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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)
Dorothy E. Bourassa, 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, 2007 through April 30, 2008
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.
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PIONEER
-----------------------
MUNICIPAL
HIGH
INCOME
TRUST
MHI
Ticker Symbol
Annual
Report
4/30/08
[LOGO]PIONEER
Investments(R)
Table of Contents
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Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 10
Prices and Distributions 11
Performance Update 12
Schedule of Investments 13
Financial Statements 23
Financial Highlights 26
Notes to Financial Statements 28
Results of Shareowner Meeting 38
Report of Independent Registered Public Accounting Firm 39
Approval of Investment Advisory Agreement 40
Trustees, Officers and Service Providers 44
President's
Dear Shareowner,
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Staying diversified and keeping your portfolio invested in the markets are two
general investment principles that have served investors well over time. They
are particularly useful guides to keep in mind today, at a time when markets
around the globe are being buffeted by problems in the financial and real
estate industries and by concerns about a slowing economy.
After an extended period of steady economic growth with sustained low
unemployment and low inflation, the U.S. economy ran into difficulty as 2007
drew to a close. Investors in subprime mortgages were forced to mark down the
value of their assets, imperiling leveraged balance sheets. Conditions worsened
in the first quarter of 2008, as falling prices, margin calls and deleveraging
continued, the auction-rate preferred market seized up. The U.S. Federal
Reserve expanded its lender-of-last-resort role to include lending to primary
dealers and continued to cut interest rates. By then, recession talk was
widespread as concern grew that falling home prices, rising unemployment,
sharply rising food and energy prices, and disruptions in financial markets
posed a significant threat to economic growth.
Markets reacted poorly to the developments leading up to the difficulties
surrounding Bear Stearns, with fixed-income credit spreads (the difference in
rates between corporate and U.S. government bonds) widening dramatically and
stock markets declining, wiping out the positive returns markets had delivered
in the preceding year. Treasury bond prices rose as the market underwent a
flight to quality. In the six weeks between the Bear Stearns problems and the
end of April, though, there were no further market crises, recession fears
faded in light of positive economic news, and stock markets rallied, recouping
some of their first-quarter losses, while Treasury bond prices fell back.
For the 12 months ending April 30, 2008, the Dow Jones Industrial Average was
essentially flat, the Standard & Poor's 500 Index declined 5%, the NASDAQ
Composite Index fell 4%, and the MSCI EAFE Developed Market Index of
international stock markets fell 1%. The MSCI Emerging Markets Index was a
standout performer, ending the 12-month period up 26%. The U.S.
investment-grade bond market, as measured by the Lehman Brothers Aggregate Bond
Index, rose 7%, but the U.S. high-yield bond market, as measured by the Merrill
Lynch High Yield Bond Master II Index, fell 1% as its higher-coupon yield could
not offset a fall in bond prices triggered by widening credit spreads.
2
Letter
As you may know, the turmoil in the credit markets has translated into
liquidity problems for auction-rate preferred securities, which have been well
documented in the media. Five of Pioneer's six closed-end funds are leveraged
using auction-rate preferred securities. Pioneer is actively working to find a
resolution to the problem. We are considering a number of potential solutions.
As we work through the issues associated with auction-rate preferred shares, we
intend to provide shareholders with periodic updates on market conditions and
any developments affecting the shares.
Looking forward, the risk of a 2008 recession seems diminished, but substantial
risks remain in both financial markets and the real economy. On the other hand,
a weak U.S. dollar and substantial fiscal and monetary stimulus are potent
support for the economy. Markets remain volatile, and falling risk tolerances
and deleveraging may depress asset prices in the short term, but equity and
corporate bond valuations look attractive over a longer time horizon unless the
U.S. economy falls into a severe and protracted recession.
Sudden swings in the markets are always to be expected, but they are difficult
to time. Maintaining a long-term time horizon, being diversified, and paying
attention to asset allocation are important investment principles. As always,
we encourage you to work closely with your financial advisor to find the mix of
stocks, bonds and money market assets that is best aligned to your particular
risk tolerance and investment objective and to adhere to a strategic plan
rather than letting emotion drive investment decisions.
Respectfully,
/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 Trust 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.
3
Pioneer Municipal High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 4/30/08
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Over the past 12 months, municipal bond investors weathered one of the most
turbulent periods in history, as the fallout from the subprime mortgage problem
rippled throughout the fixed-income markets. In the following interview, David
Eurkus, who is responsible for the daily management of the Trust, discusses
some of the factors that had an impact on the municipal bond market and the
Trust during the 12-month period ended April 30, 2008.
Q: How did the Trust perform over the past 12 months?
A: For the 12-month period ended April 30, 2008, Pioneer Municipal High Income
Trust produced a total return of -6.94% at net asset value and -2.28% at
market price. As of April 30, 2008, the Trust was selling at a discount of
market price to net asset value of 1.4%. The Lehman Brothers Municipal
Bond Index, which tracks the performance of investment-grade bonds,
returned 2.79% for the 12 months ended April 30, 2008, while the Lehman
Brothers High Yield Municipal Bond Index returned -6.66% for the same
period. While the Trust invested in municipal securities with a broad
range of maturities and credit ratings, it maintained a dollar-weighted
average portfolio credit quality of A- on April 30, 2008. At the end of
the 12 months, the Trust held 115 issues in 35 states, territories and the
District of Columbia. On April 30, 2008, the Trust's 30-day SEC yield,
based on market price, was 7.89%, and its current yield was 6.05%, based
on the market close on April 30, 2008 and the most recent monthly
dividend.
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. The performance data quoted
represents past performance, which is no guarantee of future results.
Investment return and principal value will fluctuate, and shares, when
redeemed, may be worth more or less than their original costs.
Q: Why did the Trust underperform its benchmarks during the 12-month period
ended April 30, 2008?
A: About 45.7% of the Trust's assets were invested in high-yield securities
during the period, which, as mentioned above, were among the worst
performers of the period. High-yield bonds in several sectors produced
poor results during the period. For example, airline bonds went down 13.9%
over the period, and the
4
Pioneer Municipal High Income Trust
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Trust's 12.0% position in the airlines/airport transportation sector was
affected negatively by this decline.
Q: What is the difference between the Trust's two benchmarks, and why is there
such a big difference in their performance for the 12-month period ended
April 30, 2008?
A: The Lehman Brothers Municipal Bond Index is comprised of investment-grade
municipal bonds with an average quality of AA/aa, an average maturity of
13.2 years and an average duration of 7.81 years. The Lehman Brothers High
Yield Municipal Bond Index is comprised of non-investment grade bonds with
an average quality of Baa3/B and average maturity of 19.7 years and an
average duration of 9.8 years.
A confluence of events occurred, especially during the first quarter of
2008, that caused municipal bonds to decline. High-yield municipal bonds
were particularly hard hit, as economic growth slowed, securities that had
AAA ratings saw their quality ratings decline, and investors sold their
positions driving bond yields up and prices down. Even after the market
stabilized, investors tended to favor higher quality bonds. As a result,
the Lehman Brothers Municipal Bond Index, which focuses on high quality
bonds, produced a total return that was higher than the total return of
the Lehman Brothers High Yield Municipal Bond Index. (The following
question provides a more detailed explanation of the investment
environment for municipal bonds during the 12-month period.)
Q: What was the investment backdrop like during the 12 months ended April 30,
2008?
A: The investment environment was positive for municipal bonds early in the
period. Into the summer of 2007, healthy economic growth and rising
corporate profits provided a favorable backdrop for the municipal market.
In July 2007, however, the emerging crisis in subprime mortgages started
affecting the credit markets. A decline in the lower quality securities
that were backed by these subprime mortgages had a ripple effect
throughout the fixed-income markets, as investors gravitated toward the
safety of the Treasury market and abandoned other types of debt
securities, including municipal bonds.
5
Pioneer Municipal High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 4/30/08 (continued)
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The first quarter of 2008 was one of the most volatile for the municipal
bond market in many years. Long-term AAA municipal yields fell from 4.32%
at the end of 2007 to 4.11% during late January 2008, and then retraced to
4.28% by February 11, 2008. By February 29, 2008, long-term yields had
risen to 5.14% according to performance tracker, MMD, who plots a AAA
curve on a daily basis.
The immediate cause of the bond market volatility during this period was
the sale of hundreds of millions of dollars of long-term bonds held by
hedge funds. After several weeks of falling prices on municipal bonds,
rising prices on Treasury bonds, and sharply rising money market borrowing
rates, some hedge funds were rapidly approaching insolvency. To protect
themselves from default, some lenders issued margin calls, forcing these
highly leveraged hedge funds to sell their long-term municipal bonds to
raise cash.
The result of all this was that municipal bond yields rose above Treasury
yields in the first quarter of 2008, even before reflecting the tax-exempt
effect. During the month of February 2008, long-term AAA bonds were
yielding 5.14% compared to Treasury bond yields of 4.40%, a ratio of 117%;
ten-year municipal bonds were at 4.12% compared to Treasuries at 3.51%, a
ratio of 117%; five-year municipal yields were at 3.30% compared to
Treasuries at 2.48%, a ratio of 133%. Eight months earlier, these ratios
had been: 30 years 87%; 10 years 81%; and 5 years 79%. Investors could buy
municipal bonds at nearly a fully percentage point more than Treasuries,
and they were tax-exempt.
The market began to recover in March and April 2008. For the month of
April 2008, the Lehman Brothers Municipal Bond Index rose 1.17% and the
Lehman Brothers High Yield Municipal Bond Index went up 0.39%. Despite the
improvement in the municipal bond market, on April 30, the yield on the
30-year AAA municipal bond was still 103% of comparable Treasury bonds. In
the past three decades, there have been relatively few instances when
municipal bond yields exceeded Treasury yields.
