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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21321
Pioneer Municipal High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: April 30
Date of reporting period: May 1, 2010 through October 31, 2010
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
Semiannual Report | October 31, 2010
--------------------------------------------------------------------------------
Ticker Symbol: MHI
[LOGO] PIONEER
Investments(R)
visit us: pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 7
Prices and Distributions 8
Performance Update 9
Schedule of Investments 10
Financial Statements 20
Financial Highlights 23
Notes to Financial Statements 25
Trustees, Officers and Service Providers 35
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 1
President's Letter
Dear Shareowner,
Through the first nine months of 2010, the U.S. economy moved forward on a slow
path to recovery. But with the memory of a deep recession still lingering,
businesses and consumers remained cautious about both investing and spending.
While business fundamentals showed signs of improvement, there was still a
reluctance to hire, and high unemployment remains a problem. Wary investors,
concerned about risk, gravitated towards cash and bonds. We remain generally
optimistic about the prospects for economic recovery, although it may occur
more slowly than many would like.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. This strategy has generally performed well for
many investors. Bond markets certainly rewarded investors in the first nine
months of 2010. While the equity markets barely budged, equities at the end of
September 2010 were inexpensive relative to bonds, compared with historic
levels, and represented potentially good value for long-term investors.
Pioneer has not changed the basic approach to investing that we have used for
more than 80 years. We remain focused on company fundamentals and risk
management. Our investment process is based on careful research into individual
companies, quantitative analysis, and active portfolio management. This
three-pillared process, which we apply to each of our portfolios, is supported
by an integrated team approach and is designed to carefully balance risk and
reward. Our experienced professionals devote themselves to the careful research
needed to identify investment opportunities in markets around the world.
Our advice, as always, is to work closely with a trusted financial advisor to
discuss your goals and work together to develop an investment strategy that
meets your individual needs. There is no single best strategy that works for
every investor.
2 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
We invite you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
www.pioneerinvestments.com. We greatly appreciate your trust in us and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of the opinion of the Trust's management as of the date of this
report. These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 3
Portfolio Management Discussion | 10/31/10
In the following interview, David Eurkus discusses the market environment and
some of the factors that affected the performance of Pioneer Municipal High
Income Trust over the six months ended October 31, 2010. Mr. Eurkus, senior
vice president, is a member of Pioneer's fixed-income team and is responsible
for the day-to-day management of the Trust's portfolio.
Q How did the Trust perform over the six months ended October 31, 2010?
A Over the six months ended October 31, 2010, the Trust returned 7.07% at net
asset value and 9.56% at market price, while the Trust's benchmarks, the
Barclays Capital High Yield Municipal Bond Index and the Barclays Capital
Municipal Bond Index, returned 6.71% and 3.95%, respectively. Unlike the
Trust, the two Barclays Capital indices are not leveraged. At the end of the
six-month period, the Trust held 120 issues in 34 states and the District of
Columbia. As of October 31, 2010, the Trust's 30-day SEC yield was 6.50%. The
Trust's taxable equivalent yield as of October 31, 2010, based on the maximum
Federal income tax rate of 35%, was 10.97%. Approximately 12% of the Trust's
investments were subject to the Federal Alternative Minimum Tax (AMT).
Q What was the investment environment like for the Trust over the six months
ended October 31, 2010?
A The investment environment for both the municipal bond market and the Trust
was positive over the six-month period, as market interest rates continued to
decline. In a slow-growing economy, inflation remained subdued and the
Federal Reserve System (the Fed) maintained an accommodative monetary policy
designed to stimulate economic growth. Against that backdrop, demand for
municipal securities was robust, as traditional and non-traditional buyers
came into the market.
Q How did you position the Trust in that positive environment over the six
months ended October 31, 2010?
A At the end of the six-month period, we had 57.7% of the Trust's total
investment portfolio invested in investment-grade bonds, and 40.7% of the
Trust's total investment portfolio in below-investment-grade bonds. The Trust
also had a 1.6% cash position as part of its total investment portfolio. At
the end of the period, 24.5% of the Trust's total investment portfolio was
financed by borrowings. The positioning aided the Trust's performance, as
there were no significant disappointments in the Trust's portfolio and, in
general both the investment-grade and below-investment grade securities fared
well during the six months ended October 31, 2010.
4 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
We did not make any significant changes to the Trust during the six-month
period. More than a year ago, we had positioned the Trust's portfolio to
take advantage of market areas that we felt had become oversold during the
financial crisis of 2008. We were particularly drawn to sectors that
typically support the U.S. economy, such as health care, transportation and
education, and that approach has benefited the Trust's performance. Over
the six months ended October 31, 2010, the Trust remained fully invested
and diversified. As of October 31, 2010, health care (28.7% of the Trust's
total investment portfolio) was the biggest sector position in the Trust,
followed by transportation (15.6% of the Trust's total investment
portfolio), and education (6.1% of the Trust's total investment portfolio).
The Trust also had an allocation of tobacco settlement revenue bonds which
are allocated amongst various states. (8.2% of the Trust's total investment
portfolio), as well as to the housing, pollution control and power and
water sectors.
All of the Trust's portfolio securities were held in revenue bonds, which
are dependent upon revenues generated from the particular asset the bond
was issued to finance in order to make interest and principal payments. For
example, a bond issued to fund a continuing care retirement community is
backed by the revenues that accrue from the users of the facility.
Q Could you discuss some securities that were strong performers for the Trust
during the six months ended October 31, 2010, and some that were
disappointments?
A Among the Trust's better-performing holdings during the six months ended
October 31, 2010 were bonds issued by New Jersey State Transportation
Authority, which contributed 30 basis points to the Trust's performance, and
bonds issued by Connecticut Health and Education Authority (for Yale
University).
Two of the Trust's disappointments during the six-month period were Non-
Profit Preferred Funding Trust, and bonds issued by Metropolitan Pier and
Exposition Authority (Illinois).
Q What is your outlook?
A As we look ahead, we believe the environment for municipal bonds, in which
the Trust invests, should continue to be positive. We expect economic growth
to be slow, but steady, and believe that the Fed will keep interest rates at
current levels into 2011.
State and municipal governments are under budget pressure. We continue to
monitor this situation closely and we are aware of the differences between
revenue bonds and general obligation bonds. We believe that the market for
municipal bonds in general remains secure and that municipal bonds in
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 5
which the Trust invests should continue to provide investors with a
relatively stable and competitive stream of income.
Please refer to the Schedule of Investments on pages 10-19 for a full listing
of Trust securities.
Investments in high-yield or lower-rated securities are subject to
greater-than-average risk. The Trust may invest in securities of issuers that
are in default or that are in bankruptcy.
A portion of income may be subject to state, federal, and/or alternative
minimum tax. Capital gains, if any, are subject to a capital gains tax. When
interest rates rise, the prices of debt securities held by the Trust will
generally fall. Conversely, when interest rates fall the prices of debt
securities held by the Trust generally will rise. By concentrating in municipal
securities, the Trust is more susceptible to adverse economic, political or
regulatory developments than is a portfolio that invests more broadly.
Investments in the Trust are subject to possible loss due to the financial
failure of the issuers of the underlying securities and their issuer's
inability to meet their debt obligations.
The Trust uses leverage through the issuance of preferred shares. Leverage
creates significant risks, including the risk that the Trust's income or
capital appreciation will not be sufficient to cover the cost of leverage,
which may adversely affect the return for the holders of common shares. Since
February of 2008, regularly scheduled auctions for the Trust's preferred shares
have failed and preferred shareowners have not been able to sell their shares
at auction. The Board of Trustees of the Trust has considered, and continues to
consider, this issue.
The Trust is required to maintain certain regulatory and rating agency asset
coverage requirements in connection with its outstanding preferred shares. In
order to maintain required asset coverage levels, the Trust may be required to
alter the composition of its investment portfolio or take other actions, such
as redeeming preferred shares with the proceeds from portfolio transactions, at
what might be inopportune times in the market. Such actions could reduce the
net earnings or returns to holders of the Trust's common shares over time.
Risks of investing in the Trust are discussed in greater detail in the Trust's
original offering prospectus and in shareowner reports issued from time to
time.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareowner report regarding market or economic trends
or the factors influencing the Trust's historical or future performance are
statements of the opinion of Trust management as of the date of this report.
These statements should not be relied upon for any other purposes.
