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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21321
Pioneer Municipal High Income Trust
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Terrence J. Cullen, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: April 30
Date of reporting period: May 1, 2012 through April 30, 2013
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO SHAREOWNERS.
Pioneer Municipal High
Income Trust
--------------------------------------------------------------------------------
Annual Report | April 30, 2013
--------------------------------------------------------------------------------
Ticker Symbol: MHI
[LOGO] PIONEER
Investments(R)
visit us: us.pioneerinvestments.com
Table of Contents
Letter to Shareowners 2
Portfolio Management Discussion 4
Portfolio Summary 8
Prices and Distributions 9
Performance Update 10
Schedule of Investments 11
Financial Statements 21
Financial Highlights 24
Notes to Financial Statements 26
Report of Independent Registered Public Accounting Firm 34
Approval of Investment Advisory Agreement 36
Trustees, Officers and Service Providers 40
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 1
President's Letter
Dear Shareowner,
Pioneer continues to see only modest economic growth in the U.S. Employment
continues to rise, albeit slowly, and we believe it will continue to do so in
2013, barring a negative shock to the system. The housing and auto sectors
continue to recover, benefiting from record-low interest rates. Banks'
willingness to lend to consumers and businesses also continues to rise, broad
measures of inflation remain subdued, and, if the weather cooperates in 2013,
food prices should come back down. And, while corporate profit growth has
slowed, profits remain high and many U.S. companies continue to both pay and
increase dividends*. Offsetting some of these positives are the continued
contraction of fiscal policy in Washington and a recessionary Europe.
The Federal Reserve's aggressive monetary policy has driven Treasury yields to
generational lows and supported investments in all financial assets, including
equities and high-yield corporate bonds. For example, the Standard & Poor's 500
Index (the S&P 500), a broad measure of the U.S. stock market, returned 15.99%
for the full calendar year ended December 31, 2012, and the Bank of America
Merrill Lynch High Yield Master II Index (the High Yield Index), which measures
the performance of high-yield corporate bonds, returned 15.59% for the same
12-month period. On the other hand, the Barclays Aggregate Bond Index (the
Aggregate Index), which tracks the performance of a higher-quality bond
universe, gained 4.22% for the 12 months ended December 31, 2012; the
safer-still Barclays Government Credit Index (the Government/Credit Index)
returned 4.82%; and 3-month Treasury bills, generally regarded as essentially
"risk free" by the markets, returned just 0.09% in 2012. "Risky" assets
outperformed again in the first quarter of 2013, as the S&P 500 returned 10.60%
and the High Yield Index returned 2.89%. In contrast, the Aggregate Index
returned -0.12% in the first quarter, the Government Credit Index returned
-0.16%, and Treasury bills returned 0.02%.
Despite generally improving economic conditions and a rising stock market,
global economies and investors still face daunting challenges as 2013 moves
forward, although we remain cautiously optimistic. U.S. fiscal policy remains
unsettled, and we feel the U.S. government could be at risk of credit rating
downgrades from one or more of the major ratings agencies if the uncertainties
persist. The Federal Reserve continues to provide extraordinary support to the
U.S. economy and the bond market, but will not do so indefinitely. Europe has
made progress, but has not yet resolved its sovereign-debt/banking problem, nor
has the region been able to exit recession. Japan recently has unveiled
aggressive and unconventional monetary and fiscal policies, but the country
* Dividends are not guaranteed.
2 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
continues to face issues such as high levels of debt as well as an aging
population. China and other emerging economies, while generally in better
shape than most "developed" markets, also face a range of challenges.
While most of the risks outlined here are widely recognized and may already be
"priced in" to the market, we believe investors should continue to expect market
volatility.
At Pioneer, we have long advocated the benefits of staying diversified and
investing for the long term. And while diversification does not assure a profit
or protect against loss in a declining market, we believe there are still
opportunities for prudent investors to earn attractive returns. Our advice, as
always, is to work closely with a trusted financial advisor to discuss your
goals and work together to develop an investment strategy that meets your
individual needs, keeping in mind that there is no single best strategy that
works for every investor.
Pioneer's investment teams have, since 1928, sought out attractive opportunities
in global equity and bond markets, using in-depth research to identify
undervalued individual securities, and using thoughtful risk management to
construct portfolios which balance potential risks and reward in an
ever-changing world.
We encourage you to learn more about Pioneer and our time-tested approach to
investing by consulting with your financial advisor or visiting us online at
us.pioneerinvestments.com. We greatly appreciate your trust in us, and we thank
you for investing with Pioneer.
Sincerely,
/s/ Daniel K. Kingsbury
Daniel K. Kingsbury
President and CEO
Pioneer Investment Management USA, Inc.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes. Past performance is no guarantee of
future results, and there is no guarantee that market forecasts discussed will
be realized.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 3
Portfolio Management Discussion | 4/30/13
Municipal bonds, whether high-rated or high-yielding, generated solid
performance during the 12-month period ended April 30, 2013. In the following
interview, David Eurkus discusses the factors that influenced the performance of
Pioneer Municipal High Income Trust during the 12-month period. A senior vice
president and portfolio manager at Pioneer, Mr. Eurkus is responsible for the
daily management of the Trust.
Q How did Pioneer Municipal High Income Trust perform during the 12-month
period ended April 30, 2013?
A Pioneer Municipal High Income Trust returned 12.45% at net asset value and
11.48% at market price during the 12-month period ended April 30, 2013.
During the same period, the Trust's benchmarks, the Barclays High Yield
Municipal Bond Index and the Barclays Municipal Bond Index, returned
12.82% and 5.19%, respectively. The Barclays High Yield Municipal Bond
Index is designed to track the performance of lower-rated municipal
bonds. The Barclays Municipal Bond Index is designed to track the
performance of investment-grade municipal bonds. Unlike the Trust, the two
Barclays municipal indices do not use leverage. While the use of leverage
increases investment opportunity, it also increases investment risk. During
the same 12-month period, the average return (at market price) of the 12
closed end funds in Lipper's High Yield Municipal Debt Closed End Funds
category (which may or may not be leveraged), was 10.40%.
Shares of the Trust were selling at a 8.8% premium to net asset value at the
end of the period on April 30, 2013.
On April 30, 2013, the standardized 30-day SEC yield of the Trust's shares
was 2.00%.
Q How would you describe the investment environment for municipal securities
during the 12-month period ended April 30, 2013?
A During the 12-month period, investment-grade municipal securities attracted
investors because of their good values, better quality and very competitive
yields. Many municipal securities offered superior after-tax yields compared
with taxable bonds of similar quality and maturity. As a consequence, prices
rose as yields declined. At the same time, high-yield investors saw
additional opportunities to gain tax-advantaged income from
below-investment-grade, higher-yielding municipals. As a result of those
factors, prices tended to rise for both investment-grade municipal
securities, especially those with longer maturities, and higher-yielding,
lower-rated municipal debt.
4 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Q How did the market environment and your investment strategies affect the
Trust's performance during the 12-month period ended April 30, 2013?
A The Trust was positioned to benefit from the gains in the municipal market
during the period, given that both investment-grade and lower-rated, high-
yield municipal bonds rallied. Market conditions were favorable over
virtually the entire period, as demand for tax-advantaged municipal
securities remained robust, while supply continued to be limited. At the
same time, the Trust's use of leverage, or borrowed funds, helped magnify
the benefits derived from a rising market, while the low-interest-rate
environment meant that the Trust was able to borrow money at low rates.
We maintained a well-diversified portfolio of investment-grade and high-
yielding municipal bonds that had been selected after being scrutinized by
our research team at Pioneer. The Trust had investments in 141 different
bonds issued in 34 different states as of the end of the period on April 30,
2013. Consistent with our longer-term strategy, we invested the Trust's
assets almost exclusively in project-revenue securities backed by the
cash-flow streams of specific projects. We believe those investments should
be more reliable over the longer-term than general obligation bonds, which
are not backed by dedicated revenue sources and can be more sensitive to
changes in the financial health or credit ratings of the issuing
municipalities or public agencies.
At the end of the period, on April 30, 2013, more than half of the Trust's
total investment portfolio was allocated to investment-grade securities. The
remainder of the Trust's total investment portfolio was invested in
below-investment-grade securities.
Q Which types of investments had the biggest effect on the Trust's performance
during the 12-month period ended April 30, 2013?
A In general, the Trust's investments in project-revenue bonds issued by
hospitals, transportation projects and educational institutions performed
well during the period. One particular area of strength came from the
Trust's holdings in tobacco settlement bonds. One area of the Trust's
portfolio where there was some underperformance, however, came from
investments in continuing care retirement community (CCRC) projects. The
CCRC industry felt the secondary effects of weakness in the single-family
home market, as many prospective residents found it difficult to sell their
existing homes at prices high enough to enable them to afford living in the
CCRC. As a consequence, CCRC occupancy levels were below expectations in
some communities.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 5
Q How did the level of leverage employed by the Trust change over the 12-month
period ended April 30, 2013?
A At the end of the period on April 30, 2013, 23.3% of the Trust's total
managed assets were financed by leverage, compared with 24.1% of the Trust's
total managed assets financed by leverage at the start of the fiscal year on
May 1, 2012. The decrease was due to an increase in the value of securities
in which the Trust had invested.
Q What is your investment outlook?
A We continue to be positive about the prospects for the municipal market,
including both investment-grade and high-yielding debt.
We think the overall economy should continue to improve, although growth is
likely to remain gradual. Interest rates are likely to remain low. At the
same time, we anticipate that investors' appetite for tax-advantaged
municipal securities should continue to be strong. The recent increases in
marginal tax rates for higher-income households, and in payroll taxes for
virtually all taxpayers, and the new taxes associated with the government's
Affordable Care Act should help sustain this demand. Even after the price
gains and declines in yields of the past year, the yields of municipal
securities remain high enough to continue to attract new investors who are
looking for alternatives to taxable income products.
We continue to position the Trust's portfolio with a focus on longer-
maturity, investment-grade bonds as well as high-yielding municipal debt. We
have emphasized those sectors in which we have seen superior relative value,
including the health care industry and tobacco settlement bonds. We have
kept the Trust's portfolio well diversified, and we continue to emphasize
project revenue bonds. In managing the Trust's portfolio of investments, we
intend to maintain our focus on intensive, independent research and to
carefully monitor the credit-worthiness of every prospective project and
issuing agency and municipality.
Note to Shareowners of Pioneer Municipal High Income Trust
Effect May 17, 2013, after the end of the 12-month period covered by this
report, Jonathan Chirunga joined David Eurkus as a portfolio manager on the
Trust, replacing Timothy Pynchon, who also was a portfolio manager on the Trust.
Mr. Chirunga joined Pioneer in 2011 as an associate portfolio manager and credit
analyst. As an associate portfolio manager, Mr. Chirunga covered all municipal
high-yield bond sectors and provided investment recommendations to all of
Pioneer's fixed-income funds.
Please refer to the Schedule of Investments on pages 11-20 for a full listing of
Trust securities.
Investments in high-yield or lower-rated securities are subject to greater-than-
average risk.
6 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
The Trust may invest in securities of issuers that are in default or that are in
bankruptcy.
A portion of income may be subject to state, federal, and/or alternative minimum
tax. Capital gains, if any, are subject to a capital gains tax.
When interest rates rise, the prices of debt securities held by the Trust will
generally fall. Conversely, when interest rates fall the prices of debt
securities held by the Trust generally will rise.
By concentrating in municipal securities, the Trust is more susceptible to
adverse economic, political or regulatory developments than is a portfolio that
invests more broadly.
Investments in the Trust are subject to possible loss due to the financial
failure of the issuers of the underlying securities and the issuers' inability
to meet their debt obligations.
The Trust may invest up to 20% of its total assets in illiquid securities.
Illiquid securities may be difficult to dispose of at a fair price at the times
when the Trust believes it is desirable to do so, and their market price is
generally more volatile than that of more liquid securities. Illiquid securities
are also more difficult to value and investment of the Trust's assets in
illiquid securities may restrict the Trust's ability to take advantage of market
opportunities.
The Trust uses leverage through the issuance of preferred shares. Leverage
creates significant risks, including the risk that the Trust's incremental
income or capital appreciation will not be sufficient to cover the cost of
leverage, which may adversely affect the return for the holders of common
shares. Since February of 2008, regularly scheduled auctions for the Trust's
preferred shares have failed and preferred shareowners have not been able to
sell their shares at auction. The Board of Trustees of the Trust has considered,
and continues to consider, this issue.
The Trust is required to maintain certain regulatory and rating agency asset
coverage requirements in connection with its outstanding preferred shares. In
order to maintain required asset coverage levels, the Trust may be required to
alter the composition of its investment portfolio or take other actions, such as
redeeming preferred shares with the proceeds from portfolio transactions, at
what might be inopportune times in the market. Such actions could reduce the net
earnings or returns to holders of the Trust's common shares over time.
Risks of investing in the Trust are discussed in greater detail in the Trust's
original offering prospectus and in shareowner reports issued from time to time.
These risks may increase share price volatility.
Past performance is no guarantee of future results, and there is no guarantee
that market forecasts discussed will be realized.
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Trust's historical or future performance are
statements of opinion as of the date of this report. These statements should not
be relied upon for any other purposes.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 7
Portfolio Summary | 4/30/13
Portfolio Diversification
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Health Revenue Bonds 17.3%
Facilities Revenue Bonds 14.8%
Insured 14.4%
Other Revenue Bonds 14.1%
Tobacco Revenue Bonds 12.7%
Development Revenue Bonds 9.5%
Education Revenue Bonds 6.5%
Airport Revenue Bonds 5.1%
Transportation Revenue Bonds 2.6%
Pollution Control Revenue Bonds 1.8%
Water Revenue Bonds 1.2%
Portfolio Quality
--------------------------------------------------------------------------------
(As a percentage of total investment portfolio; based on Standard & Poor's
ratings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
AAA 10.2%
AA 14.0%
A 6.6%
BBB 13.3%
BB 5.3%
B 9.4%
NR 41.2%
Bond ratings are ordered highest to lowest in portfolio. Based on Standard &
Poor's measures, AAA (highest possible rating) through BBB are considered
investment grade; BB or lower ratings are considered non-investment grade. Cash
equivalents and some bonds may not be rated.