6
Pioneer Municipal High Income Trust
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Q: Can you comment on the issues surrounding auction-rate preferred securities?
A: The Trust issued auction-rate preferred shares as an effective way of
borrowing to provide leverage for the Trust. These auction-rate preferred
shares typically have been traded at regularly scheduled auctions, giving
investors in the preferred shares a source of financial liquidity while
keeping the Trust's borrowing costs low. However, the aggravated problems
in the credit markets have recently led to failed auctions for the
preferred shares of many closed-end funds, including the Trust and other
Pioneer closed-end funds. Investors holding the preferred shares also have
been adversely affected because they have not had the ability to sell
their shares at auctions. Meanwhile, the Trust may pay dividends on the
preferred shares at a higher rate consistent with the terms of documents
authorizing the issuance of preferred shares.
The Trust continues to pay all dividends in compliance with the terms of
the auction-rate preferred share agreements. Further, auction-rate
preferred shares of the Trust continue to be rated AAA/Aaa by Fitch and
Moody's, the two principal credit rating agencies monitoring the Trust.
Under current market conditions, we believe that the Trust's auction-rate
preferred shares continue to be an effective form of leverage. As market
conditions change, however, that may not continue to be the case and other
forms of leverage may become more advantageous over the long term.
Although the Trust may pursue alternative forms of leverage, there can be
no assurance that it will be successful in doing so or that such leverage
will be more effective than the auction-rate preferred shares.
Q: Did you make any changes to the Trust during this volatile period?
A: We made no substantive changes to the portfolio during the period,
continuing with our strategy of investing in sectors that underpin the
U.S. economy, such as health care, public power and transportation. Most
of the portfolio's investments during the period were in revenue bonds,
securities whose income and principal depends on revenues from the
particular assets that the bonds were issued to finance. Health care
(26.5% of total investment portfolio) and Airport (11.6% of total
investment portfolio) were among the biggest positions in the portfolio.
Tobacco bonds
7
Pioneer Municipal High Income Trust
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PORTFOLIO MANAGEMENT DISCUSSION 4/30/08 (continued)
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accounted for 10.8% of total investment portfolio. About 11% of the bonds
in the portfolio were insured, which means that their interest and
principal are guaranteed by a private insurance company.
On May 7, 2008, the Board of Trustees of Pioneer Municipal High Income
Trust approved certain changes to the Trust's investment policy with
respect to investment by the Trust in municipal securities rated below
investment-grade at the time of acquisition. Please see page 36 of this
report for more information regarding this change to the Trust's
investment policy. The new policy is intended to enhance the Trust's
investment flexibility and income potential consistent with its investment
objectives.
Q: What is your outlook?
A: Because of the events of the past several months, the municipal bond market
is more attractive than it has been in decades. We believe that municipal
bonds are undervalued and offer excellent opportunities for investors.
High quality tax-free municipal bonds are yielding more than their taxable
counterparts. Regarding the economic backdrop, we believe the economy may
continue to slow. On April 30, 2008, the Federal Reserve lowered the
target Federal funds rate for the fourth time this year to 2.00%. (The
Federal funds rate is the rate banks charge for overnight loans.)
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 fixed-income securities held by the Trust
will generally fall. Conversely, when interest rates fall the prices of
fixed-income securities held by the Trust will generally rise. 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 underlying securities and their inability to meet their
debt obligations.
8
Pioneer Municipal High Income Trust
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The Trust may use leverage through the issuance of preferred shares with an
aggregate liquidation preference of up to 25% of the Trust's total assets after
such issuance. 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.
Risks of investing in the Trust are discussed in greater detail in the Trust's
registration statement on Form N-2 relating to its common shares.
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. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
9
Pioneer Municipal High Income Trust
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PORTFOLIO SUMMARY 4/30/08
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Portfolio Diversification
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(As a percentage of total investment portfolio)
[THE FOLLOWING DATA IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Health Revenue 26.5%
Airport Revenue 11.6%
Insured 11.2%
Tobacco Revenue 10.8%
General Obligation 7.2%
Other Revenue 5.5%
Development Revenue 5.0%
Facilities Revenue 4.8%
Pollution Control Revenue 4.6%
Education Revenue 4.3%
Utilities Revenue 3.2%
Housing Revenue 2.7%
Gaming Revenue 1.2%
School District Revenue 0.6%
Airline Revenue 0.4%
Power Revenue 0.2%
Transportation Revenue 0.2%
Portfolio Maturity
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(As a percentage of long-term holdings)
[THE FOLLOWING DATA IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
0-1 years 2.2%
1-3 years 10.1%
3-6 years 30.1%
6-8 years 4.0%
8-10 years 13.2%
10+ years 40.4%
Quality Distribution
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(As a percentage of total investment portfolio; based on S&P ratings)
[THE FOLLOWING DATA IS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
AAA 24.0%
AA 1.8%
A 4.5%
BBB 15.4%
BB 7.5%
B 8.0%
CCC 2.7%
C 0.9%
Not Rated 35.2%
The portfolio is actively managed and current holdings may be different.
10
Pioneer Municipal High Income Trust
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PRICES AND DISTRIBUTIONS
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Share Prices and Distributions
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Market Value
per Common Share 4/30/08 4/30/07
$13.88 $15.05
Net Asset Value
per Common Share 4/30/08 4/30/07
$14.07 $16.02
Net
Distributions Investment Short-Term Long-Term
per Common Share Income Capital Gains Capital Gains
(5/1/07 - 4/30/08) $0.8340 $ - $ -
10 Largest Holdings
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(As a percentage of long-term holdings)*
1. Allegheny County Hospital Development Authority Revenue,
9.25%, 11/15/30 3.55%
2. Tobacco Settlement Financing Corp., 6.75%, 6/1/39 2.85
3. Metropolitan Pier & Exposition Authority Dedicated State Tax
Revenue, 0.0%, 6/15/22 2.80
4. New Jersey Economic Development Authority Revenue, 6.25%,
9/15/29 2.74
5. Lehman Municipal Trust Receipts, RIB, 8.704%, 7/1/42 (144A) 2.72
6. New York City Industrial Development Agency, 6.9%, 8/1/24 2.42
7. Non-Profit Preferred Funding Trust I, 12.0%, 9/15/37 (144A) 2.32
8. Golden State Tobacco Securitization Corp., 7.875%, 6/1/42 2.06
9. Oklahoma Development Finance Authority Revenue, 5.625%,
8/15/29 2.06
10. Johnson City Health & Educational Facilities Board Hospital
Revenue, 7.5%, 7/1/33 2.05
* This list excludes temporary cash and derivative instruments. The portfolio
is actively managed, and current holdings may be different. The holdings
listed should not be considered recommendations to buy or sell any security
listed.
11
Pioneer Municipal High Income Trust
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PERFORMANCE UPDATE 4/30/08
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Investment Returns
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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 Lehman Brothers Municipal Bond Index and Lehman Brothers
Non-Investment Grade Municipal Bond Index.
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Cumulative Total Returns
(As of April 30, 2008)
Net Asset Market
Period Value (NAV) Price
Life-of-Trust
(7/21/03) 32.76% 25.11%
1 Year -6.94 -2.28
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[THE FOLLOWING DATA IS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Municipal Lehman Brothers Lehman Brothers Non-Investment
High Income Trust Municipal Bond Index* Grade Municipal Bond Index*
7/03 10,000 10,000 10,000
4/04 9,589 10,441 9,895
4/05 10,868 11,153 10,202
4/06 10,666 11,394 10,047
4/07 12,804 12,052 10,056
4/08 12,511 12,388 10,039
* Index comparison begins July 31, 2003
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.
The Lehman Brothers Municipal Bond Index is a broad measure of the
municipal bond market. Lehman Brothers Non-Investment Grade 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, 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. You cannot invest directly in
the indices.
