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 811-04975
MFS MULTIMARKET INCOME TRUST
(Exact name of registrant as specified in charter)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
Christopher R. Bohane
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agents for service)
Registrants telephone number, including area code: (617) 954-5000
Date of fiscal year end: October 31
Date of reporting period: October 31, 2018
ITEM 1. | REPORTS TO STOCKHOLDERS. |
Annual Report
October 31, 2018
MFS® Multimarket Income Trust
MMT-ANN
MANAGED DISTRIBUTION POLICY DISCLOSURE
The MFS Multimarket Income Trusts (the fund) Board of Trustees adopted a managed distribution policy. The fund seeks to pay monthly distributions based on an annual rate of 8.00% of the funds average monthly net asset value. The primary purpose of the managed distribution policy is to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month. You should not draw any conclusions about the funds investment performance from the amount of the current distribution or from the terms of the funds managed distribution policy. The Board may amend or terminate the managed distribution policy at any time without prior notice to fund shareholders. The amendment or termination of the managed distribution policy could have an adverse effect on the market price of the funds shares.
With each distribution, the fund will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the funds investment experience during its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. Please refer to Tax Matters and Distributions under Note 2 of the Notes to Financial Statements for information regarding the tax character of the funds distributions.
Under a managed distribution policy the fund may at times distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. Any such returns of capital will decrease the funds total assets and, therefore, could have the effect of increasing the funds expense ratio. In addition, in order to make the level of distributions called for under its managed distribution policy, the fund may have to sell portfolio securities at a less than opportune time. A return of capital does not necessarily reflect the funds investment performance and should not be confused with yield or income. The funds total return in relation to changes in net asset value is presented in the Financial Highlights.
New York Stock Exchange Symbol: MMT
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE
LETTER FROM THE EXECUTIVE CHAIRMAN
Dear Shareholders:
Rising bond yields, international trade friction, and geopolitical uncertainty have contributed to an uptick in market volatility in recent quarters a departure from the
low-volatility environment that prevailed for much of 2017. Against this more challenging backdrop, equity markets in the United States have outperformed most international markets on a relative basis, though returns have been modest year to date on an absolute basis. Global economic growth has become less synchronized over the past few months, with Europe, China, and some emerging markets having shown signs of slowing growth while U.S. growth has remained above average.
Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains fairly accommodative around the world, with many central banks taking only tentative steps toward tighter policies.
U.S. tax reforms adopted in late 2017 have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. The split result of the U.S. midterm congressional elections suggests meaningful further U.S. fiscal stimulus is less likely than if the Republicans had maintained control of both houses of Congress. Globally, inflation remains largely subdued, but tight labor markets and moderate global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear trade disputes could dampen business sentiment, leading to even slower global growth. While there has been progress on this front NAFTA has been replaced with a new agreement between the U.S., Mexico, and Canada; the free trade pact with Korea has been updated; and a negotiating framework with the European Union has been agreed upon tensions over trade with China remain quite high.
As a global investment manager with nearly a century of expertise, MFS® firmly believes active risk management offers downside mitigation and may help improve investment outcomes. We built our active investment platform with this belief in mind. Our long-term perspective influences nearly every aspect of our business, ensuring our investment decisions align with the investing time horizons of our clients.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
December 14, 2018
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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2
Portfolio Composition continued
(a) | For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moodys, Fitch, and Standard & Poors rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies. |
(d) | Duration is a measure of how much a bonds price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolios ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
(m) | In determining each instruments effective maturity for purposes of calculating the funds dollar-weighted average effective maturity, MFS uses the instruments stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instruments stated maturity. |
(o) | Less than 0.1%. |
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the funds cash position and other assets and liabilities.
From time to time Cash & Cash Equivalents may be negative due to borrowings for leverage transactions and/or timing of cash receipts and disbursements.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of October 31, 2018.
The portfolio is actively managed and current holdings may be different.
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Summary of Results
MFS Multimarket Income Trust (fund) is a closed-end fund. The funds investment objective is to seek high current income, but may also consider capital appreciation. The fund normally invests at least 80% of its net assets in fixed income securities. MFS considers debt instruments of all types to be fixed income securities. MFS normally invests the funds assets in corporate bonds of US and/or foreign issuers, US Government securities, foreign government securities, mortgage-backed and other asset-backed securities of US and foreign issuers, and/or debt instruments of issuers located in emerging market countries. MFS allocates the funds assets across these categories with a view toward broad diversification across and within these categories. MFS may also invest the funds assets in equity securities.
For the twelve months ended October 31, 2018, shares of the fund provided a total return of 0.69%, at net asset value, and a total return of 7.02%, at market value. This compares with a return of 0.98% for the funds benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index. Over the same period, the funds other benchmark, the MFS Multimarket Income Trust Blended Index (Blended Index), generated a return of 1.33%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.
The performance commentary below is based on the net asset value performance of the fund which reflects the performance of the underlying pool of assets held by the fund. The total return at market value represents the return earned by owners of the shares of the fund which are traded publicly on the exchange.
Market Environment
During the reporting period, the US Federal Reserve raised interest rates by 100 basis points, bringing the total number of rate hikes to eight since the central bank began to normalize monetary policy in late 2015. The growth rate in the US, eurozone and Japan remained above trend, although inflation remained contained, particularly outside the US. Late in the period, the European Central Bank announced that it would halt its asset purchase program at the end of 2018, but issued forward guidance that it does not expect to raise interest rates at least until after the summer of 2019. Both the Bank of England and the Bank of Canada raised rates several times during the period. The European political backdrop became a bit more volatile late in the period, spurred by concerns over cohesion in the eurozone after the election of an anti-establishment, Eurosceptic coalition government in Italy.
Bond yields rose in the US during the period but remained low by historical standards, while yields in many developed markets fell. Outside of emerging markets, where spreads and currencies came under pressure, credit spreads remained quite tight, particularly in US high yield corporates. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the periods second half, especially outside the US. Tighter financial conditions from rising US rates and a
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Management Review continued
strong dollar combined with trade uncertainty helped expose structural weaknesses in several emerging markets in the second half of the period.
Volatility increased at the end of the period amid signs of slowing global economic growth and increasing trade tensions, which prompted a market setback shortly after US markets set record highs in September. It was the second such equity market decline during the reporting period. The correction came despite a third consecutive quarter of strong growth in US earnings per share. Strong earnings growth, combined with the market decline, brought US equity valuations down from elevated levels, earlier in the period, to multiples more in line with long-term averages. While the US economy maintained its strength, global economic growth became less synchronized during the period, with Europe and China showing signs of a modest slowdown and some emerging markets coming under stress.
Factors Affecting Performance
Relative to the Blended Index, bond selection within the industrials sector held back performance. Additionally, the funds greater exposure to BBB- rated (r) securities, as well as its lesser exposure to C and CCC- rated securities, in particular within the industrials sector, also detracted from relative performance.
Conversely, the funds lesser exposure to the government related sovereign sector, and a greater exposure to the industrials sector, contributed to relative performance. The funds yield curve (y) positioning was another positive factor for relative results. The fund had less exposure than the benchmark to the front end of the US Treasury yield curve, where rates increased the most over the period.
The fund employs leverage and, to the extent that investments are purchased through the use of leverage, the funds net asset value may increase or decrease at a greater rate than a comparable unleveraged fund. During the reporting period, the use of leverage was a positive contributor to relative performance.
Respectfully,
Portfolio Manager(s)
Robert Spector, Ward Brown, David Cole, Pilar Gomez-Bravo, Robert Persons, Matt Ryan, and Michael Skatrud
(r) | Bonds rated BBB, Baa, or higher are considered investment grade; bonds rated BB, Ba, or below are considered non-investment grade. The source for bond quality ratings is Moodys Investors Service, Standard & Poors and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated. |
(y) | A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates. |
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Management Review continued
Note to Shareholders: Effective March 1, 2018, Michael Skatrud became a Portfolio Manager of the Fund. Effective June 30, 2018, Richard Hawkins is no longer a Portfolio Manager of the Fund. Effective September 1, 2018, William Adams is no longer a Portfolio Manager of the Fund.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolios current or future investments.
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PERFORMANCE SUMMARY THROUGH 10/31/18
The following chart presents the funds historical performance in comparison to its benchmark(s). Investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than their original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the sale of fund shares. Performance data shown represents past performance and is no guarantee of future results.
Price Summary for MFS Multimarket Income Trust
Date | Price | |||||||||||
Year Ended 10/31/18 |
Net Asset Value | 10/31/18 | $6.06 | |||||||||
10/31/17 | $6.67 | |||||||||||
New York Stock Exchange Price | 10/31/18 | $5.24 | ||||||||||
11/06/17 | (high) (t) | $6.19 | ||||||||||
10/30/18 | (low) (t) | $5.21 | ||||||||||
10/31/17 | $6.16 |
Total Returns vs Benchmark(s)
Year Ended 10/31/18 |
MFS Multimarket Income Trust at | |||||||||
New York Stock Exchange Price (r) |
(7.02)% | |||||||||
Net Asset Value (r) |
(0.69)% | |||||||||
Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f) | 0.98% | |||||||||
MFS Multimarket Income Trust Blended Index (f)(w) | (1.33)% | |||||||||
Bloomberg Barclays Global Aggregate Credit Bond Index (f) | (2.88)% | |||||||||
Bloomberg Barclays U.S. Government/Mortgage Bond Index (f) | (1.75)% | |||||||||
JPMorgan Emerging Markets Bond Index Global (f) | (5.27)% |
(f) | Source: FactSet Research Systems Inc. |
(r) | Includes reinvestment of all distributions. |
(t) | For the period November 1, 2017 through October 31, 2018. |
(w) | As of October 31, 2018, the MFS Multimarket Income Trust Blended Index was comprised of 50% Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 20% JPMorgan Emerging Markets Bond Index Global, 20% Bloomberg Barclays Global Aggregate Credit Bond Index, and 10% Bloomberg Barclays U.S. Government/Mortgage Bond Index. |
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Performance Summary continued
Benchmark Definition(s)
Bloomberg Barclays Global Aggregate Credit Bond Index a subset of the Global Aggregate Index, and contains investment grade credit securities from the U.S. Aggregate, Pan-European Aggregate, Asian-Pacific Aggregate, Eurodollar, 144A, and Euro-Yen indices. Credit securities are publicly issued corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity and quality requirements.
Bloomberg Barclays U.S. Government/Mortgage Bond Index measures debt issued by the U.S. Government, and its agencies, as well as mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).
Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index a component of the Bloomberg Barclays U.S. High-Yield Corporate Bond Index, which measures performance of non-investment grade, fixed rate debt. The index limits the maximum exposure to any one issuer to 2%.
JPMorgan Emerging Markets Bond Index Global measures the performance of U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds.
It is not possible to invest directly in an index.
Notes to Performance Summary
The funds shares may trade at a discount or premium to net asset value. When fund shares trade at a premium, buyers pay more than the net asset value underlying fund shares, and shares purchased at a premium would receive less than the amount paid for them in the event of the funds concurrent liquidation.
The funds target annual distribution rate is calculated based on an annual rate of 8.00% of the funds average monthly net asset value, not a fixed share price, and the funds dividend amount will fluctuate with changes in the funds average monthly net assets.
Net asset values and performance results based on net asset value per share do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the Statement of Assets and Liabilities or the Financial Highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
In accordance with Section 23(c) of the Investment Company Act of 1940, the fund hereby gives notice that it may from time to time repurchase shares of the fund in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine.
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Portfolio Manager | Primary Role | Since | Title and Five Year History | |||
Robert Spector | Lead Portfolio Manager |
2017 | Investment Officer of MFS; employed in the investment management area of MFS since 2011. | |||
Ward Brown | Emerging Markets Debt Instruments Portfolio Manager |
2012 | Investment Officer of MFS; employed in the investment management area of MFS since 2005. | |||
David Cole | Below Investment Grade Debt Instruments Portfolio Manager |
2006 | Investment Officer of MFS; employed in the investment management area of MFS since 2004. | |||
Pilar Gomez-Bravo | Debt Instruments Portfolio Manager |
2013 | Investment Officer of MFS; employed in the investment management area of MFS since 2013. | |||
Robert Persons | Investment Grade Debt Instruments Portfolio Manager |
2013 | Investment Officer of MFS; employed in the investment management area of MFS since 2000. | |||
Matt Ryan | Emerging Markets Debt Instruments Portfolio Manager |
2004 | Investment Officer of MFS; employed in the investment management area of MFS since 1997. | |||
Michael Skatrud | Below Investment Grade Debt Instruments Portfolio Manager |
2018 | Investment Officer of MFS; employed in the investment management area of MFS since 2013. |
Note to Shareholders: Effective March 1, 2018, Michael Skatrud became a Portfolio Manager of the Fund. Effective June 30, 2018, Richard Hawkins is no longer a Portfolio Manager of the Fund. Effective September 1, 2018, William Adams is no longer a Portfolio Manager of the Fund.
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DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
The fund offers a Dividend Reinvestment and Cash Purchase Plan (the Plan) that allows common shareholders to reinvest either all of the distributions paid by the fund or only the long-term capital gains. Generally, purchases are made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, purchases will be made at a price of either the net asset value or 95% of the market price, whichever is greater. You can also buy shares on a quarterly basis in any amount $100 and over. The Plan Agent will purchase shares under the Cash Purchase Plan on the 15th of January, April, July, and October or shortly thereafter.
If shares are registered in your own name, new shareholders will automatically participate in the Plan, unless you have indicated that you do not wish to participate. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the fund. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each participant pays a pro rata share of the transaction expenses, including commissions. Dividends and capital gains distributions are taxable whether received in cash or reinvested in additional shares the automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions.
If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan Agents website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.
If you have any questions or for further information or a copy of the Plan, contact the Plan Agent Computershare Trust Company, N.A. (the Transfer Agent for the fund) at 1-800-637-2304, at the Plan Agents website at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078.