The portfolio is actively managed and current holdings may be different.
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of long-term holdings)*
1. Metropolitan Pier & Exposition Authority Dedicated State Tax Revenue, 0.0%, 6/15/22 3.81%
---------------------------------------------------------------------------------------------------
2. Lehman Municipal Trust Receipts Revenue, 13.661%, 8/21/35 3.23
---------------------------------------------------------------------------------------------------
3. State of Washington, General Obligation, 0.0%, 6/1/22 2.76
---------------------------------------------------------------------------------------------------
4. North Texas Tollway Authority Transportation Revenue, 5.75%, 1/1/33 2.65
---------------------------------------------------------------------------------------------------
5. Lehman Municipal Trust Receipts Revenue, RIB, 12.845%, 9/20/28 (144A) 2.49
---------------------------------------------------------------------------------------------------
6. New York State Dormitory Authority Revenue, 15.488%, 5/29/14 (144A) 2.40
---------------------------------------------------------------------------------------------------
7. Massachusetts Development Finance Agency Revenue, 5.75%, 1/1/42 2.25
---------------------------------------------------------------------------------------------------
8. State of Texas, General Obligation, 14.59%, 4/1/30 2.05
---------------------------------------------------------------------------------------------------
9. Tobacco Settlement Financing Corp., Revenue, 6.75%, 6/1/39 1.89
---------------------------------------------------------------------------------------------------
10. Tobacco Settlement Authority Revenue, 6.625%, 6/1/32 1.68
---------------------------------------------------------------------------------------------------
* This list excludes temporary cash investments 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.
8 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Prices and Distributions | 4/30/13
Market Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4/30/13 4/30/12
--------------------------------------------------------------------------------
$16.02 $15.49
--------------------------------------------------------------------------------
Premium 8.8% 9.7%
--------------------------------------------------------------------------------
Net Asset Value per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4/30/13 4/30/12
--------------------------------------------------------------------------------
$ 14.72 $ 14.12
--------------------------------------------------------------------------------
Distributions per Common Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Short-Term Long-Term
Dividends Capital Gains Capital Gains
--------------------------------------------------------------------------------
5/1/12 - 4/30/13 $ 1.1400 $ -- $ --
--------------------------------------------------------------------------------
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 9
Performance Update | 4/30/13
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in market value, including
reinvestment of dividends and distributions, of a $10,000 investment made in
common shares of Pioneer Municipal High Income Trust, compared to that of the
Barclays Municipal Bond Index and Barclays High Yield Municipal Bond Index.
Average Annual Total Returns
(As of April 30, 2013)
--------------------------------------------------------------------------------
Net Asset Market
Period Value (NAV) Price
--------------------------------------------------------------------------------
Life-of-Trust
(7/17/2003) 7.67% 8.10%
5 Years 9.18 11.34
1 Year 12.45 11.48
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Market Value of $10,000 Investment
Pioneer Municipal Barclays Municipal Barclays High Yield
High Income Trust Bond Index Municipal Bond Index
7/31/2003 $ 10,000 $ 10,000 $ 10,000
4/30/2004 $ 9,589 $ 10,441 $ 10,891
4/30/2005 $ 10,868 $ 11,153 $ 12,262
4/30/2006 $ 10,666 $ 11,394 $ 13,177
4/30/2007 $ 12,804 $ 12,052 $ 14,487
4/30/2008 $ 12,511 $ 12,388 $ 13,523
4/30/2009 $ 10,153 $ 12,773 $ 11,127
4/30/2010 $ 15,097 $ 13,904 $ 14,194
4/30/2011 $ 15,254 $ 14,211 $ 14,668
4/30/2012 $ 19,213 $ 15,826 $ 17,038
4/30/2013 $ 21,417 $ 16,646 $ 19,222
Call 1-800-225-6292 or visit us.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 NAV due to such factors as interest rate changes
and the perceived credit quality of borrowers.
Total investment return does not reflect broker sales charges or commissions.
All performance is for common shares of the Trust.
Closed-end funds, unlike open-end funds, are not continuously offered. There is
a one-time public offering and once issued, shares of closed-end funds are sold
in the open market through a stock exchange and frequently trade at prices lower
than their NAV. NAV is total assets less total liabilities which includes
preferred shares, divided by the number of common shares outstanding.
When NAV is lower than market price, dividends are assumed to be reinvested at
the greater of NAV or 95% of the market price. When NAV is higher, dividends are
assumed to be reinvested at prices obtained under the Trust's dividend
reinvestment plan.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Trust distributions or the sale of Trust shares.
The Barclays Municipal Bond Index is an unmanaged, broad measure of the
municipal bond market. The Barclays High Yield Municipal Bond Index is
unmanaged, totals over $26 billion in market value and maintains over 1300
securities. Municipal bonds in this index have the following requirements:
maturities of one year or greater, sub investment grade (below Baa or
non-rated), fixed coupon rate, issued after 12/31/90, deal size over $20
million, and maturity size of at least $3 million. Index returns are calculated
monthly, assume reinvestment of dividends and, unlike Trust returns, do not
reflect any fees, expenses or sales charges. The indices do not employ leverage.
It is not possible to invest directly in the indices.
10 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Schedule of Investments | 4/30/13
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
TAX EXEMPT OBLIGATIONS --
126.2% of Net Assets
Alabama -- 2.1%
2,500,000 NR/B2 Alabama Industrial Development Authority
Solid Waste Disposal Revenue, 6.45%,
12/1/23 $ 2,512,625
4,500,000 NR/NR Huntsville-Redstone Village Special Care
Facilities Financing Authority Nursing Home
Revenue, 5.5%, 1/1/43 4,460,580
--------------
$ 6,973,205
----------------------------------------------------------------------------------------------------
Arizona -- 0.7%
974,000 NR/Baa3 Pima County Industrial Development Authority
Education Revenue, 6.75%, 7/1/31 $ 975,403
950,000 NR/Baa3 Pima County Industrial Development Authority
Education Revenue, 7.25%, 7/1/31 952,099
500,000 NR/Baa2 Yavapai County Industrial Development Authority
Medical Revenue, 6.0%, 8/1/33 506,260
--------------
$ 2,433,762
----------------------------------------------------------------------------------------------------
California -- 14.4%
3,000,000(a) NR/A1 Abag Finance Authority for Nonprofit Corp.,
Revenue, 5.75%, 7/1/37 $ 3,402,990
5,100,000 B-/NR California County Tobacco Securitization
Agency Revenue, 5.125%, 6/1/38 4,564,194
1,450,000 NR/NR California Enterprise Development Authority
Recovery Zone Facility Revenue, 8.5%, 4/1/31 1,673,286
5,000,000 NR/Baa3 California Pollution Control Financing Authority,
5.0%, 7/1/37 5,211,450
1,400,000 NR/NR California Statewide Communities Development
Authority, 5.625%, 11/1/33 1,402,744
568,006(b) NR/NR California Statewide Communities Development
Authority Environmental Facilities Revenue,
9.0%, 12/1/38 5,004
4,000,000 BB/NR California Statewide Communities Development
Authority Revenue Higher Education Revenue,
7.25%, 10/1/38 (144A) 4,060,280
5,150,000(a) AA+/Aaa Golden State Tobacco Securitization Corp.,
Revenue Bonds, 7.8%, 6/1/42 5,183,166
7,000,000(a) AA+/Aaa Golden State Tobacco Securitization Corp.,
Revenue Bonds, 7.875%, 6/1/42 7,045,500
7,885,000 AA-/WR Lehman Municipal Trust Receipts Revenue,
RIB, 12.845%, 9/20/28 (144A) 10,605,798
2,000,000 B-/Caa1 Tobacco Securitization Authority of Northern
California Revenue, 5.375%, 6/1/38 1,806,540
3,000,000 BB+/B3 Tobacco Securitization Authority of Southern
California Revenue, 5.0%, 6/1/37 2,763,420
--------------
$ 47,724,372
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 11
Schedule of Investments | 4/30/13 (continued)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Colorado -- 0.9%
2,000,000 BBB+/NR Colorado Health Facilities Authority Revenue,
5.25%, 5/15/42 $ 2,063,020
1,000,000 NR/NR Kremmling Memorial Hospital District
Certificate of Participation, 7.125%, 12/1/45 1,119,660
--------------
$ 3,182,680
----------------------------------------------------------------------------------------------------
Connecticut -- 6.0%
1,000,000 NR/NR Hamden Connecticut Facility Revenue,
7.75%, 1/1/43 $ 1,089,750
10,335,000(c) AAA/WR Lehman Municipal Trust Receipts Revenue,
13.661%, 8/21/35 13,726,947
5,000,000 B/NR Mohegan Tribe of Indians Gaming Authority,
6.25%, 1/1/31 5,004,050
--------------
$ 19,820,747
----------------------------------------------------------------------------------------------------
District of Colombia -- 3.6%
5,000,000 BBB/Baa1 District of Columbia Tobacco Settlement
Financing Corp., 6.5%, 5/15/33 $ 5,957,950
6,000,000 BBB/Baa1 District of Columbia Tobacco Settlement
Financing Corp., 6.75%, 5/15/40 6,164,880
--------------
$ 12,122,830
----------------------------------------------------------------------------------------------------
Florida -- 7.2%
1,500,000 NR/NR Alachua County Health Facilities Authority
Revenue, 8.125%, 11/15/41 $ 1,767,705
1,500,000 NR/NR Alachua County Health Facilities Authority
Revenue, 8.125%, 11/15/46 1,767,705
1,400,000 NR/NR Beacon Lakes Community Development
District Special Assessment, 6.9%, 5/1/35 1,416,618
500,000 NR/B1 Capital Trust Agency Revenue Bonds,
7.75%, 1/1/41 562,245
1,000,000 NR/NR Florida Development Finance Corp.,
Educational Facilities Revenue, 6.0%,
9/15/40 1,067,970
2,000,000 NR/NR Florida Development Finance Corp.,
Educational Facilities Revenue, 7.625%,
6/15/41 2,389,300
1,000,000 NR/NR Florida Development Finance Corp.,
Educational Facilities Revenue, 7.75%,
6/15/42 1,142,380
1,000,000(a) NR/WR Hillsborough County Industrial Development
Authority Revenue, 8.0%, 8/15/32 1,408,470
2,260,000 NR/NR Liberty County Subordinate Revenue,
8.25%, 7/1/28 2,285,719
2,500,000 A/A2 Miami-Dade County Florida Aviation Revenue,
5.5%, 10/1/41 2,884,500
1,000,000 NR/NR St. Johns County Industrial Development
Authority Revenue, 5.25%, 1/1/26 778,030
The accompanying notes are an integral part of these financial statements.