12
Pioneer Municipal High Income Trust
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SCHEDULE OF INVESTMENTS 4/30/08
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S&P/Moody's
Principal Ratings
Amount (unaudited) Value
TAX EXEMPT OBLIGATIONS - 127.5% of Net Assets
Alabama - 1.3%
$ 1,500,000 BBB/NR Camden Alabama Industrial Development Board,
6.125%, 12/1/24 $ 1,509,405
1,000,000 NR/NR Huntsville-Redstone Village Special Care Facilities
Financing Authority, 5.5%, 1/1/28 868,810
2,000,000 NR/NR Huntsville-Redstone Village Special Care Facilities
Financing Authority, 5.5%, 1/1/43 1,659,640
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$ 4,037,855
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Arizona - 3.5%
5,000,000 BB+/Baa3 Apache County Industrial Development Authority,
5.85%, 3/1/28 $ 4,735,900
5,000,000 BB+/Baa3 Apache County Industrial Development Authority,
5.875%, 3/1/33 4,722,500
980,000 NR/Baa3 Pima County Industrial Development Authority,
7.25%, 7/1/31 1,012,830
500,000 NR/Baa2 Yavapai County Industrial Development Authority,
6.0%, 8/1/33 503,295
------------
$ 10,974,525
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California - 6.6%
5,150,000+ AAA/Aaa Golden State Tobacco Securitization Corp.,
7.8%, 6/1/42 $ 6,166,198
7,000,000+ AAA/Aaa Golden State Tobacco Securitization Corp.,
7.875%, 6/1/42 8,404,410
2,500,000 AAA/Aaa University of California Revenue, 5.0%, 5/15/25 2,563,700
5,000,000 C/NR Valley Health System Hospital Revenue,
6.5%, 5/15/25 3,465,000
------------
$ 20,599,308
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Connecticut - 5.1%
10,335,000(a) NR/Aaa Lehman Municipal Trust Receipts, RIB,
8.704%, 7/1/42 (144A) $ 11,106,094
5,000,000 BB/NR Mohegan Tribe Indians Gaming Authority,
6.25%, 1/1/31 4,815,550
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$ 15,921,644
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Delaware - 0.4%
765,000 NR/NR Sussex County Delaware Revenue, 5.9%, 1/1/26 $ 706,248
600,000 NR/NR Sussex County Delaware Revenue, 6.0%, 1/1/35 539,178
------------
$ 1,245,426
------------
The accompanying notes are an integral part of these financial statements. 13
Pioneer Municipal High Income Trust
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SCHEDULE OF INVESTMENTS 4/30/08 (continued)
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S&P/Moody's
Principal Ratings
Amount (unaudited) Value
District of Columbia - 3.5%
$5,000,000 BBB/Baa3 District of Columbia Tobacco Settlement Financing
Corp., 6.5%, 5/15/33 $ 4,945,000
6,000,000 BBB/Baa3 District of Columbia Tobacco Settlement Financing
Corp., 6.75%, 5/15/40 6,025,140
------------
$ 10,970,140
------------
Florida - 5.5%
2,000,000 NR/NR Beacon Lakes Community Development,
6.9%, 5/1/35 $ 1,917,560
7,000,000(a) AAA/Aaa Lehman Municipal Trust Receipts, RIB,
9.006%, 11/1/39 (144A) 7,694,050
1,000,000 NR/NR St. Johns County Industrial Development Authority
Revenue, 5.25%, 1/1/26 859,830
2,000,000 NR/NR St. Johns County Industrial Development Authority
Revenue, 5.375%, 1/1/40 1,602,900
5,000,000 NR/Baa2 Tallahassee Health Facilities Revenue,
6.375%, 12/1/30 5,048,700
------------
$ 17,123,040
------------
Georgia - 6.8%
4,240,000(a) NR/Aaa Atlanta Georgia Water & Waste Revenue, RIB,
9.688%, 11/1/43 (144A) $ 4,370,592
2,400,000 NR/NR Fulton County Residential Care Facilities Revenue,
5.0%, 7/1/27 1,921,104
2,600,000 NR/NR Fulton County Residential Care Facilities Revenue,
5.125%, 7/1/42 1,956,344
7,500,000 A+/A1 Main Street Natural Gas Project Revenue,
6.25%, 7/15/33 7,414,725
4,500,000 A+/A1 Main Street Natural Gas Project Revenue,
6.375%, 7/15/38 4,502,475
1,000,000 NR/NR Rockdale County Development Authority Revenue,
6.125%, 1/1/34 964,230
------------
$ 21,129,470
------------
Guam - 1.5%
5,000,000 NR/NR Northern Mariana Islands, 5.0%, 10/1/22 $ 4,575,900
------------
Idaho - 1.6%
5,000,000 BBB/Baa2 Power County Industrial Development Corp.,
6.45%, 8/1/32 $ 5,038,600
------------
14 The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust
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S&P/Moody's
Principal Ratings
Amount (unaudited) Value
Illinois - 5.5%
$ 1,000,000 NR/NR Centerpoint Intermodal Center,
8.0%, 6/15/23 (144A) $ 940,930
1,000,000 NR/NR Illinois Finance Authority Revenue,
6.0%, 11/15/27 920,230
1,000,000 NR/NR Illinois Finance Authority Revenue,
6.0%, 11/15/39 879,110
1,500,000 NR/NR Illinois Health Facilities Authority Revenue,
6.9%, 11/15/33 1,287,750
16,880,000(b) AAA/Aaa Metropolitan Pier & Exposition Authority Dedicated
State Tax Revenue, 0.0%, 6/15/22 11,416,282
1,800,000 NR/NR Southwestern Illinois Development Authority
Revenue, 5.625%, 11/1/26 1,609,650
------------
$ 17,053,952
------------
Indiana - 3.2%
5,000,000 A+/A2 Indiana Health & Educational Facility Financing
Authority Hospital Revenue, 5.0%, 2/15/39 $ 4,672,650
1,000,000 BBB+/Baa1 Indiana State Development Finance Authority
Revenue, 5.6%, 12/1/32 986,810
4,300,000 BBB+/NR Indiana State Development Finance Authority
Revenue, 5.75%, 10/1/11 4,387,849
------------
$ 10,047,309
------------
Louisiana - 2.0%
1,500,000 BB+/Ba3 Louisiana Local Government Environmental
Facilities Revenue, 6.75%, 11/1/32 $ 1,470,105
5,000,000 NR/A3 Louisiana Public Facilities Authority Revenue,
5.5%, 5/15/47 4,774,150
------------
$ 6,244,255
------------
Maryland - 1.6%
5,000,000 AAA/Aaa Maryland State Health & Higher Educational
Facilities Authority Revenue, 4.75%, 7/1/42 $ 4,908,450
------------
Massachusetts - 5.1%
7,050,000 AAA/Aaa Massachusetts Health & Educational Facilities
Authority Revenue, 5.125%, 7/15/37 $ 7,168,087
3,500,000 BBB/Baa3 Massachusetts Health & Educational Facilities
Authority Revenue, 6.25%, 7/1/22 3,556,665
5,000,000 BB+/NR Massachusetts Health & Educational Facilities
Authority Revenue, 6.75%, 10/1/33 5,113,100
------------
$ 15,837,852
------------
The accompanying notes are an integral part of these financial statements. 15
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
Michigan - 3.1%
$ 950,000 NR/NR Doctor Charles Drew Academy, 5.7%, 11/1/36 $ 699,438
1,700,000 NR/Ba1 Flint Michigan Hospital Building Authority Revenue,
5.25%, 7/1/16 1,605,344
1,500,000 BBB-/NR John Tolfree Health System Corp., 6.0%, 9/15/23 1,496,895
2,000,000 BB-/Ba3 Michigan State Hospital Finance Authority
Revenue, 5.5%, 8/15/23 1,751,500
4,010,000 BBB-/Ba1 Michigan State Hospital Finance Authority
Revenue, 6.0%, 2/1/24 4,010,602
------------
$ 9,563,779
------------
Minnesota - 2.3%
1,675,000 BB/NR Duluth Economic Development Authority Health
Care Facilities Revenue, 7.25%, 6/15/32 $ 1,735,987
1,500,000 NR/NR North Oaks Senior Housing Revenue,
6.0%, 10/1/33 1,425,060
2,000,000 NR/NR North Oaks Senior Housing Revenue,
6.125%, 10/1/39 1,914,100
2,000,000 NR/NR North Oaks Senior Housing Revenue,
6.5%, 10/1/47 2,008,240
------------
$ 7,083,387
------------
Mississippi - 1.0%
3,000,000 BBB/Ba1 Mississippi Business Finance Corp. Pollution
Control Revenue, 5.9%, 5/1/22 $ 2,969,040
------------
Montana - 0.4%
1,600,000 NR/NR Two Rivers Authority, Inc. Correctional Facility
Improvement Revenue, 7.375%, 11/1/27 $ 1,108,448
------------
Nevada - 1.8%
1,000,000 BBB-/Baa3 Clark County Industrial Development Revenue,
5.45%, 3/1/38 $ 1,017,330
4,600,000 BB/NR Clark County Industrial Development Revenue,
5.5%, 10/1/30 3,870,348
2,000,000 NR/NR Nevada State Department of Business & Industry,
7.25%, 1/1/23 636,700
------------
$ 5,524,378
------------
16 The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
New Jersey - 10.0%
$ 2,000,000 B/B3 New Jersey Economic Development Authority
Revenue, 6.25%, 9/15/19 $ 1,771,540
13,350,000 B/B3 New Jersey Economic Development Authority
Revenue, 6.25%, 9/15/29 11,176,219
1,000,000 B/B3 New Jersey Economic Development Authority
Revenue, 6.4%, 9/15/23 873,320
6,150,000 B/B3 New Jersey Economic Development Authority
Revenue, 7.0%, 11/15/30 5,613,167
10,000,000+ AAA/Aaa Tobacco Settlement Financing Corp.,
6.75%, 6/1/39 11,635,900
------------
$ 31,070,146
------------
New Mexico - 1.3%
1,500,000 NR/NR Otero County New Mexico Project Revenue,
6.0%, 4/1/23 $ 1,446,960
2,960,000 NR/NR Otero County New Mexico Project Revenue,
6.0%, 4/1/28 2,755,878
------------
$ 4,202,838
------------