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10/31/18
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Bonds - 121.0% |
| |||||||
Issuer | Shares/Par | Value ($) | ||||||
Aerospace - 1.0% |
| |||||||
Dae Funding LLC, 5%, 8/01/2024 (n) | $ | 1,555,000 | $ | 1,516,125 | ||||
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027 | 290,000 | 268,534 | ||||||
L3 Technologies, Inc., 3.85%, 6/15/2023 | 600,000 | 598,149 | ||||||
Lockheed Martin Corp., 3.55%, 1/15/2026 | 406,000 | 396,343 | ||||||
TransDigm, Inc., 6.5%, 7/15/2024 | 800,000 | 808,672 | ||||||
TransDigm, Inc., 6.375%, 6/15/2026 | 635,000 | 622,300 | ||||||
|
|
|||||||
$ | 4,210,123 | |||||||
Apparel Manufacturers - 0.2% |
| |||||||
Coach, Inc., 4.125%, 7/15/2027 | $ | 673,000 | $ | 629,840 | ||||
Asset-Backed & Securitized - 2.3% |
| |||||||
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.894% (LIBOR - 1mo. + 1.6%), 12/28/2040 (z) | $ | 1,293,266 | $ | 1,212,748 | ||||
Chesapeake Funding II LLC, 2016-1A, A2, FLR, 3.43% (LIBOR -1mo. + 1.15%), 3/15/2028 (n) | 477,830 | 479,143 | ||||||
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p) | 3,545,404 | 425,448 | ||||||
HarbourView CLO VII Ltd., 7RA, B, FLR, 4.145% (LIBOR - 3mo. + 1.7%), 7/18/2031 (z) | 2,500,000 | 2,499,965 | ||||||
Lehman Brothers Commercial Conduit Mortgage Trust, 0.955%, 2/18/2030 (i) | 75,360 | 1 | ||||||
Loomis, Sayles & Co., CLO, 2015-2A, A1R, FLR, 3.336% (LIBOR - 3mo. + 0.9%), 4/15/2028 (n) | 2,500,000 | 2,495,110 | ||||||
Octagon Investment Partners XVII Ltd., 2013-1A, BR2, FLR, 3.89% (LIBOR - 3mo. + 1.4%), 1/25/2031 (n) | 2,139,000 | 2,113,052 | ||||||
|
|
|||||||
$ | 9,225,467 | |||||||
Automotive - 1.8% |
| |||||||
Allison Transmission, Inc., 5%, 10/01/2024 (n) | $ | 1,715,000 | $ | 1,664,613 | ||||
Ferrari N.V., 1.5%, 3/16/2023 | EUR | 1,100,000 | 1,252,045 | |||||
General Motors Financial Co., Inc., 3.45%, 4/10/2022 | $ | 486,000 | 473,099 | |||||
General Motors Financial Co., Inc., 4.35%, 1/17/2027 | 195,000 | 181,128 | ||||||
IHO Verwaltungs GmbH, 4.75%, (4.75% cash or 5.5% PIK) 9/15/2026 (n)(p) | 970,000 | 873,000 | ||||||
Jaguar Land Rover Automotive PLC, 3.875%, 3/01/2023 | GBP | 600,000 | 705,567 | |||||
Jaguar Land Rover Automotive PLC, 4.5%, 10/01/2027 (n) | $ | 460,000 | 365,125 | |||||
Lear Corp., 5.25%, 1/15/2025 | 721,000 | 738,782 | ||||||
Volkswagen Bank GmbH, 0.75%, 6/15/2023 | EUR | 540,000 | 595,920 | |||||
ZF North America Capital, Inc., 4.75%, 4/29/2025 (n) | $ | 592,000 | 572,651 | |||||
|
|
|||||||
$ | 7,421,930 |
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Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Banks & Diversified Financials (Covered Bonds) - 0.2% |
| |||||||
BPER Banca S.p.A., 5.125% to 5/31/2022, FLR (EUR Swap Rate - 5yr. + 4.910%) to 5/31/2027 | EUR | 800,000 | $ | 858,969 | ||||
Broadcasting - 2.0% |
| |||||||
Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029 | $ | 1,280,000 | $ | 1,350,400 | ||||
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030 | 150,000 | 156,750 | ||||||
Match Group, Inc., 6.375%, 6/01/2024 | 1,060,000 | 1,101,075 | ||||||
Meredith Corp., 6.875%, 2/01/2026 (n) | 685,000 | 685,000 | ||||||
Netflix, Inc., 5.875%, 2/15/2025 | 835,000 | 848,652 | ||||||
Netflix, Inc., 4.875%, 4/15/2028 (n) | 280,000 | 256,900 | ||||||
Netflix, Inc., 5.875%, 11/15/2028 (n) | 1,065,000 | 1,046,363 | ||||||
Netflix, Inc., 4.625%, 5/15/2029 (z) | EUR | 305,000 | 346,322 | |||||
WMG Acquisition Corp., 5%, 8/01/2023 (n) | $ | 250,000 | 246,875 | |||||
WMG Acquisition Corp., 4.875%, 11/01/2024 (n) | 935,000 | 911,625 | ||||||
WMG Acquisition Corp., 5.5%, 4/15/2026 (n) | 195,000 | 190,125 | ||||||
WPP Finance, 3.75%, 9/19/2024 | 352,000 | 335,311 | ||||||
WPP Finance, 2.875%, 9/14/2046 | GBP | 350,000 | 348,722 | |||||
WPP Finance 2016 Co., 1.375%, 3/20/2025 | EUR | 350,000 | 387,413 | |||||
|
|
|||||||
$ | 8,211,533 | |||||||
Brokerage & Asset Managers - 0.3% |
| |||||||
E*TRADE Financial Corp., 2.95%, 8/24/2022 | $ | 335,000 | $ | 322,857 | ||||
Euroclear Investments S.A., 2.625% to 4/11/2028, FLR (EUR Swap Rate - 5yr. + 2.625%) to 4/11/2048 | EUR | 300,000 | 335,547 | |||||
Intercontinental Exchange, Inc., 2.75%, 12/01/2020 | $ | 274,000 | 270,869 | |||||
Intercontinental Exchange, Inc., 3.75%, 12/01/2025 | 450,000 | 444,962 | ||||||
|
|
|||||||
$ | 1,374,235 | |||||||
Building - 2.8% |
| |||||||
ABC Supply Co., Inc., 5.75%, 12/15/2023 (n) | $ | 1,120,000 | $ | 1,106,000 | ||||
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n) | 800,000 | 776,000 | ||||||
Beacon Escrow Corp., 4.875%, 11/01/2025 (n) | 975,000 | 875,062 | ||||||
CRH America Finance, Inc., 4.5%, 4/04/2048 (n) | 451,000 | 398,246 | ||||||
Elementia S.A. de C.V., 5.5%, 1/15/2025 (n) | 210,000 | 193,990 | ||||||
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n) | 210,000 | 195,038 | ||||||
James Hardie International Finance Ltd., 5%, 1/15/2028 (n) | 830,000 | 753,225 | ||||||
Martin Marietta Materials, Inc., 3.45%, 6/01/2027 | 225,000 | 205,291 | ||||||
Martin Marietta Materials, Inc., 3.5%, 12/15/2027 | 357,000 | 323,181 | ||||||
Masco Corp., 4.45%, 4/01/2025 | 170,000 | 169,314 | ||||||
Masco Corp., 4.375%, 4/01/2026 | 791,000 | 779,800 | ||||||
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n) | 935,000 | 977,075 | ||||||
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n) | 861,000 | 839,475 | ||||||
PGT Escrow Issuer, Inc., 6.75%, 8/01/2026 (n) | 380,000 | 391,400 | ||||||
PriSo Acquisition Corp., 9%, 5/15/2023 (n) | 384,000 | 393,600 |
12
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Building - continued |
| |||||||
Standard Industries, Inc., 5.375%, 11/15/2024 (n) | $ | 1,050,000 | $ | 1,008,000 | ||||
Standard Industries, Inc., 6%, 10/15/2025 (n) | 735,000 | 723,056 | ||||||
Standard Industries, Inc., 4.75%, 1/15/2028 (n) | 596,000 | 532,675 | ||||||
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023 | 995,000 | 962,662 | ||||||
|
|
|||||||
$ | 11,603,090 | |||||||
Business Services - 3.1% |
| |||||||
Alliance Data Systems Corp., 5.875%, 11/01/2021 (n) | $ | 360,000 | $ | 366,228 | ||||
Ascend Learning LLC, 6.875%, 8/01/2025 (n) | 670,000 | 666,650 | ||||||
CDK Global, Inc., 4.875%, 6/01/2027 | 1,300,000 | 1,217,125 | ||||||
Cisco Systems, Inc., 2.2%, 2/28/2021 | 530,000 | 517,333 | ||||||
Equinix, Inc., 5.375%, 4/01/2023 | 1,065,000 | 1,080,975 | ||||||
Equinix, Inc., 5.75%, 1/01/2025 | 862,000 | 878,163 | ||||||
Equinix, Inc., 5.875%, 1/15/2026 | 530,000 | 539,275 | ||||||
Equinix, Inc., 2.875%, 2/01/2026 | EUR | 600,000 | 662,600 | |||||
Fidelity National Information Services, Inc., 3.875%, 6/05/2024 | $ | 180,000 | 178,347 | |||||
Fidelity National Information Services, Inc., 5%, 10/15/2025 | 58,000 | 60,480 | ||||||
Fidelity National Information Services, Inc., 3%, 8/15/2026 | 1,004,000 | 912,785 | ||||||
Financial & Risk U.S. Holdings, Inc., 8.25%, 11/15/2026 (n) | 975,000 | 948,187 | ||||||
First Data Corp., 5%, 1/15/2024 (n) | 1,760,000 | 1,738,000 | ||||||
MSCI, Inc., 4.75%, 8/01/2026 (n) | 920,000 | 887,800 | ||||||
Travelport Worldwide Ltd., 6%, 3/15/2026 (n) | 930,000 | 932,325 | ||||||
Vantiv LLC/Vantiv Issuer Corp, 4.375%, 11/15/2025 (n) | 845,000 | 797,469 | ||||||
Verscend Escrow Corp., 9.75%, 8/15/2026 (z) | 400,000 | 401,000 | ||||||
|
|
|||||||
$ | 12,784,742 | |||||||
Cable TV - 5.2% |
| |||||||
Altice Financing S.A., 6.625%, 2/15/2023 (n) | $ | 525,000 | $ | 519,645 | ||||
Altice Financing S.A., 7.5%, 5/15/2026 (n) | 200,000 | 188,000 | ||||||
Altice U.S. Finance I Corp., 5.5%, 5/15/2026 (z) | 665,000 | 647,750 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024 | 1,545,000 | 1,560,450 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n) | 805,000 | 787,894 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n) | 1,705,000 | 1,687,950 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n) | 840,000 | 825,300 | ||||||
Cequel Communications Holdings I LLC, 7.5%, 4/01/2028 (z) | 450,000 | 466,412 | ||||||
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035 | 347,000 | 358,355 | ||||||
CSC Holdings LLC, 5.5%, 4/15/2027 (n) | 1,795,000 | 1,723,200 | ||||||
DISH DBS Corp., 5%, 3/15/2023 | 675,000 | 590,625 |
13
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Cable TV - continued |
| |||||||
DISH DBS Corp., 5.875%, 11/15/2024 | $ | 755,000 | $ | 641,750 | ||||
Intelsat Connect Finance, 9.5%, 2/15/2023 (n) | 310,000 | 297,600 | ||||||
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023 | 930,000 | 832,350 | ||||||
Shaw Communications, Inc., 5.65%, 10/01/2019 | CAD | 417,000 | 324,819 | |||||
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n) | $ | 540,000 | 525,150 | |||||
Sirius XM Radio, Inc., 6%, 7/15/2024 (n) | 1,215,000 | 1,242,095 | ||||||
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n) | 650,000 | 643,906 | ||||||
Sirius XM Radio, Inc., 5.375%, 7/15/2026 (n) | 388,000 | 379,270 | ||||||
Sky PLC, 2.5%, 9/15/2026 | EUR | 600,000 | 729,279 | |||||
Telenet Finance Luxembourg S.A., 5.5%, 3/01/2028 (n) | $ | 1,000,000 | 927,500 | |||||
Time Warner Cable, Inc., 4.5%, 9/15/2042 | 210,000 | 168,794 | ||||||
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n) | 1,230,000 | 1,263,825 | ||||||
Videotron Ltd., 5.375%, 6/15/2024 (n) | 215,000 | 214,731 | ||||||
Videotron Ltd., 5.125%, 4/15/2027 (n) | 1,615,000 | 1,530,212 | ||||||
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n) | 930,000 | 862,575 | ||||||
VTR Finance B.V., 6.875%, 1/15/2024 (n) | 200,000 | 202,500 | ||||||
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n) | 1,105,000 | 1,011,075 | ||||||
|
|
|||||||
$ | 21,153,012 | |||||||
Chemicals - 2.2% |
| |||||||
Air Liquide Finance Co., 2.25%, 9/27/2023 (n) | $ | 493,000 | $ | 459,761 | ||||
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n) | 1,290,000 | 1,217,438 | ||||||
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n) | 655,000 | 667,281 | ||||||
International Flavors & Fragrances, Inc., 0.5%, 9/25/2021 | EUR | 275,000 | 312,969 | |||||
OCI N.V., 6.625%, 4/15/2023 (n) | $ | 1,215,000 | 1,245,375 | |||||
PolyOne Corp., 5.25%, 3/15/2023 | 815,000 | 815,000 | ||||||
Sasol Chemicals (USA) LLC, 5.875%, 3/27/2024 | 472,000 | 475,484 | ||||||
Sasol Financing International PLC, 4.5%, 11/14/2022 | 1,000,000 | 971,290 | ||||||
Sasol Financing USA LLC, 6.5%, 9/27/2028 | 1,223,000 | 1,237,777 | ||||||
SPCM S.A., 4.875%, 9/15/2025 (n) | 1,100,000 | 1,017,500 | ||||||
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 6.5%, 10/01/2026 (n) | EUR | 625,000 | 691,837 | |||||
|
|
|||||||
$ | 9,111,712 | |||||||
Computer Software - 0.8% |
| |||||||
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n) | $ | 840,000 | $ | 851,568 | ||||
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n) | 600,000 | 621,749 | ||||||
Microsoft Corp., 4.1%, 2/06/2037 | 922,000 | 923,850 | ||||||
Ubisoft Entertainment S.A., 1.289%, 1/30/2023 | EUR | 500,000 | 565,941 | |||||
VeriSign, Inc., 4.75%, 7/15/2027 | $ | 405,000 | 381,328 | |||||
|
|
|||||||
$ | 3,344,436 |
14
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Computer Software - Systems - 1.3% |
| |||||||
Apple, Inc., 3.05%, 7/31/2029 | GBP | 450,000 | $ | 622,613 | ||||
Apple, Inc., 4.5%, 2/23/2036 | $ | 1,100,000 | 1,143,895 | |||||
Apple, Inc., 4.25%, 2/09/2047 | 135,000 | 131,177 | ||||||
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024 | 160,000 | 161,600 | ||||||
CDW LLC/CDW Finance Corp., 5%, 9/01/2025 | 270,000 | 263,250 | ||||||
Fair Isaac Corp., 5.25%, 5/15/2026 (n) | 965,000 | 951,731 | ||||||
JDA Software Group, Inc., 7.375%, 10/15/2024 (n) | 655,000 | 671,375 | ||||||
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n) | 1,415,000 | 1,415,000 | ||||||
|
|
|||||||
$ | 5,360,641 | |||||||
Conglomerates - 2.6% |
| |||||||
Amsted Industries Co., 5%, 3/15/2022 (n) | $ | 1,510,000 | $ | 1,481,687 | ||||
BWX Technologies, Inc., 5.375%, 7/15/2026 (n) | 995,000 | 997,488 | ||||||
Colfax Corp., 3.25%, 5/15/2025 | EUR | 400,000 | 453,128 | |||||
EnerSys, 5%, 4/30/2023 (n) | $ | 1,540,000 | 1,520,750 | |||||
Entegris, Inc., 4.625%, 2/10/2026 (n) | 1,475,000 | 1,370,364 | ||||||
Gates Global LLC, 6%, 7/15/2022 (n) | 457,000 | 454,715 | ||||||
Roper Technologies, Inc., 4.2%, 9/15/2028 | 343,000 | 336,648 | ||||||
Smiths Group PLC, 2%, 2/23/2027 | EUR | 400,000 | 448,901 | |||||
Stevens Holding Co., Inc., 6.125%, 10/01/2026 (n) | $ | 820,000 | 817,023 | |||||
Thyssenkrupp AG, 1.375%, 3/03/2022 | EUR | 650,000 | 730,283 | |||||
TriMas Corp., 4.875%, 10/15/2025 (n) | $ | 1,180,000 | 1,115,489 | |||||
United Technologies Corp., 4.625%, 11/16/2048 | 458,000 | 440,591 | ||||||
Wabtec Corp., 4.7%, 9/15/2028 | 364,000 | 351,893 | ||||||
|
|
|||||||
$ | 10,518,960 | |||||||
Construction - 0.7% |
| |||||||
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d) | $ | 590,000 | $ | 88,500 | ||||
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (a)(d)(n) | 914,000 | 127,640 | ||||||
Mattamy Group Corp., 6.5%, 10/01/2025 (n) | 1,285,000 | 1,207,900 | ||||||
Toll Brothers Finance Corp., 4.875%, 11/15/2025 | 345,000 | 326,025 | ||||||
Toll Brothers Finance Corp., 4.35%, 2/15/2028 | 1,015,000 | 895,738 | ||||||
|
|
|||||||
$ | 2,645,803 | |||||||
Consumer Products - 1.5% |
| |||||||
Coty, Inc., 4%, 4/15/2023 (z) | EUR | 300,000 | $ | 331,300 | ||||
Coty, Inc., 6.5%, 4/15/2026 (n) | $ | 1,385,000 | 1,291,512 | |||||
Energizer Gamma Acquisition, Inc., 6.375%, 7/15/2026 (n) | 720,000 | 720,000 | ||||||
JAB Holdings B.V., 2%, 5/18/2028 | EUR | 600,000 | 671,261 | |||||
JAB Holdings B.V., 2.5%, 6/25/2029 | 500,000 | 574,676 | ||||||
Prestige Brands, Inc., 6.375%, 3/01/2024 (n) | $ | 685,000 | 676,438 | |||||
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n) | 500,000 | 497,193 | ||||||
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n) | 396,000 | 361,703 | ||||||
Spectrum Brands, Inc., 6.125%, 12/15/2024 | 165,000 | 164,175 |
15
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Consumer Products - continued |
| |||||||
Spectrum Brands, Inc., 5.75%, 7/15/2025 | $ | 995,000 | $ | 967,638 | ||||
|
|
|||||||
$ | 6,255,896 | |||||||
Consumer Services - 1.9% |
| |||||||
Cimpress N.V., 7%, 6/15/2026 (z) | $ | 665,000 | $ | 664,169 | ||||
Frontdoor, Inc., 6.75%, 8/15/2026 (n) | 605,000 | 617,100 | ||||||
G4S International Finance PLC, 1.5%, 1/09/2023 | EUR | 550,000 | 630,334 | |||||
IHS Markit Ltd., 4%, 3/01/2026 (n) | $ | 165,000 | 155,290 | |||||
ManpowerGroup, 1.75%, 6/22/2026 | EUR | 450,000 | 512,204 | |||||
Matthews International Corp., 5.25%, 12/01/2025 (n) | $ | 1,005,000 | 942,188 | |||||
NVA Holdings, Inc., 6.875%, 4/01/2026 (n) | 635,000 | 627,063 | ||||||