12 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Florida -- (continued)
2,000,000 NR/NR St. Johns County Industrial Development
Authority Revenue, 5.375%, 1/1/40 $ 1,419,500
5,000,000 NR/Baa1 Tallahassee Health Facilities Revenue,
6.375%, 12/1/30 5,078,200
--------------
$ 23,968,342
----------------------------------------------------------------------------------------------------
Georgia -- 2.7%
4,240,000 AA-/WR Atlanta Georgia Water and Wastewater
Revenue, RIB, 12.567%, 11/1/43 (144A) $ 4,866,036
500,000 B-/NR Clayton County Development Authority
Revenue, 9.0%, 6/1/35 553,790
2,400,000 NR/NR Fulton County Residential Care Facilities
Revenue, 5.0%, 7/1/27 2,434,080
1,100,000 NR/NR Fulton County Residential Care Facilities
Revenue, 5.125%, 7/1/42 1,105,346
--------------
$ 8,959,252
----------------------------------------------------------------------------------------------------
Idaho -- 1.5%
5,000,000 A-/Baa1 Power County Industrial Development Corp.,
Revenue, 6.45%, 8/1/32 $ 5,008,750
----------------------------------------------------------------------------------------------------
Illinois -- 14.7%
1,827,000(d) NR/NR Illinois Finance Authority Revenue, 0.0%,
11/15/52 $ 217,543
2,087,000(c) NR/NR Illinois Finance Authority Revenue, 4.0%,
11/15/52 1,521,235
3,865,000 BBB+/NR Illinois Finance Authority Revenue, 6.0%,
8/15/38 4,384,379
2,000,000 AA+/Aa2 Illinois Finance Authority Revenue, 6.0%,
8/15/39 2,371,820
2,450,000 NR/NR Illinois Finance Authority Revenue, 6.375%,
5/15/17 2,454,753
2,500,000 NR/Baa3 Illinois Finance Authority Revenue, 6.5%,
4/1/39 2,857,900
240,000 NR/NR Illinois Finance Authority Revenue, 7.0%,
11/15/17 239,988
500,000 NR/NR Illinois Finance Authority Revenue, 7.0%,
5/15/18 501,140
855,000 NR/NR Illinois Finance Authority Revenue, 7.0%,
11/15/27 854,952
1,700,000 NR/NR Illinois Finance Authority Revenue, 7.625%,
5/15/25 2,050,285
600,000 NR/NR Illinois Finance Authority Revenue, 7.75%,
5/15/30 721,170
2,000,000 NR/NR Illinois Finance Authority Revenue, 8.0%,
5/15/40 2,409,020
3,200,000 NR/NR Illinois Finance Authority Revenue, 8.0%,
5/15/46 3,854,432
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 13
Schedule of Investments | 4/30/13 (continued)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Illinois -- (continued)
4,000,000 NR/NR Illinois Finance Authority Revenue, 8.25%,
5/15/45 $ 4,254,680
2,500,000 NR/NR Illinois Finance Authority Revenue, 8.25%,
2/15/46 2,672,475
16,880,000 AAA/A3 Metropolitan Pier & Exposition Authority
Dedicated State Tax Revenue, 5.65%, 6/15/22 16,191,465
1,450,000 NR/NR Southwestern Illinois Development Authority
Revenue, 5.625%, 11/1/26 1,236,662
--------------
$ 48,793,899
----------------------------------------------------------------------------------------------------
Indiana -- 1.6%
250,000 NR/NR City of Carmel Indiana Nursing Home
Revenue, 7.0%, 11/15/32 $ 279,910
750,000 NR/NR City of Carmel Indiana Nursing Home
Revenue, 7.125%, 11/15/42 835,395
500,000 NR/NR City of Carmel Indiana Nursing Home
Revenue, 7.125%, 11/15/47 553,030
3,570,000 NR/NR Vigo County Hospital Authority Revenue,
5.8%, 9/1/47 (144A) 3,733,863
--------------
$ 5,402,198
----------------------------------------------------------------------------------------------------
Louisiana -- 2.9%
2,260,000 BBB-/Baa3 Jefferson Parish Hospital Service District
No. 2, 6.375%, 7/1/41 $ 2,647,952
1,500,000 BBB-/Baa3 Louisiana Local Government Environmental
Facilities & Community Development Authority
Revenue, 6.75%, 11/1/32 1,714,215
5,000,000 NR/Baa1 Louisiana Public Facilities Authority Revenue,
5.5%, 5/15/47 5,310,450
--------------
$ 9,672,617
----------------------------------------------------------------------------------------------------
Maine -- 0.6%
1,500,000 NR/Baa3 Maine Health & Higher Educational Facilities
Authority Revenue, 7.5%, 7/1/32 $ 1,921,785
----------------------------------------------------------------------------------------------------
Massachusetts -- 5.4%
7,100,000 A/WR Massachusetts Development Finance
Agency Revenue, 5.75%, 1/1/42 $ 9,581,095
2,250,000 NR/NR Massachusetts Development Finance
Agency Revenue, 7.1%, 7/1/32 2,251,260
790,000 AA/NR Massachusetts Educational Financing
Authority Revenue, 6.0%, 1/1/28 916,716
4,500,000(b) NR/NR Massachusetts Health & Educational
Facilities Authority Revenue, 6.5%, 1/15/38 23,040
5,000,000 BB-/NR Massachusetts Health & Educational
Facilities Authority Revenue, 6.75%, 10/1/33 5,050,850
--------------
$ 17,822,961
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
14 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Michigan -- 2.9%
935,000 NR/NR Doctor Charles Drew Academy Certificate
of Participation, 5.7%, 11/1/36 $ 683,906
1,500,000 BB-/NR John Tolfree Health System Corp.,
Revenue, 6.0%, 9/15/23 1,499,895
2,000,000 BB+/NR Kent Hospital Finance Authority
Revenue, 6.25%, 7/1/40 2,127,200
5,830,000 B-/NR Michigan Tobacco Settlement Finance
Authority Revenue, 6.0%, 6/1/48 5,413,563
--------------
$ 9,724,564
----------------------------------------------------------------------------------------------------
Minnesota -- 0.3%
1,000,000 NR/NR Port Authority of the City of Bloomington,
Minnesota Recovery Zone Facility Revenue,
9.0%, 12/1/35 $ 1,188,660
----------------------------------------------------------------------------------------------------
Montana -- 0.1%
1,600,000(b)(e) NR/NR Two Rivers Authority Inc., Project Revenue,
7.375%, 11/1/27 $ 239,280
----------------------------------------------------------------------------------------------------
New Jersey -- 7.1%
1,500,000 NR/NR New Jersey Economic Development
Authority Revenue, 10.5%, 6/1/32 (144A) $ 1,579,200
5,000,000 B/B2 New Jersey Economic Development
Authority Revenue, 5.25%, 9/15/29 5,252,900
2,500,000 B/B2 New Jersey Economic Development
Authority Revenue, 5.75%, 9/15/27 2,578,375
6,150,000 B/B2 New Jersey Economic Development
Authority Revenue, 7.0%, 11/15/30 6,173,062
8,000,000(a) AA+/Aaa Tobacco Settlement Financing Corp.,
Revenue, 6.75%, 6/1/39 8,044,880
--------------
$ 23,628,417
----------------------------------------------------------------------------------------------------
New Mexico -- 1.2%
1,500,000 NR/NR Otero County New Mexico Project
Revenue, 6.0%, 4/1/23 $ 1,355,595
2,960,000 NR/NR Otero County New Mexico Project
Revenue, 6.0%, 4/1/28 2,533,168
--------------
$ 3,888,763
----------------------------------------------------------------------------------------------------
New York -- 7.8%
2,000,000 NR/NR Chautauqua County Capital Resource
Corp., Revenue, 8.0%, 11/15/30 $ 2,155,520
3,000,000 NR/NR Dutchess County Industrial Development
Agency Revenue, 7.5%, 3/1/29 3,069,420
2,000,000 BBB+/NR Hempstead Local Development Corp.,
Revenue, 5.75%, 7/1/39 2,273,780
2,000,000 BB/B2 New York City Industrial Development
Agency Revenue, 5.25%, 12/1/32 1,999,980
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 15
Schedule of Investments | 4/30/13 (continued)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
New York -- (continued)
2,000,000 BB/B2 New York City Industrial Development
Agency Revenue, 7.625%, 12/1/32 $ 2,039,960
7,040,000(c) AAA/WR New York State Dormitory Authority Revenue,
15.488%, 5/29/14 (144A) 10,210,745
1,000,000 NR/Ba1 New York State Dormitory Authority Revenue,
6.125%, 12/1/29 1,119,190
3,000,000 NR/NR Suffolk County Industrial Development
Agency Revenue, 7.25%, 1/1/30 3,003,150
--------------
$ 25,871,745
----------------------------------------------------------------------------------------------------
North Carolina -- 3.5%
4,795,000 NR/NR Charlotte North Carolina Special Facilities
Revenue, 7.75%, 2/1/28 $ 4,809,193
6,685,000 NR/NR Charlotte Special Facilities Revenue,
5.6%, 7/1/27 6,693,022
--------------
$ 11,502,215
----------------------------------------------------------------------------------------------------
North Dakota -- 0.8%
2,525,000 BBB+/NR County of Burleigh ND, 5.0%, 7/1/38 $ 2,743,362
----------------------------------------------------------------------------------------------------
Oklahoma -- 0.4%
1,225,000 NR/WR Tulsa Airports Improvement Trust Revenue,
6.25%, 6/1/20 $ 1,227,952
----------------------------------------------------------------------------------------------------
Pennsylvania -- 2.2%
1,550,000 NR/Baa2 Allegheny County Hospital Development
Authority Revenue, 5.125%, 5/1/25 $ 1,551,163
1,280,000(b) NR/WR Langhorne Manor Borough Higher Education
Authority Revenue, 7.35%, 7/1/22 371,174
5,000,000 B-/Caa2 Pennsylvania Economic Development
Financing Authority Solid Waste Disposal
Revenue, 6.0%, 6/1/31 5,020,100
500,000 BBB+/NR Pennsylvania Higher Educational Facilities
Authority Development Revenue, 5.4%,
7/15/36 504,665
--------------
$ 7,447,102
----------------------------------------------------------------------------------------------------
Rhode Island -- 2.1%
6,000,000(e) NR/NR Central Falls Rhode Island Detention
Facility Corp., Revenue, 7.25%, 7/15/35 $ 5,199,540
1,500,000 NR/NR Rhode Island Health & Educational
Building Corp., Revenue, 8.375%, 1/1/46 1,781,175
--------------
$ 6,980,715
----------------------------------------------------------------------------------------------------
South Carolina -- 1.2%
3,850,000(a) BBB+/Baa1 South Carolina Jobs Economic Development
Authority Revenue, 6.375%, 8/1/34 $ 3,909,598
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Tennessee -- 1.5%
4,600,000 BBB+/NR Sullivan County Health, Educational &
Housing Facilities Board Revenue,
5.25%, 9/1/36 $ 4,907,970
----------------------------------------------------------------------------------------------------
Texas -- 17.0%
1,345,000 NR/Caa2 Bexar County Housing Finance Corp., Multi
Family Housing Revenue, 8.0%, 12/1/36 $ 931,278
2,500,000 BB+/Baa3 Central Texas Regional Mobility Authority
Revenue, 6.75%, 1/1/41 2,933,825
4,000,000 NR/NR Decatur Hospital Authority Medical
Revenue, 7.0%, 9/1/25 4,200,800
725,078(b)(e) NR/NR Gulf Coast Industrial Development
Authority Revenue, 7.0%, 12/1/36 6,678
3,750,000 B/B2 Houston Airport System Special
Facilities Revenue, 5.7%, 7/15/29 3,759,338
3,000,000 NR/NR Jefferson County Industrial Development
Corp., Revenue, 8.25%, 7/1/32 3,077,850
5,340,000 NR/NR Lubbock Health Facilities Development
Corp., Nursing Home Revenue,
6.625%, 7/1/36 5,595,038
10,000,000 BBB+/A3 North Texas Tollway Authority Transportation
Revenue, 5.75%, 1/1/33 11,249,800
2,810,000(c) AAA/Aaa Northside Independent School District,
General Obligation, 13.477%,
9/29/12 (144A) 3,174,457
1,500,000 NR/NR Red River Health Facilities Development
Corp., Revenue, 8.0%, 11/15/41 1,742,820
3,000,000 NR/NR Sanger Industrial Development Corp.,
Revenue, 8.0%, 7/1/38 3,211,590
7,040,000(c) AA+/Aaa State of Texas, General Obligation,
14.59%, 4/1/30 8,731,149
2,000,000 NR/NR Tarrant County Cultural Education Facilities
Finance Corp., Revenue, 8.0%, 11/15/34 2,298,540
1,000,000 NR/NR Tarrant County Cultural Education Facilities
Finance Corp., Revenue, 8.125%, 11/15/39 1,129,680
1,500,000 NR/NR Tarrant County Cultural Education Facilities
Finance Corp., Revenue, 8.25%, 11/15/44 1,700,265
2,500,000 NR/NR Travis County Health Facilities Development
Corp., Revenue, 7.125%, 1/1/46 2,686,850
--------------
$ 56,429,958
----------------------------------------------------------------------------------------------------
Vermont -- 0.5%
1,500,000(a) A-/Baa1 Vermont Educational & Health Buildings
Financing Agency Higher Education Revenue,
6.0%, 10/1/28 $ 1,535,805
----------------------------------------------------------------------------------------------------
Virginia -- 0.3%
1,000,000 BBB/Ba1 Peninsula Ports Authority Revenue,
6.0%, 4/1/33 $ 1,011,870
----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 17
Schedule of Investments | 4/30/13 (continued)
----------------------------------------------------------------------------------------------------
Principal S&P/Moody's
Amount Ratings
USD ($) (unaudited) Value
----------------------------------------------------------------------------------------------------
Washington -- 10.3%
4,710,000 A+/A2 Spokane Public Facilities District Hotel/Motel
Tax & Sales, 5.75%, 12/1/27 $ 4,831,471
14,315,000(d) AA+/Aa1 State of Washington, General Obligation,
0.0%, 6/1/22 11,723,842
7,025,000 BBB/Baa1 Tobacco Settlement Authority Revenue,
6.625%, 6/1/32 7,165,359
3,795,000 A/A2 Washington State Health Care Facilities
Authority Revenue, 6.0%, 1/1/33 4,267,857
1,150,000 NR/NR Washington State Housing Finance
Commission Revenue, 6.75%, 10/1/47 1,171,551
5,000,000 NR/NR Washington State Housing Finance
Committee Nonprofit Revenue, 5.625%, 1/1/27 5,060,600
--------------
$ 34,220,680
----------------------------------------------------------------------------------------------------
West Virginia -- 0.9%
2,000,000 NR/NR City of Philippi WV, 7.75%, 10/1/44 $ 2,050,780
745,000 NR/NR West Virginia Hospital Finance Authority
Hospital Revenue, 9.125%, 10/1/41 956,193
--------------
$ 3,006,973
----------------------------------------------------------------------------------------------------
Wisconsin -- 1.8%
2,320,000(f)(g) NR/NR Aztalan Township, 7.5%, 5/1/18 $ --
2,500,000 NR/NR Wisconsin Public Finance Authority
Continuing Care Retirement Community
Revenue, 8.25%, 6/1/46 3,018,025
1,500,000 NR/NR Wisconsin State Public Finance Authority
Revenue, 8.375%, 6/1/20 1,513,080
1,500,000 NR/NR Wisconsin State Public Finance Authority
Revenue, 8.625%, 6/1/47 1,627,575
--------------
$ 6,158,680
----------------------------------------------------------------------------------------------------
TOTAL TAX EXEMPT OBLIGATIONS
(Cost $373,360,495) $ 419,431,709
----------------------------------------------------------------------------------------------------
MUNICIPAL COLLATERALIZED DEBT
OBLIGATION -- 1.8% of Net Assets
10,000,000(c)(e) NR/NR Non-Profit Preferred Funding Trust I, 6.75%,
9/15/37 (144A) $ 5,887,500
----------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL COLLATERALIZED
DEBT OBLIGATION
(Cost $10,000,000) $ 5,887,500
----------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES -- 128.0%
(Cost -- $383,360,495) (h) (i) $ 425,319,209
----------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 2.4% $ 7,872,757
----------------------------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE,
INCLUDING DIVIDENDS PAYABLE -- (30.4)% $ (100,999,400)
----------------------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON
SHAREOWNERS -- 100.0% $ 332,192,566
====================================================================================================
The accompanying notes are an integral part of these financial statements.
18 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
NR Security not rated by S&P or Moody's.
WR Rating withdrawn by either 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, 2013, the value of these securities amounted to $44,117,879, or
13.3% of total net assets applicable to common shareowners.
RIB Residual Interest Bond. The interest rate is subject to change
periodically and inversely based upon prevailing market rates. The
interest rate shown is the rate at April 30, 2013.
(a) Prerefunded bonds have been collateralized by U.S. Treasury or U.S.
Government Agency securities 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. (b) Security is in default and is non
income producing.
(c) The interest rate is subject to change periodically. The interest is
shown is the rate at April 30, 2013.
(d) Security issued with a zero coupon. Income is recognized through
accretion of discount.
