer of Amundi Pioneer
from March 2004 to February 2008; and
Assistant Treasurer of all of the
Pioneer Funds from March 2004 to
February 2008
------------------------------------------------------------------------------------------------------------------------------------
70 Pioneer High Income Trust | Annual Report | 3/31/19
------------------------------------------------------------------------------------------------------------------------------------
Name, Age and Position Term of Office and Other Directorships
Held With the Trust Length of Service Principal Occupation Held by Officer
------------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (53) Since 2002. Serves at Director - Fund Treasury of Amundi None
Assistant Treasurer the discretion of the Board Pioneer; and Assistant Treasurer of
all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (60) Since 2002. Serves at Senior Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Board Amundi Pioneer; and Assistant
Treasurer of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (39) Since 2009. Serves at Senior Manager - Fund Treasury of None
Assistant Treasurer the discretion of the Board Amundi Pioneer since November 2008;
Assistant Treasurer of all of the
Pioneer Funds since January 2009;
and Client Service Manager -
Institutional Investor Services at
State Street Bank from March 2003 to
March 2007
------------------------------------------------------------------------------------------------------------------------------------
John Malone (48) Since 2018. Serves at Managing Director, Chief Compliance None
Chief Compliance Officer the discretion of the Board Officer of Amundi Pioneer Asset
Management; Amundi Pioneer
Institutional Asset Management, Inc.;
and the Pioneer Funds since September
2018; and Chief Compliance Officer
of Amundi Pioneer Distributor, Inc.
since January 2014.
------------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (48) Since 2006. Serves at Vice President - Amundi Pioneer Asset None
Anti-Money Laundering the discretion of the Board Management; and Anti-Money Laundering
Officer Officer of all the Pioneer Funds
since 2006
------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust | Annual Report | 3/31/19 71
This page is for your notes.
72 Pioneer High Income Trust | Annual Report | 3/31/19
This page is for your notes.
Pioneer High Income Trust | Annual Report | 3/31/19 73
This page is for your notes.
74 Pioneer High Income Trust | Annual Report | 3/31/19
This page is for your notes.
Pioneer High Income Trust | Annual Report | 3/31/19 75
This page is for your notes.
76 Pioneer High Income Trust | Annual Report | 3/31/19
How to Contact Amundi Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.amundipioneer.com.
The Trust files a complete schedule of 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.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
[C] 2019 Amundi Pioneer Asset Management 19206-13-0519
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 12(a)(1), a copy of
its code of ethics that applies to the registrant's principal
executive officer,principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
as an exhibit to its annual
report on this Form N-CSR (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Mr. David R. Bock, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
The audit fees for the Trust were $38,500
payable to Ernst & Young LLP for the year ended
March 31, 2019 and $38,500
for the year ended March 31, 2018.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
There were no audit-related services in 2019 or 2018.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
The tax fees for the Trust were $8,028
payable to Ernst & Young LLP for the year ended
March 31, 2019 and $8,028
for the year ended March 31, 2018.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
There were no other fees in 2019 or 2018.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Amudi Pioneer Asset Management, Inc, the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered
into on or after May 6, 2003, the effective date of the
new SEC pre-approval rules, the Trust's audit
committee is required to pre-approve services to
affiliates defined by SEC rules to the extent that the
services are determined to have a direct impact on the
operations or financial reporting of the Trust. For the
years ended March 31 2019 and 2018, there were no
services provided to an affiliate that required the
Trust's audit committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountants engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrants accountant
for services rendered to the registrant, and rendered to the registrants
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The aggregate non-audit fees for the Trust were $8,028
payable to Ernst & Young LLP for the year ended
March 31, 2019 and $8,028 for the year
ended March 31, 2018.
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees
has considered whether the provision of non-audit
services that were rendered to the Affiliates (as
defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
2
Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
11
Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
12
We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
13
We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of March 31, 2019. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NUMBER OF FEE IS FEE IS
NAME OF ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED MANAGED (000'S) BASED BASED (000'S)
------------------- ---------------------------------- ----------- ----------------- ---------------- --------------
Andrew Feltus Other Registered Investment
Companies 9 $6,116,365 N/A N/A
Other Pooled Investment Vehicles 7 $7,222,489 N/A N/A
Other Accounts 5 $1,377,372 N/A N/A
------------------- ---------------------------------- ----------- ---------- ---------------- --------------
Matthew Shulkin Other Registered
Investment Companies 4 $ 926,142 N/A N/A
Other Pooled Investment Vehicles 1 $1,899,819 N/A N/A
Other Accounts 2 $ 334,530 N/A N/A
------------------- ---------------------------------- ----------- ---------- ---------------- --------------
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Amundi Pioneer does
not believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Amundi Pioneer has adopted procedures that it believes
are reasonably designed to detect and prevent violations of the federal
securities laws and to mitigate the potential for conflicts of interest to
affect its portfolio management decisions, there can be no assurance that all
conflicts will be identified or that all procedures will be effective in
mitigating the potential for such risks. Generally, the risks of such conflicts
of interest are increased to the extent that a portfolio manager has a
financial incentive to favor one account over another. Amundi Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest. See "Compensation of Portfolio
Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and
0
consistency with the accounts' investment objectives and policies. This
allocation methodology necessarily involves some subjective elements but is
intended over time to treat each client in an equitable and fair manner.
