SHARE PURCHASE AGREEMENT
This Agreement is made as of the 18th day of March, 2002 between
Pioneer Investment Management, Inc., a Delaware corporation ("PIM"), and Pioneer
High Income Trust, a Delaware business trust (the "Fund").
WHEREAS, the Fund proposes to issue and sell common shares of
beneficial interest (the "Shares") to the public pursuant to a registration
statement on Form N-2 (the "Registration Statement") filed with the Securities
and Exchange Commission;
WHEREAS the Fund wishes to sell to PIM, and PIM wishes to purchase from
the Fund, $100,003 of shares of beneficial interest of the Fund (6,981 shares at
a purchase price of $14.325 per share (collectively, the "Shares")); and
WHEREAS, PIM is purchasing the Shares for the purpose of providing the
initial capitalization of the Fund as required by the Investment Company Act of
1940;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, PIM is delivering
to the Fund a check in the amount of $100,003 in full payment for the
Shares.
2. PIM agrees that it is purchasing the Shares for investment and has no
present intention of redeeming or reselling the Shares.
3. PIM further agrees that it may not withdraw the Shares from the
Fund for the first two years and at a rate, which at any time
during the Fund's next three years of operations, exceeds in the
aggregate $2,777.86 per month.
Executed as of the date first set forth above.
PIONEER INVESTMENT MANAGEMENT, INC.
/S/ XXXXXX X. GERACI_________
By: Xxxxxx X. Xxxxxx
Its: President
PIONEER HIGH INCOME TRUST
/S/ XXXXXX X. GERACI_________
By: Xxxxxx X. Xxxxxx
Its: Executive Vice-President