(e) Indicates a security that has been deemed as illiquid. As of April 30,
2013 the aggregate cost of illiquid securities in the Trust's portfolio
was $18,163,066. As of that date, the aggregate value of illiquid
securities in the Trust's portfolio of $11,332,998 represented 3.4% of
total net assets applicable to common shareowners.
(f) Security is valued using fair value methods (other than prices supplied
by independent pricing services). See Notes to Financial Statements --
1A.
(g) The issuer is scheduled for approval of a reorganization plan.
(h) The concentration of investments by type of obligation/ market sector is
as follows:
Insured
NATL-RE 4.9%
FSA 3.6
NATL-RE FGIC 2.8
AMBAC GO OF INSTN 2.3
PSF-GTD 0.8
Revenue Bonds:
Health Revenue 17.3
Facilities Revenue 14.8
Other Revenue 14.1
Tobacco Revenue 12.7
Development Revenue 9.5
Education Revenue 6.5
Airport Revenue 5.1
Transportation Revenue 2.6
Pollution Control Revenue 1.8
Water Revenue 1.2
Utilities Revenue 0.0*
------
100.0%
======
* Amount is less than 0.1%.
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 19
Schedule of Investments | 4/30/13 (continued)
(i) At April 30, 2013, the net unrealized gain on investments based on cost
for federal tax purposes of $383,215,567 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost $ 53,818,913
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value (11,715,271)
------------
Net unrealized gain $ 42,103,642
============
For financial reporting purposes net unrealized gain on investments was
$41,958,714 and cost of investments aggregated $383,360,495.
Purchases and sales of securities (excluding temporary cash investments) for the
year ended April 30, 2013 aggregated $46,502,974 and $40,491,580, respectively.
Various inputs are used in determining the value of the Trust's investments.
These inputs are summarized in the three broad levels below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds credit
risks, etc.). See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Trust's own
assumptions in determining fair value of investments. See Notes
to Financial Statements -- Note 1A.
Generally, equity securities are categorized as Level 1, fixed income securities
and senior loans are categorized as Level 2, and securities valued using fair
value methods (other than prices supplied by independent pricing services) as
level 3. See Notes to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of April 30, 2013, in valuing
the Trust's investments.
--------------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------------------------
Tax Exempt Obligations $ -- $ 419,431,709 $ --** $419,431,709
Municipal Collateralized Debt Obligation -- 5,887,500 -- 5,887,500
--------------------------------------------------------------------------------------------------
Total Investments in Securities $ -- $ 425,319,209 $ -- $425,319,209
==================================================================================================
The following is a reconciliation of assets valued using significant
unobservable inputs (level 3):
--------------------------------------------------------------------------------------------------------------------
Change in
Balance Realized Unrealized Accrued Transfers Transfers Balance
as of gain appreciation discounts/ in to out of as of
4/30/12 (loss) (depreciation) Purchases Sales premiums Level 3* Level 3* 4/30/13
--------------------------------------------------------------------------------------------------------------------
Tax exempt
obligations $ --** $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --**
--------------------------------------------------------------------------------------------------------------------
Total $ --** $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --**
====================================================================================================================
* Transfers are calculated on the beginning of period values.
** Includes security that is fair valued at $0.
At April 30, 2013, there were no transfers between levels 1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
20 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Statement of Assets and Liabilities | 4/30/13
ASSETS:
Investments in securities, at value (cost $383,360,495) $425,319,209
Receivables --
Investment securities sold 2,000,000
Interest receivable 9,142,803
Reinvestment of distributions 85,383
Other assets 16,000
--------------------------------------------------------------------------------
Total assets $436,563,395
--------------------------------------------------------------------------------
LIABILITIES:
Investment securities purchased $ 1,400,000
Due to custodian 1,556,201
Due to affiliates 234,290
Administration fee payable 74,978
Accrued expenses 105,884
Other liabilities 76
--------------------------------------------------------------------------------
Total liabilities $ 3,371,429
--------------------------------------------------------------------------------
PREFERRED SHARES AT REDEMPTION VALUE:
$25,000 liquidation value per share applicable to 4,040 shares,
including dividends payable of $600 $100,999,400
--------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Paid-in capital $321,276,522
Undistributed net investment income 8,289,893
Accumulated net realized loss on investments (39,332,563)
Net unrealized appreciation on investments 41,958,714
--------------------------------------------------------------------------------
Net assets applicable to common shareowners $332,192,566
================================================================================
NET ASSET VALUE PER COMMON SHARE:
No par value (unlimited number of shares authorized)
Based on $332,192,566/22,564,036 common shares $ 14.72
================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 21
Statement of Operations
For the Year Ended 4/30/13
INVESTMENT INCOME:
Interest $ 29,197,084
-------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 2,581,599
Administrative reimbursements 245,269
Transfer agent fees and expenses 18,379
Shareholder communications expense 12,549
Auction agent fees 250,389
Custodian fees 6,121
Registration fees 15,833
Professional fees 91,730
Printing expenses 23,213
Trustees' fees 15,255
Pricing fees 23,132
Miscellaneous 112,599
-------------------------------------------------------------------------------------------------
Total expenses $ 3,396,068
-------------------------------------------------------------------------------------------------
Net investment income $ 25,801,016
-------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments $ (5,401,978)
Change in net unrealized appreciation on investments 19,076,138
-------------------------------------------------------------------------------------------------
Net gain on investments $ 13,674,160
-------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO PREFERRED SHAREOWNERS FROM
NET INVESTMENT INCOME: $ (275,062)
-------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common shareowners
resulting from operations $ 39,200,114
=================================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Statements of Changes in Net Assets
--------------------------------------------------------------------------------------------------
Year Ended Year Ended
4/30/13 4/30/12
--------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income $ 25,801,016 $ 23,022,348
Net realized loss on investments (5,401,978) (8,740,047)
Change in unrealized appreciation on investments 19,076,138 37,817,446
Distributions to preferred shareowners from net
investment income (275,062) (234,733)
--------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners resulting from operations $ 39,200,114 $ 51,865,014
--------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO COMMON SHAREOWNERS:
Net investment income ($1.14 and $1.20 per share,
respectively) $ (25,681,570) $ (26,857,057)
--------------------------------------------------------------------------------------------------
Total distributions to common shareowners $ (25,681,570) $ (26,857,057)
--------------------------------------------------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
Reinvestment of distributions $ 1,043,462 $ 1,569,243
--------------------------------------------------------------------------------------------------
Net increase in net assets applicable to common
shareowners from Trust share transactions $ 1,043,462 $ 1,569,243
--------------------------------------------------------------------------------------------------
Net increase in net assets applicable to
common shareowners $ 14,562,006 $ 26,577,200
NET ASSETS APPLICABLE TO COMMON SHAREOWNERS:
Beginning of year 317,630,560 291,053,360
--------------------------------------------------------------------------------------------------
End of year $ 332,192,566 $ 317,630,560
--------------------------------------------------------------------------------------------------
Undistributed net investment income $ 8,289,893 $ 7,905,832
==================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 23
Financial Highlights
----------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
4/30/13 4/30/12 4/30/11 4/30/10 4/30/09
----------------------------------------------------------------------------------------------------------------------------
Per Share Operating Performance
Net asset value, beginning of period $ 14.12 $ 13.00 $ 13.86 $ 11.18 $ 14.07
----------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations: (a)
Net investment income $ 1.14 $ 1.03 $ 1.12 $ 1.17 $ 1.12
Net realized and unrealized gain (loss) on investments 0.61 1.30 (0.89) 2.50 (3.05)
Distributions to preferred shareowners from:
Net investment income (0.01) (0.01) (0.02) (0.02) (0.11)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 1.74 $ 2.32 $ 0.21 $ 3.65 $ (2.04)
----------------------------------------------------------------------------------------------------------------------------
Distributions to common shareowners from:
Net investment income (1.14) (1.20) (1.07) (0.97) (0.85)
----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.60 $ 1.12 $ (0.86) $ 2.68 $ (2.89)
----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period (b) $ 14.72 $ 14.12 $ 13.00 $ 13.86 $ 11.18
----------------------------------------------------------------------------------------------------------------------------
Market value, end of period (b) $ 16.02 $ 15.49 $ 13.40 $ 14.34 $ 10.40
============================================================================================================================
Total return at market value (c) 11.48% 25.95% 1.04% 48.69% (18.85)%
Ratios to average net assets of common shareowners:
Net expenses (d) 1.03% 1.08% 1.12% 1.14% 1.19%
Net investment income before preferred share distributions 7.84% 7.50% 8.26% 9.07% 9.36%
Preferred share distributions 0.08% 0.08% 0.14% 0.16% 0.95%
Net investment income available to common shareowners 7.76% 7.42% 8.12% 8.91% 8.41%
Portfolio turnover 10% 11% 10% 11% 16%
Net assets of common shareowners, end of period (in thousands) $332,193 $317,631 $291,053 $308,456 $247,560
The accompanying notes are an integral part of these financial statements.
24 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
4/30/13 4/30/12 4/30/11 4/30/10 4/30/09
------------------------------------------------------------------------------------------------------------------------------
Preferred shares outstanding (in thousands) $101,000 $101,000 $101,000 $101,000 $101,000
Asset coverage per preferred share, end of period $107,211 $103,623 $ 97,044 $101,351 $ 86,278
Average market value per preferred share (e) $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Liquidation value, including dividends payable, per preferred share $ 25,001 $ 25,001 $ 25,001 $ 25,001 $ 25,001
Ratios to average net assets of common shareowners before
waivers and reimbursement of expenses
Net expenses 1.03% 1.08% 1.12% 1.14% 1.19%
Net investment income before preferred share distributions 7.84% 7.50% 8.26% 9.07% 9.36%
Preferred share distributions 0.08% 0.08% 0.14% 0.16% 0.95%
Net investment income available to common shareowners 7.76% 7.42% 8.12% 8.91% 8.41%
==============================================================================================================================
(a) The per common share data presented above is based upon the average common
shares outstanding for the periods presented.
(b) Net asset value and market value are published in Barron's on Saturday, The
Wall Street Journal on Monday and The New York Times on Monday and Saturday.
(c) Total investment return is calculated assuming a purchase of common shares
at the current market value on the first day and a sale at the current
market value on the last day of the periods reported. Dividends and
distributions, if any, are assumed for purposes of this calculation to be
reinvested at prices obtained under the Trust's dividend reinvestment plan.
Total investment return does not reflect brokerage commissions. Past
performance is not a guarantee of future results.
(d) Expense ratios do not reflect the effect of distribution payments to
preferred shareowners.
(e) Market value is redemption value without an active market.
The information above represents the audited operating performance data for a
share of common stock 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.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 25
Notes to Financial Statements | 4/30/13
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 investment
objective of the Trust is to seek a high level of current income exempt from
regular federal income tax, and the Trust may, as a secondary objective, also
seek capital appreciation to the extent that it is consistent with its primary
investment objective.
The Trust's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles that require the management of the
Trust to, among other things, make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses, and gain or loss on investments during the
reporting year. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Trust in the preparation of its financial statements, which are consistent with
those policies generally accepted in the investment company industry:
A. Security Valuation
Security transactions are recorded as of trade date. Fixed income securities
with remaining maturity of more than sixty days are valued at prices
supplied by independent pricing services, which consider such factors as
market prices, market events, quotations from one or more brokers, Treasury
spreads, yields, maturities and ratings. Valuations may be supplemented by
dealers and other sources, as required. The values of interest rate swaps
are determined by obtaining dealer quotations. Equity securities that have
traded on an exchange are valued at the last sale price on the principal
exchange where they are traded. Equity securities that have not traded on
the date of valuation, or securities for which sale prices are not
available, generally are valued using the mean between the last bid and
asked prices. Short-term fixed income securities with remaining maturities
of sixty days or less generally are valued at amortized cost. Shares of
money market mutual funds are valued at such funds' net asset value.
Securities for which independent pricing services are unable to supply
prices or for which market prices and/or quotations are not readily
available or are considered to be unreliable are valued by or at the
direction or with the
26 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
approval of the Valuation Committee using fair value methods pursuant to
procedures adopted by the Board of Trustees. The Valuation Committee is
comprised of certain members of the Board of Trustees. The Valuation
Committee may use fair value methods if it is determined that a significant
event has occurred after the close of the exchange or market on which the
security trades and prior to the determination of the Trust's net asset
value. Examples of a significant event might include political or economic
news, corporate restructurings, natural disasters, terrorist activity or
trading halts. Thus, the valuation of the Trust's securities may differ from
exchange prices and such differences could be material. Pioneer Investment
Management, Inc. (PIM) is responsible for monitoring developments that may
impact fair valued securities and for discussing and assessing fair values
on an ongoing basis, and at least quarterly, with the Valuation Committee.
At April 30, 2013, one security was valued using fair value methods (in
addition to securities valued using prices supplied by independent pricing
services), representing 0.0% of net assets. Inputs used when applying fair
value methods to value a security may include credit ratings, the financial
condition of the company, current market conditions and comparable
securities.
Discount and premium on debt securities are accreted or amortized,
respectively, daily into interest income on a yield-to-maturity basis with a
corresponding increase or decrease in the cost basis of the security.
Interest income, including interest or income bearing cash accounts, is
recorded on an accrual basis.
Dividend income is recorded on the ex-dividend date, except that certain
dividends from foreign securities where the ex-dividend date may have passed
are recorded as soon as the Trust becomes aware of the ex-dividend data in
the exercise of reasonable diligence.
Gains and losses on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
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. As of
April 30, 2013, the Fund did not have any interest and penalties related to
uncertain tax positions, which, if applicable, would be recorded as income
tax expense on Statement of Operations. Tax years for the prior three fiscal
years remain subject to examination by federal and state tax authorities.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. generally accepted accounting principles.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 27
Distributions in excess of net investment income or net realized gains are
temporary overdistributions for financial statement purposes resulting from
differences in the recognition or classification of income or distributions
for financial statement and tax purposes. Capital accounts within the
financial statements are adjusted for permanent book/tax differences to
reflect tax character, but are not adjusted for temporary differences. At
April 30, 2013, the Trust reclassified $539,677 to increase undistributed
net investment income and $539,677 to increase accumulated net realized loss
on investments to reflect permanent book/tax differences. The
reclassification has no impact on the net assets of the Trust and presents
the Trust's capital accounts on a tax basis.