6 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Portfolio Summary | 10/31/10
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[The following data was represented as a pie chart in the printed material]
Health Revenue 30.7%
Airport Revenue 13.6%
Other Revenue 12.4%
Tobacco Revenue 11.8%
Insured 11.3%
Education Revenue 4.9%
Facilities Revenue 3.9%
Pollution Control Revenue 3.9%
Development Revenue 3.7%
Transportation Revenue 2.6%
Gaming Revenue 1.0%
Housing Revenue 0.2%
Portfolio Quality
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio; based on S&P ratings)
[The following data was represented as a pie chart in the printed material]
AAA 14.7%
AA 4.2%
A 5.8%
BBB 16.7%
BB 5.3%
B 8.7%
CCC 1.7%
Not Rated 42.9%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)*
1. New Jersey Economic Development Authority Revenue, 6.25%, 9/15/29 3.17%
2. Metropolitan Pier & Exposition Authority Dedicated State Tax Revenue, 0.0%, 6/15/22 3.16
3. Allegheny County Hospital Development Authority Revenue, 9.25%, 11/15/30 3.05
4. Connecticut Health & Educational Facilities Authority Revenue, RIB, 11.149%,
7/1/42 (144A) 2.95
5. Tobacco Settlement Financing Corp., 6.75%, 6/1/39 2.80
6. North Texas Tollway Authority Revenue, 5.75%, 1/1/33 2.57
7. Chicago O'Hare International Airport Special Facility Revenue Refunding Bonds,
5.5%, 12/1/30 2.43
8. New York State Dormitory Authority Revenue, RIB, 12.595%, 7/1/26 (144A) 2.33
9. Washington State General Obligation, 0.0%, 6/1/22 2.28
10. California State University Revenue, RIB, 9.075%, 11/1/39 (144A) 2.11
* This list excludes temporary cash investments. The portfolio is actively
managed, and currently holdings may be different. The holdings listed
should not be considered recommendations to buy or sell any security
listed.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 7
Prices and Distributions | 10/31/10
Market Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
10/31/10 4/30/10
--------------------------------------------------------------------------------
$ 15.14 $ 14.34
--------------------------------------------------------------------------------
Net Asset Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
10/31/10 4/30/10
--------------------------------------------------------------------------------
$ 14.30 $ 13.86
--------------------------------------------------------------------------------
Distributions per Common Share: 5/1/10-10/31/10
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
$ 0.525 $ -- $ --
--------------------------------------------------------------------------------
8 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Performance Update | 10/31/10
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 Municipal High Income Trust, compared to that of the
Barclays Capital Municipal Bond Index and Barclays Capital High Yield Municipal
Bond Index.
Cumulative Total Returns
(As of October 31, 2010)
----------------------------------------------------
Net Asset Market
Period Value (NAV) Price
----------------------------------------------------
Life-of-Trust
(7/17/2003) 63.53% 65.40%
5 Years 34.61 46.87
1 Year 16.98 23.48
----------------------------------------------------
[The following data was represented as a mountain chart in the printed material]
Value of $10,000 Investment
Barclays
Pioneer Capital Barclays
Municipal High Yield Capital
High Income Municipal Municipal
Trust Bond Index Bond Index
7/03 10,000 10,000 10,000
10,097 10,319 10,419
10/04 10,504 10,941 11,446
11,261 11,219 12,522
10/06 11,991 11,863 14,009
12,789 12,209 14,326
10/08 8,865 11,805 11,614
13,395 13,411 13,303
10/10 16,540 14,454 15,147
Call 1-800-225-6292 or visit www.pioneerinvestments.com for the most recent
month-end performance results. Current performance may be lower or higher than
the performance data quoted.
Performance data shown represents past performance. Past performance is no
guarantee of future results. Investment return and market price will fluctuate,
and your shares may trade below net asset value (NAV) due to such factors as
interest rate changes and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one-time public offering and once issued, shares of closed-end funds are sold
in the open market through a stock exchange and frequently trade at prices
lower than their NAV. NAV is total assets less total liabilities which includes
preferred shares, divided by the number of common shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends
are assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
The Barclays Capital Municipal Bond Index is a broad measure of the municipal
bond market. The Barclays Capital High Yield Municipal Bond Index totals over
$26 billion in market value and maintains over 1300 securities. Municipal bonds
in this index have the following requirements: maturities of one year or
greater, sub investment grade (below Baa or non-rated), fixed coupon rate,
issued after 12/31/90, deal size over $20 million, and maturity size of at
least $3 million. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Trust returns, do not reflect any fees, expenses or sales
charges. The indices are not leveraged. You cannot invest directly in the
indices.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 9
Schedule of Investments | 10/31/10 (unaudited)
-----------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
-----------------------------------------------------------------------------------------------------
TAX EXEMPT OBLIGATIONS -- 126.3% of Net Assets
Alabama -- 1.4%
$ 1,000,000 NR/NR Huntsville-Redstone Village Special Care Facilities
Financing Authority, 5.5%, 1/1/28 $ 878,550
4,500,000 NR/NR Huntsville-Redstone Village Special Care Facilities
Financing Authority, 5.5%, 1/1/43 3,583,440
------------
$ 4,461,990
-----------------------------------------------------------------------------------------------------
Arizona -- 2.4%
5,000,000 BBB-/Baa3 Apache County Industrial Development Authority,
5.85%, 3/1/28 $ 5,075,000
1,000,000 NR/Baa3 Pima County Industrial Development Authority,
6.75%, 7/1/31 1,003,680
960,000 NR/Baa3 Pima County Industrial Development Authority,
7.25%, 7/1/31 976,502
500,000 NR/Baa2 Yavapai County Industrial Development Authority,
6.0%, 8/1/33 506,260
------------
$ 7,561,442
-----------------------------------------------------------------------------------------------------
California -- 7.6%
7,885,000(a) AAA/NR California State University Revenue, RIB, 9.075%,
11/1/39 (144A) $ 8,726,881
602,382(b) NR/NR California Statewide Communities Development
Authority Environmental Facilities Revenue,
9.0%, 12/1/38 48,191
1,000,000 BB+/NR California Statewide Communities Development
Authority Revenue, 7.25%, 10/1/38 1,082,090
5,150,000+ AAA/Aaa Golden State Tobacco Securitization Corp., 7.8%,
6/1/42 6,079,420
7,000,000+ AAA/Aaa Golden State Tobacco Securitization Corp., 7.875%,
6/1/42 8,276,100
------------
$ 24,212,682
-----------------------------------------------------------------------------------------------------
Connecticut -- 5.1%
10,335,000(a) NR/Aaa Connecticut Health & Educational Facilities Authority
Revenue, RIB, 11.149%, 7/1/42 (144A) $ 12,199,641
5,000,000 B+/NR Mohegan Tribe Indians Gaming Authority, 6.25%,
1/1/31 4,141,150
------------
$ 16,340,791
-----------------------------------------------------------------------------------------------------
District of Columbia -- 3.4%
5,000,000 BBB/Baa3 District of Columbia Tobacco Settlement Financing
Corp., 6.5%, 5/15/33 $ 4,941,550
6,000,000 BBB/Baa3 District of Columbia Tobacco Settlement Financing
Corp., 6.75%, 5/15/40 6,003,120
------------
$ 10,944,670
-----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
10 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
------------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
------------------------------------------------------------------------------------------------------
Florida -- 5.2%
$ 1,700,000 NR/NR Beacon Lakes Community Development, 6.9%,
5/1/35 $ 1,705,219
1,000,000 NR/NR Florida Development Finance Corp, 6.0%, 9/15/40 998,540
1,000,000 NR/NR Hillsborough County Industrial Development Authority
Revenue, 8.0%, 8/15/32 1,420,470
2,390,000 NR/NR Liberty County Subordinate Revenue, 8.25%,
7/1/28 2,331,134
2,500,000 A-/A2 Miami-Dade County Aviation Revenue, 5.5%,
10/1/41 2,596,275
1,000,000 NR/NR St. Johns County Industrial Development Authority
Revenue, 5.25%, 1/1/26 848,710
2,000,000 NR/NR St. Johns County Industrial Development Authority
Revenue, 5.375%, 1/1/40 1,566,840
5,000,000 NR/Baa1 Tallahassee Health Facilities Revenue, 6.375%,
12/1/30 5,002,800
------------
$ 16,469,988
------------------------------------------------------------------------------------------------------
Georgia -- 2.6%
4,240,000(a) NR/Aa3 Atlanta Georgia Water & Waste Revenue, RIB,
9.075%, 11/1/43 (144A) $ 4,388,485
500,000 CCC+/NR Clayton County Development Authority Revenue,
9.0%, 6/1/35 545,150
2,400,000 NR/NR Fulton County Residential Care Facilities Revenue,
5.0%, 7/1/27 1,753,704
1,100,000 NR/NR Fulton County Residential Care Facilities Revenue,