New York - 10.5%
2,500,000 BBB+/Baa2 Albany New York Industrial Development Agency
Civic Facilities Revenue, 5.25%, 11/15/27 $ 2,449,100
2,000,000 NR/NR Nassau County New York Industrial Development
Agency Revenue, 6.7%, 1/1/43 1,970,080
2,000,000 NR/NR New York City Industrial Development Agency,
5.375%, 6/1/23 1,895,940
12,990,000 CCC+/Caa1 New York City Industrial Development Agency,
6.9%, 8/1/24 9,877,986
7,040,000(a) NR/Aaa New York State Dormitory Authority Revenue, RIB,
9.945%, 7/1/26 (144A) 8,204,134
2,000,000 NR/NR Suffolk County Industrial Development Agency,
7.25%, 1/1/30 2,035,700
6,000,000 AAA/Aaa Triborough Bridge & Tunnel Authority Revenue,
5.25%, 11/15/30 6,203,580
------------
$ 32,636,520
------------
North Carolina - 2.5%
4,030,000 NR/NR Charlotte North Carolina Special Facilities
Revenue, 5.6%, 7/1/27 $ 3,167,096
4,600,000 NR/NR Charlotte North Carolina Special Facilities
Revenue, 7.75%, 2/1/28 4,597,746
------------
$ 7,764,842
------------
The accompanying notes are an integral part of these financial statements. 17
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
Oklahoma - 6.7%
$ 3,000,000+ AAA/Aaa Oklahoma Development Finance Authority
Revenue, 5.625%, 8/15/19 $ 3,140,310
8,000,000+ AAA/Aaa Oklahoma Development Finance Authority
Revenue, 5.625%, 8/15/29 8,392,000
4,100,000 B/Caa1 Tulsa Municipal Airport Revenue, 5.65%, 12/1/35 4,078,926
1,225,000 B/Caa1 Tulsa Municipal Airport Revenue, 6.25%, 6/1/20 1,074,533
4,350,000 B/Caa1 Tulsa Municipal Airport Revenue, 7.35%, 12/1/11 4,314,635
------------
$ 21,000,404
------------
Pennsylvania - 7.1%
3,000,000 BB/Ba2 Allegheny County Hospital Development Authority
Revenue, 5.0%, 11/15/28 $ 2,484,780
1,550,000 NR/Baa1 Allegheny County Hospital Development Authority
Revenue, 5.125%, 5/1/25 1,502,958
12,300,000+ AAA/Ba3 Allegheny County Hospital Development Authority
Revenue, 9.25%, 11/15/30 14,472,303
1,000,000 B/NR Columbia County Hospital Authority Health Care
Revenue, 5.9%, 6/1/29 849,100
1,000,000 BBB/Ba2 Hazleton Health Services Authority Hospital
Revenue, 5.625%, 7/1/17 953,430
1,280,000 NR/B2 Langhorne Manor Borough Higher Education &
Health Authority Revenue, 7.35%, 7/1/22 1,238,362
500,000 BBB+/NR Pennsylvania Higher Educational Facilities Authority
Revenue, 5.4%, 7/15/36 479,705
------------
$ 21,980,638
------------
Rhode Island - 1.3%
4,000,000 NR/NR Central Falls Detention Facilities Revenue,
7.25%, 7/15/35 $ 4,125,920
------------
South Carolina - 2.2%
5,185,000+ BBB+/Baa1 South Carolina Jobs Economic Development
Authority Revenue, 6.375%, 8/1/34 $ 5,985,149
665,000+ BBB+/Baa1 South Carolina Jobs Economic Development
Authority Revenue, 6.375%, 8/1/34 765,887
------------
$ 6,751,036
------------
Tennessee - 3.5%
7,000,000+ BBB+/Baa1 Johnson City Health & Educational Facilities
Board Hospital Revenue, 7.5%, 7/1/33 $ 8,371,090
2,480,000 NR/Ba2 Knox County Health Educational & Housing
Facilities Board Hospital Revenue,
6.375%, 4/15/22 2,604,124
------------
$ 10,975,214
------------
18 The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
Texas - 11.3%
$ 1,345,000 NR/Ba2 Bexar County Housing Finance Corp.,
8.0%, 12/1/36 $ 1,355,034
1,000,000 CCC+/Caa1 Dallas-Fort Worth International Airport Revenue,
6.0%, 11/1/14 817,460
4,000,000 NR/NR Decatur Hospital Authority Revenue,
7.0%, 9/1/25 4,054,480
1,000,000+ NR/NR Georgetown Health Facilities Development Corp.,
6.25%, 8/15/29 1,061,660
2,000,000 NR/NR Gulf Coast Industrial Development Authority
Revenue, 7.0%, 12/1/36 1,742,420
3,750,000 B-/B3 Houston Airport System Special Facilities Revenue,
5.7%, 7/15/29 2,913,488
5,340,000 NR/NR Lubbock Health Facilities Development Corp.,
6.625%, 7/1/36 5,213,015
2,450,000(a) NR/Aaa Northside Independent School District, RIB,
9.364%, 6/15/33 (144A) 2,626,449
500,000 CCC/Caa1 Sabine River Authority Pollution Control Revenue,
6.15%, 8/1/22 426,635
7,040,000(a) NR/Aa1 Texas State, RIB, 9.249%, 4/1/30 (144A) 7,568,070
735,000(c) AAA/NR Willacy County Local Government Corp. Revenue,
6.0%, 3/1/09 755,815
1,500,000 NR/NR Willacy County Local Government Corp. Revenue,
6.0%, 9/1/10 1,495,125
5,250,000 NR/NR Willacy County Local Government Corp. Revenue,
6.875%, 9/1/28 5,177,602
------------
$ 35,207,253
------------
Utah - 0.2%
800,000 NR/NR Spanish Fork City Charter School Revenue,
5.55%, 11/15/26 (144A) $ 714,176
------------
Vermont - 0.5%
1,500,000 A-/A3 Vermont Educational & Health Buildings Financing
Agency Revenue, 6.0%, 10/1/28 $ 1,593,150
------------
Virginia - 0.3%
1,000,000 BBB+/Baa2 Peninsula Ports Authority, 6.0%, 4/1/33 $ 973,490
------------
The accompanying notes are an integral part of these financial statements. 19
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
S&P/Moody's
Principal Ratings
Amount (unaudited) Value
Washington - 7.6%
$ 4,710,000 AAA/Aaa Spokane Public Facilities District Hotel/Motel
Tax & Sales, 5.75%, 12/1/27 $ 5,072,387
7,025,000 BBB/Baa3 Tobacco Settlement Authority Revenue,
6.625%, 6/1/32 7,063,497
14,315,000 AA+/Aa1 Washington State General Obligation,
0.0%, 6/1/22 7,139,606
5,000,000 NR/NR Washington State Housing Finance Committee
Nonprofit Revenue Bonds, 5.625%, 1/1/27 4,429,200
-------------
$ 23,704,690
-------------
Wisconsin - 0.7%
2,400,000 NR/NR Aztalan Wisconsin Exempt Facilities Revenue,
7.5%, 5/1/18 $ 2,050,464
-------------
TOTAL TAX-EXEMPT OBLIGATIONS
(Cost $382,764,506) $ 396,707,539
-------------
MUNICIPAL COLLATERALIZED
DEBT OBLIGATION - 3.0% of Net Assets
10,000,000(d)(e) NR/NR Non-Profit Preferred Funding Trust I,
12.0%, 9/15/37 (144A) $ 9,456,700
-------------
TOTAL MUNICIPAL COLLATERALIZED
DEBT OBLIGATION
(Cost $10,000,000) $ 9,456,700
-------------
Shares COMMON STOCK - 0.6% of Net Assets
189,939(f) Northwest Airlines Corp. $ 1,834,811
-------------
TOTAL COMMON STOCK
(Cost $6,612,756) $ 1,834,811
-------------
TOTAL INVESTMENTS IN SECURITIES - 131.1%
(Cost $399,377,262) (e)(f) $ 407,999,050
-------------
OTHER ASSETS AND LIABILITIES - 1.4% $ 4,270,900
-------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE - (32.5)% $(101,039,283)
-------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS - 100.0% $ 311,230,667
=============
20 The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 April
30, 2008 the value of these securities amounted to $52,681,195 or 16.9%
of total 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 April 30, 2008.
(b) Debt obligation initially issued at one coupon which converts to a higher
coupon at a specific date. The rate shown is the coupon rate at April 30,
2008.
(c) Escrow to maturity.
(d) The interest rate is subject to change periodically. The interest rate
shown is the rate at April 30, 2008.
(e) Indicates a security that has been deemed illiquid. The aggregate cost of
illiquid securities is $10,000,000. The aggregate value $9,456,700
represents 3.0% of the net assets.
(f) Non-income producing.
(g) The concentration of investments by type of obligation/market sector is
as follows:
Insured:
MBIA 5.6%
FGIC 1.8
AGC 1.2
FSA 1.1
ACA 0.9
AMBAC 0.6
General Obligation 7.2
Revenue Bonds:
Health Revenue 26.6
Airport Revenue 11.6
Tobacco Revenue 10.9
Other Revenue 5.6
Development Revenue 5.0
Facilities Revenue 4.8
Pollution Control Revenue 4.7
Education Revenue 4.3
Utilities Revenue 3.2
Housing Revenue 2.7
Gaming Revenue 1.2
School District Revenue 0.6
Power Revenue 0.2
Transportation Revenue 0.2
----
100.0%
======
The accompanying notes are an integral part of these financial statements. 21
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
(h) At April 30, 2008, the net unrealized gain on investments based on cost
for federal income tax purposes of $397,529,169 was as follows:
Aggregate gross unrealized gain for all investments in which there is an excess of
value over tax cost $27,909,459
Aggregate gross unrealized loss for all investments in which there is an excess of
tax cost over value (17,439,578)
-----------
Net unrealized gain $10,469,881
===========
For financial reporting purposes net unrealized gain on investments was
$8,621,788 and cost of investments aggregated $399,377,262.
Purchases and sales of securities (excluding temporary cash investments) for
the year ended April 30, 2008, aggregated $74,039,677 and $71,792,430,
respectively.