At April 30, 2013, the Trust was permitted to carry forward $13,857,492 of
long term losses under the Regulated Investment Company Modernization Act of
2010 without limitation. Additionally, at April 30, 2013, the Trust had a
net capital loss carry forward of $23,146,406 of which the following amounts
will expire between 2014 and 2018 if not utilized: $5,441,357 in 2014,
$4,138,756 in 2015, $4,586,154 in 2017 and $8,980,139 in 2018. Since
unlimited losses are required to be utilized prior to losses incurred in
pre-enactment years, pre-enactment capital loss carryforwards may be more
likely to expire unused.
The Trust has elected to defer $5,113,443 of capital losses recognized
between November 1, 2012 and April 30, 2013 to its fiscal year ending April
30, 2014.
The tax character of distributions paid to common and preferred shareowners
during the years ended April 30, 2013 and April 30, 2012 was as follows:
----------------------------------------------------------------------------
2013 2012
----------------------------------------------------------------------------
Distribution paid from:
Tax-exempt income $25,766,728 $25,801,273
Ordinary income 189,904 1,290,517
----------------------------------------------------------------------------
Total taxable distribution $25,956,632 $27,091,790
============================================================================
The following shows the components of distributable earnings (losses) on a
federal income tax basis at April 30, 2013:
----------------------------------------------------------------------------
2013
----------------------------------------------------------------------------
Distributable earnings:
Dividends payable (600)
Undistributed tax-exempt income $ 7,178,928
Undistributed ordinary income 431,881
Capital loss carryforward (37,003,898)
Post-October loss deferred (5,113,443)
Unrealized appreciation 45,423,176
----------------------------------------------------------------------------
Total $ 10,916,044
============================================================================
28 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
The difference between book-basis and tax-basis unrealized depreciation is
primarily attributable to the difference between book and tax amortization
methods for premiums and discounts on fixed income securities, book/tax
difference in the accrual of income on securities in default, the deferral
of post-October capital losses for tax purposes and other temporary
differences.
C. Automatic Dividend Reinvestment Plan
All common shareowners whose shares are registered in their own names
automatically participate in the Automatic Dividend Reinvestment Plan (the
Plan), under which participants receive all dividends and capital gain
distributions (collectively, dividends) in full and fractional common shares
of the Trust in lieu of cash. Shareowners may elect not to participate in
the Plan. Shareowners not participating in the Plan receive all dividends
and capital gain distributions in cash. Participation in the Plan is
completely voluntary and may be terminated or resumed at any time without
penalty by notifying American Stock Transfer & Trust Company, the agent for
shareowners in administering the Plan (the Plan Agent), in writing prior to
any dividend record date; otherwise such termination or resumption will be
effective with respect to any subsequently declared dividend or other
distribution.
If a shareowner's shares are held in the name of a brokerage firm, bank or
other nominee, the shareowner can ask the firm or nominee to participate in
the Plan on the shareowner's behalf. If the firm or nominee does not offer
the Plan, dividends will be paid in cash to the shareowner of record. A firm
or nominee may reinvest a shareowner's cash dividends in common shares of
the Trust on terms that differ from the terms of the Plan.
Whenever the Trust declares a dividend on common shares payable in cash,
participants in the Plan will receive the equivalent in common shares
acquired by the Plan Agent either (i) through receipt of additional unissued
but authorized common shares from the Trust or (ii) by purchase of
outstanding common shares on the New York Stock Exchange or elsewhere. If,
on the payment date for any dividend, the net asset value per common share
is equal to or less than the market price per share plus estimated brokerage
trading fees (market premium), the Plan Agent will invest the dividend
amount in newly issued common shares. The number of newly issued common
shares to be credited to each account will be determined by dividing the
dollar amount of the dividend by the net asset value per common share on the
date the shares are issued, provided that the maximum discount from the then
current market price per share on the date of issuance does not exceed 5%.
If, on the payment date for any dividend, the net asset value per common
share is greater than the market value (market discount), the Plan Agent
will invest the dividend amount in common shares acquired in open-market
purchases. There are no brokerage charges with respect to newly issued
common shares. However, each participant will pay a pro rata share of
brokerage trading fees incurred
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 29
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.
D. Risks
At times, the Trust's investments may represent industries or industry
sectors that are interrelated or have common risks, making the Trust more
susceptible to any economic, political, or regulatory developments or other
risks affecting those industries and sectors. Information regarding the
Trust's principal risks is contained in the Trust's original offering
prospectus, with additional information included in the Trust's shareowner
reports issued from time to time. Please refer to those documents when
considering the Trust's principal risks.
The Trust may invest in both investment grade and below investment grade
(high-yield) municipal securities with a broad range of maturities and
credit ratings. Debt securities rated below investment grade are commonly
referred to as "junk bonds" and are considered speculative. These securities
involve greater risk of loss, are subject to greater price volatility, and
are less liquid, especially during periods of economic uncertainty or
change, than higher rated debt securities.
2. Management Agreement
Pioneer Investment Management, Inc. (PIM), the Trust's investment adviser, a
wholly owned indirect subsidiary of UniCredit S.p.A. (UniCredit), manages the
Trust's portfolio. Management fees payable under the Trust's Advisory Agreement
with PIM are calculated daily at the annual rate of 0.60% of the Trust's average
daily managed assets. "Managed assets" means (a) the total assets of the Trust,
including any form of investment leverage, minus (b) all accrued liabilities
incurred in the normal course of operations, which shall not include any
liabilities or obligations attributable to investment leverage obtained through
(i) indebtedness of any type (including, without limitation, borrowing through a
credit facility of the issuance of debt securities), (ii) the issuance of
preferred stock or other similar preference securities, and/or (iii) any other
means. For the year ended April 30, 2013, the net management fee was 0.60% of
the Trust's average daily managed assets, which was equivalent to 0.79% of the
Trust's average daily net assets attributable to the common shareowners.
30 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
In addition, under PIM's management and administration agreements, certain other
services and costs are paid by PIM and reimbursed by the Trust. At April 30,
2013, $309,268 was payable to PIM related to management costs, administrative
costs and certain other reimbursements and is included in "Due to affiliates"
and "Administrative fee" on the Statement of Assets and Liabilities.
Effective May 1, 2012, PIM has retained Brown Brothers Harriman & Co. (BBH) to
provide certain administrative and accounting services to the Trust on its
behalf. For such services, the Trust pays BBH a monthly fee at an annual rate of
0.025% of the Trust's average daily managed assets subject to a minimum monthly
fee of $6,250. Previously, PIM had retained State Street Bank & Trust Company
(State Street) to provide such services. PIM paid State Street a monthly fee at
an annual rate of 0.07% of the Trust's average daily managed assets in excess of
$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 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.
In addition, the Trust reimburses PIMSS for out-of-pocket expenses incurred by
PIMSS related to shareowner communications activities such as proxy and
statement mailings and outgoing phone calls.
4. Expense Offset Agreements
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, 2013, the Trust
expenses were not reduced under such an arrangement.
5. Trust Shares
There are an unlimited number of common shares of beneficial interest
authorized.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 31
Transactions in common shares of beneficial interest for the years ended April
30, 2013 and April 30, 2012 were as follows:
------------------------------------------------------------------------------
4/30/13 4/30/12
------------------------------------------------------------------------------
Shares outstanding at beginning of year 22,495,129 22,381,423
Reinvestment of distributions 68,907 113,706
------------------------------------------------------------------------------
Shares outstanding at end of year 22,564,036 22,495,129
==============================================================================
The Trust may classify or reclassify any unissued shares of beneficial interest
into one or more series of preferred shares of beneficial interest. As of April
30, 2013, 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 to be reset
every seven days based on the results of an auction. An auction fails if there
are more APS offered for sale than there are buyers. When an auction fails, the
dividend rate for the period will be the maximum rate on the auction dates
described in the prospectus for the APS. Preferred shareowners are not able to
sell their APS at an auction if the auction fails. Since February 2008, the
Trust's auctions related to the APS have failed. The maximum rate for each
series is 110% of the 7 day commercial paper rate or adjusted Kenny rate.
Dividend rates on APS ranged from 0.149% to 0.429% during the year ended April
30, 2013.
The Trust may not declare dividends or make other distributions on its common
shares or purchase any such shares if, at the time of the declaration,
distribution or purchase, the Trust does not comply with the asset coverage
ratios described in the prospectus for the APS.
The APS are redeemable at the option of the Trust, in whole or in part, on any
dividend payment date at $25,000 per share plus any accumulated or unpaid
dividends, whether or not declared. The APS are also subject to mandatory
redemption at $25,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Trust as set forth in the Statement of
Preferences are not satisfied.
The holders of APS have voting rights equal to the holders of the Trust's common
shares (one vote per share) and will vote together with holders of the common
shares as a single class. Holders of APS are also entitled to elect two of the
Trust's Trustees. In addition, the Investment Company Act of 1940, as amended,
requires that along with approval by shareowners that might otherwise be
required, the approval of the holders of a majority of any outstanding
32 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
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.
6. Subsequent Events
The Board of Trustees of the Trust declared on May 2, 2013 a dividend from
undistributed net investment income of $0.095 per common share payable May 31,
2013, to common shareowners of record on May 16, 2013.
Subsequent to April 30, 2013, dividends declared and paid on preferred shares
totaled $38,404 in aggregate for the two outstanding preferred share series
through June 20, 2013.
ADDITIONAL INFORMATION
Effective May 17, 2013, Jonathan Chirunga of PIM became a portfolio manager of
Pioneer Municipal High Income Advantage Trust. He joins David Eurkus, who has
been a portfolio manager on the Fund since its inception.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 33
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, 2013, 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
five years in the period then ended. 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, 2013, 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, 2013, 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 five years in the period then ended, in conformity with U.S. generally
accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 24, 2013
34 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Additional Information (unaudited)
ADDITIONAL INFORMATION (unaudited)
During the period, there have been no material changes in the Trust's invest-
ment objective or fundamental policies that have not been approved by the
shareowners. There have been no changes in the Trust's charter or By-Laws that
would delay or prevent a change in control of the Trust which has not been
approved by the shareowners. There have been no changes in the principal risk
factors associated with investment in the Trust. There were no changes in the
persons who are primarily responsible for the day-to-day management of the
Trust's portfolio.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Trust may purchase, from time to time, its common
shares in the open market.
IMPORTANT TAX INFORMATION (unaudited)
The following summarizes the taxable per share distributions paid by Pioneer
Municipal High Income Trust during the taxable year ended April 30, 2013:
--------------------------------------------------------------------------------
Payable Date Ordinary Income
--------------------------------------------------------------------------------
Common Shareowners 12/20/12 0.008275
Preferred Shareowners
Series A 2/5/13 0.890000
2/12/13 0.810000
2/19/13 0.980000
2/26/13 0.980000
3/5/13 0.980000
3/12/13 0.890000
3/19/13 1.070000
3/26/13 1.070000
4/2/13 1.070000
4/9/13 0.980000
4/16/13 1.520000
4/23/13 2.060000
4/30/13 1.970000
Series B 2/6/13 0.890000
2/13/13 0.810000
2/20/13 0.980000
2/27/13 0.980000
3/6/13 0.980000
3/13/13 0.890000
3/20/13 1.070000
3/27/13 1.070000
4/3/13 1.070000
4/10/13 0.980000
4/17/13 1.520000
4/24/13 2.060000
5/1/13 1.970000
All the other net investment income distributions paid by the Trust qualify as
tax-exempt interest dividends for federal income tax purposes.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 35
Approval of Investment Advisory Agreement
Pioneer Investment Management, Inc. (PIM) serves as the investment adviser to
Pioneer Municipal High Income Trust (the Trust) pursuant to an investment
advisory agreement between PIM and the Trust. In order for PIM to remain the
investment adviser of the Trust, the Trustees of the Trust must determine
annually whether to renew the investment advisory agreement for the Trust.
The contract review process began in March 2012 as the Trustees of the Trust
agreed on, among other things, an overall approach and timeline for the process.
In July 2012, the Trustees approved the format of the contract review materials
and submitted their formal request to PIM to furnish information necessary to
evaluate the terms of the investment advisory agreement. The contract review
materials were provided to the Trustees in July 2012 and September 2012. After
reviewing and discussing the materials, the Trustees submitted a request for
additional information to PIM, and materials were provided in response to this
request. Meetings of the Independent Trustees of the Trust were held in July,
September, October, and November, 2012 to review and discuss the contract review
materials. In addition, the Trustees took into account the information related
to the Trust provided to the Trustees at each regularly scheduled meeting.
At a meeting held on November 13, 2012, based on their evaluation of the
information provided by PIM and third parties, the Trustees of the Trust,
including the Independent Trustees voting separately, unanimously approved the
renewal of the investment advisory agreement for another year. In considering
the renewal 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 renewal of the agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by PIM to the Trust, taking into account the investment objective
and strategy of the Trust. The Trustees reviewed the terms of the investment
advisory agreement. The Trustees also reviewed PIM's investment approach for the
Trust, its research process and its process for trade execution. The Trustees
considered the resources of PIM and the personnel of PIM who provide investment
management services to the Trust. The Trustees considered the non-investment
resources and personnel of PIM involved in PIM's services to the Trust,
including PIM's compliance and legal resources and personnel. The Trustees also
considered the substantial attention and high priority given
36 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
by PIM's senior management to the Pioneer fund complex. In addition, the
Trustees considered PIM's plans to increase resources in its investment
management function and other enhancements to PIM's advisory capabilities.