5.125%, 7/1/42 724,108
1,000,000 NR/NR Rockdale County Development Authority Revenue,
6.125%, 1/1/34 1,004,890
------------
$ 8,416,337
------------------------------------------------------------------------------------------------------
Idaho -- 1.6%
5,000,000 BBB+/Baa1 Power County Industrial Development Corp., 6.45%,
8/1/32 $ 5,026,600
------------------------------------------------------------------------------------------------------
Illinois -- 14.4%
2,000,000(c) NR/NR Centerpoint Intermodal Center, 7.5%, 6/15/23
(144A) $ 2,020,000
12,000,000 NR/Caa2 Chicago O'Hare International Airport Special Facility
Revenue Refunding Bonds, 5.5%, 12/1/30 10,050,600
1,000,000 NR/NR Illinois Finance Authority Revenue, 6.0%, 11/15/27 782,860
4,000,000 NR/NR Illinois Finance Authority Revenue, 6.0%, 11/15/39 2,804,440
3,865,000 BBB+/NR Illinois Finance Authority Revenue, 6.0%, 8/15/38 3,950,185
2,000,000 AA+/Aa2 Illinois Finance Authority Revenue, 6.0%, 8/15/39 2,228,040
2,500,000 NR/Baa2 Illinois Finance Authority Revenue, 6.5%, 4/1/39 2,686,675
4,000,000 NR/NR Illinois Finance Authority Revenue, 8.25%, 5/15/45 3,954,640
2,500,000 NR/NR Illinois Finance Authority Revenue, 8.25%, 2/15/46 2,474,025
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 11
Schedule of Investments | 10/31/10 (unaudited) (continued)
------------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
------------------------------------------------------------------------------------------------------
Illinois -- (continued)
$ 1,500,000(b) NR/NR Illinois Health Facilities Authority Revenue, 6.9%,
11/15/33 $ 576,900
16,880,000(d) AAA/A2 Metropolitan Pier & Exposition Authority Dedicated
State Tax Revenue, 0.0%, 6/15/22 13,066,302
1,625,000 NR/NR Southwestern Illinois Development Authority
Revenue, 5.625%, 11/1/26 1,183,780
------------
$ 45,778,447
------------------------------------------------------------------------------------------------------
Indiana -- 3.6%
5,000,000 A+/A1 Indiana Health & Educational Facility Financing
Authority Hospital Revenue, 5.0%, 2/15/39 $ 4,816,450
4,300,000 BBB-/NR Indiana State Development Finance Authority
Revenue, 5.75%, 10/1/11 4,366,994
2,570,000 NR/NR Vigo County Hospital Authority Revenue, 5.8%,
9/1/47 (144A) 2,396,911
------------
$ 11,580,355
------------------------------------------------------------------------------------------------------
Louisiana -- 2.0%
1,500,000 BB+/Ba2 Louisiana Local Government Environmental Facilities
Revenue, 6.75%, 11/1/32 $ 1,591,440
5,000,000 NR/Baa1 Louisiana Public Facilities Authority Revenue, 5.5%,
5/15/47 4,912,500
------------
$ 6,503,940
------------------------------------------------------------------------------------------------------
Massachusetts -- 6.8%
5,000,000 A/NR Massachusetts Development Finance Agency
Revenue, 5.75%, 1/1/42 $ 5,692,700
2,360,000 NR/NR Massachusetts Development Finance Agency
Revenue, 7.1%, 7/1/32 2,169,383
1,000,000 AA/NR Massachusetts Educational Financing Authority
Revenue, 6.0%, 1/1/28 1,071,250
3,500,000 BBB/Baa2 Massachusetts Health & Educational Facilities
Authority Revenue, 6.25%, 7/1/22 3,556,280
4,500,000 NR/NR Massachusetts Health & Educational Facilities
Authority Revenue, 6.5%, 1/15/38 4,100,895
5,000,000 BB-/NR Massachusetts Health & Educational Facilities
Authority Revenue, 6.75%, 10/1/33 5,013,400
------------
$ 21,603,908
------------------------------------------------------------------------------------------------------
Michigan -- 3.5%
935,000 NR/NR Doctor Charles Drew Academy, 5.7%, 11/1/36 $ 612,275
1,340,000 NR/Ba1 Flint Michigan Hospital Building Authority Revenue,
5.25%, 7/1/16 1,324,724
1,500,000 BB/NR John Tolfree Health System Corp., 6.0%, 9/15/23 1,296,045
2,000,000 BB-/Ba3 Michigan State Hospital Finance Authority Revenue,
5.5%, 8/15/23 1,945,260
The accompanying notes are an integral part of these financial statements.
12 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
-----------------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
-----------------------------------------------------------------------------------------------------------
Michigan -- (continued)
$ 5,830,000 BB/NR Michigan Tobacco Settlement Finance Authority,
6.0%, 6/1/48 $ 4,635,142
1,450,000 BBB/NR Star International Academy Certificates of
Participation, 6.125%, 3/1/37 1,459,440
7,720,000(e)(g) NR/NR Wayne Charter Escrow, 0.0%, 12/1/15 77
------------
$ 11,272,963
-----------------------------------------------------------------------------------------------------------
Minnesota -- 0.5%
1,675,000 BB-/NR Duluth Economic Development Authority Health Care
Facilities Revenue, 7.25%, 6/15/32 $ 1,714,228
-----------------------------------------------------------------------------------------------------------
Mississippi -- 1.0%
3,000,000 BBB/Ba1 Mississippi Business Finance Corp., Pollution Control
Revenue, 5.9%, 5/1/22 $ 3,015,000
-----------------------------------------------------------------------------------------------------------
Montana -- 0.1%
1,600,000(b) NR/NR Two Rivers Authority, Inc. Correctional Facility
Improvement Revenue, 7.375%, 11/1/27 $ 232,832
-----------------------------------------------------------------------------------------------------------
Nebraska -- 0.2%
2,000,000(b)(f) NR/NR Grand Island Solid Waste Disposal Facilities
Revenue, 7.0%, 6/1/23 $ 570,100
-----------------------------------------------------------------------------------------------------------
Nevada -- 0.0%
2,000,000(b) NR/NR Nevada State Department of Business & Industry,
7.25%, 1/1/23 $ 20
-----------------------------------------------------------------------------------------------------------
New Jersey -- 11.7%
2,000,000 B/B3 New Jersey Economic Development Authority
Revenue, 6.25%, 9/15/19 $ 1,986,400
13,350,000 B/B3 New Jersey Economic Development Authority
Revenue, 6.25%, 9/15/29 13,082,466
6,150,000(c) B/B3 New Jersey Economic Development Authority
Revenue, 7.0%, 11/15/30 6,187,699
10,370,000 AA+/Aa1 New Jersey Transportation Trust Fund Authority,
0.0%, 12/15/27 4,578,977
10,000,000+ AAA/Aaa Tobacco Settlement Financing Corp., 6.75%,
6/1/39 11,554,200
------------
$ 37,389,742
-----------------------------------------------------------------------------------------------------------
New Mexico -- 1.2%
1,500,000 NR/NR Otero County New Mexico Project Revenue, 6.0%,
4/1/23 $ 1,293,645
2,960,000 NR/NR Otero County New Mexico Project Revenue, 6.0%,
4/1/28 2,454,343
------------
$ 3,747,988
-----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 13
Schedule of Investments | 10/31/10 (unaudited) (continued)
----------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
----------------------------------------------------------------------------------------------------
New York -- 7.6%
$ 3,000,000 NR/NR Dutchess County Industrial Development Agency
Revenue, 7.5%, 3/1/29 $ 3,014,670
2,000,000 BBB+/NR Hempstead Local Development Corp., Revenue
Bonds, 5.75%, 7/1/39 2,128,960
2,250,000 NR/NR Nassau County New York Industrial Development
Agency Revenue, 6.7%, 1/1/43 2,262,420
990,000 CCC+/Caa2 New York City Industrial Development Agency, 6.9%,
8/1/24 932,946
2,000,000 BB-/B1 New York City Industrial Development Agency,
7.625%, 12/1/32 2,049,000
1,000,000 NR/Ba1 New York State Dormitory Authority Revenue,
6.125%, 12/1/29 1,027,170
7,040,000(a) NR/Aaa New York State Dormitory Authority Revenue, RIB,
12.595%, 7/1/26 (144A) 9,638,464
3,000,000 NR/NR Suffolk County Industrial Development Agency,
7.25%, 1/1/30 3,005,850
------------
$ 24,059,480
----------------------------------------------------------------------------------------------------
North Carolina -- 2.9%
4,935,000 NR/NR Charlotte North Carolina Special Facilities Revenue,
5.6%, 7/1/27 $ 4,417,072
4,795,000 NR/NR Charlotte North Carolina Special Facilities Revenue,
7.75%, 2/1/28 4,804,494
------------
$ 9,221,566
----------------------------------------------------------------------------------------------------
Oklahoma -- 1.7%
1,225,000 B-/Caa2 Tulsa Municipal Airport Revenue, 6.25%, 6/1/20 $ 1,183,852
4,350,000 B-/Caa2 Tulsa Municipal Airport Revenue, 7.35%, 12/1/11 4,351,871
------------
$ 5,535,723
----------------------------------------------------------------------------------------------------
Pennsylvania -- 7.5%
3,000,000 BB-/B1 Allegheny County Hospital Development Authority
Revenue, 5.0%, 11/15/28 $ 2,380,020
1,550,000 NR/Baa2 Allegheny County Hospital Development Authority
Revenue, 5.125%, 5/1/25 1,445,871
12,300,000+ AAA/NR Allegheny County Hospital Development Authority
Revenue, 9.25%, 11/15/30 12,594,708
1,000,000 CCC/NR Columbia County Hospital Authority Health Care
Revenue, 5.9%, 6/1/29 866,840
755,000 BBB/Ba1 Hazleton Health Services Authority Hospital Revenue,
5.625%, 7/1/17 754,947
1,280,000(b) NR/Ca Langhorne Manor Borough Higher Education &
Health Authority Revenue, 7.35%, 7/1/22 661,811
5,000,000 B/Caa2 Pennsylvania Economic Development Financing
Authority Solid Waste Disposal Revenue,
6.0%, 6/1/31 4,840,250
The accompanying notes are an integral part of these financial statements.