22 The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 4/30/08
--------------------------------------------------------------------------------
ASSETS:
Investments in securities, at value (cost $399,377,262) $407,999,050
Receivables -
Investment securities sold 1,060,557
Interest 7,745,490
Prepaid expenses 30,525
-------------
Total assets $416,835,622
-------------
LIABILITIES:
Due to custodian $ 4,042,540
Due to affiliates 208,386
Administration fee payable 23,623
Unrealized depreciation on interest rate swaps 250,905
Accrued expenses 40,218
-------------
Total liabilities $ 4,565,672
-------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 4,040
shares, including dividends payable of $39,283 $101,039,283
-------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $315,259,397
Undistributed net investment income 4,413,468
Accumulated net realized loss on investments and interest
rate swaps (16,813,081)
Net unrealized gain on investments 8,621,788
Net unrealized loss on interest rate swaps (250,905)
-------------
Net assets applicable to common shareowners $311,230,667
============
NET ASSET VALUE PER SHARE:
No par value, (unlimited number of shares authorized)
Based on $311,230,667/22,127,742 common shares $ 14.07
============
The accompanying notes are an integral part of these financial statements. 23
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
For the Year Ended 4/30/08
INVESTMENT INCOME:
Interest $ 27,381,577
-------------
EXPENSES:
Management fees $ 2,610,215
Administration fees 380,658
Transfer agent fees and expenses 32,516
Auction agent fees 268,480
Custodian fees 29,126
Registration fees 23,750
Professional fees 55,650
Printing expense 20,761
Trustees' fees 10,823
Pricing fees 16,317
-------------
Total expenses $ 3,448,296
-------------
Less fees paid indirectly $ (203)
-------------
Net expenses $ 3,448,093
-------------
Net investment income $ 23,933,484
-------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND INTEREST RATE SWAPS:
Net realized gain (loss) from:
Investments $ (3,095,919)
Interest rate swaps 341,951 $ (2,753,968)
------------- -------------
Change in net unrealized gain (loss) from:
Investments $ (41,369,574)
Interest rate swaps (939,061) $ (42,308,635)
------------- -------------
Net loss on investments and interest
rate swaps $ (45,062,603)
-------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS
FROM NET INVESTMENT INCOME: $ (3,773,609)
-------------
Net decrease in net assets applicable to common
shareowners resulting from operations $ (24,902,728)
==============
24 The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
For the Years Ended 4/30/08 and 4/30/07, respectively
Year Year
Ended Ended
4/30/08 4/30/07
FROM OPERATIONS:
Net investment income $ 23,933,484 $ 22,598,909
Net realized gain (loss) on investments and interest
rate swaps (2,753,968) 1,433,015
Change in net unrealized gain (loss) on investments
and interest rate swaps (42,308,635) 15,845,695
Distributions to preferred shareowners from net
investment income (3,773,609) (3,523,640)
------------- -------------
Net increase (decrease) in net assets applicable
to common shareowners resulting from
operations $ (24,902,728) $ 36,353,979
------------- -------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income
($0.83 and $0.77 per share, respectively) $ (18,449,784) $ (16,988,846)
------------- -------------
Total distributions to common shareowners $ (18,449,784) $ (16,988,846)
------------- -------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 96,845 $ -
------------- -------------
Net increase in net assets applicable to common
shareowners resulting from Trust share
transactions $ 96,845 $ -
------------- -------------
Net increase (decrease) in net assets applicable
to common shareowners $ (43,255,667) $ 19,365,133
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS:
Beginning of year 354,486,334 335,121,201
------------- -------------
End of year $ 311,230,667 $ 354,486,334
============= =============
Undistributed net investment income $ 4,413,468 $ 2,489,891
============= =============
The accompanying notes are an integral part of these financial statements. 25
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Year Year
Ended Ended
4/30/08 4/30/07
Per Common Share Operating Performance
Net asset value, beginning of period $ 16.02 $ 15.15
------- -------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.08 $ 1.02
Net realized and unrealized gain (loss) on investments and interest rate swaps (2.03) 0.78
Dividends and distributions to preferred shareowners from:
Net investment income (0.17) (0.16)
Net realized gains - -
------- -------
Net increase (decrease) from investment operations $ (1.12) $ 1.64
Dividends and distributions to common shareowners from:
Net investment income (0.83) (0.77)
Net realized gains - -
Capital charge with respect to issuance of:
Common shares - -
Preferred shares - -
------- -------
Net increase (decrease) in net asset value $ (1.95) $ 0.87
------- -------
Net asset value, end of period(e) $ 14.07 $ 16.02
======= =======
Market value, end of period(e) $ 13.88 $ 15.05
======= =======
Total return at market value(f) (2.28)% 20.04%
Ratios to average net assets of common shareowners
Net expenses(g) 1.03% 1.06%
Net investment income before preferred share dividends 7.17% 6.49%
Preferred share dividends 1.13% 1.01%
Net investment income available to common shareowners 6.04% 5.48%
Year Year 7/21/03(b)
Ended Ended to
4/30/06 4/30/05 4/30/04
Per Common Share Operating Performance
Net asset value, beginning of period $ 15.62 $ 14.76 $ 14.33(c)
------- -------- -------
Increase (decrease) from investment operations:(a)
Net investment income $ 1.02 $ 1.14 $ 0.80
Net realized and unrealized gain (loss) on investments and interest rate swaps (0.48) 0.95 0.46
Dividends and distributions to preferred shareowners from:
Net investment income (0.12) (0.07) (0.02)
Net realized gains - 0.00(d) -
------- -------- -------
Net increase (decrease) from investment operations $ 0.42 $ 2.02 $ 1.24
Dividends and distributions to common shareowners from:
Net investment income (0.89) (1.07) (0.72)
Net realized gains - (0.09) -
Capital charge with respect to issuance of:
Common shares - 0.00(d) (0.03)
Preferred shares - - (0.06)
------- -------- -------
Net increase (decrease) in net asset value $ (0.47) $ 0.86 $ 0.43
------- -------- -------
Net asset value, end of period(e) $ 15.15 $ 15.62 $ 14.76
======= ======== =======
Market value, end of period(e) $ 13.22 $ 14.33 $ 13.70
======= ======== =======
Total return at market value(f) (1.85)% 13.34% (4.11)%
Ratios to average net assets of common shareowners
Net expenses(g) 1.03% 1.04% 0.95%(h)
Net investment income before preferred share dividends 6.64% 7.60% 6.91%(h)
Preferred share dividends 0.80% 0.43% 0.21%(h)
Net investment income available to common shareowners 5.84% 7.17% 6.70%(h)
The accompanying notes are an integral part of these financial statements. 26
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
Year Year
Ended Ended
4/30/08 4/30/07
Portfolio turnover 17% 18%
Net assets of common shareowners, end of period (in thousands) $311,231 $354,486
Preferred shares outstanding (in thousands) $101,000 $101,000
Asset coverage per preferred share, end of period $102,047 $112,759
Average market value per preferred share (i) $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,010 $ 25,014
Ratios to average net assets of common shareowners before waivers and
reimbursement of expenses (j)
Net expenses(g) 1.03% 1.06%
Net investment income before preferred share dividends 7.17% 6.49%
Preferred share dividends 1.13% 1.01%
Net investment income available to common shareowners 6.04% 5.48%
Year Year 7/21/03(b)
Ended Ended to
4/30/06 4/30/05 4/30/04
Portfolio turnover 20% 25% 54%
Net assets of common shareowners, end of period (in thousands) $335,121 $345,555 $326,590
Preferred shares outstanding (in thousands) $101,000 $101,000 $101,000
Asset coverage per preferred share, end of period $107,962 $110,533 $105,839
Average market value per preferred share (i) $ 25,000 $ 25,000 $25,000
Liquidation value, including dividends payable, per preferred share $ 25,011 $ 25,000 $25,000
Ratios to average net assets of common shareowners before waivers and
reimbursement of expenses (j)
Net expenses(g) 1.03% 1.04% 0.96%(h)
Net investment income before preferred share dividends 6.64% 7.60% 6.90%(h)
Preferred share dividends 0.80% 0.43% 0.21%(h)
Net investment income available to common shareowners 5.84% 7.17% 6.69%(h)
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) The Trust's common shares were first publicly offered on July 18, 2003.
(c) Net asset value immediately after the closing of the first public offering
was $14.30.
(d) Amount is less than $0.01 per share.
(e) 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.
(f) 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. Total investment return less than a
full period is not annualized. Past performance is not a guarantee of future
results.
(g) Expense ratios do not reflect the effect of dividend payments to preferred
shareowners.
(h) Annualized.
(i) Market value is redemption value without an active market.
(j) Waiver applies to period ended 4/30/04 only.
The information above represents the audited 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. 27
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/08
--------------------------------------------------------------------------------
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 the Trust may seek capital
appreciation to the extent consistent with its primary investment objective.
The Trust may invest in both investment 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.
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 from time to time. Please refer to those documents
when considering the Trust's investment risks. At times, the Trust's
investments may represent industries or industry sectors that are interrelated
or have common risks, making it more susceptible to any economic, political, or
regulatory developments or other risks affecting those industries and sectors.
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, and the reported amounts of income,
expenses and gains and losses on investments during the reporting year. Actual
results could differ from those estimates.
28
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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:
A. Security Valuation
Security transactions are recorded as of trade date. Securities are valued
at prices supplied by independent pricing services, which consider such
factors as Treasury spreads, yields, maturities and ratings. Valuations
may be supplemented by values obtained from dealers and other sources, as
required. The values of interest rate swaps are determined by obtaining
dealer quotations. Securities for which market quotations are not readily
available are valued using fair value methods pursuant to procedures
adopted by the Board of Trustees. At April 30, 2008, there were no
securities that were valued using fair value methods. Temporary cash
investments are valued at net asset value.