The Trustees considered that PIM supervises and monitors the performance of the
Trust's service providers and provides the Trust with personnel (including Trust
officers) and other resources that are necessary for the Trust's business
management and operations. The Trustees also considered that, as administrator,
PIM is responsible for the administration of the Trust's business and other
affairs. The Trustees considered the fees paid to PIM for the provision of
administration services.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that had been 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
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 fifth quintile of its Morningstar
category for the one year period ended June 30, 2012, in the third quintile of
its Morningstar category for the three year period ended June 30, 2012, and in
the second quintile of its Morningstar category for the five year period ended
June 30, 2012. (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 considered that the Trust's twelve month
average gross portfolio yield (using month end 30 day effective yields) exceeded
the twelve month average yield of the Trust's benchmark index. The Trustees also
reviewed data provided by PIM showing how leverage had benefited the Trust's
common shareholders. The Trustees discussed the Trust's performance record. They
indicated that they were satisfied with the discussions with PIM with respect to
the Trust's performance.
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 rate (based on
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 37
managed assets) for the twelve months ended June 30, 2012 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 (based on managed assets) for the twelve months ended
June 30, 2012 was in the first quintile relative to its Strategic Insight peer
group for the comparable period.
The Trustees reviewed management fees charged by PIM and PIM's affiliate,
Pioneer Institutional Asset Management, Inc. (together with PIM, "Pioneer") to
institutional and other clients, including publicly offered European funds
sponsored by affiliates of Pioneer, unaffiliated U.S. registered investment
companies (in a sub-advisory capacity), and unaffiliated foreign and domestic
separate accounts. The Trustees also considered PIM's costs in providing
services to the Trust and Pioneer's costs in providing services to the other
clients and considered the differences in management fees and profit margins for
Trust and non-Trust services. In evaluating the fees associated with Pioneer's
client accounts, the Trustees took into account the respective demands,
resources and complexity associated with the Trust and client accounts. The
Trustees noted that in some instances the fee rates for those clients were lower
than the management fee for the Trust and considered that, under the investment
advisory agreement with the Trust, PIM performs additional services for the
Trust that it does not provide to those other clients or services that are
broader in scope, including oversight of the Trust's other service providers and
activities related to compliance and the extensive regulatory and tax regimes to
which the Trust is subject. The Trustees also considered the different
entrepreneurial risks associated with PIM's management of the Trust and
Pioneer's management of the other client accounts. The Trustees concluded that
the management fee payable by the Trust to PIM was reasonable in relation to the
nature and quality of the services provided by PIM.
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-fund 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
concluded that PIM's profitability with respect to the management of the Trust
was not unreasonable.
38 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
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 that has not raised additional capital, the Trustees concluded
that economies of scale were not a relevant consideration in the renewal of the
investment advisory agreement.
Other Benefits
The Trustees considered the other benefits to PIM from its relationship with the
Trust. The Trustees considered the character and amount of fees paid by the
Trust, other than under the investment advisory agreement, for services provided
by PIM and its affiliates. The Trustees further considered the revenues and
profitability of PIM's businesses other than the fund business. The Trustees
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.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement between PIM and the Trust, including the fees
payable thereunder, was fair and reasonable and voted to approve the proposed
renewal of the investment advisory agreement for the Trust.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 39
Trustees, Officers and Service Providers
Investment Adviser
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
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
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 us.pioneerinvestments.com. This information is also available on
the Securities and Exchange Commission's web site at www.sec.gov.
Trustees and Officers
The Trust's Trustees and officers are listed on the following pages, together
with their principal occupations during at least the past five years. Trustees
who are interested persons of the Trust within the meaning of the 1940 Act are
referred to as Interested Trustees. Trustees who are not interested persons of
the Trust are referred to as Independent Trustees. Each of the Trustees serves
as a trustee of each of the 56 U.S. registered investment portfolios for which
Pioneer serves as investment adviser (the "Pioneer Funds"). The address for all
Trustees and all officers of the Trust is 60 State Street, Boston, Massachusetts
02109.
The Statement of Additional Information of the Trust includes additional
information about the Trustees and is available, without charge, upon request,
by calling 1-800-225-6292.
40 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Independent Trustees
------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (62) Class III Trustee Chairman and Chief Executive Officer, Director, Broadridge Financial
Chairman of the Board since 2006. Term Quadriserv, Inc. (technology products Solutions, Inc. (investor
and Trustee expires in 2015. for securities lending industry) communications and securities
(2008 - present); Private investor processing provider for financial
(2004 - 2008); and Senior Executive services industry) (2009 -
Vice President, The Bank of New York present); Director, Quadriserv,
(financial and securities services) Inc. (2005 - present); and
(1986 - 2004) Commissioner, New Jersey State
Civil Service Commission (2011 -
present)
------------------------------------------------------------------------------------------------------------------------------
David R. Bock (69) Class I Trustee Managing Partner, Federal City Director of Enterprise Community
Trustee since 2005. Term Capital Advisors (corporate advisory Investment, Inc. (privately-held
expires in 2013. services company) (1997 - 2004 and affordable housing finance company)
2008 - present); Interim Chief (1985 - 2010); Director of Oxford
Executive Officer, Oxford Analytica, Analytica, Inc. (2008 - present);
Inc. (privately held research and Director of The Swiss Helvetia
consulting company) (2010); Executive Fund, Inc. (closed-end fund) (2010
Vice President and Chief Financial - present); and Director of New
Officer, I-trax, Inc. (publicly traded York Mortgage Trust (publicly
health care services company) (2004 - traded mortgage REIT) (2004 -
2007); and Executive Vice President 2009, 2012 - present)
and Chief Financial Officer, Pedestal
Inc. (internet-based mortgage trading
company) (2000 - 2002)
------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman (68) Class II Trustee William Joseph Maier Professor of Trustee, Mellon Institutional
Trustee since 2008. Term Political Economy, Harvard University Funds Investment Trust and Mellon
expires in 2014. (1972 - present) Institutional Funds Master
Portfolio (oversaw 17 portfolios
in fund complex) (1989-2008)
------------------------------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 41
Independent Trustees (continued)
------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (65) Class II Trustee Founding Director, Vice President and None
Trustee since 2003. Term Corporate Secretary, The Winthrop
expires in 2014. Group, Inc. (consulting firm)
(1982-present); Desautels Faculty of
Management, McGill University (1999 -
present); and Manager of Research
Operations and Organizational
Learning, Xerox PARC, Xerox's advance
research center (1990-1994)
------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret (64) Class III Trustee President and Chief Executive Director of New America High
Trustee since 2003. Term Officer, Newbury, Piret & Company, Income Fund, Inc. (closed-end
expires in 2015. Inc. (investment banking firm) investment company) (2004 -
Elected by Preferred (1981 - present) present); and member, Board of
Shares only. Governors, Investment Company
Institute (2000 - 2006)
------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (84) Class I Trustee Senior Counsel, Sullivan & Cromwell Director, The Swiss Helvetia Fund,
Trustee since 2003. Term in LLP (law firm) (1998 - present); Inc. (closed-end investment
expires 2013. and Partner, Sullivan & Cromwell LLP company); and Director, Invesco,
(prior to 1998) Ltd. (formerly AMVESCAP, PLC)
(investment manager) (1997-2005)
------------------------------------------------------------------------------------------------------------------------------
42 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
Interested Trustees
------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. (86)* Class I Trustee since Non-Executive Chairman and a director None
Trustee, President and Chief 2003. Term expires in of Pioneer Investment Management USA
Executive Officer of the Trust 2013. Elected by Inc. ("PIM-USA"); Chairman and a
Preferred Shares only. director of Pioneer; Chairman and
Director of Pioneer Institutional
Asset Management, Inc. (since 2006);
Director of Pioneer Alternative
Investment Management Limited
(Dublin) (until October 2011);
President and a director of Pioneer
Alternative Investment Management
(Bermuda) Limited and affiliated
funds; Deputy Chairman and a director
of Pioneer Global Asset Management
S.p.A. ("PGAM") (until April 2010);
Director of Nano-C, Inc. (since
2003); Director of Cole Management
Inc. (2004 - 2011); Director of
Fiduciary Counseling, Inc. (until
December 2011); President of all of
the Pioneer Funds; and Retired
Partner, Wilmer Cutler Pickering Hale
and Dorr LLP
------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (54)* Class II Trustee since Director, CEO and President of None
Trustee and Executive 2007. Term expires in PIM-USA (since February 2007);
Vice President 2014. Director and President of Pioneer and
Pioneer Institutional Asset
Management, Inc. (since February
2007); Executive Vice President of
all of the Pioneer Funds (since March
2007); Director of PGAM (2007 -
2010); Head of New Europe Division,
PGAM (2000 - 2005); and Head of New
Markets Division, PGAM (2005 - 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.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 43
Trust Officers
------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (48) Since 2003. Serves at Vice President and Associate General None
Secretary and Chief the discretion of the Counsel of Pioneer since January
Legal Officer Board. 2008; Secretary and Chief Legal
Officer of all of the Pioneer Funds
since June 2010; Assistant Secretary
of all of the Pioneer Funds from
September 2003 to May 2010; and Vice
President and Senior Counsel of
Pioneer from July 2002 to December
2007
------------------------------------------------------------------------------------------------------------------------------
Carol B. Hannigan (52) Since 2010. Serves at Fund Governance Director of Pioneer None
Assistant Secretary the discretion of the since December 2006 and Assistant
Board. Secretary of all the Pioneer Funds
since June 2010; Manager - Fund
Governance of Pioneer from December
2003 to November 2006; and Senior
Paralegal of Pioneer from January
2000 to November 2003
------------------------------------------------------------------------------------------------------------------------------
Thomas Reyes (50) Since 2010. Serves at Counsel of Pioneer since June 2007 None
Assistant Secretary the discretion of the and Assistant Secretary of all the
Board. Pioneer Funds since June 2010; and
Vice President and Counsel at State
Street Bank from October 2004 to June
2007
------------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (53) Since 2008. Serves at Vice President - Fund Treasury of None
Treasurer and Chief the discretion of the Pioneer; Treasurer of all of the
Financial and Accounting Board. Pioneer Funds since March 2008;
Officer of the Trust Deputy Treasurer of Pioneer from
March 2004 to February 2008; and
Assistant Treasurer of all of the
Pioneer Funds from March 2004 to
February 2008
------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (47) Since 2003. Serves at Assistant Vice President - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer; and Assistant
Board. Treasurer of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (54) Since 2003. Serves at Fund Accounting Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer; and Assistant
Board. Treasurer of all of the Pioneer Funds
------------------------------------------------------------------------------------------------------------------------------
44 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
------------------------------------------------------------------------------------------------------------------------------
Name, Age and Term of Office and Other Directorships
Position Held with the Trust Length of Service Principal Occupation Held by Trustee
------------------------------------------------------------------------------------------------------------------------------
David F. Johnson (33) Since 2009. Serves at Fund Administration Manager - Fund None
Assistant Treasurer the discretion of the Treasury of Pioneer since November
Board. 2008; Assistant Treasurer of all of
the Pioneer Funds since January 2009;
and Client Service Manager -
Institutional Investor Services at
State Street Bank from March 2003 to
March 2007
------------------------------------------------------------------------------------------------------------------------------
Jean M. Bradley (60) Since 2010. Serves at Chief Compliance Officer of Pioneer None
Chief Compliance Officer the discretion of the and of all the Pioneer Funds since
Board. March 2010; Director of Adviser and
Portfolio Compliance at Pioneer since
October 2005; and Senior Compliance
Officer for Columbia Management
Advisers, Inc. from October 2003 to
October 2005
------------------------------------------------------------------------------------------------------------------------------
Kelly O'Donnell (42) Since 2006. Serves at Director - Transfer Agency Compliance None
Anti-Money Laundering Officer the discretion of the of Pioneer and Anti-Money Laundering
Board. Officer of all the Pioneer funds since
2006
------------------------------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 45
This page for your notes.
46 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
This page for your notes.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 47
This page for your notes.
48 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
This page for your notes.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 49
This page for your notes.
50 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
This page for your notes.
Pioneer Municipal High Income Trust | Annual Report | 4/30/13 51
This page for your notes.
52 Pioneer Municipal High Income Trust | Annual Report | 4/30/13
How to Contact Pioneer
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
You can call American Stock Transfer & Trust Company (AST) for:
--------------------------------------------------------------------------------
Account Information 1-800-710-0935
Or write to AST:
--------------------------------------------------------------------------------
For Write to
General inquiries, lost dividend checks, American Stock
change of address, lost stock certificates, Transfer & Trust
stock transfer Operations Center
6201 15th Ave.
Brooklyn, NY 11219
Dividend reinvestment plan (DRIP) American Stock
Transfer & Trust
Wall Street Station
P.O. Box 922
New York, NY 10269-0560
Website www.amstock.com
For additional information, please contact your investment advisor or visit our
web site us.pioneerinvestments.com.
The Trust files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareowners may view the filed Form N-Q by visiting the Commission's
web site at www.sec.gov. The filed form may also be viewed and copied at the
Commission's Public Reference Room in Washington, DC. Information regarding the
operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] PIONEER
Investments(R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
us.pioneerinvestments.com
Securities offered through Pioneer Funds Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2013 Pioneer Investments 19384-07-0613
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 (see attachment);
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
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 $42,076
in 2013 and $42,100 in 2012.
(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
Audit related fees for the Trust's audit related services
totaled approximately $9,652 and $9,652 in 2013 and
2012, respectively.
(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 $8,290 and $8,290 for 2013 and
2012, 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 fees for 2013 and
2012.
(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, 2013 and 2012, 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 $17,942 in 2013
and $17,942 in 2012.
(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 Trust's audit committee of the Board of Trustees has
considered whether the provision of non-audit services
that were rendered to the Affiliates (as defined) that were
not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining
the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrants audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
The registrant has a separately-designated standing audit
committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
Item 6. Schedule of Investments.
File Schedule I Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.12-
12 of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Proxy Voting Policies and Procedures of
Pioneer Investment Management, Inc.
VERSION DATED July, 2004
Overview
Pioneer Investment Management, Inc. ("Pioneer") is a fiduciary that owes
each of its client's duties of care and loyalty with respect to all
services undertaken on the client's behalf, including proxy voting. When
Pioneer has been delegated proxy-voting authority for a client, the duty of
care requires Pioneer to monitor corporate events and to vote the proxies.
To satisfy its duty of loyalty, Pioneer must place its client's interests
ahead of its own and must cast proxy votes in a manner consistent with the
best interest of its clients. Pioneer will vote all proxies presented in a
timely manner.