Priceline Group, Inc., 1.8%, 3/03/2027 | EUR | 550,000 | 629,083 | |||||
Priceline Group, Inc., 3.55%, 3/15/2028 | $ | 238,000 | 222,594 | |||||
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n) | 1,015,000 | 976,937 | ||||||
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2027 (n) | 1,052,000 | 648,211 | ||||||
Visa, Inc., 2.8%, 12/14/2022 | 542,000 | 528,140 | ||||||
Visa, Inc., 4.15%, 12/14/2035 | 465,000 | 464,497 | ||||||
Visa, Inc., 3.65%, 9/15/2047 | 273,000 | 244,467 | ||||||
|
|
|||||||
$ | 7,862,277 | |||||||
Containers - 3.1% |
| |||||||
ARD Finance S.A., 7.125%, 9/15/2023 | $ | 670,000 | $ | 649,481 | ||||
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023 (p)(z) | 245,000 | 229,722 | ||||||
Ball Corp., 5.25%, 7/01/2025 | 330,000 | 333,300 | ||||||
Berry Global Group, Inc., 5.5%, 5/15/2022 | 1,155,000 | 1,155,000 | ||||||
Berry Global Group, Inc., 6%, 10/15/2022 | 680,000 | 694,450 | ||||||
Crown American LLC, 4.5%, 1/15/2023 | 1,147,000 | 1,124,060 | ||||||
Crown Americas LLC/Crown Americas Capital Corp., 4.75%, 2/01/2026 (n) | 420,000 | 396,375 | ||||||
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026 | 590,000 | 535,425 | ||||||
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n) | 810,000 | 757,350 | ||||||
Multi-Color Corp., 6.125%, 12/01/2022 (n) | 1,426,000 | 1,442,042 | ||||||
Reynolds Group, 5.75%, 10/15/2020 | 581,465 | 581,465 | ||||||
Reynolds Group, 5.125%, 7/15/2023 (n) | 725,000 | 708,687 | ||||||
San Miguel Industrias PET S.A., 4.5%, 9/18/2022 | 839,000 | 801,245 | ||||||
Sealed Air Corp., 4.875%, 12/01/2022 (n) | 1,110,000 | 1,098,900 | ||||||
Sealed Air Corp., 5.125%, 12/01/2024 (n) | 370,000 | 359,825 | ||||||
Sealed Air Corp., 5.5%, 9/15/2025 (n) | 195,000 | 192,563 | ||||||
Silgan Holdings, Inc., 4.75%, 3/15/2025 | 890,000 | 844,387 | ||||||
W/S Packaging Group, Inc., 9%, 4/15/2023 (n) | 650,000 | 663,000 | ||||||
|
|
|||||||
$ | 12,567,277 |
16
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Electrical Equipment - 0.4% |
| |||||||
CommScope Technologies LLC, 5%, 3/15/2027 (n) | $ | 1,940,000 | $ | 1,731,780 | ||||
Electronics - 1.0% |
| |||||||
ASML Holding N.V., 1.375%, 7/07/2026 | EUR | 800,000 | $ | 916,565 | ||||
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027 | $ | 767,000 | 704,290 | |||||
Qorvo, Inc., 5.5%, 7/15/2026 (n) | 835,000 | 837,087 | ||||||
Sensata Technologies B.V., 5.625%, 11/01/2024 (n) | 645,000 | 641,775 | ||||||
Sensata Technologies B.V., 5%, 10/01/2025 (n) | 890,000 | 858,850 | ||||||
|
|
|||||||
$ | 3,958,567 | |||||||
Emerging Market Quasi-Sovereign - 7.7% |
| |||||||
Abu Dhabi Crude Oil, 3.65%, 11/02/2029 | $ | 1,100,000 | $ | 1,016,224 | ||||
Autoridad del Canal de Panama, 4.95%, 7/29/2035 (n) | 201,000 | 205,022 | ||||||
Banco de Reservas de la Republica Dominicana, 7%, 2/01/2023 (n) | 946,000 | 956,652 | ||||||
CNPC (HK) Overseas Capital Ltd., 4.5%, 4/28/2021 (n) | 1,242,000 | 1,264,901 | ||||||
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 (n) | 423,000 | 389,583 | ||||||
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 | 1,306,000 | 1,202,826 | ||||||
EQUATE Petrochemical B.V., 4.25%, 11/03/2026 | 1,034,000 | 1,001,181 | ||||||
Eskom Holdings SOC Ltd., 6.35%, 8/10/2028 (n) | 1,052,000 | 1,013,655 | ||||||
Export-Import Bank of India, 3.375%, 8/05/2026 | 1,366,000 | 1,236,074 | ||||||
Gaz Capital S.A., 4.95%, 2/06/2028 (n) | 492,000 | 468,630 | ||||||
KazMunayGas National Co., 5.375%, 4/24/2030 (n) | 1,002,000 | 994,485 | ||||||
KazMunayGas National Co., 6.375%, 10/24/2048 (n) | 984,000 | 998,360 | ||||||
KazTransGas JSC, 4.375%, 9/26/2027 | 2,231,000 | 2,104,422 | ||||||
Lima Metro Line 2 Finance Ltd., 5.875%, 7/05/2034 | 1,010,000 | 1,017,575 | ||||||
NTPC Ltd., 4.25%, 2/26/2026 | 1,313,000 | 1,242,158 | ||||||
Office Cherifien des Phosphates, 4.5%, 10/22/2025 (n) | 371,000 | 350,595 | ||||||
Office Cherifien des Phosphates, 6.875%, 4/25/2044 (n) | 373,000 | 389,225 | ||||||
Petrobras Global Finance B.V., 5.299%, 1/27/2025 | 1,298,000 | 1,237,967 | ||||||
Petrobras Global Finance B.V., 5.999%, 1/27/2028 | 1,330,000 | 1,262,170 | ||||||
Petrobras Global Finance B.V., 5.75%, 2/01/2029 | 1,322,000 | 1,220,008 | ||||||
Petroleos del Peru S.A., 4.75%, 6/19/2032 | 1,067,000 | 988,575 | ||||||
Petroleos Mexicanos, 5.35%, 2/12/2028 | 1,000,000 | 890,900 | ||||||
PT Pertamina Persero, 5.25%, 5/23/2021 (n) | 511,000 | 523,662 | ||||||
PT Pertamina Persero, 6.5%, 11/07/2048 (z) | 1,200,000 | 1,176,732 | ||||||
PT Perusahaan Listrik Negara, 2.875%, 10/25/2025 (z) | EUR | 500,000 | 560,662 | |||||
PT Perusahaan Listrik Negara, 5.375%, 1/25/2029 (z) | $ | 1,228,000 | 1,200,808 | |||||
Rural Electrification Corp. Ltd., 5.25%, 11/13/2023 (z) | 1,043,000 | 1,037,128 | ||||||
Sinopec Capital (2013) Ltd., 3.125%, 4/24/2023 (n) | 666,000 | 637,175 | ||||||
Southern Gas Corridor CJSC, 6.875%, 3/24/2026 | 1,367,000 | 1,466,351 | ||||||
State Grid Overseas Investment (2014) Ltd., 4.125%, 5/07/2024 (n) | 2,263,000 | 2,273,912 |
17
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Emerging Market Quasi-Sovereign - continued |
| |||||||
State Oil Company of the Azerbaijan Republic, 6.95%, 3/18/2030 | $ | 1,152,000 | $ | 1,221,654 | ||||
|
|
|||||||
$ | 31,549,272 | |||||||
Emerging Market Sovereign - 7.9% |
| |||||||
Arab Republic of Egypt, 7.903%, 2/21/2048 | $ | 1,120,000 | $ | 1,001,652 | ||||
Dominican Republic, 6.6%, 1/28/2024 (n) | 188,000 | 195,990 | ||||||
Dominican Republic, 5.875%, 4/18/2024 (n) | 206,000 | 208,822 | ||||||
Dominican Republic, 5.5%, 1/27/2025 (n) | 211,000 | 208,152 | ||||||
Dominican Republic, 6.85%, 1/27/2045 | 1,023,000 | 1,007,655 | ||||||
Government of Mongolia, 8.75%, 3/09/2024 | 941,000 | 1,011,144 | ||||||
Government of Ukraine, 7.75%, 9/01/2023 | 1,061,000 | 1,009,221 | ||||||
Government of Ukraine, 7.75%, 9/01/2024 | 1,289,000 | 1,208,438 | ||||||
Government of Ukraine, 9.75%, 11/01/2028 (z) | 1,227,000 | 1,211,417 | ||||||
Islamic Republic of Pakistan, 6.875%, 12/05/2027 | 1,092,000 | 1,008,139 | ||||||
Oriental Republic of Uruguay, 4.375%, 10/27/2027 | 377,731 | 373,009 | ||||||
Republic of Angola, 8.25%, 5/09/2028 | 991,000 | 989,999 | ||||||
Republic of Argentina, 6.875%, 4/22/2021 | 1,489,000 | 1,424,228 | ||||||
Republic of Argentina, 4.625%, 1/11/2023 | 1,232,000 | 1,041,040 | ||||||
Republic of Argentina, 7.5%, 4/22/2026 | 1,184,000 | 1,033,040 | ||||||
Republic of Argentina, 6.875%, 1/26/2027 | 1,469,000 | 1,222,943 | ||||||
Republic of Colombia, 4.5%, 3/15/2029 | 1,216,000 | 1,198,988 | ||||||
Republic of Colombia, 6.125%, 1/18/2041 | 435,000 | 470,239 | ||||||
Republic of Colombia, 5%, 6/15/2045 | 1,050,000 | 993,836 | ||||||
Republic of Côte dIvoire, 5.25%, 3/22/2030 | EUR | 750,000 | 776,823 | |||||
Republic of Hungary, 7.625%, 3/29/2041 | $ | 488,000 | 662,460 | |||||
Republic of Indonesia, 2.875%, 7/08/2021 (n) | EUR | 375,000 | 446,491 | |||||
Republic of Indonesia, 4.125%, 1/15/2025 | $ | 1,422,000 | 1,365,426 | |||||
Republic of Indonesia, 4.125%, 1/15/2025 (n) | 339,000 | 325,513 | ||||||
Republic of Panama, 9.375%, 4/01/2029 | 423,000 | 585,855 | ||||||
Republic of South Africa, 4.875%, 4/14/2026 | 864,000 | 799,200 | ||||||
Republic of South Africa, 5.875%, 6/22/2030 | 1,037,000 | 976,076 | ||||||
Republic of Sri Lanka, 6.125%, 6/03/2025 | 668,000 | 586,083 | ||||||
Republic of Turkey, 6.25%, 9/26/2022 | 1,292,000 | 1,251,591 | ||||||
Republic of Turkey, 7.25%, 12/23/2023 | 1,244,000 | 1,234,794 | ||||||
Republic of Turkey, 6.125%, 10/24/2028 | 1,380,000 | 1,229,533 | ||||||
Russian Federation, 4.75%, 5/27/2026 | 1,000,000 | 986,500 | ||||||
Russian Federation, 5.625%, 4/04/2042 (n) | 600,000 | 609,630 | ||||||
United Mexican States, 3.75%, 1/11/2028 | 1,450,000 | 1,335,464 | ||||||
United Mexican States, 8.5%, 5/31/2029 | MXN | 29,290,000 | 1,402,624 | |||||
United Mexican States, 4.6%, 2/10/2048 | $ | 817,000 | 708,764 | |||||
|
|
|||||||
$ | 32,100,779 |
18
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Energy - Independent - 3.9% |
| |||||||
Afren PLC, 11.5%, 2/01/2016 (a)(d)(z) | $ | 326,905 | $ | 817 | ||||
Afren PLC, 10.25%, 4/08/2019 (a)(d)(z) | 213,708 | 267 | ||||||
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024 | 1,245,000 | 1,111,163 | ||||||
Callon Petroleum Co., 6.375%, 7/01/2026 | 930,000 | 923,025 | ||||||
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n) | 1,290,000 | 1,227,112 | ||||||
Diamondback Energy, Inc., 5.375%, 5/31/2025 | 2,230,000 | 2,218,850 | ||||||
Gulfport Energy Corp., 6%, 10/15/2024 | 720,000 | 673,200 | ||||||
Gulfport Energy Corp., 6.375%, 5/15/2025 | 415,000 | 394,250 | ||||||
Hunt Oil Co. of Peru LLC, 6.375%, 6/01/2028 | 998,000 | 1,012,471 | ||||||
Indigo Natural Resources LLC, 6.875%, 2/15/2026 (n) | 870,000 | 822,150 | ||||||
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas Finance Corp., 6%, 8/01/2026 (n) | 895,000 | 883,813 | ||||||
Oasis Petroleum, Inc., 6.25%, 5/01/2026 (n) | 845,000 | 830,213 | ||||||
Parsley Energy LLC/Parsley Finance Corp., 5.25%, 8/15/2025 (n) | 225,000 | 217,406 | ||||||
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n) | 1,365,000 | 1,345,576 | ||||||
PDC Energy, Inc., 6.125%, 9/15/2024 | 178,000 | 169,990 | ||||||
QEP Resources, Inc., 5.25%, 5/01/2023 | 1,230,000 | 1,177,725 | ||||||
Sanchez Energy Corp., 6.125%, 1/15/2023 | 710,000 | 262,700 | ||||||
SM Energy Co., 6.75%, 9/15/2026 | 1,265,000 | 1,268,162 | ||||||
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n) | 422,000 | 392,878 | ||||||
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 | 1,025,000 | 954,265 | ||||||
|
|
|||||||
$ | 15,886,033 | |||||||
Energy - Integrated - 0.1% |
| |||||||
Eni S.p.A., 4%, 9/12/2023 (n) | $ | 329,000 | $ | 321,999 | ||||
Entertainment - 1.2% |
| |||||||
Cinemark USA, Inc., 5.125%, 12/15/2022 | $ | 1,045,000 | $ | 1,047,612 | ||||
Cinemark USA, Inc., 4.875%, 6/01/2023 | 1,130,000 | 1,103,162 | ||||||
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n) | 985,000 | 982,538 | ||||||
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n) | 1,970,000 | 1,861,650 | ||||||
|
|
|||||||
$ | 4,994,962 | |||||||
Financial Institutions - 1.2% |
| |||||||
AerCap Ireland Capital Ltd., 4.625%, 10/30/2020 | $ | 150,000 | $ | 152,287 | ||||
AerCap Ireland Capital Ltd., 3.65%, 7/21/2027 | 650,000 | 583,202 | ||||||
Avolon Holdings Funding Ltd., 5.125%, 10/01/2023 | 975,000 | 956,719 | ||||||
EXOR N.V., 1.75%, 1/18/2028 | EUR | 450,000 | 482,043 | |||||
Navient Corp., 7.25%, 1/25/2022 | $ | 570,000 | 592,800 | |||||
Navient Corp., 7.25%, 9/25/2023 | 650,000 | 672,750 |
19
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Financial Institutions - continued |
| |||||||
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n) | $ | 1,620,000 | $ | 1,604,205 | ||||
|
|
|||||||
$ | 5,044,006 | |||||||
Food & Beverages - 3.0% |
| |||||||
Anheuser-Busch InBev N.V., 1.5%, 4/18/2030 | EUR | 325,000 | $ | 350,302 | ||||
Anheuser-Busch InBev Worldwide, Inc., 3.75%, 1/15/2022 | $ | 221,000 | 221,210 | |||||
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023 | 1,729,000 | 1,685,844 | ||||||
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038 | 209,000 | 189,977 | ||||||
Aramark Services, Inc., 4.75%, 6/01/2026 | 955,000 | 909,637 | ||||||
Aramark Services, Inc., 5%, 2/01/2028 (n) | 655,000 | 621,431 | ||||||
Coca-Cola Enterprises, Inc., 1.875%, 3/18/2030 | EUR | 325,000 | 373,402 | |||||
Constellation Brands, Inc., 4.25%, 5/01/2023 | $ | 894,000 | 902,324 | |||||
Constellation Brands, Inc., 4.75%, 12/01/2025 | 313,000 | 318,919 | ||||||
Cott Holdings, Inc., 5.5%, 4/01/2025 (n) | 1,390,000 | 1,323,975 | ||||||
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n) | 245,000 | 236,119 | ||||||
JBS USA Lux S.A./JBS USA Finance, Inc., 5.875%, 7/15/2024 (n) | 1,380,000 | 1,354,470 | ||||||
Kraft Heinz Foods Co., 5.2%, 7/15/2045 | 60,000 | 56,345 | ||||||
Kraft Heinz Foods Co., 4.375%, 6/01/2046 | 256,000 | 212,993 | ||||||
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n) | 750,000 | 734,603 | ||||||
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n) | 445,000 | 429,425 | ||||||
Pilgrims Pride Corp., 5.875%, 9/30/2027 (n) | 1,080,000 | 977,400 | ||||||
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n) | 995,000 | 985,050 | ||||||
Wm. Wrigley Jr. Co., 2.9%, 10/21/2019 (n) | 239,000 | 238,417 | ||||||
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n) | 124,000 | 123,988 | ||||||
|
|
|||||||
$ | 12,245,831 | |||||||
Gaming & Lodging - 2.6% |
| |||||||
CCM Merger, Inc., 6%, 3/15/2022 (n) | $ | 760,000 | $ | 773,300 | ||||
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023 | 530,000 | 543,738 | ||||||
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/01/2025 | 760,000 | 763,808 | ||||||
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026 | 160,000 | 159,000 | ||||||
GLP Capital LP/GLP Financing II, Inc., 5.75%, 6/01/2028 | 640,000 | 646,800 | ||||||
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026 (n) | 800,000 | 782,000 | ||||||
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025 | 1,160,000 | 1,125,200 | ||||||
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023 (z) | 825,000 | 827,063 | ||||||
MGM Resorts International, 6.625%, 12/15/2021 | 465,000 | 486,943 | ||||||
MGM Resorts International, 6%, 3/15/2023 | 480,000 | 487,200 | ||||||
MGM Resorts International, 5.75%, 6/15/2025 | 860,000 | 836,350 | ||||||
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021 | 1,030,000 | 1,028,712 | ||||||
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023 | 450,000 | 445,500 | ||||||
Sands China Ltd., 5.4%, 8/08/2028 | 1,047,000 | 1,000,551 | ||||||
Wyndham Hotels Group, LLC, 5.375%, 4/15/2026 (n) | 855,000 | 829,350 | ||||||
|
|
|||||||
$ | 10,735,515 |
20
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Healthcare Revenue - Hospitals - 0.1% |
| |||||||
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), C, 5.45%, 8/15/2028 | $ | 209,000 | $ | 215,953 | ||||
Industrial - 0.8% |
| |||||||
Cleaver Brooks, Inc., 7.875%, 3/01/2023 (n) | $ | 820,000 | $ | 824,100 | ||||
Investor AB, 1.5%, 9/12/2030 | EUR | 400,000 | 453,778 | |||||
Kaefer Isoliertechnik GmbH & Co, 5.5%, 1/10/2024 (n) | 550,000 | 635,834 | ||||||
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n) | $ | 1,250,000 | 1,175,000 | |||||
|
|
|||||||
$ | 3,088,712 | |||||||
Insurance - 0.6% |
| |||||||
American International Group, Inc., 1.875%, 6/21/2027 | EUR | 400,000 | $ | 448,796 | ||||
Argentum Zurich Insurance, 3.5%, 10/01/2046 | 500,000 | 593,640 | ||||||
AssuredPartners Inc., 7%, 8/15/2025 (n) | $ | 950,000 | 934,563 | |||||