14 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
---------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
Pennsylvania -- (continued)
$ 500,000 BBB+/NR Pennsylvania Higher Educational Facilities Authority
Revenue, 5.4%, 7/15/36 $ 503,210
------------
$ 24,047,657
---------------------------------------------------------------------------------------------------
Rhode Island -- 1.6%
6,000,000 NR/NR Central Falls Detention Facilities Revenue, 7.25%,
7/15/35 $ 5,229,360
---------------------------------------------------------------------------------------------------
South Carolina -- 1.4%
3,185,000+ BBB+/Baa1 South Carolina Jobs Economic Development
Authority Revenue, 6.375%, 8/1/34 $ 3,645,041
665,000+ BBB+/Baa1 South Carolina Jobs Economic Development
Authority Revenue, 6.375%, 8/1/34 764,783
------------
$ 4,409,824
---------------------------------------------------------------------------------------------------
Tennessee -- 4.7%
7,000,000+ NR/A2 Johnson City Health & Educational Facilities Board
Hospital Revenue, 7.5%, 7/1/33 $ 7,784,420
2,480,000 NR/A1 Knox County Health, Educational & Housing Facilities
Board Hospital Revenue,
6.375%, 4/15/22 2,664,413
4,600,000 BBB+/NR Sullivan County Health, Educational & Housing
Facilities Board Hospital Revenue,
5.25%, 9/1/36 4,491,578
------------
$ 14,940,411
---------------------------------------------------------------------------------------------------
Texas -- 14.4%
1,345,000 NR/Ba2 Bexar County Housing Finance Corp., 8.0%,
12/1/36 $ 1,022,200
1,000,000 CCC+/Caa2 Dallas-Fort Worth International Airport Revenue,
6.0%, 11/1/14 992,510
4,000,000 NR/NR Decatur Hospital Authority Revenue, 7.0%, 9/1/25 4,034,160
769,709(b) NR/NR Gulf Coast Industrial Development Authority
Revenue, 7.0%, 12/1/36 61,577
3,750,000 CCC+/B3 Houston Airport System Special Facilities Revenue,
5.7%, 7/15/29 3,465,637
5,340,000 NR/NR Lubbock Health Facilities Development Corp.,
6.625%, 7/1/36 5,067,500
10,000,000 BBB+/A3 North Texas Tollway Authority Revenue, 5.75%,
1/1/33 10,619,800
2,810,000(a) NR/Aaa Northside Independent School District, RIB,
10.983%, 6/15/33 (144A) 3,144,812
2,000,000 NR/NR Tarrant County Cultural Education Facilities Finance
Corp., 8.0%, 11/15/34 2,008,760
1,000,000 NR/NR Tarrant County Cultural Education Facilities Finance
Corp., 8.125%, 11/15/39 1,040,660
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 15
Schedule of Investments | 10/31/10 (unaudited) (continued)
----------------------------------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
----------------------------------------------------------------------------------------------------------
Texas -- (continued)
$ 1,500,000 NR/NR Tarrant County Cultural Education Facilities Finance
Corp., 8.25%, 11/15/44 $ 1,568,340
7,040,000(a) NR/Aaa Texas State, RIB, 11.832%, 4/1/30 (144A) 8,337,331
5,000,000 NR/NR Willacy County Local Government Corp. Revenue,
6.875%, 9/1/28 4,535,500
------------
$ 45,898,787
----------------------------------------------------------------------------------------------------------
Utah -- 0.2%
800,000 NR/NR Spanish Fork City Charter School Revenue, 5.55%,
11/15/26 (144A) $ 709,640
----------------------------------------------------------------------------------------------------------
Vermont -- 0.5%
1,500,000 A-/Baa1 Vermont Educational & Health Buildings Financing
Agency Revenue, 6.0%, 10/1/28 $ 1,562,985
----------------------------------------------------------------------------------------------------------
Virginia -- 0.3%
1,000,000 BBB/Baa2 Peninsula Ports Authority, 6.0%, 4/1/33 $ 1,035,770
----------------------------------------------------------------------------------------------------------
Washington -- 9.1%
4,710,000 A+/Aa3 Spokane Public Facilities District Hotel/Motel Tax &
Sales, 5.75%, 12/1/27 $ 4,941,497
7,025,000 BBB/Baa3 Tobacco Settlement Authority Revenue, 6.625%,
6/1/32 7,128,338
14,315,000 AA+/Aa1 Washington State General Obligation, 0.0%, 6/1/22 9,422,992
3,795,000 A/A2 Washington State Health Care Facilities Authority
Revenue, 6.0%, 1/1/33 3,980,158
5,000,000 NR/NR Washington State Housing Finance Committee
Nonprofit Revenue, 5.625%, 1/1/27 3,572,500
------------
$ 29,045,485
----------------------------------------------------------------------------------------------------------
Wisconsin -- 0.1%
2,320,000(b)(f) NR/NR Aztalan Wisconsin Exempt Facilities Revenue, 7.5%,
5/1/18 $ 294,640
----------------------------------------------------------------------------------------------------------
TOTAL TAX-EXEMPT OBLIGATIONS
(Cost $384,193,331) $402,835,351
----------------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 2.1% of Net Assets
10,000,000(c)(f) NR/NR Non-Profit Preferred Funding Trust I, 12.0%,
9/15/37 (144A) $ 6,784,100
----------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED DEBT
OBLIGATION
(Cost $10,000,000) $ 6,784,100
----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
-----------------------------------------------------------------------------------
Shares Value
-----------------------------------------------------------------------------------
COMMON STOCK -- 1.1% of Net Assets
250,413(g) Delta Air Lines, Inc. $ 3,478,237
-----------------------------------------------------------------------------------
TOTAL COMMON STOCK
(Cost $6,612,756) $ 3,478,237
-----------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 129.5%
(Cost $400,806,087)(h)(i) $ 413,097,688
-----------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 2.1% $ 6,839,149
-----------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE -- (31.6)% $(101,003,012)
-----------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 318,933,825
===================================================================================
RIB Residual Interest Bonds
NR Security not rated by S&P or Moody's.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration. At
October 31, 2010, the value of these securities amounted to
$58,346,265, or 18.3% of net assets applicable to common shareowners.
+ Prerefunded bonds have been collateralized by U.S. Treasury securities
or U.S. Government Agencies which are held in escrow to pay interest
and principal on the tax exempt issue and to retire the bonds in full
at the earliest refunding date.
(a) The interest rate is subject to change periodically and inversely based
upon prevailing market rates. The interest rate shown is the coupon
rate at October 31, 2010.
(b) Security is in default and is non-income producing.
(c) The interest rate is subject to change periodically. The interest rate
shown is the coupon rate at October 31, 2010.
(d) Debt obligation initially issued at one coupon rate which converts to a
higher coupon rate at a specific date. The rate shown is the coupon
rate at October 31, 2010.
(e) Security is valued using fair value methods (other than prices supplied
by independent pricing services) (see Note 1A).
(f) Indicates a security that has been deemed illiquid. The aggregate cost
of illiquid securities is $14,320,000. The aggregate fair value is
$7,648,840, or 2.4% of the net assets applicable to common shareowners.
(g) Non-income producing.
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 17
Schedule of Investments | 10/31/10 (unaudited) (continued)
(h) The concentration of investments by type of obligation/market sector is
as follows:
Insured:
NATL-RE 6.6%
AMBAC 1.4
FSA 1.1
MBIA 1.1
PSF 0.8
ACA 0.3
Revenue Bonds:
Health Revenue 30.7
Airport Revenue 13.6
Other Revenue 12.4
Tobacco Revenue 11.8
Education Revenue 4.9
Facilities Revenue 3.9
Pollution Control Revenue 3.9
Development Revenue 3.7
Transportation Revenue 2.6
Gaming Revenue 1.0
Housing Revenue 0.2
-----
100.0%
======
(i) At October 31, 2010, the net unrealized gain on investments based on
cost for federal income tax purposes of $398,885,035 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 39,636,294
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (25,423,641)
------------
Net unrealized gain $ 14,212,653
============
For financial reporting purposes net unrealized gain on investments was
$12,291,601 and cost of investments aggregated $400,806,087.
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended October 31, 2010, aggregated $15,231,775 and $14,152,130,
respectively.
The accompanying notes are an integral part of these financial statements.
18 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels listed below.
Highest priority is given to Level 1 inputs and lowest priority is given to
Level 3.
Level 1 -- quoted prices in active markets for identical securities
Level 2 -- other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3 -- significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments)
The following is a summary of the inputs used as of October 31, 2010, in
valuing the Trust's investments:
----------------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
----------------------------------------------------------------------------------------------------------
Tax-exempt obligations $ -- $402,835,274 $-- $402,835,274
Tax-exempt obligations (Michigan) -- -- 77 77
Municipal collateralized debt obligation -- 6,784,100 -- 6,784,100
Common stock 3,478,237 -- -- 3,478,237
----------------------------------------------------------------------------------------------------------
Total $ 3,478,237 $409,619,374 $77 $413,097,688
==========================================================================================================
The following is a reconciliation of assets using significant unobservable
inputs (Level 3):
-------------------------------------------------------------
Tax-Exempt
Obligations
-------------------------------------------------------------
Balance as of 4/30/10 $--
Realized gain (loss) --
Change in unrealized appreciation (depreciation) --
Net purchases (sales) --
Transfers in and out of Level 3* 77
-------------------------------------------------------------
Balance as of 10/31/10 $77
=============================================================
* Transfers are calculated on the date of transfer.