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. Discount and premium on debt
securities are accreted or amortized, respectively, daily on an effective
yield to maturity basis and are included in interest income. Interest
income, including interest bearing cash accounts, is recorded on an
accrual basis.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
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. All tax returns filed thus far are 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
29
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
distributions may be shown in the accompanying financial statements as
from or in excess of net investment income or as from net realized gain
(loss) on investment transactions, or as from paid in-capital, depending
on the type of book/tax differences that may exist.
At April 30, 2008, the Trust reclassified $213,486 to increase accumulated
net realized loss on investments and increase undistributed net investment
income to reflect permanent book/tax differences. This reclassification
has no impact on the net assets of the Trust and presents the Trust's
capital accounts on a tax basis.
The Trust has elected to defer $6,229,975 in capital losses realized
between November 1, 2007 and April 30, 2008 to its fiscal year ending
April 30, 2009.
At April 30, 2008, the Trust had a capital loss carryforward of
$10,493,599 which is comprised of $6,354,842 which will expire in 2014 and
$4,138,757 which will expire in 2015, if not utilized.
The tax character of distributions paid to common and preferred
shareowners during the years ended April 30, 2008 and April 30, 2007 was
as follows:
--------------------------------------------------------------------------------
2008 2007
--------------------------------------------------------------------------------
Distributions paid from:
Tax exempt income $21,567,992 $20,032,010
Ordinary income 655,401 480,476
----------- -----------
Total $22,223,393 $20,512,486
=========== ===========
--------------------------------------------------------------------------------
The following shows the components of distributable earnings on a
federal income tax basis at April 30, 2008.
--------------------------------------------------------------------------------
Undistributed tax-exempt income $ 2,495,896
Capital loss carryforward (10,493,599)
Post-October loss deferred (6,229,975)
Dividend payable (39,283)
Unrealized appreciation 10,238,231
-----------
Total $(4,028,730)
============
--------------------------------------------------------------------------------
30
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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, the
difference between book and tax accounting for swap agreements and other
temporary differences.
C. Automatic Dividend Reinvestment Plan
All common shareowners 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.
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.
31
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
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.
2. Management Agreement
Pioneer Investment Management, Inc. ("PIM"), a wholly owned indirect subsidiary
of UniCredit S.p.A. ("UniCredit"), manages the Trust's portfolio. Management
fees payable under the Trust's Advisory Agreement with PIM are calculated daily
at the annual rate of 0.60% of the Trust's average daily managed assets.
"Managed assets" is the average daily value of the Trust's total assets minus
the sum of the Trust's liabilities, which liabilities exclude debt related to
leverage, short-term debt and the aggregate liquidation preference of any
outstanding preferred shares. For the year ended April 30, 2008, the net
management fee was equivalent to 0.60% of the Trust's average daily managed
assets, which was equivalent to 0.78% 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. Included
in "Due to affiliates" reflected on the Statement of Assets and Liabilities is
$208,386 in management costs, administrative costs and certain other fees
payable to PIM at April 30, 2008.
The Trust has retained Princeton Administrators, LLC ("Princeton") to provide
certain administrative services to the Trust on its behalf. The Trust pays
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.
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
32
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
transfer agent, registrar, dividend paying agent and auction agent with respect
to the Trust's Auction Preferred Shares ("APS"). The Trust pays Deutsche Bank
an annual fee, as is agreed to from time to time by the Trust and Deutsche
Bank, for providing such services.
4. Expense Offset Arrangements
The Trust has entered into an arrangement with its custodian whereby credits
realized as a result of uninvested cash balances are used to reduce a portion
of the Trust's custodian expenses. For the year ended April 30, 2008, the Trust
expenses were reduced by $203 under such arrangement.
5. 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. However,
at April 30, 2008, the Trust does not anticipate non-performance by any
counterparty. Risk may also arise with regard to market movements in the value
of the swap
33
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
arrangement that do not exactly offset the changes in the related dividend
requirement or interest expense on the Trust's leverage.
Under the terms of the agreement entered into by the Trust, the Trust receives
a floating rate of interest and pays a fixed rate of interest for the term.
Details of the swap agreement outstanding as of April 30, 2008 were as follows:
--------------------------------------------------------------------------------
Notional
Termination Amount Fixed Floating Unrealized
Counterparty Date (000) Rate Rate Appreciation
---------------------------------------------------------------------------------------
UBS AG April 5, 2009 $50,000 2.665% 1 month BMA $(250,905)
--------------------------------------------------------------------------------
6. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Transactions in common shares of beneficial interest for the years ended April
30, 2008 and April 30, 2007 were as follows:
--------------------------------------------------------------------------------
2008 2007
------------ -------------
Shares outstanding at
beginning of year 22,120,893 22,120,893
Reinvestment of distributions 6,849 -
---------- ----------
Shares outstanding at
end of year 22,127,742 22,120,893
========== ==========
--------------------------------------------------------------------------------
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 April 30, 2008, 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 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. You will not be able to sell your APS at an auction
if the auction fails. Since February 13, 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 2.77% to 6.00% during
the year ended April 30, 2008.
34
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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, asset coverage with respect to the outstanding
preferred shares would be less than 200%.
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 Agreement and
Declaration of Trust 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.
7. New Pronouncements
In September 2006, Statement of Financial Accounting Standards No. 157, Fair
Value Measurements ("SFAS 157"), was issued and is effective for fiscal years
beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Management is currently evaluating the impact the adoption of
SFAS 157 will have on the Trust's financial statement disclosures.
In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities ("SFAS 161"), was issued
and is effective for fiscal years beginning after November 15, 2008. SFAS 161
requires enhanced disclosures about an entity's derivative and hedging
activities. Management is
35
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 4/30/08 (continued)
--------------------------------------------------------------------------------
currently evaluating the impact the adoption of SFAS 161 will have on the
Trust's financial statement disclosures.
8. Subsequent Events
Subsequent to April 30, 2008, the Board of Trustees of the Trust declared a
dividend from undistributed net investment income of $0.07 per common share
payable May 30, 2008, to shareowners of record on May 15, 2008.
Subsequent to April 30, 2008, dividends declared and paid on preferred shares
totaled $269,094 in aggregate for the two outstanding preferred share series
through June 5, 2008.
ADDITIONAL INFORMATION (unaudited)
During the period, there were 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. Day-to-day management of the
Trust's portfolio is the responsibility of David Eurkus. Mr. Eurkus is
supported by the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio manager and
the team also may draw upon the research and investment management expertise of
Pioneer's affiliate, Pioneer Investment Management Limited. Mr. Eurkus joined
Pioneer as a senior vice president in January 2000 and has been an investment
professional since 1969.
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.
Additional Information Regarding the Trust's Investment Policies (unaudited)
Under the new policy, up to 60% of the Trust's portfolio of municipal
securities may be rated below investment grade at the time of acquisition (that
is, "Ba" or lower by Moody's Investors Services, Inc. ("Moody's") or "BB" or
lower by Standard & Poor's Rating Group ("S&P")). This percentage previously
was no more than 50%. In addition, the Trust's policy of maintaining a
dollar-weighted average credit
36
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
rating of at least investment grade has been eliminated to allow for
utilization of the new 60% policy. Consistent with the new 60% policy, at least
40% of the Trust's portfolio of municipal securities will be rated investment
grade at the time of acquisition (that is, at least "Baa" by Moody's or "BBB"
by S&P) or, if unrated, determined by the Trust's investment adviser to be of
comparable credit quality.
PIM believes that a higher exposure to below investment grade municipal
securities, upon careful consideration of the risks that these securities may
present, may enable the Trust to capitalize on the yield advantage of the lower
rated municipal securities over higher rated securities in current and future
environments and thereby enhance the Trust's income potential and overall
performance. This change may align the Trust more closely with its peers from
an income perspective over time.
CEO CERTIFICATION DISCLOSURE (unaudited)
The Trust's Chief Executive Officer has submitted to the New York Stock
Exchange the annual CEO certification as required by Section 303A.12(a) of the
NYSE Listed Company Manual. In addition, the Trust has filed with the
Securities and Exchange Commission the certification of its Chief Executive
Officer and Chief Financial Officer required by Section 302 of the
Sarbanes-Oxley Act.
IMPORTANT TAX INFORMATION (unaudited)
All of the net investment income distributions paid by the Pioneer Municipal
High Income Trust during the taxable year ended April 30, 2008 qualify as
tax-exempt interest dividends for federal income tax purposes except for the
following per share distributions:
--------------------------------------------------------------------------------
Payable Ordinary
Date Income
--------------------------------------------------------------------------------
Common Shareowners 12/20/2007 $0.0248
Preferred Shareowners
Series A 12/26/2007 $ 27.57
Series A 1/2/2008 $ 1.04
Series B 12/20/2007 $ 20.09
Series B 12/27/2007 $ 8.38
--------------------------------------------------------------------------------
37
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
RESULTS OF SHAREOWNER MEETING (unaudited)
--------------------------------------------------------------------------------
On September 11, 2007, Pioneer Municipal High Income Trust held its annual
meeting of shareowners to elect Class I Trustees. All Class I Trustees were
elected. Here are the detailed results of the votes.
Proposal 1 - To elect Class I Trustees.