Unum Group, 4%, 3/15/2024 | 259,000 | 255,229 | ||||||
|
|
|||||||
$ | 2,232,228 | |||||||
Insurance - Health - 1.0% |
| |||||||
Aetna, Inc., 2.8%, 6/15/2023 | $ | 460,000 | $ | 438,754 | ||||
Centene Corp., 6.125%, 2/15/2024 | 540,000 | 564,300 | ||||||
Centene Corp., 5.375%, 6/01/2026 (n) | 1,439,000 | 1,460,585 | ||||||
Halfmoon Parent, Inc., 4.125%, 11/15/2025 (n) | 522,000 | 515,942 | ||||||
UnitedHealth Group, Inc., 4.625%, 7/15/2035 | 1,009,000 | 1,037,766 | ||||||
|
|
|||||||
$ | 4,017,347 | |||||||
Insurance - Property & Casualty - 1.5% |
| |||||||
Berkshire Hathaway, Inc., 2.75%, 3/15/2023 | $ | 359,000 | $ | 348,454 | ||||
Chubb INA Holdings, Inc., 2.3%, 11/03/2020 | 144,000 | 141,223 | ||||||
Chubb INA Holdings, Inc., 2.875%, 11/03/2022 | 336,000 | 328,124 | ||||||
Chubb INA Holdings, Inc., 1.55%, 3/15/2028 | EUR | 100,000 | 112,678 | |||||
Chubb INA Holdings, Inc., 2.5%, 3/15/2038 | 227,000 | 255,499 | ||||||
CNA Financial Corp., 5.875%, 8/15/2020 | $ | 700,000 | 728,825 | |||||
Hiscox Ltd., 6.125%, 11/24/2045 | GBP | 350,000 | 467,327 | |||||
Hub International Ltd., 7%, 5/01/2026 (n) | $ | 865,000 | 844,240 | |||||
Liberty Mutual Group, Inc., 4.25%, 6/15/2023 | 567,000 | 568,824 | ||||||
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024 | 315,000 | 307,827 | ||||||
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047 | 197,000 | 183,192 | ||||||
QBE Capital Funding III Ltd., 7.5%, 5/24/2041 | GBP | 300,000 | 410,737 | |||||
Wand Merger Corp., 8.125%, 7/15/2023 (n) | $ | 840,000 | 854,700 | |||||
XLIT Ltd., 3.25% to 6/29/2027, FLR (EURIBOR - 3mo. + 2.9%) to 6/29/2047 | EUR | 500,000 | 556,839 | |||||
|
|
|||||||
$ | 6,108,489 |
21
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
International Market Quasi-Sovereign - 0.2% |
| |||||||
Bank of Iceland, 1.75%, 9/07/2020 | EUR | 500,000 | $ | 579,263 | ||||
Landsbanki Islands HF, 1.125% to 1/19/2023, FLR (EUR Swap | ||||||||
Rate - 1yr. + 0.75%) to 1/19/2024 | 350,000 | 388,829 | ||||||
|
|
|||||||
$ | 968,092 | |||||||
International Market Sovereign - 0.0% |
| |||||||
Government of Japan, 2.4%, 3/20/2037 | JPY | 12,200,000 | $ | 142,278 | ||||
Local Authorities - 0.2% |
| |||||||
Province of Alberta, 4.5%, 12/01/2040 | CAD | 410,000 | $ | 365,990 | ||||
Province of British Columbia, 2.3%, 6/18/2026 | 595,000 | 431,083 | ||||||
|
|
|||||||
$ | 797,073 | |||||||
Machinery & Tools - 0.3% |
| |||||||
Ashtead Capital, Inc., 5.625%, 10/01/2024 (n) | $ | 1,125,000 | $ | 1,153,125 | ||||
Major Banks - 5.1% |
| |||||||
Bank of America Corp., 2.625%, 4/19/2021 | $ | 1,661,000 | $ | 1,629,544 | ||||
Bank of America Corp., 3.248%, 10/21/2027 | 1,532,000 | 1,407,071 | ||||||
Bank of New York Mellon Corp., 2.95%, 1/29/2023 | 661,000 | 642,757 | ||||||
Bank of New York Mellon Corp., 3.442% to 2/07/2027, FLR (LIBOR - 3mo. + 1.069%) to 2/07/2028 | 647,000 | 621,119 | ||||||
Bankia S.A., 6%, 7/18/2065 | EUR | 600,000 | 671,882 | |||||
Barclays Bank PLC, 6%, 1/14/2021 | 500,000 | 625,063 | ||||||
Credit Agricole S.A., 7.375%, 12/18/2023 | GBP | 200,000 | 315,472 | |||||
Credit Suisse Group AG, 1.25% to 7/17/2024, FLR (EUR Swap Rate - 1yr. + 0.75%) to 7/17/2025 | EUR | 500,000 | 557,812 | |||||
Goldman Sachs Group, Inc., 2.625%, 4/25/2021 | $ | 1,275,000 | 1,246,784 | |||||
Goldman Sachs Group, Inc., 3%, 4/26/2022 | 1,250,000 | 1,216,710 | ||||||
HSBC Holdings PLC, 4.375%, 11/23/2026 | 399,000 | 386,912 | ||||||
JPMorgan Chase & Co., 3.25%, 9/23/2022 | 1,918,000 | 1,891,629 | ||||||
JPMorgan Chase & Co., 2.95%, 10/01/2026 | 1,137,000 | 1,041,880 | ||||||
JPMorgan Chase & Co., 4.26% to 2/22/2047, FLR (LIBOR - 3mo. + 1.58%) to 2/22/2048 | 600,000 | 552,499 | ||||||
Morgan Stanley, 2.5%, 4/21/2021 | 1,250,000 | 1,217,885 | ||||||
Morgan Stanley, 3.125%, 7/27/2026 | 572,000 | 523,841 | ||||||
Morgan Stanley, 2.625%, 3/09/2027 | GBP | 250,000 | 315,181 | |||||
Morgan Stanley, 3.95%, 4/23/2027 | $ | 988,000 | 933,425 | |||||
PNC Bank N.A., 2.6%, 7/21/2020 | 1,067,000 | 1,054,182 | ||||||
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028 | 1,027,000 | 975,099 | ||||||
UBS Group AG, 6.875% to 8/07/2025, FLR (Swap Rate - 5yr. + 4.59%) to 12/29/2049 | 990,000 | 977,625 | ||||||
UBS Group Funding (Jersey) Ltd., 1.5%, 11/30/2024 | EUR | 500,000 | 573,060 |
22
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Major Banks - continued |
| |||||||
UBS Group Funding (Switzerland) AG, 2.859% to 8/15/2022, FLR (LIBOR - 3mo. + 0.954%) to 8/15/2023 (n) | $ | 1,250,000 | $ | 1,197,533 | ||||
|
|
|||||||
$ | 20,574,965 | |||||||
Medical & Health Technology & Services - 4.4% |
| |||||||
Avantor, Inc., 9%, 10/01/2025 (n) | $ | 670,000 | $ | 675,615 | ||||
Becton, Dickinson and Co., 1.401%, 5/24/2023 | EUR | 700,000 | 800,534 | |||||
Becton, Dickinson and Co., 3.734%, 12/15/2024 | $ | 66,000 | 63,978 | |||||
Becton, Dickinson and Co., 4.685%, 12/15/2044 | 270,000 | 252,220 | ||||||
DaVita, Inc., 5.052%, 5/01/2025 | 590,000 | 557,550 | ||||||
Encompass Health Corp., 5.75%, 9/15/2025 | 370,000 | 366,300 | ||||||
HCA, Inc., 7.5%, 2/15/2022 | 835,000 | 905,975 | ||||||
HCA, Inc., 5%, 3/15/2024 | 785,000 | 794,322 | ||||||
HCA, Inc., 5.375%, 2/01/2025 | 1,820,000 | 1,831,375 | ||||||
HCA, Inc., 5.875%, 2/15/2026 | 805,000 | 823,113 | ||||||
HCA, Inc., 5.25%, 6/15/2026 | 471,000 | 479,243 | ||||||
HealthSouth Corp., 5.125%, 3/15/2023 | 1,120,000 | 1,120,000 | ||||||
HealthSouth Corp., 5.75%, 11/01/2024 | 25,000 | 24,938 | ||||||
Heartland Dental, LLC, 8.5%, 5/01/2026 (n) | 675,000 | 642,938 | ||||||
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045 | 364,000 | 337,888 | ||||||
Life Technologies Corp., 6%, 3/01/2020 | 363,000 | 374,565 | ||||||
Northwell Healthcare, Inc., 3.979%, 11/01/2046 | 81,000 | 71,439 | ||||||
Northwell Healthcare, Inc., 4.26%, 11/01/2047 | 532,000 | 483,603 | ||||||
Polaris, 8.5%, (8.5% cash or 8.5% PIK) 12/01/2022 (n)(p) | 1,055,000 | 1,081,375 | ||||||
Quintiles IMS Holdings, Inc., 2.875%, 9/15/2025 (z) | EUR | 550,000 | 608,162 | |||||
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n) | $ | 825,000 | 795,094 | |||||
Tenet Healthcare Corp., 8.125%, 4/01/2022 | 850,000 | 885,062 | ||||||
Tenet Healthcare Corp., 6.75%, 6/15/2023 | 735,000 | 730,406 | ||||||
Thermo Fisher Scientific, Inc., 3%, 4/15/2023 | 367,000 | 353,708 | ||||||
Thermo Fisher Scientific, Inc., 2.95%, 9/19/2026 | 245,000 | 223,727 | ||||||
Thermo Fisher Scientific, Inc., 3.2%, 8/15/2027 | 938,000 | 865,033 | ||||||
Universal Health Services, Inc., 7.625%, 8/15/2020 | 1,010,000 | 1,011,262 | ||||||
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n) | 985,000 | 923,437 | ||||||
|
|
|||||||
$ | 18,082,862 | |||||||
Medical Equipment - 0.7% |
| |||||||
Abbott Laboratories, 4.9%, 11/30/2046 | $ | 750,000 | $ | 772,793 | ||||
Teleflex, Inc., 5.25%, 6/15/2024 | 1,005,000 | 1,015,050 | ||||||
Teleflex, Inc., 4.875%, 6/01/2026 | 445,000 | 433,875 | ||||||
Teleflex, Inc., 4.625%, 11/15/2027 | 695,000 | 648,088 | ||||||
|
|
|||||||
$ | 2,869,806 |
23
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Metals & Mining - 3.0% |
| |||||||
Baffinland Iron Mines Corp./Baffinland Iron Mines LP, 8.75%, 7/15/2026 (n) | $ | 815,000 | $ | 821,112 | ||||
Cameco Corp., 5.67%, 9/02/2019 | CAD | 420,000 | 325,832 | |||||
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n) | $ | 670,000 | 618,913 | |||||
Freeport-McMoRan Copper & Gold, Inc., 5.4%, 11/14/2034 | 970,000 | 848,750 | ||||||
Freeport-McMoRan, Inc., 6.875%, 2/15/2023 | 1,707,000 | 1,787,656 | ||||||
Glencore Funding LLC, 3%, 10/27/2022 (n) | 885,000 | 846,276 | ||||||
Kaiser Aluminum Corp., 5.875%, 5/15/2024 | 1,155,000 | 1,156,444 | ||||||
Kinross Gold Corp., 5.95%, 3/15/2024 | 216,000 | 220,860 | ||||||
Kinross Gold Corp., 4.5%, 7/15/2027 | 122,000 | 109,190 | ||||||
Lundin Mining Corp., 7.875%, 11/01/2022 (n) | 445,000 | 463,512 | ||||||
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n) | 1,375,000 | 1,384,419 | ||||||
Novelis Corp., 5.875%, 9/30/2026 (n) | 1,640,000 | 1,545,700 | ||||||
Petra Diamonds U.S. Treasury PLC, 7.25%, 5/01/2022 (n) | 775,000 | 744,000 | ||||||
Southern Copper Corp., 5.875%, 4/23/2045 | 753,000 | 784,797 | ||||||
TMS International Corp., 7.25%, 8/15/2025 (n) | 655,000 | 651,725 | ||||||
|
|
|||||||
$ | 12,309,186 | |||||||
Midstream - 4.2% |
| |||||||
AI Candelaria Spain SLU, 7.5%, 12/15/2028 (z) | $ | 1,248,000 | $ | 1,227,782 | ||||
APT Pipelines Ltd., 5%, 3/23/2035 (n) | 542,000 | 534,103 | ||||||
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n) | 640,000 | 652,800 | ||||||
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.625%, 7/15/2026 (n) | 785,000 | 796,775 | ||||||
Cheniere Energy, Inc., 5.875%, 3/31/2025 | 720,000 | 741,600 | ||||||
DCP Midstream Operating LP, 4.95%, 4/01/2022 | 410,000 | 412,050 | ||||||
DCP Midstream Operating LP, 3.875%, 3/15/2023 | 770,000 | 739,200 | ||||||
DCP Midstream Operating LP, 5.375%, 7/15/2025 (n) | 600,000 | 608,430 | ||||||
DCP Midstream Operating LP, 5.6%, 4/01/2044 | 440,000 | 398,200 | ||||||
Dominion Gas Holdings LLC, 2.8%, 11/15/2020 | 415,000 | 409,605 | ||||||
Energy Transfer Equity LP, 5.875%, 1/15/2024 | 1,175,000 | 1,235,219 | ||||||
EnLink Midstream Partners LP, 4.4%, 4/01/2024 | 880,000 | 847,997 | ||||||
MPLX LP, 4.5%, 4/15/2038 | 371,000 | 330,577 | ||||||
ONEOK, Inc., 4.95%, 7/13/2047 | 928,000 | 877,239 | ||||||
Sabine Pass Liquefaction LLC, 5%, 3/15/2027 | 500,000 | 502,328 | ||||||
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028 | 400,000 | 380,612 | ||||||
Tallgrass Energy LP, 4.75%, 10/01/2023 (n) | 660,000 | 652,988 | ||||||
Tallgrass Energy LP, 5.5%, 1/15/2028 (n) | 2,220,000 | 2,194,603 | ||||||
Targa Resources Partners LP/Targa Resources Finance Corp., 5.375%, 2/01/2027 | 2,150,000 | 2,090,875 | ||||||
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023 | 665,000 | 663,338 |
24
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Midstream - continued |
| |||||||
Targa Resources Partners LP/Targa Resources Finance Corp., 5.125%, 2/01/2025 (n) | $ | 625,000 | $ | 607,813 | ||||
|
|
|||||||
$ | 16,904,134 | |||||||
Mortgage-Backed - 5.5% |
| |||||||
Fannie Mae, 5.5%, 1/01/2037 - 8/01/2037 | $ | 982,503 | $ | 1,053,254 | ||||
Fannie Mae, 4%, 9/01/2040 - 2/01/2045 | 2,017,951 | 2,030,467 | ||||||
Fannie Mae, 3.5%, 3/01/2045 - 1/01/2047 | 5,245,257 | 5,122,425 | ||||||
Freddie Mac, 3.527%, 10/25/2023 | 1,400,000 | 1,406,979 | ||||||
Freddie Mac, 3.062%, 11/25/2023 | 600,000 | 592,221 | ||||||
Freddie Mac, 3.002%, 1/25/2024 | 1,500,000 | 1,471,918 | ||||||
Freddie Mac, 3.329%, 5/25/2025 | 5,000,000 | 4,950,196 | ||||||
Freddie Mac, 2.673%, 3/25/2026 | 1,099,000 | 1,036,792 | ||||||
Freddie Mac, 3.194%, 7/25/2027 | 850,000 | 817,531 | ||||||
Freddie Mac, 3.244%, 8/25/2027 | 138,000 | 133,093 | ||||||
Freddie Mac, 4%, 4/01/2044 | 139,749 | 140,181 | ||||||
Freddie Mac, 3.5%, 9/01/2045 | 3,704,659 | 3,618,544 | ||||||
|
|
|||||||
$ | 22,373,601 | |||||||
Municipals - 0.0% |
| |||||||
Commonwealth of Puerto Rico, Public Improvement, C-7, 6%, 7/01/2027 | $ | 50,000 | $ | 51,763 | ||||
Natural Gas - Distribution - 0.3% |
| |||||||
Boston Gas Co., 3.15%, 8/01/2027 (n) | $ | 420,000 | $ | 391,655 | ||||
GNL Quintero S.A., 4.634%, 7/31/2029 (n) | 377,000 | 364,276 | ||||||
UGI International LLC, 3.25%, 11/01/2025 (z) | EUR | 300,000 | 341,069 | |||||
|
|
|||||||
$ | 1,097,000 | |||||||
Natural Gas - Pipeline - 0.3% |
| |||||||
Peru LNG, 5.375%, 3/22/2030 | $ | 1,047,000 | $ | 1,035,483 | ||||
Network & Telecom - 1.0% |
| |||||||
AT&T, Inc., 4.75%, 5/15/2046 | $ | 1,175,000 | $ | 1,014,622 | ||||
British Telecommunications PLC, 3.125%, 11/21/2031 | GBP | 400,000 | 497,245 | |||||
Deutsche Telekom International Finance B.V., 1.5%, 4/03/2028 | EUR | 400,000 | 449,386 | |||||
Telecom Italia S.p.A., 3%, 9/30/2025 | 550,000 | 605,540 | ||||||
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025 | $ | 630,000 | 644,175 | |||||
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n) | 1,070,000 | 1,048,814 | ||||||
|
|
|||||||
$ | 4,259,782 | |||||||
Oil Services - 0.9% |
| |||||||
Apergy Corp, 6.375%, 5/01/2026 (n) | $ | 1,030,000 | $ | 1,042,875 | ||||
Bristow Group, Inc., 6.25%, 10/15/2022 | 1,155,000 | 848,925 |
25
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Oil Services - continued |
| |||||||
Diamond Offshore Drill Co., 7.875%, 8/15/2025 | $ | 440,000 | $ | 433,400 | ||||
Diamond Offshore Drill Co., 5.7%, 10/15/2039 | 965,000 | 728,575 | ||||||
Schlumberger Ltd., 2.65%, 11/20/2022 (n) | 720,000 | 694,166 | ||||||
|
|
|||||||
$ | 3,747,941 | |||||||
Oils - 0.7% |
| |||||||
Neste Oyj, 1.5%, 6/07/2024 | EUR | 500,000 | $ | 574,313 | ||||
Parkland Fuel Corp., 6%, 4/01/2026 (n) | $ | 1,695,000 | 1,656,862 | |||||
Phillips 66, 4.875%, 11/15/2044 | 606,000 | 588,014 | ||||||
|
|
|||||||
$ | 2,819,189 | |||||||
Other Banks & Diversified Financials - 1.8% |
| |||||||
AIB Group PLC, 1.5%, 3/29/2023 | EUR | 550,000 | $ | 620,724 | ||||
Bangkok Bank (Hong Kong), 4.05%, 3/19/2024 (n) | $ | 1,046,000 | 1,041,215 | |||||
Belfius Bank S.A., 3.125%, 5/11/2026 | EUR | 400,000 | 466,897 | |||||
BPCE S.A., 5.25%, 4/16/2029 | GBP | 400,000 | 580,059 | |||||
Caixa Geral de Depositos, 5.75%, 6/28/2028 | EUR | 500,000 | 584,715 | |||||
Citizens Bank N.A., 2.55%, 5/13/2021 | $ | 256,000 | 249,099 | |||||
Deutsche Bank AG, 1.875%, 2/28/2020 | GBP | 400,000 | 508,139 | |||||
Groupe BPCE S.A., 4.5%, 3/15/2025 (n) | $ | 302,000 | 291,963 | |||||
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022 | GBP | 250,000 | 338,032 | |||||
Intesa Sanpaolo S.p.A., 2.125%, 8/30/2023 | EUR | 400,000 | 445,600 | |||||
JSC Kazkommertsbank, 5.5%, 12/21/2022 | $ | 1,243,000 | 1,240,514 | |||||
Macquarie Group Ltd., 1.25% to 3/05/2024, FLR (EURIBOR - 3mo. + 0.83%) to 3/05/2025 | EUR | 300,000 | 328,060 | |||||
UniCredit S.p.A., 1%, 1/18/2023 | 800,000 | 829,616 | ||||||
|
|
|||||||
$ | 7,524,633 | |||||||
Pharmaceuticals - 1.0% |
| |||||||
Bayer Capital Corp. B.V., 1.5%, 6/26/2026 | EUR | 500,000 | $ | 562,346 | ||||
Celgene Corp., 2.875%, 8/15/2020 | $ | 600,000 | 593,379 | |||||
Gilead Sciences, Inc., 2.35%, 2/01/2020 | 667,000 | 660,427 | ||||||
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n) | 575,000 | 513,188 | ||||||
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023 (n) | 300,000 | 257,250 | ||||||
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n) | 885,000 | 838,537 | ||||||
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n) | 765,000 | 703,570 | ||||||
|
|
|||||||
$ | 4,128,697 | |||||||
Pollution Control - 0.1% |
| |||||||