Generally, the investment opportunity is allocated among participating
accounts on a pro rata basis. Although Amundi Pioneer believes that its
practices are reasonably designed to treat each client in an equitable and
fair manner, there may be instances where a fund may not participate, or may
participate to a lesser degree than other clients, in the allocation of an
investment opportunity.
o A portfolio manager could favor one account over another in the order in
which trades for the accounts are placed. If a portfolio manager determines
to purchase a security for more than one account in an aggregate amount that
may influence the market price of the security, accounts that purchased or
sold the security first may receive a more favorable price than accounts
that made subsequent transactions. The less liquid the market for the
security or the greater the percentage that the proposed aggregate purchases
or sales represent of average daily trading volume, the greater the
potential for accounts that make subsequent purchases or sales to receive a
less favorable price. When a portfolio manager intends to trade the same
security on the same day for more than one account, the trades typically are
"bunched," which means that the trades for the individual accounts are
aggregated and each account receives the same price. There are some types of
accounts as to which bunching may not be possible for contractual reasons
(such as directed brokerage arrangements). Circumstances may also arise
where the trader believes that bunching the orders may not result in the
best possible price. Where those accounts or circumstances are involved,
Amundi Pioneer will place the order in a manner intended to result in as
favorable a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater degree
than other accounts managed by the portfolio manager. If, for example, the
portfolio manager receives a bonus based upon the performance of certain
accounts relative to a benchmark while other accounts are disregarded for
this purpose, the portfolio manager will have a financial incentive to seek
to have the accounts that determine the portfolio manager's bonus achieve
the best possible performance to the possible detriment of other accounts.
Similarly, if Amundi Pioneer receives a performance-based advisory fee, the
portfolio manager may favor that account, whether or not the performance of
that account directly determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has a
beneficial interest in the account, in order to benefit a large client or to
compensate a client that had poor returns. For example, if the portfolio
manager held an interest in an investment partnership that was one of the
accounts managed by the portfolio manager, the portfolio manager would have
an economic incentive to favor the account in which the portfolio manager
held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise. For
example, if a portfolio manager purchases a security for one account and
sells the same security for another account, such trading pattern may
disadvantage either the account that is long or short. In making portfolio
manager assignments, Amundi Pioneer seeks to avoid such potentially
conflicting situations. However, where a portfolio manager is responsible
for accounts with differing investment objectives and policies, it is
possible that the portfolio manager will conclude that it is in the best
interest of one account to sell a portfolio security while another account
continues to hold or increase the holding in such security.
COMPENSATION OF PORTFOLIO MANAGER
Amundi Pioneer has adopted a system of compensation for portfolio managers that
seeks to align the financial interests of the portfolio managers with those of
shareholders of the accounts (including Pioneer funds) the portfolio managers
manage, as well as with the financial performance of Amundi Pioneer. The
compensation program for all Amundi Pioneer portfolio managers includes a base
salary (determined by the rank and tenure of the employee) and an annual bonus
program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Amundi Pioneer seeks to set base compensation at market rates,
taking into account the
1
experience and responsibilities of the portfolio manager. The bonus plan is
intended to provide a competitive level of annual bonus compensation that is
tied to the portfolio manager achieving superior investment performance and
align the interests of the investment professional with those of shareholders,
as well as with the financial performance of Amundi Pioneer. Any bonus under
the plan is completely discretionary, with a maximum annual bonus that may be
in excess of base salary. The annual bonus is based upon a combination of the
following factors:
o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance
calculation is based on pre-tax investment performance of all of the
accounts managed by the portfolio manager (which includes the fund and any
other accounts managed by the portfolio manager) over a one-year period (20%
weighting) and four-year period (80% weighting), measured for periods ending
on December 31. The accounts, which include the fund, are ranked against a
group of mutual funds with similar investment objectives and investment
focus (60%) and a broad-based securities market index measuring the
performance of the same type of securities in which the accounts invest
(40%), which, in the case of the fund, is the Bank of America Merrill Lynch
High Yield Master II Index. As a result of these two benchmarks, the
performance of the portfolio manager for compensation purposes is measured
against the criteria that are relevant to the portfolio manager's
competitive universe.
o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
to all of the accounts managed by the portfolio manager includes objectives,
such as effectiveness in the areas of teamwork, leadership, communications
and marketing, that are mutually established and evaluated by each portfolio
manager and management.
o AMUNDI PIONEER RESULTS AND BUSINESS LINE RESULTS. Amundi Pioneer's financial
performance, as well as the investment performance of its investment
management group, affect a portfolio manager's actual bonus by a leverage
factor of plus or minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers participate in other programs designed to reward and
retain key contributors. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGER
The following table indicates as of March 31, 2019 the value, within the
indicated range, of shares beneficially owned by the portfolio manager of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
Andrew Feltus C
--------------------------- ---------------------
Matthew Shulkin A
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
2
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
(a) If the registrant is a closed-end management investment company,
provide the following dollar amounts of income and compensation related
to the securities lending activities of the registrant during its most
recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities
lending activities and related services: any share of revenue generated
by the securities lending program paid to the securities lending agent(s)
(revenue split); fees paid for cash collateral management services
(including fees deducted from a pooled cash collateral reinvestment
vehicle) that are not included in the revenue split; administrative
fees that are not included in the revenue split; fees for
indemnification that are not included in the revenue split; rebates
paid to borrowers; and any other fees relating to the securities lending
program that are not included in the revenue split, including a description
of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in
paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee
is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe
the services provided to the registrant by the securities lending agent in
the registrants most recent fiscal year.
N/A
ITEM 13. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer High Income Trust
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date June 3, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date June 3, 2019
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date June 3, 2019
* Print the name and title of each signing officer under his or her signature.