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 19
Statement of Assets and Liabilities | 10/31/10 (unaudited)
ASSETS:
Investments in securities, at value (cost $400,806,087) $413,097,688
Receivables --
Investment securities sold 60,000
Interest 9,024,215
Prepaid expenses 38,238
----------------------------------------------------------------------------------
Total assets $422,220,141
----------------------------------------------------------------------------------
LIABILITIES:
Payables --
Due to custodian $ 1,947,084
Due to affiliates 223,659
Administration fee payable 25,021
Accrued expenses 87,540
----------------------------------------------------------------------------------
Total liabilities $ 2,283,304
----------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 4,040 shares,
including dividends payable of $3,012 $101,003,012
----------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $317,701,776
Undistributed net investment income 12,180,771
Accumulated net realized loss on investments (23,240,323)
Net unrealized gain on investments 12,291,601
----------------------------------------------------------------------------------
Net assets applicable to common shareowners $318,933,825
----------------------------------------------------------------------------------
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $318,933,825/22,309,009 common shares $ 14.30
==================================================================================
The accompanying notes are an integral part of these financial statements.
20 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Statement of Operations (unaudited)
For the Six Months Ended 10/31/10
INVESTMENT INCOME:
Interest $14,505,438
---------------------------------------------------------------------------------------------
EXPENSES:
Management fees $1,309,738
Administration fees 170,494
Transfer agent fees and expenses 6,000
Shareowner communication expenses 16,149
Auction agent fees 127,433
Custodian fees 9,212
Registration fees 10,056
Professional fees 38,414
Printing expense 13,153
Trustees' fees 5,631
Pricing fees 7,116
Miscellaneous 21,352
---------------------------------------------------------------------------------------------
Total expenses $ 1,734,748
---------------------------------------------------------------------------------------------
Net investment income $12,770,690
---------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investments $ 940,100
Change in net unrealized gain from investments 7,864,058
---------------------------------------------------------------------------------------------
Net gain on investments $ 8,804,158
---------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS FROM
NET INVESTMENT INCOME: $ (213,328)
---------------------------------------------------------------------------------------------
Net increase in net assets applicable to common shareowners
resulting from operations $21,361,520
---------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 21
Statement of Changes in Net Assets
For the Six Months Ended 10/31/10 and the Year Ended 4/30/10, respectively
-----------------------------------------------------------------------------------------------
Six Months
Ended
10/31/10 Year Ended
(unaudited) 4/30/10
-----------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 12,770,690 $ 25,942,123
Net realized gain (loss) on investments 940,100 (1,491,778)
Change in net unrealized gain (loss) on investments 7,864,058 56,977,837
Distributions to preferred shareowners from net
investment income (213,328) (468,476)
-----------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from operations $ 21,361,520 $ 80,959,706
-----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income
($0.53 and $0.97 per share, respectively) $(11,697,348) $(21,516,929)
-----------------------------------------------------------------------------------------------
Total distributions to common shareowners $(11,697,348) $(21,516,929)
-----------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 813,666 $ 1,453,202
-----------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from Trust share transactions $ 813,666 $ 1,453,202
-----------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners $ 10,477,838 $ 60,895,979
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of period 308,455,987 247,560,008
-----------------------------------------------------------------------------------------------
End of period $318,933,825 $308,455,987
-----------------------------------------------------------------------------------------------
Undistributed net investment income $ 12,180,771 $ 11,320,757
===============================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Financial Highlights
----------------------------------------------------------------------------------------------------
Six Months
Ended Year
10/31/10 Ended
(unaudited) 4/30/10
----------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $ 13.86 $ 11.18
----------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 0.57 $ 1.17
Net realized and unrealized gain (loss) on investments and interest
rate swaps 0.41 2.50
Dividends and distributions to preferred shareowners from:
Net investment income (0.01) (0.02)
----------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.97 $ 3.65
Dividends and distributions to common shareowners from:
Net investment income (0.53) (0.97)
----------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.44 $ 2.68
----------------------------------------------------------------------------------------------------
Net asset value, end of period (b) $ 14.30 $ 13.86
====================================================================================================
Market value, end of period (b) $ 15.14 $ 14.34
====================================================================================================
Total return at market value (c) 9.56% 48.69%
Ratios to average net assets of common shareowners
Net expenses (d) 1.10%(f) 1.14%
Net investment income before preferred share dividends 8.09%(f) 9.07%
Preferred share dividends 0.16%(f) 0.16%
Net investment income available to common shareowners 7.95%(f) 8.91%
----------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended
4/30/09 4/30/08 4/30/07 4/30/06
----------------------------------------------------------------------------------------------------------------------
Per Common Share Operating Performance
Net asset value, beginning of period $ 14.07 $ 16.02 $ 15.15 $ 15.62
----------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 1.12 $ 1.08 $ 1.02 $ 1.02
Net realized and unrealized gain (loss) on investments and interest
rate swaps (3.05) (2.03) 0.78 (0.48)
Dividends and distributions to preferred shareowners from:
Net investment income (0.11) (0.17) (0.16) (0.12)
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ (2.04) $ (1.12) $ 1.64 $ 0.42
Dividends and distributions to common shareowners from:
Net investment income (0.85) (0.83) (0.77) (0.89)
----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (2.89) $ (1.95) $ 0.87 $ (0.47)
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period (b) $ 11.18 $ 14.07 $ 16.02 $ 15.15
======================================================================================================================
Market value, end of period (b) $ 10.40 $ 13.88 $ 15.05 $ 13.22
======================================================================================================================
Total return at market value (c) (18.85)% (2.28)% 20.04% (1.85)%
Ratios to average net assets of common shareowners
Net expenses (d) 1.19% 1.03% 1.06% 1.03%
Net investment income before preferred share dividends 9.36% 7.17% 6.49% 6.64%
Preferred share dividends 0.95% 1.13% 1.01% 0.80%
Net investment income available to common shareowners 8.41% 6.04% 5.48% 5.84%
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
23
Financial Highlights (continued)
----------------------------------------------------------------------------------------------------
Six Months
Ended Year
10/31/10 Ended
(unaudited) 4/30/10
----------------------------------------------------------------------------------------------------
Portfolio turnover 3% 11%
Net assets of common shareowners, end of period (in thousands) $318,934 $308,456
Preferred shares outstanding (in thousands) $101,000 $101,000
Asset coverage per preferred share, end of period $103,945 $101,351
Average market value per preferred share (e) $25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $25,000 $ 25,001
Ratios to average net assets of common shareowners before waivers
and reimbursement of expenses
Net expenses (d) 1.10%(f) 1.14%
Net investment income before preferred share dividends 8.09%(f) 9.07%
Preferred share dividends 0.16%(f) 0.16%
Net investment income available to common shareowners 7.95%(f) 8.91%
====================================================================================================
------------------------------------------------------------------------------------------------------------------------
Year Year Year Year
Ended Ended Ended Ended
4/30/09 4/30/08 4/30/07 4/30/06
------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 16% 17% 18% 20%
Net assets of common shareowners, end of period (in thousands) $247,560 $311,231 $354,486 $335,121
Preferred shares outstanding (in thousands) $101,000 $101,000 $101,000 $101,000
Asset coverage per preferred share, end of period $ 86,278 $102,047 $112,759 $107,962
Average market value per preferred share (e) $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,001 $ 25,010 $ 25,014 $ 25,011
Ratios to average net assets of common shareowners before waivers
and reimbursement of expenses
Net expenses (d) 1.19% 1.03% 1.06% 1.03%
Net investment income before preferred share dividends 9.36% 7.17% 6.49% 6.64%
Preferred share dividends 0.95% 1.13% 1.01% 0.80%
Net investment income available to common shareowners 8.41% 6.04% 5.48% 5.84%
========================================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and
Saturday.
(c) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and
distributions, if any, are assumed for purposes of this calculation to be
reinvested at prices obtained under the Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(d) Expense ratios do not reflect the effect of dividend payments to preferred
shareowners.
(e) Market value is redemption value without an active market.
(f) Annualized.
The information above represents the operating performance data for a common
share outstanding, total investment return, ratios to average net assets and
other supplemental data for the periods indicated. This information has been
determined based upon financial information provided in the financial statements
and market value data for the Trust's common shares.
The accompanying notes are an integral part of these financial statements.
24 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Notes to Financial Statements | 10/31/10 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Municipal High Income Trust (the Trust) was organized as a Delaware
statutory trust on March 13, 2003. Prior to commencing operations on July 21,
2003, the Trust had no operations other than matters relating to its
organization and registration as a diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended. The primary
investment objective of the Trust is to seek a high level of current income
exempt from regular federal income tax and, as a secondary investment objective,
the Trust may seek capital appreciation to the extent consistent with its
primary investment objective.
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. Information regarding the Trust's principal risks
is contained in the Trust's original offering prospectus, with additional
information included in the Trust's shareowner reports issued from time to time.
Please refer to that document when considering the Trust's principal risks.
The Trust may invest in both investment grade and below investment grade
(high-yield) municipal securities with a broad range of maturities and credit
ratings. Debt securities rated below investment grade are commonly referred to
as "junk bonds" and are considered speculative. These securities involve greater
risk of loss, are subject to greater price volatility, and are less liquid,
especially during periods of economic uncertainty or change, than higher rated
debt securities.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gains or losses 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, which are consistent with
those policies generally accepted in the investment company industry:
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 25
A. Security Valuation
Security transactions are recorded as of trade date. 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 with remaining maturity of more than sixty days are valued at
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. Valuations may be
supplemented by dealers and other sources, as required. Equity securities
that have traded on an exchange are valued at 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. The values of interest rate swaps are determined by obtaining
dealer quotations. Securities for which independent pricing services are
unable to supply prices or for which market prices and/or quotations are not
readily available or are considered to be unreliable are valued using fair
value methods pursuant to procedures adopted by the Board of Trustees.