Republic Services, Inc., 3.95%, 5/15/2028 | $ | 552,000 | $ | 539,882 |
26
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Precious Metals & Minerals - 0.2% |
| |||||||
Teck Resources Ltd., 6%, 8/15/2040 | $ | 105,000 | $ | 102,638 | ||||
Teck Resources Ltd., 6.25%, 7/15/2041 | 730,000 | 728,175 | ||||||
|
|
|||||||
$ | 830,813 | |||||||
Printing & Publishing - 0.2% |
| |||||||
Nielsen Co. Lux S.A.R.L., 5%, 2/01/2025 (n) | $ | 105,000 | $ | 102,080 | ||||
Nielsen Finance LLC, 5%, 4/15/2022 (n) | 721,000 | 702,074 | ||||||
|
|
|||||||
$ | 804,154 | |||||||
Real Estate - Apartment - 0.2% |
| |||||||
Grand City Properties S.A., 3.75% to 2/18/2022, FLR (EUR Swap Rate - 5yr. + 3.888%) to 2/18/2027, FLR (EUR Swap Rate - 5yr. +4.138%) to 2/18/2042, FLR (EUR Swap Rate - 5yr. + 4.888%) to 12/31/2049 |
EUR | 600,000 | $ | 696,702 | ||||
Real Estate - Healthcare - 0.6% |
| |||||||
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026 | $ | 1,090,000 | $ | 1,051,850 | ||||
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027 | 1,255,000 | 1,179,323 | ||||||
|
|
|||||||
$ | 2,231,173 | |||||||
Real Estate - Office - 0.3% |
| |||||||
Merlin Properties SOCIMI S.A., REIT, 2.225%, 4/25/2023 | EUR | 550,000 | $ | 647,381 | ||||
Merlin Properties SOCIMI S.A., REIT, 1.875%, 11/02/2026 | 350,000 | 382,386 | ||||||
|
|
|||||||
$ | 1,029,767 | |||||||
Real Estate - Other - 0.5% |
| |||||||
CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024 | $ | 1,245,000 | $ | 1,245,000 | ||||
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027 | 685,000 | 679,862 | ||||||
|
|
|||||||
$ | 1,924,862 | |||||||
Restaurants - 0.4% |
| |||||||
Golden Nugget, Inc., 6.75%, 10/15/2024 (n) | $ | 410,000 | $ | 408,975 | ||||
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n) | 1,105,000 | 1,085,663 | ||||||
|
|
|||||||
$ | 1,494,638 | |||||||
Retailers - 1.1% |
| |||||||
Best Buy Co., Inc., 5.5%, 3/15/2021 | $ | 1,329,000 | $ | 1,378,462 | ||||
DriveTime Automotive Group, Inc./DT Acceptance Corp., 8%, 6/01/2021 (n) | 670,000 | 686,750 | ||||||
Hanesbrands, Inc., 4.625%, 5/15/2024 (n) | 300,000 | 287,250 | ||||||
Hanesbrands, Inc., 4.875%, 5/15/2026 (n) | 1,250,000 | 1,184,375 |
27
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Retailers - continued |
| |||||||
Home Depot, Inc., 2.625%, 6/01/2022 | $ | 585,000 | $ | 571,126 | ||||
Home Depot, Inc., 3%, 4/01/2026 | 475,000 | 450,048 | ||||||
|
|
|||||||
$ | 4,558,011 | |||||||
Specialty Chemicals - 0.6% |
| |||||||
Mexichem S.A.B. de C.V., 5.875%, 9/17/2044 (n) | $ | 540,000 | $ | 494,716 | ||||
Univar USA, Inc., 6.75%, 7/15/2023 (n) | 1,760,000 | 1,808,400 | ||||||
|
|
|||||||
$ | 2,303,116 | |||||||
Specialty Stores - 0.4% |
| |||||||
Penske Automotive Group Co., 5.375%, 12/01/2024 | $ | 190,000 | $ | 184,538 | ||||
Penske Automotive Group Co., 5.5%, 5/15/2026 | 520,000 | 494,000 | ||||||
Rallye S.A., 4.25%, 3/11/2019 | EUR | 500,000 | 549,335 | |||||
Richemont International S.A., 1.5%, 3/26/2030 | 500,000 | 565,411 | ||||||
|
|
|||||||
$ | 1,793,284 | |||||||
Supermarkets - 0.7% |
| |||||||
Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024 | $ | 890,000 | $ | 841,050 | ||||
Casino Guichard Perracho, 4.498%, 3/07/2024 | EUR | 500,000 | 539,227 | |||||
Eurotorg LLC via Bonitron D.A.C., 8.75%, 10/30/2022 | $ | 1,003,000 | 1,008,821 | |||||
Loblaw Cos. Ltd., 4.86%, 9/12/2023 | CAD | 421,000 | 335,649 | |||||
Tesco PLC, 6.15%, 11/15/2037 (n) | $ | 112,000 | 118,025 | |||||
|
|
|||||||
$ | 2,842,772 | |||||||
Supranational - 0.2% |
| |||||||
International Bank for Reconstruction and Development, 2.8%, 1/13/2021 | AUD | 270,000 | $ | 193,130 | ||||
International Bank for Reconstruction and Development, 4.25%, 6/24/2025 | 405,000 | 311,134 | ||||||
International Finance Corp., 3.25%, 7/22/2019 | 585,000 | 417,476 | ||||||
|
|
|||||||
$ | 921,740 | |||||||
Telecommunications - Wireless - 3.7% |
| |||||||
Altice France S.A., 6.25%, 5/15/2024 (n) | $ | 400,000 | $ | 383,500 | ||||
Altice France S.A., 8.125%, 2/01/2027 (n) | 650,000 | 643,500 | ||||||
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n) | 525,000 | 488,906 | ||||||
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n) | 895,000 | 762,988 | ||||||
American Tower Corp., REIT, 3.5%, 1/31/2023 | 743,000 | 727,505 | ||||||
American Tower Corp., REIT, 4%, 6/01/2025 | 514,000 | 499,466 | ||||||
American Tower Corp., REIT, 1.95%, 5/22/2026 | EUR | 300,000 | 341,354 | |||||
Crown Castle International Corp., 3.7%, 6/15/2026 | $ | 741,000 | 699,887 | |||||
Digicel Group Ltd., 6.75%, 3/01/2023 (n) | 1,338,000 | 1,073,745 | ||||||
Millicom International Cellular S.A., 6.625%, 10/15/2026 (n) | 1,018,000 | 1,028,180 | ||||||
SBA Communications Corp., 4%, 10/01/2022 | 1,180,000 | 1,129,850 |
28
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Telecommunications - Wireless - continued |
| |||||||
SBA Communications Corp., 4.875%, 9/01/2024 | $ | 480,000 | $ | 463,200 | ||||
SBA Tower Trust, 2.898%, 10/15/2044 (n) | 439,000 | 436,551 | ||||||
Sprint Corp., 7.875%, 9/15/2023 | 1,570,000 | 1,675,975 | ||||||
Sprint Corp., 7.125%, 6/15/2024 | 1,230,000 | 1,257,675 | ||||||
Sprint Nextel Corp., 6%, 11/15/2022 | 1,050,000 | 1,059,844 | ||||||
T-Mobile USA, Inc., 6.5%, 1/15/2024 | 405,000 | 419,175 | ||||||
T-Mobile USA, Inc., 5.125%, 4/15/2025 | 730,000 | 719,050 | ||||||
T-Mobile USA, Inc., 6.5%, 1/15/2026 | 800,000 | 842,000 | ||||||
T-Mobile USA, Inc., 5.375%, 4/15/2027 | 620,000 | 606,050 | ||||||
|
|
|||||||
$ | 15,258,401 | |||||||
Telephone Services - 0.5% |
| |||||||
Level 3 Financing, Inc., 5.375%, 1/15/2024 | $ | 390,000 | $ | 386,100 | ||||
Level 3 Financing, Inc., 5.375%, 5/01/2025 | 1,170,000 | 1,142,213 | ||||||
TELUS Corp., 5.05%, 7/23/2020 | CAD | 425,000 | 333,766 | |||||
|
|
|||||||
$ | 1,862,079 | |||||||
Tobacco - 0.2% |
| |||||||
B.A.T. International Finance PLC, 0.875%, 10/13/2023 | EUR | 300,000 | $ | 336,017 | ||||
Reynolds American, Inc., 8.125%, 6/23/2019 | $ | 257,000 | 264,942 | |||||
Reynolds American, Inc., 3.25%, 6/12/2020 | 69,000 | 68,767 | ||||||
|
|
|||||||
$ | 669,726 | |||||||
Transportation - Services - 0.9% |
| |||||||
Autostrade per lItalia S.p.A., 6.25%, 6/09/2022 | GBP | 300,000 | $ | 406,971 | ||||
Compagnie Financial et Indus Unternehmensanleihe, 0.75%, 9/09/2028 | EUR | 500,000 | 531,779 | |||||
Heathrow Funding Ltd., 1.875%, 7/12/2032 | 300,000 | 335,124 | ||||||
Heathrow Funding Ltd., 4.625%, 10/31/2046 | GBP | 200,000 | 309,869 | |||||
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022 | $ | 1,108,000 | 1,030,440 | |||||
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n) | 585,000 | 508,950 | ||||||
Transurban Finance Co., 1.75%, 3/29/2028 | EUR | 500,000 | 561,439 | |||||
|
|
|||||||
$ | 3,684,572 | |||||||
U.S. Treasury Obligations - 10.9% |
| |||||||
U.S. Treasury Bonds, 3.5%, 2/15/2039 | $ | 500,000 | $ | 513,516 | ||||
U.S. Treasury Bonds, 3.125%, 11/15/2041 (f) | 15,450,000 | 14,822,947 | ||||||
U.S. Treasury Bonds, 3%, 5/15/2047 | 2,000,000 | 1,852,422 | ||||||
U.S. Treasury Bonds, 3%, 2/15/2048 | 568,300 | 525,522 | ||||||
U.S. Treasury Notes, 2.625%, 7/15/2021 | 12,953,000 | 12,851,805 | ||||||
U.S. Treasury Notes, 2.75%, 2/15/2024 (f) | 14,000,000 | 13,823,906 | ||||||
|
|
|||||||
$ | 44,390,118 |
29
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued |
| |||||||
Utilities - Electric Power - 3.7% |
| |||||||
Clearway Energy Operating LLC, 5.75%, 10/15/2025 (n) | $ | 995,000 | $ | 980,075 | ||||
Covanta Holding Corp., 6.375%, 10/01/2022 | 320,000 | 326,800 | ||||||
Covanta Holding Corp., 5.875%, 3/01/2024 | 1,175,000 | 1,172,062 | ||||||
Covanta Holding Corp., 5.875%, 7/01/2025 | 555,000 | 538,350 | ||||||
Covanta Holding Corp., 6%, 1/01/2027 | 910,000 | 878,150 | ||||||
Drax Finco PLC, 6.625%, 11/01/2025 (n) | 890,000 | 887,775 | ||||||
Duke Energy Florida LLC, 3.2%, 1/15/2027 | 589,000 | 559,735 | ||||||
EDP Finance B.V., 5.25%, 1/14/2021 (n) | 200,000 | 204,660 | ||||||
Emera U.S. Finance LP, 2.7%, 6/15/2021 | 142,000 | 137,672 | ||||||
Emera U.S. Finance LP, 3.55%, 6/15/2026 | 162,000 | 150,152 | ||||||
Enel Finance International N.V., 3.5%, 4/06/2028 (z) | 430,000 | 361,348 | ||||||
Enel S.p.A., 8.75% to 9/24/2023, FLR (Swap Rate - 5yr. + 5.880%) to 9/24/2043, FLR (Swap Rate-5yr. + 6.63%) to 9/24/2073 (n) | 500,000 | 540,000 | ||||||
Enel S.p.A., 6.625% to 9/15/2021, FLR (GBP Swap Rate - 5yr. + 4.089%) to 9/15/2026, FLR (GBP Swap Rate - 5yr. + 4.339%) to 9/15/2041, FLR (GBP Swap Rate - 5yr. + 5.089%) to 9/15/2076 | GBP | 230,000 | 314,198 | |||||
Engie Energia Chile S.A., 4.5%, 1/29/2025 (n) | $ | 609,000 | 598,424 | |||||
Exelon Corp., 3.497%, 6/01/2022 | 259,000 | 252,588 | ||||||
FirstEnergy Corp., 3.9%, 7/15/2027 | 115,000 | 109,819 | ||||||
Greenko Dutch B.V., 5.25%, 7/24/2024 | 902,000 | 815,769 | ||||||
Innogy Finance B.V., 4.75%, 1/31/2034 | GBP | 300,000 | 446,165 | |||||
Listrindo Capital B.V., 4.95%, 9/14/2026 | $ | 910,000 | 808,990 | |||||
NextEra Energy Capital Holdings, Inc., 3.55%, 5/01/2027 | 628,000 | 597,084 | ||||||
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n) | 1,115,000 | 1,059,250 | ||||||
NextEra Energy Operating Co., 4.5%, 9/15/2027 (n) | 355,000 | 327,487 | ||||||
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n) | 555,000 | 549,450 | ||||||
PPL Capital Funding, Inc., 5%, 3/15/2044 | 270,000 | 271,719 | ||||||
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n) | 183,000 | 188,633 | ||||||
Star Energy Geothermal Pte Ltd., 6.75%, 4/24/2033 | 844,397 | 758,667 | ||||||
Transelec S.A., 4.25%, 1/14/2025 (n) | 535,000 | 520,287 | ||||||
Virginia Electric & Power Co., 3.5%, 3/15/2027 | 839,000 | 813,733 | ||||||
|
|
|||||||
$ | 15,169,042 | |||||||
Total Bonds (Identified Cost, $512,059,144) | $ | 493,215,878 | ||||||
Floating Rate Loans (r) - 0.3% |
| |||||||
Conglomerates - 0.0% |
| |||||||
Entegris, Inc., Term Loan B, 4.552%, 4/30/2021 | $ | 231,390 | $ | 231,679 | ||||
Consumer Products - 0.1% |
| |||||||
Spectrum Brands, Inc., Term Loan B, 4.35%, 6/23/2022 | $ | 272,456 | $ | 272,513 |
30
Portfolio of Investments continued
Issuer | Shares/Par | Value ($) | ||||||
Floating Rate Loans (r) - continued |
| |||||||
Medical & Health Technology & Services - 0.2% |
| |||||||
DaVita, Inc., Term Loan B, 5.052%, 6/24/2021 | $ | 683,234 | $ | 683,767 | ||||
Total Floating Rate Loans (Identified Cost, $1,185,894) |
|
$ | 1,187,959 | |||||
Common Stocks - 0.2% |
| |||||||
Energy - Independent - 0.1% | ||||||||
Frontera Energy Corp. (a) | 20,290 | $ | 264,379 | |||||
Oil Services - 0.1% | ||||||||
LTRI Holdings LP (a)(u) | 520 | $ | 462,498 | |||||
Total Common Stocks (Identified Cost, $1,974,727) | $ | 726,877 |
Strike Price | First Exercise | |||||||||||||||
Warrants - 0.0% | ||||||||||||||||
Forest & Paper Products - 0.0% | ||||||||||||||||
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant) (a) | $ | 27.17 | 8/24/18 | 332 | $ | 2,988 | ||||||||||
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant) (a) | 31.25 | 8/24/18 | 332 | 2,490 | ||||||||||||
Total Warrants (Identified Cost, $0) |
|
$ | 5,478 | |||||||||||||
Investment Companies (h) - 1.8% |
|
|||||||||||||||
Money Market Funds - 1.8% | ||||||||||||||||
MFS Institutional Money Market Portfolio, 2.21% (v) (Identified Cost, $7,352,583) |
|
7,353,431 | $ | 7,352,696 | ||||||||||||
Other Assets, Less Liabilities - (23.3)% |
|
(94,953,790 | ) | |||||||||||||
Net Assets - 100.0% | $ | 407,535,098 |
(a) | Non-income producing security. |
(d) | In default. |
(f) | All or a portion of the security has been segregated as collateral for open futures contracts. |
(h) | An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the funds investments in affiliated issuers and in unaffiliated issuers were $7,352,696 and $495,136,192, respectively. |
(i) | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $165,954,989, representing 40.7% of net assets. |
(p) | Payment-in-kind (PIK) security for which interest income may be received in additional securities and/or cash. |
31
Portfolio of Investments continued
(r) | The remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. The interest rate shown represents the weighted average of the floating interest rates on settled contracts within the loan facility at period end, unless otherwise indicated. The floating interest rates on settled contracts are determined periodically by reference to a base lending rate and a spread. |
(u) | The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the funds level 3 holdings, please see Note 2 in the Notes to Financial Statements. |
(v) | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(z) | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
Restricted Securities | Acquisition Date |
Cost | Value | |||||||
Afren PLC, 11.5%, 2/01/2016 | 1/27/11 | $315,788 | $817 | |||||||
Afren PLC, 10.25%, 4/08/2019 | 3/01/12 | 209,874 | 267 | |||||||
AI Candelaria Spain SLU, 7.5%, 12/15/2028 | 10/18/18 | 1,248,000 | 1,227,782 | |||||||
Altice U.S. Finance I Corp., 5.5%, 5/15/2026 | 1/12/17-3/01/17 | 686,604 | 647,750 | |||||||
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023 | 9/20/18 | 242,749 | 229,722 | |||||||
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.894% (LIBOR - 1mo. + 1.6%), 12/28/2040 | 3/01/06 | 1,293,266 | 1,212,748 | |||||||
Cequel Communications Holdings I LLC, 7.5%, 4/01/2028 | 6/07/18-6/08/18 | 457,653 | 466,412 | |||||||
Cimpress N.V., 7%, 6/15/2026 | 10/12/18-10/23/18 | 670,555 | 664,169 | |||||||
Coty, Inc., 4%, 4/15/2023 | 3/28/18 | 369,030 | 331,300 | |||||||
Enel Finance International N.V., 3.5%, 4/06/2028 | 10/02/18 | 377,592 | 361,348 | |||||||
Government of Ukraine, 9.75%, 11/01/2028 | 10/25/18 | 1,227,000 | 1,211,417 | |||||||
HarbourView CLO VII Ltd., 7RA, B, FLR, 4.145% | ||||||||||
(LIBOR - 3mo. + 1.7%), 7/18/2031 | 5/17/18 | 2,500,000 | 2,499,965 | |||||||
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023 | 8/30/18 | 829,909 | 827,063 | |||||||
Netflix, Inc., 4.625%, 5/15/2029 | 10/23/18 | 349,850 | 346,322 | |||||||
PT Pertamina Persero, 6.5%, 11/07/2048 | 10/31/18 | 1,176,732 | 1,176,732 | |||||||
PT Perusahaan Listrik Negara, 2.875%, 10/25/2025 | 10/24/18 | 566,896 | 560,662 | |||||||
PT Perusahaan Listrik Negara, 5.375%, 1/25/2029 | 10/18/18 | 1,215,786 | 1,200,808 | |||||||
Quintiles IMS Holdings, Inc., 2.875%, 9/15/2025 | 10/18/17 | 657,972 | 608,162 | |||||||
Rural Electrification Corp. Ltd., 5.25%, 11/13/2023 | 10/31/18 | 1,037,128 | 1,037,128 | |||||||
UGI International LLC, 3.25%, 11/01/2025 | 10/18/18-10/19/18 | 345,361 | 341,069 | |||||||
Verscend Escrow Corp., 9.75%, 8/15/2026 | 10/05/18-10/25/18 | 406,362 | 401,000 | |||||||