--------------------------------------------------------------------------------
Nominee Affirmative Withheld
--------------------------------------------------------------------------------
David R. Bock 21,124,932 476,802
Stephen K. West 21,096,842 504,892
John F. Cogan, Jr.+ 3,693 8
--------------------------------------------------------------------------------
+ Elected by Preferred Shares only
38
Pioneer Municipal High Income Trust
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
To the Board of Trustees and the Shareowners of
Pioneer Municipal High Income Trust:
We have audited the accompanying statement of assets and liabilities of Pioneer
Municipal High Income Trust (the "Trust"), including the schedule of
investments, as of April 30, 2008, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of
the periods indicated therein. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. We were not engaged to perform an audit of the Trust's internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trust's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our procedures included
confirmation of securities owned as of April 30, 2008, by correspondence with
the custodian and brokers or by other appropriate auditing procedures where
replies from brokers were not received. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pioneer Municipal High Income Trust at April 30, 2008, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the periods indicated therein, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 20, 2008
39
Pioneer Municipal High Income Trust
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APPROVAL OF INVESTMENT ADVISORY AGREEMENT
--------------------------------------------------------------------------------
Pioneer Investment Management, Inc. ("PIM") serves as the Trust's investment
adviser pursuant to an investment advisory agreement between PIM and the Trust.
The Trustees of the Trust, as required by law, determine annually whether to
continue the investment advisory agreement for the Trust.
In connection with their most recent consideration of the investment advisory
agreement for the Trust, the Trustees received and reviewed a substantial
amount of information provided by PIM in response to requests of the
independent Trustees and their independent legal counsel. The independent
Trustees met on a number of occasions with PIM and also separately with their
independent legal counsel to evaluate and discuss the information provided to
them by PIM. At a meeting held on November 13, 2007, based on their evaluation
of the information provided by PIM, the Trustees, including the independent
Trustees voting separately, unanimously approved the continuation of the
investment advisory agreement for another year.
In considering the continuation of the investment advisory agreement, the
Trustees considered various factors that they determined were relevant,
including the factors described below. The Trustees did not identify any single
factor as the controlling factor in determining to approve the continuation of
the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services provided
by PIM to the Trust, taking into account the investment objective and strategy
of the Trust and the information related to the Trust provided to the Trustees
at each quarterly meeting. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for
the Trust and its research process. The Trustees considered the resources of
PIM and the personnel of PIM who provide investment management services to the
Trust. They also considered PIM's compliance and legal resources and personnel.
In addition, the Trustees considered the other services that PIM provides to
the Trust under the investment advisory agreement and that, as administrator,
PIM is responsible for the administration of the Trust's business and other
affairs. It was noted that PIM supervises and monitors the performance of the
Trust's service providers and provides the Trust with personnel (including
officers) as are necessary
40
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
for the Trust's operations. The Trustees considered the fees paid to PIM for
the provision of such services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services provided by PIM to the Trust were satisfactory and
consistent with the terms of the investment advisory agreement.
Performance of the Trust
The Trustees considered the performance results of the Trust over various time
periods. They reviewed information comparing the Trust's performance with the
average performance of its peer group of funds as classified by Morningstar,
Inc. ("Morningstar"), an independent provider of investment company data, and
with the performance of the Trust's benchmark index. The Trustees considered
that the Trust's annualized total return was in the second quintile of its
Morningstar category for the one and three year periods ended June 30, 2007.
(In all quintile rankings referred to throughout this disclosure, first
quintile is most favorable to the Trust's shareowners. Thus, highest relative
performance would be first quintile and lowest relative expenses would also be
first quintile.) The Trustees concluded that the investment performance of the
Trust was satisfactory.
Management Fee and Expenses
The Trustees considered information on the fees and expenses of the Trust in
comparison to the management fees and the expense ratios of a peer group of
funds selected on the basis of criteria determined by the independent Trustees
for this purpose using data provided by Strategic Insight Mutual Fund Research
and Consulting, LLC ("Strategic Insight"), an independent third party.
The Trustees considered that the Trust's management fee for the twelve months
ended June 30, 2007 was in the third quintile relative to the management fees
paid by other funds in its Strategic Insight peer group for the comparable
period. The Trustees also considered that the Trust's expense ratio for the
twelve months ended June 30, 2007 was in the third quintile relative to its
Strategic Insight peer group. It was noted that PIM did not currently manage
any separate accounts with an investment objective and strategies that were
similar to the Trust.
The Trustees concluded that the management fee payable by the Trust to PIM was
reasonable in relation to the nature and quality of
41
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
--------------------------------------------------------------------------------
services provided, taking into account the fees charged by other advisers for
managing comparable funds with similar strategies. The Trustees also concluded
that the Trust's expense ratio was reasonable, taking into account the size of
the Trust, the quality of services provided by PIM and the investment
performance of the Trust.
Profitability
The Trustees considered information provided by PIM regarding the profitability
of PIM with respect to the advisory services provided by PIM to the Trust,
including the methodology used by PIM in allocating certain of its costs to the
management of the Trust. The Trustees also considered PIM's profit margin in
connection with the overall operation of the Trust. They further reviewed the
financial results realized by PIM and its affiliates from non-Trust businesses.
The Trustees considered PIM's profit margins with respect to the Trust in
comparison to the limited industry data available and noted that the
profitability of any adviser was affected by numerous factors, including its
organizational structure and method for allocating expenses. The Trustees
recognized that PIM should be entitled to earn a reasonable level of profit for
the services provided to the Trust. The Trustees concluded that PIM's
profitability with respect to the management of the Trust was not unreasonable.
Economies of Scale
The Trustees considered the extent to which PIM may realize economies of scale
or other efficiencies in managing and supporting the Trust. Since the Trust is
a closed-end fund and its size is relatively stable at an asset level that was
anticipated when the management fee was initially set, the majority of the
Trustees concluded that economies of scale were not a relevant consideration.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with
the Trust. The Trustees considered that an affiliate of PIM serves as the
Trust's transfer agent. The Trustees further considered the intangible benefits
to PIM by virtue of its relationship with the Trust and the other Pioneer
funds. The Trustees concluded that the receipt of these benefits was reasonable
in the context of the overall relationship between PIM and the Trust.
42
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Conclusion
After consideration of the factors described above as well as other factors,
the Trustees, including all of the independent Trustees, concluded that the
terms of the investment advisory agreement between PIM and the Trust, including
the fees payable thereunder, were fair and reasonable and voted to approve the
proposed continuation of the investment advisory agreement for the Trust.
43
Pioneer Municipal High Income Trust
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TRUSTEES, OFFICERS AND SERVICE PROVIDERS
--------------------------------------------------------------------------------
Investment Adviser
Pioneer Investment Management, Inc.
Custodian
Brown Brothers Harriman & Co.
Independent Registered Public Accounting Firm
Ernst & Young LLP
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
Princeton Administrators, LLC
Trustees and Officers
The Board of Trustees provides broad supervision over the Trust's affairs. The
officers of the Trust are responsible for the Trust's operations. The Trustees
and officers are listed below, together with their principal occupations during
the past five years. Trustees who are interested persons of the Trust within
the meaning of the Investment Company Act of 1940 are referred to as Interested
Trustees. Trustees who are not interested persons of the Trust are referred to
as Independent Trustees. Each of the Trustees (except Mr. Kingsbury, Mr. West
and Mr. Bock) serves as a Trustee of each of the 77 U.S. registered investment
portfolios for which Pioneer serves as investment adviser (the "Pioneer
Funds"). Mr. Kingsbury serves as Trustee of 34 of the 77 Pioneer Funds, Mr.
West serves as Trustee of 33 of the 77 Pioneer Funds, and Mr. Bock serves as
Trustee of 76 of the 77 Pioneer Funds. The address for all Trustees and all
officers of the fund is 60 State Street, Boston, Massachusetts 02109.
The Trust's statement of additional information provides more detailed
information regarding the Trust's Trustees and is available upon request,
without charge, by calling 1-800-225-6292.
Proxy Voting Policies and Procedures of the Trust are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Trust voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is publicly available to
shareowners at www.pioneerinvestments.com and on the SEC's web site at
http://www.sec.gov.
44
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
INTERESTED TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
John F. Cogan, Jr. (81)* Chairman of the Class I Trustee since
Board, Trustee 2003. Term expires
and President in 2010. Elected by
Preferred Shares
only.
--------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (49)* Trustee and Class II Trustee since
Executive Vice 2007. Term expires
President in 2008.
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
John F. Cogan, Jr. (81)* Deputy Chairman and a Director of Pioneer Global Asset None
Management S.p.A. ("PGAM"); Non-Executive Chairman
and a Director of Pioneer Investment 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. Kingsbury (49)* Director, Chief Executive Officer and President of PIM- None
USA Inc. (since February 2007); Director and President
of Pioneer Investment Management, Inc. and Pioneer
Institutional Asset Management, Inc. (since February
2007); Executive Vice President of all of the Pioneer
Funds (since March 2007); Director of PGAM (since
April 2007); Head of New Markets Division, PGAM
(2000 - 2007)
--------------------------------------------------------------------------------------------------------------
*Mr. Cogan and Mr. Kingsbury are Interested Trustees because they are officers
or directors of the Trust's investment adviser and certain of its affiliates.
45
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
David R. Bock (64) Trustee Class I Trustee since
2005. Term expires
in 2010.
--------------------------------------------------------------------------------------------------------------
Mary K. Bush (60) Trustee Class III Trustee
since 2003. Term
expires in 2009.
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
David R. Bock (64) Executive Vice President and Chief Financial Officer, Director of The Enterprise
I-trax, Inc. (publicly traded health care services Social Investment Company
company) (2004 - 2007); Partner, Federal City Capital (privately-held affordable
Advisors (boutique merchant bank) (1997 to 2004 and housing finance company);
2008 - present); and Executive Vice President and and Director of New York
Chief Financial Officer, Pedestal Inc. (internet-based Mortgage Trust (publicly
mortgage trading company) (2000 - 2002) traded mortgage REIT)
--------------------------------------------------------------------------------------------------------------
Mary K. Bush (60) President, Bush International, LLC (international Director of Brady Corporation
financial advisory firm) (industrial identification and
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
--------------------------------------------------------------------------------------------------------------
46
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Margaret B.W. Graham (60) Trustee Class II Trustee since
2003. Term expires
in 2008.