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. Thus, the valuation of the Trust's securities may differ from
exchange prices. At October 31, 2010, one security was valued using fair
value methods (in addition to securities valued using prices supplied by
independent pricing services) representing 0.00% of net assets. 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. Short-term fixed income securities with remaining
maturities of sixty days or less are generally valued at amortized cost.
Discount and premium on debt securities are accreted or amortized,
respectively, daily into interest income on a yield-to-maturity basis with a
corresponding increase or decrease in the cost basis of the security.
Interest income, including interest-bearing cash accounts, is recorded on an
accrual basis.
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.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
26 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
B. Federal Income Taxes
It is the Trust's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income and net realized capital gains, if any, to its
shareowners. Therefore, no federal income tax provision is required. Tax
years for the prior three fiscal years remain subject to examination by tax
authorities.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Trust's distributions may be
shown in the accompanying financial statements as either from or in excess
of net investment income or net realized gain (loss) on investment
transactions, or as from paid in-capital, depending on the type of book/tax
differences that may exist.
The tax character of current year distributions payable to common and
preferred shareowners will be determined at the end of the current taxable
year. The tax character of distributions paid to common and preferred
shareowners during the year ended April 30, 2010 was as follows:
---------------------------------------------
2010
---------------------------------------------
Distributions paid from:
Tax exempt income $21,528,535
Ordinary income 456,870
---------------------------------------------
Total $21,985,405
=============================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at April 30, 2010.
-----------------------------------------------------
2010
-----------------------------------------------------
Distributable earnings:
Undistributed tax-exempt income $ 9,313,854
Undistributed ordinary income 5,590
Capital loss carryforward (24,059,892)
Post-October loss deferred (37,016)
Dividend payable (3,254)
Unrealized appreciation 6,348,595
-----------------------------------------------------
Total $ (8,432,123)
=====================================================
The difference between book-basis and tax-basis unrealized appreciation is
primarily attributable to the difference between book and tax amortization
methods for premiums and discounts on fixed income securities, book/tax
difference in the accrual of income on securities in default, the deferral
of post-October capital losses for tax purposes and other temporary
differences.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 27
C. Automatic Dividend Reinvestment Plan
All common 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 common shares
of the Trust in lieu of cash. Shareowners may elect not to participate in
the Plan. Shareowners not participating in the Plan receive all dividends
and capital gain distributions in cash. Participation in the Plan is
completely voluntary and may be terminated or resumed at any time without
penalty by notifying American Stock Transfer & Trust Company, the agent for
shareowners in administering the Plan (the Plan Agent), in writing prior to
any dividend record date; otherwise such termination or resumption will be
effective with respect to any subsequently declared dividend or other
distribution.
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 common shares of
the Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional unissued
but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If,
on the payment date for any dividend, the net asset value per common share
is equal to or less than the market price per share plus estimated brokerage
trading fees (market premium), the Plan Agent will invest the dividend
amount in newly issued common shares. The number of newly issued common
shares to be credited to each account will be determined by dividing the
dollar amount of the dividend by the net asset value per common share on the
date the shares are issued, provided that the maximum discount from the then
current market price per share on the date of issuance does not exceed 5%.
If, on the payment date for any dividend, the net asset value per common
share is greater than the market value (market discount), the Plan Agent
will invest the dividend amount in common shares acquired in open-market
purchases. There are no brokerage charges with respect to newly issued
common shares. However, each participant will pay a pro rata share of
brokerage trading fees incurred with respect to the Plan Agent's open-market
purchases. Participating in the Plan does not relieve shareowners from any
federal, state or local taxes which may be due on dividends paid in any
taxable year. Shareowners holding Plan shares in a brokerage account may not
be able to transfer the shares to another broker and continue to participate
in the Plan.
28 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), the Trust's investment adviser, a
wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit), manages the
Trust's portfolio. Management fees payable under the Trust's Advisory Agreement
with PIM are calculated daily at the annual rate of 0.60% of the Trust's average
daily managed assets. "Managed assets" means (a) the total assets of the Trust,
including any form of investment leverage, minus (b) all accrued liabilities
incurred in the normal course of operations, which shall not include any
liabilities or obligations attributable to investment leverage obtained through
(i) indebtedness of any type (including, without limitation, borrowing through a
credit facility or the issuance of debt securities), (ii) the issuance of
preferred stock or other similar preference securities, and/or (iii) any other
means. For the six months ended October 31, 2010, the net management fee was
equivalent to 0.60% of the Trust's average daily managed assets, which was
equivalent to 0.83% of the Trust's average daily net assets attributable to the
common shareowners.
In addition, under PIM's management and administration agreements, certain other
services and costs are paid by PIM and reimbursed by the Trust. At October 31,
2010, $223,659 was payable to PIM related to management costs, administrative
costs and certain other services and is included in "Due to affiliates" on the
Statement of Assets and Liabilities.
Effective September 1, 2010 PIM has retained State Street Bank and Trust Company
(State Street) to provide certain administrative and accounting services to the
Trust on its behalf. For such services, PIM pays State Street a monthly fee at
an annual rate of 0.07% of the Trust's managed assets up to $500 million and
0.03% for managed assets in excess of $500 million, subject to a minimum monthly
fee of $10,000. Previously, PIM had retained Princeton Administrators, LLC
(Princeton) to provide such services. PIM paid Princeton a monthly fee at an
annual rate of 0.07% of the average daily value of the Trust's managed assets up
to $500 million and 0.03% for average daily managed assets in excess of $500
million, subject to a minimum monthly fee of $10,000. Neither State Street nor
Princeton received compensation directly from the Trust for providing such
services.
3. Transfer Agents
Pioneer Investment Management Shareholder Services, Inc. (PIMSS), a wholly owned
indirect subsidiary of UniCredit, through a sub-transfer agency agreement with
American Stock Transfer & Trust Company, provides substantially all transfer
agent and shareowner services related to the Trust's common shares at negotiated
rates. Deutsche Bank Trust Company Americas (Deutsche Bank) is the transfer
agent, registrar, dividend paying agent and auction agent with respect to the
Trust's Auction Preferred Shares (APS). The Trust pays Deutsche
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 29
Bank an annual fee, as is agreed to from time to time by the Trust and Deutsche
Bank, for providing such services.
In addition, the Trust reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareholder communications activities such as proxy and
statement mailings and outgoing phone calls.
4. Interest Rate Swaps
The Trust may enter into interest rate swap transactions to attempt to protect
itself from increasing dividend or interest expense on its leverage resulting
from increasing short-term interest rates. The cost of leverage may rise with an
increase in interest rates, generally having the effect of lower yields and
potentially lower dividends to common shareowners. Interest rate swaps can be
used to "lock in" the cost of leverage and reduce the negative impact that
rising short-term interest rates would have on the Trust's leveraging costs.
An interest rate swap is an agreement between two parties, which involves
exchanging a floating rate and fixed rate interest payments for a specified
period of time. Interest rate swaps involve the accrual of the net interest
payments between the parties on a daily basis, with the net amount recorded
within the unrealized appreciation/depreciation of interest rate swaps on the
Statement of Assets and Liabilities. Once the interim payments are settled in
cash, at the pre-determined dates specified in the agreement, the net amount is
recorded as realized gain or loss from interest rate swaps on the Statement of
Operations. During the term of the swap, changes in the value of the swap are
recognized as unrealized gains and losses by "marking-to-market" the value of
the swap based on values obtained from dealer quotations. When the swap is
terminated, the Trust will record a realized gain or loss equal to the
difference, if any, between the proceeds from (or cost of) closing the contract
and the cost basis of the contract. The Trust is exposed to credit risk in the
event of non-performance by the other party to the interest rate swap. Risk may
also arise with regard to market movements in the value of the swap arrangement
that do not exactly offset the changes in the related dividend requirement or
interest expense on the Trust's leverage.
There were no interest rate swap contracts outstanding at October 31, 2010.
5. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
30 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Transactions in common shares of beneficial interest for the six months ended
October 31, 2010 and the year ended April 30, 2010 were as follows:
------------------------------------------------------------------------
10/10 4/10
------------------------------------------------------------------------
Shares outstanding at beginning of period 22,251,232 22,140,525
Reinvestment of distributions 57,777 110,707
------------------------------------------------------------------------
Shares outstanding at end of period 22,309,009 22,251,232
========================================================================
The Trust may classify or reclassify any unissued common shares of beneficial
interest into one or more series of preferred shares of beneficial interest. As
of October 31, 2010, there were 4,040 APS as follows: Series A-2,000 and Series
B-2,040.
Dividends on Series A and Series B are cumulative at a rate which is reset every
seven days based on the results of an auction. An auction fails if there are
more APS offered for sale than there are buyers. When an auction fails, the
dividend rate for the period will be the maximum rate on the auction dates
described in the prospectus for the APS. Preferred shareowners will not be able
to sell their APS at an auction if the auction fails. Since February 2008, the
Trust's auctions related to the APS have failed. The maximum rate for the 7-Day
Series is 110% of the 7 day commercial rate or Kenny rate. Dividend rates ranged
from 0.319% to 0.472% during the six months ended October 31, 2010.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, the Trust does not comply with the asset coverage
ratios described in the prospectus for the APS.
The APS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The APS are also subject to mandatory
redemption at $25,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Trust as set forth in the Statement of
Preferences are not satisfied.