Total Restricted Securities | $15,352,643 | |||||||||
% of Net assets | 3.8% |
32
Portfolio of Investments continued
The following abbreviations are used in this report and are defined:
CDO | Collateralized Debt Obligation |
CJSC | Closed Joint Stock Company |
CLO | Collateralized Loan Obligation |
EURIBOR | Euro Interbank Offered Rate |
FLR | Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted. |
JSC | Joint Stock Company |
LIBOR | London Interbank Offered Rate |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:
AUD | Australian Dollar |
CAD | Canadian Dollar |
CHF | Swiss Franc |
DKK | Danish Krone |
EUR | Euro |
GBP | British Pound |
HKD | Hong Kong Dollar |
JPY | Japanese Yen |
KRW | South Korean Won |
MXN | Mexican Peso |
NOK | Norwegian Krone |
NZD | New Zealand Dollar |
SGD | Singapore Dollar |
ZAR | South African Rand |
Derivative Contracts at 10/31/18
Forward Foreign Currency Exchange Contracts
Currency Purchased |
Currency Sold |
Counterparty | Settlement Date |
Unrealized Appreciation (Depreciation) |
||||||||||||||
Asset Derivatives | ||||||||||||||||||
USD | 950,231 | AUD | 1,329,795 | Deutsche Bank AG | 1/11/2019 | $7,772 | ||||||||||||
USD | 1,243,139 | CAD | 1,617,261 | Merrill Lynch International | 1/11/2019 | 12,769 | ||||||||||||
USD | 285,482 | CHF | 278,919 | Goldman Sachs International | 1/11/2019 | 6,491 | ||||||||||||
USD | 1,744,821 | EUR | 1,517,113 | Deutsche Bank AG | 1/11/2019 | 15,111 | ||||||||||||
USD | 23,246,862 | EUR | 19,900,195 | Goldman Sachs International | 1/11/2019 | 558,008 | ||||||||||||
USD | 836,822 | EUR | 720,335 | Goldman Sachs International | 1/14/2019 | 15,334 | ||||||||||||
USD | 111,968 | EUR | 96,536 | JPMorgan Chase Bank N.A. | 1/11/2019 | 1,905 | ||||||||||||
USD | 10,569,324 | EUR | 9,002,755 | JPMorgan Chase Bank N.A. | 12/18/2018 | 330,473 | ||||||||||||
USD | 7,196,034 | GBP | 5,444,714 | Deutsche Bank AG | 1/11/2019 | 210,210 | ||||||||||||
USD | 339,294 | JPY | 37,736,752 | JPMorgan Chase Bank N.A. | 1/11/2019 | 2,751 | ||||||||||||
USD | 1,727,816 | MXN | 32,899,000 | Goldman Sachs International | 1/11/2019 | 125,855 | ||||||||||||
USD | 11,132 | NZD | 17,000 | NatWest Markets PLC | 1/11/2019 | 30 | ||||||||||||
|
|
|||||||||||||||||
$1,286,709 | ||||||||||||||||||
|
|
33
Portfolio of Investments continued
Forward Foreign Currency Exchange Contracts - continued
Currency Purchased |
Currency Sold |
Counterparty | Settlement Date |
Unrealized Appreciation (Depreciation) |
||||||||||||||
Liability Derivatives | ||||||||||||||||||
AUD | 70,000 | USD | 49,943 | Goldman Sachs International | 1/11/2019 | $(332 | ) | |||||||||||
DKK | 11,054 | USD | 1,732 | Citibank N.A. | 1/11/2019 | (42 | ) | |||||||||||
EUR | 423,370 | USD | 494,121 | Deutsche Bank AG | 1/11/2019 | (11,424 | ) | |||||||||||
EUR | 29,334 | USD | 33,688 | UBS AG | 1/11/2019 | (243 | ) | |||||||||||
GBP | 99,622 | USD | 131,620 | Brown Brothers Harriman | 1/11/2019 | (3,800 | ) | |||||||||||
HKD | 19,818,000 | USD | 2,532,377 | Citibank N.A. | 1/11/2019 | (756 | ) | |||||||||||
JPY | 16,855,000 | USD | 151,307 | Brown Brothers Harriman | 1/11/2019 | (991 | ) | |||||||||||
KRW | 42,694,000 | USD | 38,145 | JPMorgan Chase Bank N.A. | 11/16/2018 | (666 | ) | |||||||||||
NOK | 1,421,290 | USD | 175,045 | Goldman Sachs International | 1/11/2019 | (5,870 | ) | |||||||||||
SGD | 54,000 | USD | 39,318 | JPMorgan Chase Bank N.A. | 1/11/2019 | (274 | ) | |||||||||||
ZAR | 823,000 | USD | 56,345 | Deutsche Bank AG | 1/11/2019 | (1,044 | ) | |||||||||||
|
|
|||||||||||||||||
$(25,442 | ) | |||||||||||||||||
|
|
Futures Contracts
Description | Long/ Short |
Currency | Contracts | Notional Amount |
Expiration Date |
Value/ Unrealized Appreciation (Depreciation) |
||||||||||||||||
Asset Derivatives | ||||||||||||||||||||||
Interest Rate Futures |
|
|||||||||||||||||||||
U.S. Treasury Bond 30 yr | Short | USD | 5 | $690,625 | December - 2018 | $28,645 | ||||||||||||||||
U.S. Treasury Note 10 yr | Short | USD | 458 | 54,244,375 | December - 2018 | 724,696 | ||||||||||||||||
|
|
|||||||||||||||||||||
$753,341 | ||||||||||||||||||||||
|
|
|||||||||||||||||||||
Liability Derivatives | ||||||||||||||||||||||
Interest Rate Futures |
|
|||||||||||||||||||||
Euro-Bobl 5 yr | Short | EUR | 102 | $15,185,307 | December - 2018 | $(50,410 | ) | |||||||||||||||
Euro-Bund 10 yr | Short | EUR | 28 | 5,082,519 | December - 2018 | (37,169 | ) | |||||||||||||||
U.S. Treasury Note 5 yr | Short | USD | 87 | 9,777,305 | December - 2018 | (5,065 | ) | |||||||||||||||
|
|
|||||||||||||||||||||
$(92,644 | ) | |||||||||||||||||||||
|
|
At October 31, 2018, the fund had liquid securities with an aggregate value of $747,786 to cover any collateral or margin obligations for certain derivative contracts.
See Notes to Financial Statements
34
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 10/31/18
This statement represents your funds balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets | ||||
Investments in unaffiliated issuers, at value (identified cost, $515,219,765) |
$495,136,192 | |||
Investments in affiliated issuers, at value (identified cost, $7,352,583) |
7,352,696 | |||
Cash |
1,039,513 | |||
Foreign currency, at value (identified cost, $806,315) |
799,017 | |||
Receivables for |
||||
Forward foreign currency exchange contracts |
1,286,709 | |||
Daily variation margin on open futures contracts |
171,585 | |||
Investments sold |
1,332,915 | |||
Interest |
6,011,407 | |||
Other assets |
11,171 | |||
Total assets |
$513,141,205 | |||
Liabilities | ||||
Notes payable |
$100,000,000 | |||
Payables for |
||||
Distributions |
193,158 | |||
Forward foreign currency exchange contracts |
25,442 | |||
Investments purchased |
4,772,470 | |||
Capital shares reacquired |
154,633 | |||
Payable to affiliates |
||||
Investment adviser |
15,221 | |||
Transfer agent and dividend disbursing costs |
2,559 | |||
Payable for independent Trustees compensation |
50,514 | |||
Accrued interest expense |
238,765 | |||
Accrued expenses and other liabilities |
153,345 | |||
Total liabilities |
$105,606,107 | |||
Net assets |
$407,535,098 | |||
Net assets consist of | ||||
Paid-in capital |
$447,224,991 | |||
Total distributable earnings (loss) |
(39,689,893 | ) | ||
Net assets |
$407,535,098 | |||
Shares of beneficial interest outstanding (67,403,126 shares authorized less 202,881 capital shares to be retired) |
67,200,245 | |||
Net asset value per share (net assets of $407,535,098 / 67,200,245 shares of beneficial interest outstanding) |
$6.06 |
See Notes to Financial Statements
35
Financial Statements
Year ended 10/31/18
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income (loss) | ||||
Income |
||||
Interest |
$23,159,932 | |||
Dividends from affiliated issuers |
134,143 | |||
Other |
38,373 | |||
Foreign taxes withheld |
(2,205 | ) | ||
Total investment income |
$23,330,243 | |||
Expenses |
||||
Management fee |
$2,809,706 | |||
Transfer agent and dividend disbursing costs |
113,887 | |||
Administrative services fee |
73,665 | |||
Independent Trustees compensation |
66,817 | |||
Stock exchange fee |
68,728 | |||
Custodian fee |
41,245 | |||
Shareholder communications |
174,552 | |||
Audit and tax fees |
81,246 | |||
Legal fees |
11,634 | |||
Interest expense and fees |
2,331,960 | |||
Miscellaneous |
58,842 | |||
Total expenses |
$5,832,282 | |||
Net investment income (loss) |
$17,497,961 | |||
Realized and unrealized gain (loss) | ||||
Realized gain (loss) (identified cost basis) |
||||
Unaffiliated issuers |
$(598,513 | ) | ||
Affiliated issuers |
1,538 | |||
Futures contracts |
2,554,106 | |||
Forward foreign currency exchange contracts |
1,226,584 | |||
Foreign currency |
(5,455 | ) | ||
Net realized gain (loss) |
$3,178,260 | |||
Change in unrealized appreciation or depreciation |
||||
Unaffiliated issuers |
$(29,788,496 | ) | ||
Affiliated issuers |
(465 | ) | ||
Futures contracts |
(174,745 | ) | ||
Forward foreign currency exchange contracts |
939,755 | |||
Translation of assets and liabilities in foreign currencies |
(25,519 | ) | ||
Net unrealized gain (loss) |
$(29,049,470 | ) | ||
Net realized and unrealized gain (loss) |
$(25,871,210 | ) | ||
Change in net assets from operations |
$(8,373,249 | ) |
See Notes to Financial Statements
36
Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
Year ended | ||||||||
10/31/18 | 10/31/17 | |||||||
Change in net assets | ||||||||
From operations | ||||||||
Net investment income (loss) |
$17,497,961 | $21,407,711 | ||||||
Net realized gain (loss) |
3,178,260 | 4,214,848 | ||||||
Net unrealized gain (loss) |
(29,049,470 | ) | 5,801,107 | |||||
Change in net assets from operations |
$(8,373,249 | ) | $31,423,666 | |||||
Distributions to shareholders (a) |
$(20,316,659 | ) | $(22,369,283 | ) | ||||
Tax return of capital distributions to shareholders |
$(14,918,250 | ) | $(16,197,777 | ) | ||||
Change in net assets from fund share transactions |
$(20,317,818 | ) | $(25,726,141 | ) | ||||
Total change in net assets |
$(63,925,976 | ) | $(32,869,535 | ) | ||||
Net assets | ||||||||
At beginning of period |
471,461,074 | 504,330,609 | ||||||
At end of period (b) |
$407,535,098 | $471,461,074 |
(a) | Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. See Note 2. For the year ended October 31, 2017, distributions from net investment income were $22,369,283. |
(b) | Parenthetical disclosure of accumulated distributions in excess of net investment income is no longer required. See Note 2. For the year ended October 31, 2017, end of period net assets included accumulated distributions in excess of net investment income of $2,672,402. |
See Notes to Financial Statements
37
Financial Statements
Year ended 10/31/18
This statement provides a summary of cash flows from investment activity for the fund.
Cash flows from operating activities: | ||||
Change in net assets from operations |
$(8,373,249 | ) | ||
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities: | ||||
Purchase of investment securities |
(269,263,416 | ) | ||
Proceeds from disposition of investment securities |
301,730,831 | |||
Proceeds from disposition of short-term investments, net |
1,932,373 | |||
Realized gain/loss on investments |
598,513 | |||
Unrealized appreciation/depreciation on investments |
29,788,961 | |||
Unrealized appreciation/depreciation on foreign currency contracts |
(939,755 | ) | ||
Net amortization/accretion of income |
676,849 | |||
Decrease in interest receivable |
46,087 | |||
Decrease in accrued expenses and other liabilities |
(63,511 | ) | ||
Increase in receivable for daily variation margin on open futures contracts |
(135,802 | ) | ||
Decrease in restricted cash |
250,000 | |||
Decrease in other assets |
25,543 | |||
Increase in interest payable |
82,616 | |||
Net cash provided by operating activities |
$56,356,040 | |||
Cash flows from financing activities: | ||||
Distributions paid in cash |
(35,256,868 | ) | ||
Repurchase of shares of beneficial interest |
(20,163,185 | ) | ||
Net cash used by financing activities |
$(55,420,053 | ) | ||
Net increase in cash |
$935,987 | |||
Cash: | ||||
Beginning of period (including foreign currency of $665,205) |
$902,543 | |||
End of period (including foreign currency of $799,017) |
$1,838,530 |
Supplemental disclosure of cash flow information:
Cash paid during the year ended October 31, 2018 for interest was $2,249,344.
See Notes to Financial Statements
38
Financial Statements
The financial highlights table is intended to help you understand the funds financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Year ended | ||||||||||||||||||||
10/31/18 | 10/31/17 | 10/31/16 | 10/31/15 | 10/31/14 | ||||||||||||||||
Net asset value, beginning of period |
$6.67 | $6.73 | $6.76 | $7.39 | $7.50 | |||||||||||||||
Income (loss) from investment operations |
| |||||||||||||||||||
Net investment income (loss) (d) |
$0.25 | $0.30 | (c) | $0.34 | $0.36 | $0.39 | ||||||||||||||
Net realized and unrealized gain (loss) |
(0.38 | ) | 0.15 | 0.15 | (0.43 | ) | 0.04 | |||||||||||||
Total from investment operations |
$(0.13 | ) | $0.45 | $0.49 | $(0.07 | ) | $0.43 | |||||||||||||
Less distributions declared to shareholders |
| |||||||||||||||||||
From net investment income |
$(0.29 | ) | $(0.31 | ) | $(0.37 | ) | $(0.46 | ) | $(0.42 | ) | ||||||||||
From net realized gain |
| | | (0.08 | ) | (0.13 | ) | |||||||||||||
From tax return of capital |
(0.22 | ) | (0.23 | ) | (0.16 | ) | (0.03 | ) | | |||||||||||
Total distributions declared to shareholders |
$(0.51 | ) | $(0.54 | ) | $(0.53 | ) | $(0.57 | ) | $(0.55 | ) | ||||||||||
Net increase from repurchase of capital shares |
$0.03 | $0.03 | $0.01 | $0.01 | $0.01 | |||||||||||||||
Net asset value, end of period (x) |
$6.06 | $6.67 | $6.73 | $6.76 | $7.39 | |||||||||||||||
Market value, end of period |
$5.24 | $6.16 | $5.97 | $5.94 | $6.37 | |||||||||||||||
Total return at market value (%) |
(7.01 | ) | 12.50 | 9.93 | 2.18 | 5.09 | ||||||||||||||
Total return at net asset value (%) (j)(r)(s)(x) |
(0.68 | ) | 8.06 | (c) | 8.89 | 0.24 | 7.13 | |||||||||||||
Ratios (%) (to average net assets) and Supplemental data: |
| |||||||||||||||||||
Expenses before expense reductions (f) |
1.33 | 1.10 | (c) | 1.10 | 0.98 | 0.98 | ||||||||||||||
Expenses after expense reductions (f) |
N/A | N/A | N/A | N/A | 0.98 | |||||||||||||||
Net investment income (loss) |
4.00 | 4.45 | (c) | 5.13 | 5.05 | 5.32 | ||||||||||||||
Portfolio turnover |
47 | 50 | 36 | 47 | 46 | |||||||||||||||
Net assets at end of period (000 omitted) |
$407,535 | $471,461 | $504,331 | $515,095 | $570,454 | |||||||||||||||
Supplemental Ratios (%): |
|
|||||||||||||||||||
Ratios of expenses to average net assets after expense reductions and excluding interest expense and fees (f) |
0.80 | 0.78 | (c) | 0.87 | 0.82 | 0.83 | ||||||||||||||
Senior Securities: | ||||||||||||||||||||
Total notes payable outstanding (000 omitted) |
$100,000 | $100,000 | $100,000 | $100,000 | $100,000 | |||||||||||||||
Asset coverage per $1,000 of indebtedness (k) |
$5,075 | $5,715 | $6,043 | $6,151 | $6,705 |
39
Financial Highlights continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(j) | Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value. |
(k) | Calculated by subtracting the funds total liabilities (not including notes payable) from the funds total assets and dividing this number by the notes payable outstanding and then multiplying by 1,000. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
40
(1) Business and Organization
MFS Multimarket Income Trust (the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services Investment Companies.