--------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57) Trustee Class III Trustee
since 2006. Term
expires in 2009.
--------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (59) Trustee Class III Trustee
since 2003. Term
expires in 2009.
Elected by Preferred
Shares only.
--------------------------------------------------------------------------------------------------------------
Stephen K. West (79) Trustee Class I Trustee since
2003. Term expires
in 2010.
--------------------------------------------------------------------------------------------------------------
John Winthrop (71) Trustee Class II Trustee since
2003. Term expires
in 2008.
--------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Trustee
Margaret B.W. Graham (60) Founding Director, Vice-President and Corporate None
Secretary, The Winthrop Group, Inc. (consulting firm);
and Desautels Faculty of Management, McGill University
-----------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57) Private investor (2004 - present); and Senior Executive Director of Quadriserv Inc.
Vice President, The Bank of New York (financial and (technology products for
securities services) (1986 - 2004) securities lending industry)
------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (59) President and Chief Executive Officer, Newbury, Piret & Director of New America High
Company, Inc. (investment banking firm) Income Fund, Inc. (closed-end
investment company)
-----------------------------------------------------------------------------------------------------------------
Stephen K. West (79) Senior Counsel, Sullivan & Cromwell LLP (law firm) Director, The Swiss Helvetia
Fund, Inc. (closed-end
investment company)
-----------------------------------------------------------------------------------------------------------------
John Winthrop (71) President, John Winthrop & Co., Inc. None
(private investment firm)
-----------------------------------------------------------------------------------------------------------------
47
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
TRUST OFFICERS
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Dorothy E. Bourassa (60) Secretary Since 2003. Serves
at the discretion of
the Board
--------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (43) Assistant Since 2003. Serves
Secretary at the discretion of
the Board
--------------------------------------------------------------------------------------------------------------
Mark E. Bradley (48) Treasurer Since 2008. Serves
at the discretion of
the Board
--------------------------------------------------------------------------------------------------------------
Luis I. Presutti (43) Assistant Since 2003. Serves
Treasurer at the discretion of
the Board
--------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Dorothy E. Bourassa (60) Senior Vice President, General Counsel and Secretary None
of PIM-USA; Senior Vice President and General Counsel
of Pioneer; Secretary/Clerk of most of PIM-USA's
subsidiaries; and Secretary of all of the Pioneer Funds
since September 2003 (Assistant Secretary from
November 2000 to September 2003)
--------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (43) Vice President and Associate General Counsel of None
Pioneer since January 2008 and Assistant Secretary of
all of the Pioneer Funds since September 2003; Vice
President and Senior Counsel of Pioneer since July
2002 to December 2007
--------------------------------------------------------------------------------------------------------------
Mark E. Bradley (48) Vice President - Fund Accounting, Administration and None
Controllership Services of Pioneer; and Treasurer of all
of the Pioneer Funds since March 2008. Deputy
Treasurer of Pioneer and Assistant Treasurer of all of
the Pioneer Funds since November 2004 to March
2008; Treasurer and Senior Vice President, CDC IXIS
Asset Management Services from 2002 to 2003
--------------------------------------------------------------------------------------------------------------
Luis I. Presutti (43) Assistant Vice President - Fund Accounting, None
Administration and Controllership Services of Pioneer;
and Assistant Treasurer of all of the Pioneer Funds
--------------------------------------------------------------------------------------------------------------
48
Pioneer Municipal High Income Trust
--------------------------------------------------------------------------------
TRUST OFFICERS
--------------------------------------------------------------------------------
Positions Held Length of Service
Name and Age With the Trust and Term of Office
Gary Sullivan (50) Assistant Since 2003. Serves
Treasurer at the discretion of
the Board
--------------------------------------------------------------------------------------------------------------
Katherine Kim Sullivan (34) Assistant Since 2003. Serves
Treasurer at the discretion of
the Board
--------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (48) Chief Compliance Since January 2007.
Officer Serves at the
discretion of the
Board
--------------------------------------------------------------------------------------------------------------
Other Directorships Held
Name and Age Principal Occupation During Past Five Years by this Officer
Gary Sullivan (50) Fund Accounting Manager - Fund Accounting, None
Administration and Controllership Services of Pioneer;
and Assistant Treasurer of all of the Pioneer Funds
--------------------------------------------------------------------------------------------------------------
Katherine Kim Sullivan (34) Fund Administration Manager - Fund Accounting, None
Administration and Controllership Services since June
2003 and Assistant Treasurer of all of the Pioneer
Funds since September 2003; Assistant Vice President
- Mutual Operations of State Street Corporation from
June 2002 to June 2003 (formerly Deutsche Bank
Asset Management)
--------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (48) Chief Compliance Officer of Pioneer since December None
2006 and of all the Pioneer Funds since January 2007;
Vice President and Compliance Officer, MFS Investment
Management (August 2005 to December 2006);
Consultant, Fidelity Investments (February 2005 to
July 2005); Independent Consultant (July 1997 to
February 2005)
--------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, PIM and PIMSS is indirectly wholly owned
by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. PIM, the Trust's investment adviser, provides
investment management and financial services to mutual funds, institutional and
other clients.
49
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50
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51
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This page for your notes.
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52
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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 American Stock
checks, change of address, lost Transfer & Trust
stock certificates, stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit
our web site www.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 may also be viewed and copied
at the Commission's Public Reference Room in Washington, DC. Information
regarding the operations of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
The Trust's Chief Executive Officer is required by the New York Stock
Exchange's Listing Standards to file annually with the Exchange a
certification that he is not aware of any violation by the Trust of the
Exchange's Corporate Governance Standards applicable to the Trust. The Trust
has filed such certification.
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 $38,545 in 2008
and $37,060 in 2007.
(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.
Audit-Related Fees
Fees for the Trust's audit-related services totaled approximately
$9,285 in 2008 and $8,925 in 2007, which were related to the
issuance of agreed upon procedures report to the rating
agencies.
(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.
Tax Fees
Fees for tax compliance services, primarily for tax returns,
totaled approximately $7,820 and $7,515 for 2008 and 2007, respectively.
(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.
Other Fees
There were no other services provided to the Trust during the
fiscal years ended April 30, 2008 and 2007.
(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, 2008 and 2007, 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.
The aggregate non-audit fees for the Trust and affiliates,
as previously defined, totaled approximately $17,105 in 2008
and $16,440 in 2007. These fees include services provided
prior to May 6, 2003, the effective date of the pre-approval
process.
(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.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule 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.
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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
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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
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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.
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Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
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We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
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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.
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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.
Pioneer Municipal High Income Trust
Day-to-day management of the fund's portfolio is the responsibility of David
Eurkus, lead portfolio manager. Mr. Eurkus is supported by the fixed income
team. Members of this team manage other Pioneer funds investing primarily in
fixed income securities. The portfolio managers and the team also may draw upon
the research and investment management expertise of Pioneer's affiliate, Pioneer
Investment Management Limited. Mr. Eurkus joined Pioneer as a senior vice
president in 2001 and has been an investment professional since 1969. Mr.
Pynchon joined Pioneer as a vice president in 2000 and has been an investment
professional since 1982.
9. PORTFOLIO MANAGEMENT
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, 2008. 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 6 $2,233,379,000 N/A N/A
Investment
Companies
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Pooled 0 $0 N/A N/A
Investment Vehicles
-------------------- ----------------- ------------------- ------------------ -------------------
-------------------- ----------------- ------------------- ------------------ -------------------
Other Accounts 1 $6,249,000 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. The funds investment subadviser also
has adopted certain compliance procedures which are designed to address these
types of conflicts. However, there is no guarantee that such procedures will
detect each situation in which a conflict might arise. 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:
o Quantitative Investment Performance. The quantitative investment
performance calculation is based on pre-tax investment performance of
all of the accounts managed by the portfolio manager (which includes
the fund and any other accounts managed by the portfolio manager) over
a one-year period (20% weighting) and four-year period (80% weighting),
measured for periods ending on December 31. The accounts, which include
the fund, are ranked against a group of mutual funds with similar
investment objectives and investment focus (60%) and a broad-based
securities market index measuring the performance of the same type of
securities in which the accounts invest (40%), which, in the case of
the fund, is the Lehman Brothers Municipal Bond Index and the Lehman
Brothers Non-Investment Grade Municipal Bond 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 UniCredito
Italiano and the financial performance of Pioneer Global Asset Management
S.p.A., which are affiliates of Pioneer. Portfolio managers also may participate
in a deferred compensation program, whereby deferred amounts are invested in one
or more Pioneer funds.
Share Ownership by Portfolio Manager. The following table indicates as of April
30, 2007 the value, within the indicated range, of shares beneficially owned by
the portfolio manager of the fund.
--------------------------------------- -----------------------------------------------------------------
Name of Portfolio Manager Beneficial Ownership of the Fund*
--------------------------------------- -----------------------------------------------------------------
--------------------------------------- -----------------------------------------------------------------
David Eurkus A
--------------------------------------- -----------------------------------------------------------------
*Key to Ranges
A. None B. $1 - $10,000 C. $10,001 - $50,000 D. $50,001 - $100,000
E. $100,001 - $500,000 F. $500,001 - $1,000,000 G. Over $1,000,000
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the 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 June 27, 2008
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 June 27, 2008
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer
Date June 27, 2008
* Print the name and title of each signing officer under his or her signature.