The holders of APS have voting rights equal to the holders of the Trust's common
shares (one vote per share) and will vote together with holders of the common
shares as a single class. Holders of APS are also entitled to elect two of the
Trust's Trustees. In addition, the Investment Company Act of 1940, as amended,
requires that along with approval by shareowners that might otherwise be
required, the approval of the holders of a majority of any outstanding preferred
shares, voting separately as a class, would be required to (a) adopt any plan of
reorganization that would adversely affect the preferred shares and (b) take any
action requiring a vote of security holders, including, among other things,
changes in the Trust's subclassification as a closed-end management investment
company or changes in its fundamental investment restrictions.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 31
6. Subsequent Events
Subsequent to October 31, 2010, the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.09 per common share
payable on November 30, 2010 to shareowners of record on November 16, 2010.
Subsequent to October 31, 2010, dividends declared and paid on preferred shares
totaled $66,193 in aggregate for the two outstanding preferred share series
through December 24, 2010.
In preparing these financial statements, PIM has evaluated the impact of all
events and transactions for potential recognition or disclosure and has
determined that other than disclosed above, there were no subsequent events
requiring recognition or disclosure in the financial statements.
32 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
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. There have been no changes in the principal risk
factors associated with investment in the Trust. There were no changes in the
persons who are primarily responsible for the day-to-day management of the
Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 33
Results of Shareholder Meeting (unaudited)
At the annual meeting of shareowners held on September 22, 2010 shareowners of
Pioneer Municipal High Income Trust were asked to consider the proposal
described below. A report of the total votes cast by the Trust's shareholders
follows:
Proposal 1 -- To elect Class I Trustees.
--------------------------------------------------
Nominee For Withheld
--------------------------------------------------
David R. Bock 20,693,296 638,910
Stephen K. West 20,622,258 709,948
John F. Cogan, Jr.+ 2,737 166
------------------
+ Elected by Preferred Shares only
34 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
Trustees, Officers and Service Providers
Trustees Officers
John F. Cogan, Jr., Chairman John F. Cogan, Jr., President
David R. Bock Daniel K. Kingsbury, Executive
Mary K. Bush Vice President
Benjamin M. Friedman Mark E. Bradley, Treasurer
Margaret B.W. Graham Christopher J. Kelley, Secretary
Daniel K. Kingsbury
Thomas J. Perna
Marguerite A. Piret
Stephen K. West
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Legal Counsel
Bingham McCutchen LLP
Transfer Agent
Pioneer Investment Management Shareholder Services, Inc.
Shareowner Services and Sub-Transfer Agent
American Stock Transfer & Trust Company
Preferred Share Auction/Transfer Agent and Registrar
Deutsche Bank Trust Company Americas
Sub-Administrator
State Street Bank and 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 pioneerinvestments.com. This information is also available on the
Securities and Exchange Commission's web site at http://www.sec.gov.
The Statement of Additional Information of the Fund includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10 35
This page for your notes.
36 Pioneer Municipal High Income Trust | Semiannual Report | 10/31/10
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Visit our web site: www.amstock.com
For additional information, please contact your investment advisor or visit our
web site www.pioneerinvestments.com.
The Trust files a complete statement of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form also may be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Trust, including fees
associated with the filings to update its Form N-2 and issuance
of comfort letters, totaled approximately $41,600 in 2010 and
$41,300 in 2009.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
N/A
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
N/A
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
N/A
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognize the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognize that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
----------------------- --------------------------- -----------------------------------------------
------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- -------------------------
------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
----------------------- --------------------------- -----------------------------------------------
--------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
--------------------------------------------------------------------------------
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Non-Audit Services
Beginning with non-audit service contracts entered into on or
after May 6, 2003, the effective date of the new SEC pre-
approval rules, the Trust's audit committee is required to pre-
approve services to affiliates defined by SEC rules to the
extent that the services are determined to have a direct impact
on the operations or financial reporting of the Trust. For the
years ended April 30, 2010 and 2009, there were no services
provided to an affiliate that required the Trust's audit
committee pre-approval.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
N/A
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
The Fund's audit committee of the Board of Trustees has considered
whether the provision of non-audit services that were rendered to the
Affiliates (as defined) that were not pre- approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
The registrant has a separately-designated standing audit
committe eestablished in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
2
Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
11
Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
12
We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
13
We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
16
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
Additional Information About the Portfolio Managers
Other Accounts Managed by the Portfolio Managers. The table below indicates, for
each portfolio manager of the fund, information about the accounts other than
the fund over which the portfolio manager has day-to-day investment
responsibility. All information on the number of accounts and total assets in
the table is as of April 30, 2010. For purposes of the table, "Other Pooled
Investment Vehicles" may include investment partnerships, undertakings for
collective investments in transferable securities ("UCITS") and other non-U.S.
investment funds and group trusts, and "Other Accounts" may include separate
accounts for institutions or individuals, insurance company general or separate
accounts, pension funds and other similar institutional accounts but generally
do not include the portfolio manager's personal investment accounts or those
which the manager may be deemed to own beneficially under the code of ethics.
Certain funds and other accounts managed by the portfolio manager may have
substantially similar investment strategies
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Name of Portfolio Type of Account Number of Total Assets Number of Assets Managed
Manager Accounts Managed Managed Accounts Managed for which
for which Advisory Fee is
Advisory Fee is Performance-Based
Performance-Based
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
David Eurkus Other Registered 3 $1,664,533,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 0 $0 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 1 $10,612,000 N/A N/A
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Name of Portfolio Type of Account Number of Total Assets Number of Assets Managed
Manager Accounts Managed Managed Accounts Managed for which
for which Advisory Fee is
Advisory Fee is Performance-Based
Performance-Based
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Timothy Pynchon Other Registered 3 $1,664,533,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 0 $0 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 0 $0 N/A N/A
--------------------- -------------------- ----------------- ------------------- ------------------ -------------------
Potential Conflicts of Interest. When a portfolio manager is responsible for the
management of more than one account, the potential arises for the portfolio
manager to favor one account over another. The principal types of potential
conflicts of interest that may arise are discussed below. For the reasons
outlined below, Pioneer does not believe that any material conflicts are likely
to arise out of a portfolio manager's responsibility for the management of the
fund as well as one or more other accounts. Although Pioneer has adopted
procedures that it believes are reasonably designed to detect and prevent
violations of the federal securities laws and to mitigate the potential for
conflicts of interest to affect its portfolio management decisions, there can be
no assurance that all conflicts will be identified or that all procedures will
be effective in mitigating the potential for such risks. Generally, the risks of
such conflicts of interest are increased to the extent that a portfolio manager
has a financial incentive to favor one account over another. Pioneer has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest. See "Compensation of Portfolio
Managers" below.
o A portfolio manager could favor one account over another in allocating
new investment opportunities that have limited supply, such as initial
public offerings and private placements. If, for example, an initial
public offering that was expected to appreciate in value significantly
shortly after the offering was allocated to a single account, that
account may be expected to have better investment performance than
other accounts that did not receive an allocation of the initial public
offering. Generally, investments for which there is limited
availability are allocated based upon a range of factors including
available cash and consistency with the accounts' investment objectives
and policies. This allocation methodology necessarily involves some
subjective elements but is intended over time to treat each client in
an equitable and fair manner. Generally, the investment opportunity is
allocated among participating accounts on a pro rata basis. Although
Pioneer believes that its practices are reasonably designed to treat
each client in an equitable and fair manner, there may be instances
where a fund may not participate, or may participate to a lesser degree
than other clients, in the allocation of an investment opportunity.
o A portfolio manager could favor one account over another in the order
in which trades for the accounts are placed. If a portfolio manager
determines to purchase a security for more than one account in an
aggregate amount that may influence the market price of the security,
accounts that purchased or sold the security first may receive a more
favorable price than accounts that made subsequent transactions. The
less liquid the market for the security or the greater the percentage
that the proposed aggregate purchases or sales represent of average
daily trading volume, the greater the potential for accounts that make
subsequent purchases or sales to receive a less favorable price. When a
portfolio manager intends to trade the same security on the same day
for more than one account, the trades typically are "bunched," which
means that the trades for the individual accounts are aggregated and
each account receives the same price. There are some types of accounts
as to which bunching may not be possible for contractual reasons (such
as directed brokerage arrangements). Circumstances may also arise where
the trader believes that bunching the orders may not result in the best
possible price. Where those accounts or circumstances are involved,
Pioneer will place the order in a manner intended to result in as
favorable a price as possible for such client.
o A portfolio manager could favor an account if the portfolio manager's
compensation is tied to the performance of that account to a greater
degree than other accounts managed by the portfolio manager. If, for
example, the portfolio manager receives a bonus based upon the
performance of certain accounts relative to a benchmark while other
accounts are disregarded for this purpose, the portfolio manager will
have a financial incentive to seek to have the accounts that determine
the portfolio manager's bonus achieve the best possible performance to
the possible detriment of other accounts. Similarly, if Pioneer receives
a performance-based advisory fee, the portfolio manager may favor that
account, whether or not the performance of that account directly
determines the portfolio manager's compensation.
o A portfolio manager could favor an account if the portfolio manager has
a beneficial interest in the account, in order to benefit a large client
or to compensate a client that had poor returns. For example, if the
portfolio manager held an interest in an investment partnership that was
one of the accounts managed by the portfolio manager, the portfolio
manager would have an economic incentive to favor the account in which
the portfolio manager held an interest.
o If the different accounts have materially and potentially conflicting
investment objectives or strategies, a conflict of interest could arise.