The Proxy Voting Policies and Procedures are designed to complement
Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of
companies that are issuers of securities held in accounts managed by
Pioneer. Pioneer's Proxy Voting Policies summarize Pioneer's position on a
number of issues solicited by companies held by Pioneer's clients. The
policies are guidelines that provide a general indication on how Pioneer
would vote but do not include all potential voting scenarios.
Pioneer's Proxy Voting Procedures detail monitoring of voting, exception
votes, and review of conflicts of interest and ensure that case-by-case
votes are handled within the context of the overall guidelines (i.e. best
interest of client). The overriding goal is that all proxies for US and
non-US companies that are received promptly will be voted in accordance
with Pioneer's policies or specific client instructions. All shares in a
company held by Pioneer-managed accounts will be voted alike, unless a
client has given us specific voting instructions on an issue or has not
delegated authority to us or the Proxy Voting Oversight Group determines
that the circumstances justify a different approach.
Pioneer does not delegate the authority to vote proxies relating to its
clients to any of its affiliates, which include other subsidiaries of
UniCredito.
Any questions about these policies and procedures should be directed to the
Proxy Coordinator.
1
Proxy Voting Procedures
Proxy Voting Service
Pioneer has engaged an independent proxy voting service to assist in the
voting of proxies. The proxy voting service works with custodians to ensure
that all proxy materials are received by the custodians and are processed
in a timely fashion. To the extent applicable, the proxy voting service
votes all proxies in accordance with the proxy voting policies established
by Pioneer. The proxy voting service will refer proxy questions to the
Proxy Coordinator (described below) for instructions under circumstances
where: (1) the application of the proxy voting guidelines is unclear; (2) a
particular proxy question is not covered by the guidelines; or (3) the
guidelines call for specific instructions on a case-by-case basis. The
proxy voting service is also requested to call to the Proxy Coordinator's
attention specific proxy questions that, while governed by a guideline,
appear to involve unusual or controversial issues. Pioneer reserves the
right to attend a meeting in person and may do so when it determines that
the company or the matters to be voted on at the meeting are strategically
important to its clients.
Proxy Coordinator
Pioneer's Director of Investment Operations (the "Proxy Coordinator")
coordinates the voting, procedures and reporting of proxies on behalf of
Pioneer's clients. The Proxy Coordinator will deal directly with the proxy
voting service and, in the case of proxy questions referred by the proxy
voting service, will solicit voting recommendations and instructions from
the Director of Portfolio Management US or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring
that these questions and referrals are responded to in a timely fashion and
for transmitting appropriate voting instructions to the proxy voting
service. The Proxy Coordinator is responsible for verifying with the
Compliance Department whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries).
Referral Items
From time to time, the proxy voting service will refer proxy questions to
the Proxy Coordinator that are described by Pioneer's policy as to be voted
on a case-by-case basis, that are not covered by Pioneer's guidelines or
where Pioneer's guidelines may be unclear with respect to the matter to be
voted on. Under such certain circumstances, the Proxy Coordinator will seek
a written voting recommendation from the Director of Portfolio Management
US. Any such recommendation will include: (i) the manner in which the
proxies should be voted; (ii) the rationale underlying any such decision;
and (iii) the disclosure of any contacts or communications made between
Pioneer and any outside parties concerning the proxy proposal prior to the
time that the voting instructions are provided. In addition, the Proxy
Coordinator will ask the Compliance Department to review the question for
any actual or apparent conflicts of interest as described below under
"Conflicts of
2
Interest." The Compliance Department will provide a "Conflicts of Interest
Report," applying the criteria set forth below under "Conflicts of
Interest," to the Proxy Coordinator summarizing the results of its review.
In the absence of a conflict of interest, the Proxy Coordinator will vote
in accordance with the recommendation of the Director of Portfolio
Management US.
If the matter presents a conflict of interest for Pioneer, then the Proxy
Coordinator will refer the matter to the Proxy Voting Oversight Group for a
decision. In general, when a conflict of interest is present, Pioneer will
vote according to the recommendation of the Director of Portfolio
Management US where such recommendation would go against Pioneer's interest
or where the conflict is deemed to be immaterial. Pioneer will vote
according to the recommendation of its proxy voting service when the
conflict is deemed to be material and the Pioneer's internal vote
recommendation would favor Pioneer's interest, unless a client specifically
requests Pioneer to do otherwise. When making the final determination as to
how to vote a proxy, the Proxy Voting Oversight Group will review the
report from the Director of Portfolio Management US and the Conflicts of
Interest Report issued by the Compliance Department.
Conflicts of Interest
A conflict of interest occurs when Pioneer's interests interfere, or appear
to interfere with the interests of Pioneer's clients. Occasionally, Pioneer
may have a conflict that can affect how its votes proxies. The conflict may
be actual or perceived and may exist when the matter to be voted on
concerns:
o An affiliate of Pioneer, such as another company belonging to
the UniCredito Italiano S.p.A. banking group (a "UniCredito
Affiliate");
o An issuer of a security for which Pioneer acts as a sponsor,
advisor, manager, custodian, distributor, underwriter, broker, or
other similar capacity (including those securities specifically
declared by PGAM to present a conflict of interest for Pioneer);
o An issuer of a security for which UniCredito has informed Pioneer
that a UniCredito Affiliate acts as a sponsor, advisor, manager,
custodian, distributor, underwriter, broker, or other similar
capacity; or
o A person with whom Pioneer (or any of its affiliates) has an
existing, material contract or business relationship that was not
entered into in the ordinary course of Pioneer's business.
o Pioneer will abstain from voting with respect to companies
directly or indirectly owned by UniCredito Italiano Group, unless
otherwise directed by a client. In addition, Pioneer will inform
PGAM Global Compliance and the PGAM Independent Directors before
exercising such rights.
Any associate involved in the proxy voting process with knowledge of any
apparent or actual conflict of interest must disclose such conflict to the
Proxy Coordinator and the Compliance Department. The Compliance Department
will review each item referred to Pioneer to determine whether an actual or
potential conflict of interest with Pioneer exists in connection with the
proposal(s) to be voted upon. The review will be conducted by comparing the
apparent parties affected by the proxy proposal being
3
voted upon against the Compliance Department's internal list of interested
persons and, for any matches found, evaluating the anticipated magnitude
and possible probability of any conflict of interest being present. For
each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a
Conflicts of Interest Report to the Proxy Coordinator.
Securities Lending
In conjunction with industry standards Proxies are not available to be
voted when the shares are out on loan through either Pioneer's lending
program or a client's managed security lending program. However, Pioneer
will reserve the right to recall lent securities so that they may be voted
according to the Pioneer's instructions. If a portfolio manager would like
to vote a block of previously lent shares, the Proxy Coordinator will work
with the portfolio manager and Investment Operations to recall the
security, to the extent possible, to facilitate the vote on the entire
block of shares.
Share-Blocking
"Share-blocking" is a market practice whereby shares are sent to a
custodian (which may be different than the account custodian) for record
keeping and voting at the general meeting. The shares are unavailable for
sale or delivery until the end of the blocking period (typically the day
after general meeting date).
Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time-frame
and practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.
Record Keeping
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:
o Retains a copy of the proxy statement received (unless the proxy
statement is available from the SEC's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system);
o Retains a record of the vote cast;
o Prepares Form N-PX for filing on behalf of each client that is a
registered investment company; and
o Is able to promptly provide Pioneer with a copy of the voting
record upon its request.
4
The Proxy Coordinator shall ensure that for those votes that may require
additional documentation (i.e. conflicts of interest, exception votes and
case-by-case votes) the following records are maintained:
o A record memorializing the basis for each referral vote cast;
o A copy of any document created by Pioneer that was material in
making the decision on how to vote the subject proxy; and
o A copy of any conflict notice, conflict consent or any other
written communication (including emails or other electronic
communications) to or from the client (or in the case of an
employee benefit plan, the plan's trustee or other fiduciaries)
regarding the subject proxy vote cast by, or the vote
recommendation of, Pioneer.
o Pioneer shall maintain the above records in the client's file for a
period not less than ten (10) years.
Disclosure
Pioneer shall take reasonable measures to inform its clients of the process
or procedures clients must follow to obtain information regarding how
Pioneer voted with respect to assets held in their accounts. In addition,
Pioneer shall describe to clients its proxy voting policies and procedures
and will furnish a copy of its proxy voting policies and procedures upon
request. This information may be provided to clients through Pioneer's Form
ADV (Part II) disclosure, by separate notice to the client, or through
Pioneer's website.
Proxy Voting Oversight Group
The members of the Proxy Voting Oversight Group are Pioneer's: Director of
Portfolio Management US, Head of Investment Operations, and Director of
Compliance. Other members of Pioneer will be invited to attend meetings and
otherwise participate as necessary. The Head of Investment Operations will
chair the Proxy Voting Oversight Group.
The Proxy Voting Oversight Group is responsible for developing, evaluating,
and changing (when necessary) Pioneer's Proxy Voting Policies and
Procedures. The group meets at least annually to evaluate and review these
policies and procedures and the services of its third-party proxy voting
service. In addition, the Proxy Voting Oversight Group will meet as
necessary to vote on referral items and address other business as
necessary.
Amendments
Pioneer may not amend its Proxy Voting Policies And Procedures without the
prior approval of the Proxy Voting Oversight Group and its corporate
parent, Pioneer Global Asset Management S.p.A
5
Proxy Voting Policies
Pioneer's sole concern in voting proxies is the economic effect of the
proposal on the value of portfolio holdings, considering both the short-
and long-term impact. In many instances, Pioneer believes that supporting
the company's strategy and voting "for" management's proposals builds
portfolio value. In other cases, however, proposals set forth by management
may have a negative effect on that value, while some shareholder proposals
may hold the best prospects for enhancing it. Pioneer monitors developments
in the proxy-voting arena and will revise this policy as needed.
All proxies that are received promptly will be voted in accordance with the
specific policies listed below. All shares in a company held by
Pioneer-managed accounts will be voted alike, unless a client has given us
specific voting instructions on an issue or has not delegated authority to
us. Proxy voting issues will be reviewed by Pioneer's Proxy Voting
Oversight Group, which consists of the Director of Portfolio Management US,
the Director of Investment Operations (the Proxy Coordinator), and the
Director of Compliance.
Pioneer has established Proxy Voting Procedures for identifying and
reviewing conflicts of interest that may arise in the voting of proxies.
Clients may request, at any time, a report on proxy votes for securities
held in their portfolios and Pioneer is happy to discuss our proxy votes
with company management. Pioneer retains a proxy voting service to provide
research on proxy issues and to process proxy votes.
Administrative
While administrative items appear infrequently in U.S. issuer proxies, they
are quite common in non-U.S. proxies.
We will generally support these and similar management proposals:
o Corporate name change.
o A change of corporate headquarters.
o Stock exchange listing.
o Establishment of time and place of annual meeting.
o Adjournment or postponement of annual meeting.
o Acceptance/approval of financial statements.
o Approval of dividend payments, dividend reinvestment plans and other
dividend-related proposals.
o Approval of minutes and other formalities.
6
o Authorization of the transferring of reserves and allocation of
income.
o Amendments to authorized signatories.
o Approval of accounting method changes or change in fiscal year-end.
o Acceptance of labor agreements.
o Appointment of internal auditors.
Pioneer will vote on a case-by-case basis on other routine business;
however, Pioneer will oppose any routine business proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of
the proposal. Pioneer has also instructed its proxy voting service to
inform Pioneer of its analysis of any administrative items inconsistent, in
its view, with supporting the value of Pioneer portfolio holdings so that
Pioneer may consider and vote on those items on a case-by-case basis.
Auditors
We normally vote for proposals to:
o Ratify the auditors. We will consider a vote against if we are
concerned about the auditors' independence or their past work for
the company. Specifically, we will oppose the ratification of
auditors and withhold votes from audit committee members if
non-audit fees paid by the company to the auditing firm exceed the
sum of audit fees plus audit-related fees plus permissible tax
fees according to the disclosure categories proposed by the
Securities and Exchange Commission.
o Restore shareholder rights to ratify the auditors.
We will normally oppose proposals that require companies to:
o Seek bids from other auditors.
o Rotate auditing firms, except where the rotation is statutorily
required or where rotation would demonstrably strengthen financial
disclosure.
o Indemnify auditors.
o Prohibit auditors from engaging in non-audit services for the
company.
Board of Directors
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in
instances where corporate performance has been very poor or where the board
appears to lack independence.
7
General Board Issues
Pioneer will vote for:
o Audit, compensation and nominating committees composed of
independent directors exclusively.
o Indemnification for directors for actions taken in good faith in
accordance with the business judgment rule. We will vote against
proposals for broader indemnification.
o Changes in board size that appear to have a legitimate business
purpose and are not primarily for anti-takeover reasons.
o Election of an honorary director.
We will vote against:
o Minimum stock ownership by directors.
o Term limits for directors. Companies benefit from experienced
directors, and shareholder control is better achieved through
annual votes.
o Requirements for union or special interest representation on the
board.
o Requirements to provide two candidates for each board seat.
We will vote on a case-by case basis on these issues:
o Separate chairman and CEO positions. We will consider voting with
shareholders on these issues in cases of poor corporate
performance.
Elections of Directors
In uncontested elections of directors we will vote against:
o Individual directors with absenteeism above 25% without valid
reason. We support proposals that require disclosure of director
attendance.
o Insider directors and affiliated outsiders who sit on the audit,
compensation, stock option or nominating committees. For the
purposes of our policy, we accept the definition of affiliated
directors provided by our proxy voting service.
We will also vote against:
o Directors who have failed to act on a takeover offer where the
majority of shareholders have tendered their shares.
o Directors who appear to lack independence or are associated with
very poor corporate performance.
8
We will vote on a case-by case basis on these issues:
o Re-election of directors who have implemented or renewed a
dead-hand or modified dead-hand poison pill (a "dead-hand poison
pill" is a shareholder rights plan that may be altered only by
incumbent or "dead " directors. These plans prevent a potential
acquirer from disabling a poison pill by obtaining control of the
board through a proxy vote).
o Contested election of directors.
o Prior to phase-in required by SEC, we would consider supporting
election of a majority of independent directors in cases of poor
performance.
o Mandatory retirement policies.
o Directors who have ignored a shareholder proposal that has been
approved by shareholders for two consecutive years.