(2) Significant Accounting Policies
General The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the funds Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each countrys market, economic, industrial, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability than developed markets.
In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash (ASU 2016-18). For entities that have restricted cash and are required to present a statement of cash flows, ASU 2016-18 changes the cash flow presentation for restricted cash. Management has evaluated the potential impacts of ASU 2016-18 and expects that the effects of the funds adoption will be limited to the reclassification of restricted cash on the funds Statement of Cash Flows and the addition of disclosures regarding the nature of the restrictions on restricted cash. ASU 2016-18 will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities (ASU 2017-08). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to
41
Notes to Financial Statements continued
the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management has evaluated the potential impacts of ASU 2017-08 and believes that adoption of ASU 2017-08 will not have a material effect on the funds overall financial position or its overall results of operations.
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period. The impact of the funds adoption was limited to changes in the funds financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
In August 2018, the Securities and Exchange Commission (SEC) released its Final Rule on Disclosure Update and Simplification (the Final Rule) which is intended to simplify an issuers disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the fund adopted the Final Rule with the impacts being that the fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets.
Balance Sheet Offsetting The funds accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The funds right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the funds Significant Accounting Policies note under the captions for each of the funds in-scope financial instruments and transactions.
Investment Valuations Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no
42
Notes to Financial Statements continued
trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the funds investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the funds valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investments value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the funds net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the funds net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the funds net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the funds assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The funds assessment of the significance of a particular input to the fair value measurement in its entirety requires
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Notes to Financial Statements continued
judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the advisers own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2018 in valuing the funds assets or liabilities:
Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity Securities | $264,379 | $5,478 | $462,498 | $732,355 | ||||||||||||
U.S. Treasury Bonds & U.S. Government Agency & Equivalents |
| 44,390,118 | | 44,390,118 | ||||||||||||
Non-U.S. Sovereign Debt | | 65,682,162 | | 65,682,162 | ||||||||||||
Municipal Bonds | | 267,716 | | 267,716 | ||||||||||||
U.S. Corporate Bonds | | 252,753,739 | | 252,753,739 | ||||||||||||
Residential Mortgage-Backed Securities | | 22,373,601 | | 22,373,601 | ||||||||||||
Asset-Backed Securities (including CDOs) | | 9,225,468 | | 9,225,468 | ||||||||||||
Foreign Bonds | | 98,523,074 | | 98,523,074 | ||||||||||||
Floating Rate Loans | | 1,187,959 | | 1,187,959 | ||||||||||||
Mutual Funds | 7,352,696 | | | 7,352,696 | ||||||||||||
Total | $7,617,075 | $494,409,315 | $462,498 | $502,488,888 | ||||||||||||
Other Financial Instruments | ||||||||||||||||
Futures Contracts Assets | $753,341 | $ | $ | $753,341 | ||||||||||||
Futures Contracts Liabilities | (92,644 | ) | | | (92,644 | ) | ||||||||||
Forward Foreign Currency Exchange Contracts Assets | | 1,286,709 | | 1,286,709 | ||||||||||||
Forward Foreign Currency Exchange Contracts Liabilities | | (25,442 | ) | | (25,442 | ) |
For further information regarding security characteristics, see the Portfolio of Investments.
The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.
Equity Securities | ||||
Balance as of 10/31/17 | $462,498 | |||
Change in unrealized appreciation or depreciation |
0 | |||
Balance as of 10/31/18 | $462,498 |
The net change in unrealized appreciation or depreciation from investments held as level 3 at October 31, 2018 is $0. At October 31, 2018, the fund held one level 3 security.
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Notes to Financial Statements continued
Foreign Currency Translation Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Derivatives The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivatives original cost.
The derivative instruments used by the fund during the period were futures contracts, purchased options, and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The funds period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2018 as reported in the Statement of Assets and Liabilities:
Fair Value (a) | ||||||||||
Risk | Derivative Contracts | Asset Derivatives | Liability Derivatives | |||||||
Interest Rate | Interest Rate Futures | $753,341 | $(92,644 | ) | ||||||
Foreign Exchange | Forward Foreign Currency Exchange | 1,286,709 | (25,442 | ) | ||||||
Total | $2,040,050 | $ | (118,086 | ) |
(a) | Values presented in this table for futures contracts correspond to the values reported in the funds Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the funds Statement of Assets and Liabilities. |
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Notes to Financial Statements continued
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2018 as reported in the Statement of Operations:
Risk | Futures Contracts |
Forward Foreign Currency Exchange Contracts |
Investments (Purchased Options) |
|||||||||
Interest Rate | $2,554,106 | $ | $(59,875 | ) | ||||||||
Foreign Exchange | | 1,226,584 | | |||||||||
Total | $2,554,106 | $1,226,584 | $(59,875 | ) |
The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2018 as reported in the Statement of Operations:
Risk | Futures Contracts |
Forward Foreign Currency Exchange Contracts |
||||||
Interest Rate | $(174,745 | ) | $ | |||||
Foreign Exchange | | 939,755 | ||||||
Total | $(174,745 | ) | $939,755 |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the funds credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the funds custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party
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Notes to Financial Statements continued
to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the funds collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in Interest expense and fees in the Statement of Operations.
Purchased Options The fund purchased put options for a premium. Purchased put options entitle the holder to sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the funds exposure to an underlying instrument.
The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.
Whether or not the option is exercised, the funds maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the funds exposure to the counterparty under such ISDA Master Agreement.
Futures Contracts The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchanges clearinghouse guarantees payments to the broker, there is still counterparty
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Notes to Financial Statements continued
credit risk due to the insolvency of the broker. The funds maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Forward Foreign Currency Exchange Contracts The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the funds currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the funds portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.
Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the funds maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the funds exposure to the counterparty under such ISDA Master Agreement.
Loans and Other Direct Debt Instruments The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.
Statement of Cash Flows Information on financial transactions which have been settled through the receipt or disbursement of cash is presented in the Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows is the amount included within the funds Statement of Assets and Liabilities and includes cash on hand at its custodian bank and does not include any short-term investments.
Indemnifications Under the funds organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain
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Notes to Financial Statements continued
indemnification clauses. The funds maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.
The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a To Be Announced (TBA) or forward commitment transaction with delivery or payment to occur at a later date beyond the normal settlement period. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the funds net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may
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Notes to Financial Statements continued
arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contracts terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.
To mitigate this risk of loss on TBA securities and other types of forward settling mortgage-backed securities, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (MSFTA) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the funds credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
For mortgage-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and one amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the funds collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
Tax Matters and Distributions The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The funds federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the funds tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. The fund seeks to pay monthly distributions based on an annual rate of 8.00% of the funds average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital or, to the extent the fund has long-term gains and a capital loss carryforward, distributions of current year long-term gains may be recharacterized as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their
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Notes to Financial Statements continued
tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to defaulted bonds, amortization and accretion of debt securities, straddle loss deferrals, and derivative transactions.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
Year ended 10/31/18 |
Year ended 10/31/17 |
|||||||
Ordinary income (including any short-term capital gains) |
$20,316,659 | $22,369,283 | ||||||
Tax return of capital (b) | 14,918,250 | 16,197,777 | ||||||
Total distributions | $35,234,909 | $38,567,060 |
(b) | Distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital. |
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/18 | ||||
Cost of investments | $530,706,640 | |||
Gross appreciation | 2,114,091 | |||
Gross depreciation | (28,409,879 | ) | ||
Net unrealized appreciation (depreciation) | $(26,295,788 | ) | ||
Capital loss carryforwards | (13,130,366 | ) | ||
Other temporary differences | (263,739 | ) |
As of October 31, 2018, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
Short-Term | $(3,568,847 | ) | ||
Long-Term | (9,561,519 | ) | ||
Total | $(13,130,366 | ) |
(3) Transactions with Affiliates
Investment Adviser The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.34% of the funds average daily net assets and 5.40% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. The management fee, from net assets and gross income, incurred for the year ended October 31, 2018 was equivalent to an annual effective rate of 0.64% of the funds average daily net assets.
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Notes to Financial Statements continued
Transfer Agent The fund engages Computershare Trust Company, N.A. (Computershare) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2018, these fees paid to MFSC amounted to $32,519.
Administrator MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2018 was equivalent to an annual effective rate of 0.0169% of the funds average daily net assets.
Trustees and Officers Compensation The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS and MFSC.
Prior to December 31, 2001, the fund had an unfunded defined benefit plan (DB plan) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. Effective January 1, 2002, accrued benefits under the DB plan for then-current independent Trustees who continued were credited to an unfunded retirement deferral plan (the Retirement Deferral plan), which was established for and exists solely with respect to these credited amounts, and is not available for other deferrals by these or other independent Trustees. Although the Retirement Deferral plan is unfunded, amounts deferred under the plan are periodically adjusted for investment experience as if they had been invested in shares of the fund. The DB plan resulted in a pension expense of $9,296 and the Retirement Deferral plan resulted in an expense of $551. Both amounts are included in Independent Trustees compensation in the Statement of Operations for the year ended October 31, 2018. The liability for deferred retirement benefits payable to those former independent Trustees under both plans amounted to $50,504 at October 31, 2018, and is included in Payable for independent Trustees compensation in the Statement of Assets and Liabilities.
Other This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended October 31, 2018, the fee paid by the fund under this agreement was $707 and is included in Miscellaneous expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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Notes to Financial Statements continued
The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.
(4) Portfolio Securities
For the year ended October 31, 2018, purchases and sales of investments, other than short-term obligations, were as follows:
Purchases | Sales | |||||||
U.S. Government securities | $27,154,395 | $55,995,344 | ||||||
Non-U.S. Government securities | $218,220,964 | $228,696,069 |
(5) Shares of Beneficial Interest
The funds Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest. The fund repurchased 3,490,222 shares of beneficial interest during the year ended October 31, 2018 at an average price per share of $5.82 and a weighted average discount of 9.08% per share. The fund repurchased 4,216,305 shares of beneficial interest during the year ended October 31, 2017 at an average price per share of $6.10 and a weighted average discount of 8.70% per share. Transactions in fund shares were as follows:
Year ended 10/31/18 |
Year ended 10/31/17 |
|||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Capital shares reacquired | (3,490,222 | ) | $(20,317,818 | ) | (4,216,305 | ) | $(25,726,141 | ) |
(6) Loan Agreement
The fund has a credit agreement with a bank for a revolving secured line of credit that can be drawn upon up to $100,000,000. At October 31, 2018, the fund had outstanding borrowings under this agreement in the amount of $100,000,000, which are secured by a lien on the funds assets. The loans carrying value in the funds Statement of Assets and Liabilities approximates its fair value. The loan value as of the reporting date is considered level 2 under the fair value hierarchy. The credit agreement matures on August 19, 2019. Borrowings under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR plus an agreed upon spread or an alternate rate, at the option of the borrower, stated as the greater of the banks prime rate, the daily one month LIBOR plus an agreed upon spread, or the Overnight Federal Funds Rate plus an agreed upon spread. The fund incurred interest expense of $2,330,403 during the period, which is included in Interest expense and fees in the Statement of Operations. The fund may also be charged a commitment fee based on the average daily unused portion of the line of credit. The fund did not incur a commitment fee during the period. For the year ended October 31, 2018, the average loan balance was $100,000,000 at a weighted average annual interest rate of 2.33%. The fund is subject to certain covenants including, but not limited to, requirements with respect to asset coverage, portfolio diversification and liquidity.
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Notes to Financial Statements continued
(7) Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
Affiliated Issuers | Beginning Shares/Par Amount |
Acquisitions Shares/Par Amount |
Dispositions Shares/Par Amount |
Ending Shares/Par Amount |
||||||||||||||||
MFS Institutional Money Market Portfolio | 9,285,804 | 139,875,183 | (141,807,556 | ) | 7,353,431 | |||||||||||||||
Affiliated Issuers | Realized Gain (Loss) |
Change in Unrealized Appreciation/ Depreciation |
Capital Gain Distributions |
Dividend Income |
Ending Value |
|||||||||||||||
MFS Institutional Money Market Portfolio | $1,538 | $(465 | ) | $ | $134,143 | $7,352,696 |
(8) Legal Proceedings
In May 2015, the Motors Liquidation Company Avoidance Action Trust (hereafter, AAT) served upon the fund a complaint in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of New York, captioned Motors Liquidation Company Avoidance Action Trust v. JPMorgan Chase Bank, N.A., et al. (No. 09-00504 (REG)). The complaint, which was originally filed in 2009 but not served on the fund until 2015, names as defendants over 500 entities (including the fund) that held an interest in a $1.5 billion General Motors (GM) term loan in 2009, when GM filed for bankruptcy. The AAT alleges that the fund and the other term loan lenders were improperly treated as secured lenders with respect to the term loan shortly before and immediately after GMs bankruptcy, receiving full principal and interest payments under the loan. The AAT alleges that the fund and other term loan lenders should have been treated as unsecured (or partially unsecured) creditors because the main lien securing the collateral was allegedly not perfected at the time of GMs bankruptcy due to an erroneous filing in October 2008 that terminated the financing statement perfecting the lien. The AAT seeks to claw back payments made to the fund and the other term loan lenders after, and during the 90 days before, GMs June 2009 bankruptcy petition. During that time period, the fund received term loan payments of approximately $750,000. The fund cannot predict the outcome of this proceeding. Among other things, it is unclear whether the AATs claims will succeed; what the fund would be entitled to as an unsecured (or partially unsecured) creditor, given the existence of other collateral not impacted by the erroneous October 2008 filing; whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability; and the degree to which the fund may be entitled to indemnification from a third party for any amount required to be disgorged. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.
54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of MFS Multimarket Income Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of MFS Multimarket Income Trust (the Fund), including the portfolio of investments, as of October 31, 2018, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Funds internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included
55
Report of Independent Registered Public Accounting Firm continued
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more MFS investment companies since 1993.