For example, if a portfolio manager purchases a security for one account
and sells the same security for another account, such trading pattern
may disadvantage either the account that is long or short. In making
portfolio manager assignments, Pioneer seeks to avoid such potentially
conflicting situations. However, where a portfolio manager is
responsible for accounts with differing investment objectives and
policies, it is possible that the portfolio manager will conclude that
it is in the best interest of one account to sell a portfolio security
while another account continues to hold or increase the holding in such
security.
Compensation of Portfolio Managers. Pioneer has adopted a system of compensation
for portfolio managers that seeks to align the financial interests of the
portfolio managers with those of shareholders of the accounts (including Pioneer
funds) the portfolio managers manage, as well as with the financial performance
of Pioneer. The compensation program for all Pioneer portfolio managers includes
a base salary (determined by the rank and tenure of the employee) and an annual
bonus program, as well as customary benefits that are offered generally to all
full-time employees. Base compensation is fixed and normally reevaluated on an
annual basis. Pioneer seeks to set base compensation at market rates, taking
into account the experience and responsibilities of the portfolio manager. The
bonus plan is intended to provide a competitive level of annual bonus
compensation that is tied to the portfolio manager achieving superior investment
performance and align the interests of the investment professional with those of
shareholders, as well as with the financial performance of Pioneer. Any bonus
under the plan is completely discretionary, with a maximum annual bonus that may
be in excess of base salary. The annual bonus is based upon a combination of the
following factors:
Quantitative Investment Performance. The quantitative investment
performance calculation is based on pre-tax investment performance of
all of the accounts managed by the portfolio manager (which includes
the fund and any other accounts managed by the portfolio manager) over
a one-year period (20% weighting) and four-year period (80% weighting),
measured for periods ending on December 31. The accounts, which include
the fund, are ranked against a group of mutual funds with similar
investment objectives and investment focus (60%) and a broad-based
securities market index measuring the performance of the same type of
securities in which the accounts invest (40%), which, in the case of
the fund, is the Merrill Lynch Global High Yield and Emerging Markets
Index and the CSFB Leveraged Loan Index. As a result of these two
benchmarks, the performance of the portfolio manager for compensation
purposes is measured against the criteria that are relevant to the
portfolio manager's competitive universe.
o Qualitative Performance. The qualitative performance component with
respect to all of the accounts managed by the portfolio manager
includes objectives, such as effectiveness in the areas of teamwork,
leadership, communications and marketing, that are mutually established
and evaluated by each portfolio manager and management.
o Pioneer Results and Business Line Results. Pioneer's financial
performance, as well as the investment performance of its investment
management group, affect a portfolio manager's actual bonus by a
leverage factor of plus or minus (+/-) a predetermined percentage.
The quantitative and qualitative performance components comprise 80% and 20%,
respectively, of the overall bonus calculation (on a pre-adjustment basis). A
portion of the annual bonus is deferred for a specified period and may be
invested in one or more Pioneer funds.
Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
Share Ownership by Portfolio Managers. The following table indicates as of April
30, 2010 the value, within the indicated range, of shares beneficially owned by
the portfolio managers of the fund.
--------------------------------------- ----------------------------------------
Name of Portfolio Manager Beneficial Ownership of the Fund*
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
David Eurkus A
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
Timothy Pynchon C
--------------------------------------- ----------------------------------------
*Key to Dollar Ranges
A. None B. $1 - $10,000 C. $10,001 - $50,000 D. $50,001 - $100,000
E. $100,001 - $500,000 F. $500,001 - $1,000,000 G. Over $1,000,000
--------------------------------------------------------------------------------------------------------------------------
Interested Trustees:
--------------------------------------------------------------------------------------------------------------------------
------------------- ------------------ ------------------ ---------------------------------- -----------------------------
John F. Cogan, Chairman of the Class I Trustee Deputy Chairman and a Director None
Jr. (81)* Board, Trustee since 2003. Term of Pioneer Global Asset
and President expires in 2010. Management S.p.A. ("PGAM");
Elected by Non-Executive Chairman and a
Preferred Shares Director of Pioneer Investment
only. Management USA Inc. ("PIM-USA");
Chairman and a Director of
Pioneer; Chairman and Director
of Pioneer Institutional Asset
Management, Inc. (since 2006);
Director of Pioneer Alternative
Investment Management Limited
(Dublin); President and a
Director of Pioneer Alternative
Investment Management (Bermuda)
Limited and affiliated funds;
Director of PIOGLOBAL Real
Estate Investment Fund (Russia)
(until June 2006); Director of
Nano-C, Inc. (since 2003);
Director of Cole Management Inc.
(since 2004); Director of
Fiduciary Counseling, Inc.;
President and Director of
Pioneer Funds Distributor, Inc.
("PFD") (until May 2006);
President of all of the Pioneer
Funds; and Of Counsel, Wilmer
Cutler Pickering Hale and Dorr
LLP
------------------- ------------------ ------------------ ---------------------------------- -----------------------------
------------------- ------------------ ------------------ ---------------------------------- -----------------------------
Daniel K. Trustee and Class II Trustee Director, CEO and President of None
Kingsbury (49)* Executive Vice since 2007. Term Pioneer Investment Management
President expires in 2011. USA Inc., Pioneer Investment
Management, Inc. and Pioneer
Institutional Asset Management,
Inc. (since March 2007);
Executive Vice President of all
of the Pioneer Funds (since
March 2007); Director of Pioneer
Global Asset Management S.p.A.
(since March 2007); Head of New
Markets Division, Pioneer Global
Asset Management S.p.A.
(2000-2007)
------------------- ------------------ ------------------ ---------------------------------- -----------------------------
--------------------------------------------------------------------------------------------------------------------------
Independent Trustees:
--------------------------------------------------------------------------------------------------------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
David R. Bock (63) Trustee Class I Trustee Executive Vice President and Director of The Enterprise
since 2005. Term Chief Financial Officer, I-trax, Social Investment Company
expires in 2010. Inc. (publicly traded health (privately-held affordable
care services company)
(2004 - housing
finance company);
present); Partner,
Federal City and
Director of New York
Capital Advisors
(boutique Mortgage
Trust (publicly
merchant bank)(1997 to
2004); traded mortgage
REIT) and Executive
Vice President and
Chief Financial Officer,
Pedestal Inc. (internet-based
mortgage trading company)
(2000-2002)
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Mary K. Bush (59) Trustee Class III President, Bush International, Director of Brady
Trustee since LLC (international financial Corporation (industrial
2003. Term advisory firm) identification and
expires in 2009. specialty coated material
products manufacturer);
Director of Briggs &
Stratton Co. (engine
manufacturer); Director of
UAL Corporation (airline
holding company); Director
of Mantech International
Corporation (national
security, defense, and
intelligence technology
firm): and Member, Board of
Governors, Investment
Company Institute
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Benjamin M. Friedman Trustee Class II Trustee Professor, Trustee, Mellon
(64) since 2008. Term Harvard Institutional Funds
expires in 2011. University Investment Trust and Mellon
Institutional Funds Master
Portfolio (oversees 17
portfolios in fund complex)
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Margaret B.W. Graham Trustee Class II Trustee Founding Director, None
(60) since 2003. Term Vice-President and Corporate
expires in 2011. Secretary, The Winthrop Group,
Inc. (consulting firm); and
Desautels Faculty of Management,
McGill
University
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Thomas J. Perna (57) Trustee Class III Private investor (2004 - Director of Quadriserv Inc.
Trustee since present); and Senior Executive (technology products for
2006. Term Vice President, The Bank of New securities lending
expires in 2009. York (financial and securities industry)
services) (1986 -
2004)
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Marguerite A. Piret Trustee Class III President and Chief Executive Director of New America
(59) Trustee since Officer, Newbury, Piret & High Income Fund, Inc.
2003. Term Company, Inc. (investment (closed-end investment
expires in 2009. banking firm) company)
Elected by
Preferred Shares
only.
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Stephen K. West (79) Trustee Class I Trustee Senior Counsel, Sullivan & Director, The Swiss
since 2003. Term Cromwell (law firm) Helvetia Fund, Inc.
expires in 2010. (closed-end investment
company)
------------------------ ------------- ------------------ ---------------------------------- -----------------------------
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrants equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781). Instruction to paragraph (a). Disclose
all purchases covered by this Item, including purchases that do not
satisfy the conditions of the safe harbor of Rule 10b-18 under the
Exchange Act (17 CFR 240.10b-18), made in the period covered by the
report. Provide disclosures covering repurchases made on a monthly basis.
For example, if the reporting period began on January 16 and ended on
July 15, the chart would show repurchases for the months from January 16
through February 15, February 16 through March 15, March 16 through
April 15, April 16 through May 15, May 16 through June 15, and June 16
through July 15.
During the period covered by this report, there were no purchases
made by or on behalf of the registrant or any affiliated purchaser
as defined in Rule 10b-18(a)(3) under the Securities Exchange Act
of 1934 (the Exchange Act), of shares of the registrants equity
securities that are registered by the registrant pursuant to
Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrants board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 7(d)(2)(ii)(G)
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrants board of
directors since the registrant last provided disclosure in response
to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14(A) in
its definitive proxy statement, or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on their evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Municipal High Income Trust
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date December 30, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date December 30, 2010
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date December 30, 2010
* Print the name and title of each signing officer under his or her signature.