Takeover-Related Measures
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.
Pioneer will vote for:
o Cumulative voting.
o Increase ability for shareholders to call special meetings.
o Increase ability for shareholders to act by written consent.
o Restrictions on the ability to make greenmail payments.
o Submitting rights plans to shareholder vote.
o Rescinding shareholder rights plans ("poison pills").
o Opting out of the following state takeover statutes:
o Control share acquisition statutes, which deny large holders voting
rights on holdings over a specified threshold.
o Control share cash-out provisions, which require large holders to
acquire shares from other holders.
o Freeze-out provisions, which impose a waiting period on large
holders before they can attempt to gain control.
o Stakeholder laws, which permit directors to consider interests of
non-shareholder constituencies.
9
o Disgorgement provisions, which require acquirers to disgorge profits
on purchases made before gaining control.
o Fair price provisions.
o Authorization of shareholder rights plans.
o Labor protection provisions.
o Mandatory classified boards.
We will vote on a case-by-case basis on the following issues:
o Fair price provisions. We will vote against provisions requiring
supermajority votes to approve takeovers. We will also consider
voting against proposals that require a supermajority vote to
repeal or amend the provision. Finally, we will consider the
mechanism used to determine the fair price; we are generally
opposed to complicated formulas or requirements to pay a premium.
o Opting out of state takeover statutes regarding fair price
provisions. We will use the criteria used for fair price
provisions in general to determine our vote on this issue.
o Proposals that allow shareholders to nominate directors.
We will vote against:
o Classified boards, except in the case of closed-end mutual funds.
o Limiting shareholder ability to remove or appoint directors. We
will support proposals to restore shareholder authority in this
area. We will review on a case-by-case basis proposals that
authorize the board to make interim appointments.
o Classes of shares with unequal voting rights.
o Supermajority vote requirements.
o Severance packages ("golden" and "tin" parachutes). We will support
proposals to put these packages to shareholder vote.
o Reimbursement of dissident proxy solicitation expenses. While we
ordinarily support measures that encourage takeover bids, we
believe that management should have full control over corporate
funds.
o Extension of advance notice requirements for shareholder proposals.
o Granting board authority normally retained by shareholders (e.g.,
amend charter, set board size).
o Shareholder rights plans ("poison pills"). These plans generally
allow shareholders to buy additional shares at a below-market
price in the event of a change in control and may deter some bids.
10
Capital Structure
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals
in this area. We will, however, reject proposals that impose high barriers
to potential takeovers.
Pioneer will vote for:
o Changes in par value.
o Reverse splits, if accompanied by a reduction in number of shares.
o Share repurchase programs, if all shareholders may participate on
equal terms.
o Bond issuance.
o Increases in "ordinary" preferred stock.
o Proposals to have blank-check common stock placements (other than
shares issued in the normal course of business) submitted for
shareholder approval.
o Cancellation of company treasury shares.
We will vote on a case-by-case basis on the following issues:
o Reverse splits not accompanied by a reduction in number of shares,
considering the risk of delisting.
o Increase in authorized common stock. We will make a determination
considering, among other factors:
o Number of shares currently available for issuance;
o Size of requested increase (we would normally approve increases of up to
100% of current authorization);
o Proposed use of the additional shares; and
o Potential consequences of a failure to increase the number of shares
outstanding (e.g., delisting or bankruptcy).
o Blank-check preferred. We will normally oppose issuance of a new
class of blank-check preferred, but may approve an increase in a
class already outstanding if the company has demonstrated that it
uses this flexibility appropriately.
o Proposals to submit private placements to shareholder vote.
o Other financing plans.
We will vote against preemptive rights that we believe limit a company's
financing flexibility.
11
Compensation
Pioneer supports compensation plans that link pay to shareholder returns
and believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same
time, stock-related compensation plans have a significant economic impact
and a direct effect on the balance sheet. Therefore, while we do not want
to micromanage a company's compensation programs, we will place limits on
the potential dilution these plans may impose.
Pioneer will vote for:
o 401(k) benefit plans.
o Employee stock ownership plans (ESOPs), as long as shares
allocated to ESOPs are less than 5% of outstanding shares. Larger
blocks of stock in ESOPs can serve as a takeover defense. We will
support proposals to submit ESOPs to shareholder vote.
o Various issues related to the Omnibus Budget and Reconciliation Act
of 1993 (OBRA), including:
o Amendments to performance plans to conform with OBRA;
o Caps on annual grants or amendments of administrative features;
o Adding performance goals; and
o Cash or cash-and-stock bonus plans.
o Establish a process to link pay, including stock-option grants, to
performance, leaving specifics of implementation to the company.
o Require that option repricings be submitted to shareholders.
o Require the expensing of stock-option awards.
o Require reporting of executive retirement benefits (deferred
compensation, split-dollar life insurance, SERPs, and pension
benefits).
o Employee stock purchase plans where the purchase price is equal to
at least 85% of the market price, where the offering period is no
greater than 27 months and where potential dilution (as defined
below) is no greater than 10%.
12
We will vote on a case-by-case basis on the following issues:
o Executive and director stock-related compensation plans. We will
consider the following factors when reviewing these plans:
o The program must be of a reasonable size. We will approve plans
where the combined employee and director plans together would
generate less than 15% dilution. We will reject plans with 15% or
more potential dilution.
Dilution = (A + B + C) / (A + B + C + D), where
A = Shares reserved for plan/amendment,
B = Shares available under continuing plans,
C = Shares granted but unexercised and
D = Shares outstanding.
o The plan must not:
o Explicitly permit unlimited option repricing authority or that
have repriced in the past without shareholder approval.
o Be a self-replenishing "evergreen" plan, plans that grant
discount options and tax offset payments.
o We are generally in favor of proposals that increase participation beyond
executives.
o We generally support proposals asking companies to adopt rigorous
vesting provisions for stock option plans such as those that vest
incrementally over, at least, a three- or four-year period with a pro
rata portion of the shares becoming exercisable on an annual basis
following grant date.
o We generally support proposals asking companies to disclose their
window period policies for stock transactions. Window period policies
ensure that employees do not exercise options based on insider
information contemporaneous with quarterly earnings releases and other
material corporate announcements.
o We generally support proposals asking companies to adopt stock holding
periods for their executives.
o All other employee stock purchase plans.
o All other compensation-related proposals, including deferred
compensation plans, employment agreements, loan guarantee programs
and retirement plans.
o All other proposals regarding stock compensation plans, including
extending the life of a plan, changing vesting restrictions,
repricing options, lengthening exercise periods or accelerating
distribution of awards and pyramiding and cashless exercise
programs.
13
We will vote against:
o Pensions for non-employee directors. We believe these retirement
plans reduce director objectivity.
o Elimination of stock option plans.
We will vote on a case-by case basis on these issues:
o Limits on executive and director pay.
o Stock in lieu of cash compensation for directors.
Corporate Governance
Pioneer will vote for:
o Confidential Voting.
o Equal access provisions, which allow shareholders to contribute
their opinion to proxy materials.
o Proposals requiring directors to disclose their ownership of shares
in the company.
We will vote on a case-by-case basis on the following issues:
o Change in the state of incorporation. We will support
reincorporations supported by valid business reasons. We will
oppose those that appear to be solely for the purpose of
strengthening takeover defenses.
o Bundled proposals. We will evaluate the overall impact of the
proposal.
o Adopting or amending the charter, bylaws or articles of association.
o Shareholder appraisal rights, which allow shareholders to demand
judicial review of an acquisition price.
We will vote against:
o Shareholder advisory committees. While management should solicit
shareholder input, we prefer to leave the method of doing so to
management's discretion.
o Limitations on stock ownership or voting rights.
o Reduction in share ownership disclosure guidelines.
14
Mergers and Restructurings
Pioneer will vote on the following and similar issues on a case-by-case
basis:
o Mergers and acquisitions.
o Corporate restructurings, including spin-offs, liquidations, asset
sales, joint ventures, conversions to holding company and
conversions to self-managed REIT structure.
o Debt restructurings.
o Conversion of securities.
o Issuance of shares to facilitate a merger.
o Private placements, warrants, convertible debentures.
o Proposals requiring management to inform shareholders of merger
opportunities.
We will normally vote against shareholder proposals requiring that the
company be put up for sale.
Mutual Funds
Many of our portfolios may invest in shares of closed-end mutual funds or
exchange-traded funds. The non-corporate structure of these investments
raises several unique proxy voting issues.
Pioneer will vote for:
o Establishment of new classes or series of shares.
o Establishment of a master-feeder structure.
Pioneer will vote on a case-by-case on:
o Changes in investment policy. We will normally support changes
that do not affect the investment objective or overall risk level
of the fund. We will examine more fundamental changes on a
case-by-case basis.
o Approval of new or amended advisory contracts.
o Changes from closed-end to open-end format.
o Authorization for, or increase in, preferred shares.
o Disposition of assets, termination, liquidation, or mergers.
o Classified boards of closed-end mutual funds, but will typically
support such proposals.
15
Social Issues
Pioneer will abstain on stockholder proposals calling for greater
disclosure of corporate activities with regard to social issues. "Social
Issues" may generally be described as shareholder proposals for a company
to:
o Conduct studies regarding certain issues of public concern and
interest;
o Study the feasibility of the company taking certain actions with
regard to such issues; or
o Take specific action, including ceasing certain behavior and
adopting company standards and principles, in relation to issues
of public concern and interest.
We believe these issues are important and should receive management
attention.
Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against
proposals with regard to contributions, believing that management should
control the routine disbursement of funds.
16
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrants portfolio (Portfolio Manager). Also state each Portfolio
Managers business experience during the past 5 years.
9. PORTFOLIO MANAGEMENT
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGER
OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGER
The table below indicates, for the portfolio manager of the fund, information
about the accounts other than the fund over which the portfolio manager has
day-to-day investment responsibility. All information on the number of accounts
and total assets in the table is as of April 30, 2013. For purposes of the
table, "Other Pooled Investment Vehicles" may include investment partnerships,
undertakings for collective investments in transferable securities ("UCITS")
and other non-U.S. investment funds and group trusts, and "Other Accounts" may
include separate accounts for institutions or individuals, insurance company
general or separate accounts, pension funds and other similar institutional
accounts but generally do not include the portfolio manager's personal
investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.
NUMBER OF ASSETS
ACCOUNTS MANAGED
MANAGED FOR FOR WHICH
WHICH ADVISORY ADVISORY
NUMBER OF FEE IS FEE IS
NAME OF ACCOUNTS TOTAL ASSETS PERFORMANCE- PERFORMANCE-
PORTFOLIO MANAGER TYPE OF ACCOUNT MANAGED MANAGED (000'S) BASED BASED (000'S)
------------------- ---------------------------------- ----------- ----------------- ---------------- --------------
David Eurkus Other Registered Investment
Companies 3 $2,276,395 N/A N/A
Other Pooled Investment Vehicles 0 $ 0 N/A N/A
Other Accounts 0 $ 0 N/A N/A
------------------- ---------------------------------- ----------- ---------- ---------------- --------------
Jonathan Chirunga Other Registered
Investment Companies 3 $2,276,395 N/A N/A
Other Pooled Investment Vehicles 0 $ 0 N/A N/A
Other Accounts 0 $ 0 N/A N/A
------------------- ---------------------------------- ----------- ---------- ---------------- --------------
POTENTIAL CONFLICTS OF INTEREST
When a portfolio manager is responsible for the management of more than one
account, the potential arises for the portfolio manager to favor one account
over another. The principal types of potential conflicts of interest that may
arise are discussed below. For the reasons outlined below, Pioneer does not
believe that any material conflicts are likely to arise out of a portfolio
manager's responsibility for the management of the fund as well as one or more
other accounts. Although Pioneer has adopted procedures that it believes are
reasonably designed to detect and prevent violations of the federal securities
laws and to mitigate the potential for conflicts of interest to affect its
portfolio management decisions, there can be no assurance that all conflicts
will be identified or that all procedures will be effective in mitigating the
potential for such risks. Generally, the risks of such conflicts of interest
are increased to the extent that a portfolio manager has a financial incentive
to favor one account over another. Pioneer has structured its compensation
arrangements in a manner that is intended to limit such potential for conflicts
of interest. See "Compensation of Portfolio Managers" below.
o A portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as initial public
offerings and private placements. If, for example, an initial public
offering that was expected to appreciate in value significantly shortly
after the offering was allocated to a single account, that account may be
expected to have better investment performance than other accounts that did
not receive an allocation of the initial public offering. Generally,
investments for which there is limited availability are allocated based upon
a range of factors including available cash and
0
consistency with the accounts' investment objectives and policies. This
allocation methodology necessarily involves some subjective elements but is
intended over time to treat each client in an equitable and fair manner.
Generally, the investment opportunity is allocated among participating
accounts on a pro rata basis. Although 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 MANAGER
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
1
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 Barclays Capital Municipal
Bond Index and Barclays Capital High Yield 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 participate in other programs designed to reward and
retain key contributors. Senior executives or other key employees are granted
performance units based on the stock price performance of UniCredit and the
financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.
SHARE OWNERSHIP BY PORTFOLIO MANAGERS
The following table indicates as of April 30, 2013 the value, within the
indicated range, of shares beneficially owned by the portfolio managers of the
fund.
BENEFICIAL OWNERSHIP
NAME OF PORTFOLIO MANAGER OF THE FUND*
--------------------------- ---------------------
David Eurkus A
--------------------------- ---------------------
Jonathan Chirunga x
--------------------------- ---------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 - $500,000
F. $500,001 - $1,000,000
G. Over $1,000,000
2
Item 9. Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the 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 28, 2013
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 28, 2013
By (Signature and Title)* /s/ Mark Bradley
Mark Bradley, Treasurer & Chief Accounting & Financial Officer
Date June 28, 2013
* Print the name and title of each signing officer under his or her signature.