Boston, Massachusetts
December 14, 2018
56
RESULTS OF SHAREHOLDER MEETING
(unaudited)
At the annual meeting of shareholders of MFS Multimarket Income Trust, which was held on October 4, 2018, the following action was taken:
Item 1: To elect the following individuals as Trustees:
Number of Shares | ||||||||
Nominee |
For | Withheld Authority |
||||||
John A. Caroselli | 50,259,203.341 | 1,124,406.564 | ||||||
Clarence Otis, Jr. | 50,245,969.341 | 1,137,640.564 | ||||||
Robin A. Stelmach | 50,244,462.183 | 1,139,147.722 |
57
TRUSTEES AND OFFICERS IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of December 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age |
Position(s) with Fund |
Trustee/ Officer Since (h) |
Term Expiring |
Number |
Principal During the Past Five Years |
Other Directorships Past Five | ||||||
INTERESTED TRUSTEES | ||||||||||||
Robert J. Manning (k) (age 55) |
Trustee | February 2004 | 2019 | 135 | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | N/A | ||||||
Robin A. Stelmach (k) (age 57) |
Trustee | January 2014 | 2021 | 135 | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | N/A | ||||||
INDEPENDENT TRUSTEES | ||||||||||||
John P. Kavanaugh (age 64) |
Trustee and Chair of Trustees | January 2009 | 2020 | 135 | Private investor | N/A | ||||||
Steven E. Buller (age 67) |
Trustee | February 2014 | 2020 | 135 | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | N/A |
58
Trustees and Officers continued
Name, Age |
Position(s) with Fund |
Trustee/ Officer Since (h) |
Term Expiring |
Number |
Principal During the Past Five Years |
Other Directorships Past Five | ||||||
John A. Caroselli (age 64) |
Trustee | March 2017 | 2021 | 135 | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | N/A | ||||||
Maureen R. Goldfarb (age 63) |
Trustee | January 2009 | 2019 | 135 | Private investor | N/A | ||||||
Michael Hegarty (age 73) |
Trustee | December 2004 | 2020 | 135 | Private investor | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) | ||||||
Clarence Otis, Jr. (age 62) |
Trustee | March 2017 | 2021 | 135 | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) | ||||||
Maryanne L. Roepke (age 62) |
Trustee | May 2014 | 2019 | 135 | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | N/A | ||||||
Laurie J. Thomsen (age 61) |
Trustee | March 2005 | 2019 | 135 | Private investor | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
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Trustees and Officers continued
Name, Age |
Position(s) with Fund |
Trustee/Officer Since (h) |
Term Expiring |
Number
of |
Principal | |||||
OFFICERS | ||||||||||
Christopher R. Bohane (k) (age 44) |
Assistant Secretary and Assistant Clerk | July 2005 | N/A | 135 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | |||||
Kino Clark (k) (age 50) |
Assistant Treasurer | January 2012 | N/A | 135 | Massachusetts Financial Services Company, Vice President | |||||
John W. Clark, Jr. (k) (age 51) |
Assistant Treasurer | April 2017 | N/A | 135 | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head Treasurers Office (until February 2017) | |||||
Thomas H. Connors (k) (age 59) |
Assistant Secretary and Assistant Clerk | September 2012 | N/A | 135 | Massachusetts Financial Services Company, Vice President and Senior Counsel | |||||
Ethan D. Corey (k) (age 55) |
Assistant Secretary and Assistant Clerk | July 2005 | N/A | 135 | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | |||||
David L. DiLorenzo (k) (age 50) |
President | July 2005 | N/A | 135 | Massachusetts Financial Services Company, Senior Vice President | |||||
Heidi W. Hardin (k) (age 51) |
Secretary and Clerk | April 2017 | N/A | 135 | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
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Trustees and Officers continued
Name, Age |
Position(s) with Fund |
Trustee/Officer Since (h) |
Term Expiring |
Number
of |
Principal | |||||
Brian E. Langenfeld (k) (age 45) |
Assistant Secretary and Assistant Clerk | June 2006 | N/A | 135 | Massachusetts Financial Services Company, Vice President and Senior Counsel | |||||
Amanda S. Mooradian (k) (age 39) |
Assistant Secretary and Assistant Clerk | September 2018 | N/A | 135 | Massachusetts Financial Services Company, Assistant Vice President and Counsel | |||||
Susan A. Pereira (k) (age 48) |
Assistant Secretary and Assistant Clerk | July 2005 | N/A | 135 | Massachusetts Financial Services Company, Vice President and Senior Counsel | |||||
Kasey L. Phillips (k) (age 47) |
Assistant Treasurer | September 2012 | N/A | 135 | Massachusetts Financial Services Company, Vice President | |||||
Matthew A. Stowe (k) (age 44) |
Assistant Secretary and Assistant Clerk | October 2014 | N/A | 135 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | |||||
Frank L. Tarantino (age 74) |
Independent Senior Officer |
June 2004 | N/A | 135 | Tarantino LLC (provider of compliance services), Principal | |||||
Richard S. Weitzel (k) (age 48) |
Assistant Secretary and Assistant Clerk | October 2007 | N/A | 135 | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | |||||
Martin J. Wolin (k) (age 51) |
Chief Compliance Officer | July 2015 | N/A | 135 | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | |||||
James O. Yost (k) (age 58) |
Treasurer | September 1990 | N/A | 135 | Massachusetts Financial Services Company, Senior Vice President |
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Trustees and Officers continued
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., public companies). |
(k) | Interested person of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees is currently divided into three classes, each having a term of three years which term expires on the date of the third annual meeting following the election to office of the Trustees class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death, resignation, retirement or removal. Under the terms of the Boards retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trusts Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
Investment Adviser | Custodian | |
Massachusetts Financial Services Company | State Street Bank and Trust Company | |
111 Huntington Avenue Boston, MA 02199-7618 |
1 Lincoln Street Boston, MA 02111-2900 | |
Portfolio Manager(s) | Independent Registered Public Accounting Firm | |
Robert Spector |
Ernst & Young LLP | |
Ward Brown | 200 Clarendon Street | |
David Cole | Boston, MA 02116 | |
Pilar Gomez-Bravo | ||
Robert Persons | ||
Matt Ryan | ||
Michael Skatrud | ||
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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (independent) Trustees, voting separately, annually approve the continuation of the Funds investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2018 (contract review meetings) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the MFS Funds). The independent Trustees were assisted in their evaluation of the Funds investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (Broadridge), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2017 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the Broadridge performance universe), (ii) information provided by Broadridge on the Funds advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the Broadridge expense group), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee breakpoints are observed for the Fund, (v) information regarding MFS financial results and financial condition, including MFS and certain of its affiliates estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS institutional business, (vi) MFS views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS senior management and other personnel providing investment advisory, administrative and other services to the Fund and the
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Board Review of Investment Advisory Agreement continued
other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Funds total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Funds common shares in comparison to the performance of funds in its Broadridge performance universe over the three-year period ended December 31, 2017, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Funds common shares ranked 16th out of a total of 25 funds in the Broadridge performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Funds common shares ranked 22nd out of a total of 30 funds for the one-year period and 14th out of a total of 21 funds for the five-year period ended December 31, 2017. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and other funds in its Broadridge performance universe, the Trustees also reviewed the Funds performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for each of the one-, three- and five-year periods ended December 31, 2017 (one-year: 7.9% total return for the Fund versus 7.6% total return for the benchmark; three-year: 6.1% total return for the Fund versus 5.3% total return for the benchmark; five-year: 5.4% total return for the Fund versus 4.3% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Funds performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS responses and efforts relating to investment performance.
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Board Review of Investment Advisory Agreement continued
In assessing the reasonableness of the Funds advisory fee, the Trustees considered, among other information, the Funds advisory fee and the total expense ratio of the Funds common shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Funds last fiscal year), the Funds effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (separate accounts) and unaffiliated investment companies for which MFS serves as subadviser (subadvised funds) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds.
The Trustees considered that, as a closed-end fund, the Fund is unlikely to experience meaningful asset growth. As a result, the Trustees did not view the potential for realization of economies of scale as the Funds assets grow to be a material factor in their deliberations. The Trustees noted that they would consider economies of scale in the future in the event the Fund experiences significant asset growth, such as through an offering of preferred shares (which is not currently contemplated), or a material increase in the market value of the Funds portfolio securities.
The Trustees also considered information prepared by MFS relating to MFS costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of
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Board Review of Investment Advisory Agreement continued
certain other services MFS performs or arranges for on the Funds behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called fall-out benefits to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Funds portfolio brokerage commissions.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Funds investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2018.
66
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SECs Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SECs Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The funds Form N-Q is available on the SECs website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the funds fiscal year at mfs.com/closedendfunds by choosing the funds name and then selecting the Resources tab and clicking on Prospectus and Reports.
From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/closedendfunds by choosing the funds name.
Additional information about the fund (e.g. performance, dividends and the funds price history) is also available by clicking on the funds name under Closed-End Funds in the Products section of mfs.com.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trusts By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The fund will notify shareholders of amounts for use in preparing 2018 income tax forms in January 2019.
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rev. 3/16
|
WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
Social Security number and account balances Account transactions and transaction history Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information |
Does
MFS share? |
Can you limit this sharing? | ||
For our everyday business purposes such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No | ||
For our marketing purposes to offer our products and services to you |
No | We dont share | ||
For joint marketing with other financial companies |
No | We dont share | ||
For our affiliates everyday business purposes information about your transactions and experiences |
No | We dont share | ||
For our affiliates everyday business purposes information about your creditworthiness |
No | We dont share | ||
For nonaffiliates to market to you | No | We dont share |
Questions? | Call 800-225-2606 or go to mfs.com. |
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Page 2 |
Who we are | ||
Who is providing this notice? | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
What we do | ||
How does MFS protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. | |
How does MFS collect my personal information? | We collect your personal information, for example, when you
open an account or provide account information direct us to buy securities or direct us to sell your securities make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why cant I limit all sharing? | Federal law gives you the right to limit only
sharing for affiliates everyday business purposes information about your creditworthiness affiliates from using your information to market to you sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | ||
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. | |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies.
MFS does not share with nonaffiliates so they can market to you. | |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
MFS doesnt jointly market. |
Other important information | ||
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
69
TRANSFER AGENT, REGISTRAR, AND
DIVIDEND DISBURSING AGENT
CALL
1-800-637-2304
9 a.m. to 5 p.m. Eastern time
WRITE
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
New York Stock Exchange Symbol: MMT
ITEM 2. | CODE OF ETHICS. |
The Registrant has adopted a Code of Ethics (the Code) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrants principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Codes definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.
A copy of the Code is filed as an exhibit to this Form N-CSR.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Messrs. Steven E. Buller and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of audit committee financial expert as such term is defined in Form N-CSR. In addition, Messrs. Buller and Otis and Ms. Roepke are independent members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Items 4(a) through 4(d) and 4(g):
The Board of Trustees has appointed Ernst & Young LLP (E&Y) to serve as independent accountants to the Registrant (hereinafter the Registrant or the Fund). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Funds investment adviser, Massachusetts Financial Services Company (MFS) and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (MFS Related Entities).
For the fiscal years ended October 31, 2018 and 2017, audit fees billed to the Fund by E&Y were as follows:
Audit Fees | ||||||||
2018 | 2017 | |||||||
Fees billed by E&Y: |
||||||||
MFS Multimarket Income Trust |
57,913 | 57,014 |
For the fiscal years ended October 31, 2018 and 2017, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:
Audit-Related Fees1 | Tax Fees2 | All Other Fees3 | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Fees billed by E&Y: |
||||||||||||||||||||||||
To MFS Multimarket Income Trust |
11,608 | 11,027 | 10,676 | 10,452 | 1,142 | 1,167 | ||||||||||||||||||
Audit-Related Fees1 | Tax Fees2 | All Other Fees3 | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Fees billed by E&Y: |
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To MFS and MFS Related Entities of MFS Multimarket Income Trust* |
1,728,076 | 1,603,983 | 0 | 0 | 34,150 | 101,450 |
Aggregate Fees for Non-audit Services |
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2018 | 2017 | |||||||
Fees Billed by E&Y: |
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To MFS Multimarket Income Trust, MFS and MFS Related Entities# |
1,983,352 | 1,860,079 |
* | This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex). |
# | This amount reflects the aggregate fees billed by E&Y for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities. |
1 | The fees included under Audit-Related Fees are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews. |
2 | The fees included under Tax Fees are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis. |
3 | The fees included under All Other Fees are fees for products and services provided by E&Y other than those reported under Audit Fees, Audit-Related Fees and Tax Fees, including fees for services related to review of internal controls and review of Rule 38a-1 compliance program. |
Item 4(e)(1):
Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:
To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.
Item 4(e)(2):
None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).
Item 4(f):
Not applicable.
Item 4(h):
The Registrants Audit Committee has considered whether the provision by a Registrants independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrants principal auditors.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Messrs. Steven E. Buller and Clarence Otis, Jr. and Ms. Maryanne L. Roepke.
ITEM 6. | SCHEDULE OF INVESTMENTS |
A schedule of investments of the Registrant is included as part of the report to shareholders of the Registrant under Item 1 of this Form N-CSR.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
A copy of the proxy voting policies and procedures are attached hereto as EX-99.PROXYPOL.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Portfolio Manager(s)
Information regarding the portfolio manager(s) of the MFS Multimarket Income Trust (the Fund) is set forth below. Each portfolio manager is primarily responsible for the day-to-day management of the Fund.
Michael Skatrud became a portfolio manager of the Fund on March 1, 2018. Effective June 30, 2018, Richard Hawkins was no longer a portfolio manager of the Fund. Effective September 1, 2018, William Adams was no longer a portfolio manager of the Fund.
Portfolio Manager |
Primary Role |
Since | Title and Five Year History | |||
Robert Spector | Co-Lead Portfolio Manager | 2017 | Investment Officer of MFS; employed in the investment area of MFS since 2011 | |||
Ward Brown | Emerging Markets Debt Instruments Portfolio Manager | 2012 | Investment Officer of MFS; employed in the investment area of MFS since 2005 | |||
David Cole | Below Investment Grade Debt Instruments Portfolio Manager | 2006 | Investment Officer of MFS; employed in the investment area of MFS since 2004 | |||
Pilar Gomez-Bravo | Debt Instruments Portfolio Manager | 2013 | Investment Officer of MFS; employed in the investment area of MFS since 2013; Managing Director of Imperial Capital from May 2012 to March 2013; Portfolio Manager and Head of Research of Negentropy Capital from June 2011 to April 2012 | |||
Robert Persons | Investment Grade Debt Instruments Portfolio Manager | 2013 | Investment Officer of MFS; employed in the investment area of MFS since 2000 | |||
Matt Ryan | Emerging Markets Debt Instruments Portfolio Manager | 2004 | Investment Officer of MFS; employed in the investment area of MFS since 1997 | |||
Michael Skatrud | Below Investment Grade Debt Instruments Portfolio Manager | March 2018 | Investment Officer of MFS; Employed in the investment area of MFS since May 2013; High Yield analyst at Columbia Management from June 2009 to April 2013 |
Compensation
MFS philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.
MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2017, portfolio manager total cash compensation is a combination of base salary and performance bonus:
Base Salary Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.
Performance Bonus Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.
The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.
The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategys investment horizon. The fixed-length time periods include the portfolio managers full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (benchmarks). As of December 31, 2017, the following benchmarks were used to measure the following portfolio managers performance for the Fund:
Fund |
Portfolio Manager |
Benchmark(s) | ||
MFS Multimarket Income Trust |
Robert Spector | Bloomberg Barclays Global Aggregate Credit Bond Index JP Morgan Emerging Markets Bond Index Global Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclays U.S. Government/Mortgage Bond Index | ||
Ward Brown |
JPMorgan Emerging Markets Bond Index Global | |||
David Cole |
Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index | |||
Pilar Gomez-Bravo |
Bloomberg Barclays Global Aggregate Credit Bond Index JPMorgan Emerging Markets Bond Index Global Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclays U.S. Government/Mortgage Bond Index | |||
Robert Persons |
Bloomberg Barclays Global Aggregate Credit Bond Index | |||
Matt Ryan |
JPMorgan Emerging Markets Bond Index Global | |||
Michael Skatrud1 |
Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index |
1 | Information is as of March 1, 2018. |
Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.
The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and managements assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).
The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.
MFS Equity Plan Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.
Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio managers compensation depends upon the length of the individuals tenure at MFS and salary level, as well as other factors.
Ownership of Fund Shares
The following table shows the dollar range of equity securities of the Fund beneficially owned by the Funds portfolio manager(s) as of the Funds fiscal year ended October 31, 2018. The following dollar ranges apply:
N. None
A. $1 $10,000
B. $10,001 $50,000
C. $50,001 $100,000
D. $100,001 $500,000
E. $500,001 $1,000,000
F. Over $1,000,000
Name of Portfolio Manager |
Dollar Range of Equity Securities in Fund | |
Robert Spector | N | |
Ward Brown | N | |
David Cole | N | |
Pilar Gomez-Bravo | N | |
Robert Persons | N | |
Matt Ryan | N | |
Michael Skatrud | N |
Other Accounts
In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Funds fiscal year ended October 31, 2018:
Registered Investment Companies* |
Other Pooled Investment Vehicles |
Other Accounts | ||||||||||||||||||||||
Name |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets | Number of Accounts |
Total Assets | ||||||||||||||||||
Robert Spector |
5 | $ | 4.2 billion | 9 | $ | 4.5 billion | 47 | $ | 2.3 billion | |||||||||||||||
Ward Brown |
7 | $ | 10.6 billion | 5 | $ | 3.0 billion | 3 | $ | 1.2 billion | |||||||||||||||
David Cole |
12 | $ | 7.7 billion | 4 | $ | 1.3 billion | 1 | $ | 42.4 million | |||||||||||||||
Pilar Gomez-Bravo |
5 | $ | 4.2 billion | 4 | $ | 2.7 billion | 3 | $ | 737.6 million | |||||||||||||||
Robert Persons |
17 | $ | 28.5 billion | 9 | $ | 3.8 billion | 7 | $ | 973.0 million | |||||||||||||||
Matt Ryan |
9 | $ | 11.1 billion | 6 | $ | 3.5 billion | 3 | $ | 1.2 billion | |||||||||||||||
Michael Skatrud |
11 | $ | 7.7 billion | 5 | $ | 749.9 million | 1 | $ | 42.4 million |
* | Includes the Fund. |
Advisory fees are not based upon performance of any of the accounts identified in the table above.
Potential Conflicts of Interest
MFS seeks to identify potential conflicts of interest resulting from a portfolio managers management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.
The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Funds portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS trade allocation policies may give rise to conflicts of interest if the Funds orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Funds investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.
When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.
MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
MFS Multimarket Income Trust
Period |
(a) Total number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs |
||||||||||||
11/01/17-11/30/17 |
848,782 | 6.11 | 848,782 | 6,220,264 | ||||||||||||
12/01/17-12/31/17 |
103,651 | 6.10 | 103,651 | 6,116,613 | ||||||||||||
1/01/18-1/31/18 |
341,858 | 6.01 | 341,858 | 5,774,755 | ||||||||||||
2/01/18-2/28/18 |
433,844 | 5.82 | 433,844 | 5,340,911 | ||||||||||||
3/01/18-3/31/18 |
279,033 | 5.78 | 279,033 | 5,061,878 | ||||||||||||
4/01/18-4/30/18 |
206,422 | 5.77 | 206,422 | 4,855,456 | ||||||||||||
5/01/18-5/31/18 |
260,131 | 5.68 | 260,131 | 4,595,325 | ||||||||||||
6/01/18-6/30/18 |
56,000 | 5.63 | 56,000 | 4,539,325 | ||||||||||||
7/01/18-7/31/18 |
235,000 | 5.62 | 235,000 | 4,304,325 | ||||||||||||
8/01/18-8/31/18 |
262,708 | 5.64 | 262,708 | 4,041,617 | ||||||||||||
9/01/18-9/30/18 |
148,330 | 5.64 | 148,330 | 3,893,287 | ||||||||||||
10/1/18-10/31/18 |
314,463 | 5.37 | 314,463 | 6,437,007 | ||||||||||||
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Total |
3,490,222 | 5.82 | 3,490,222 | |||||||||||||
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Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrants outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2018 plan year is 6,751,470.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrants Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.
ITEM 11. | CONTROLS AND PROCEDURES. |
(a) | Based upon their evaluation of the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)) as conducted within 90 days of the filing date of this Form N-CSR, the registrants principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. |
(b) | There were no changes in the registrants internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter covered by the report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
During the fiscal year ending October 31, 2018, there were no fees or income related to securities lending activities of the Registrant.
ITEM 13. | EXHIBITS. |
(a) | (1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE. | |
(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT. | ||
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable. | ||
(4) Change in the registrants independent public accountant. Not applicable. | ||
(c) | If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed filed for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT. |
(c) | Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL. |
(d) | Notices to Trusts common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1. Attached hereto as EX-99.19a-1. |
Notice
A copy of the Amended and Restated Declaration of Trust of the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.
SIGNATURES
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: MFS MULTIMARKET INCOME TRUST
By (Signature and Title)* | DAVID L. DILORENZO | |
David L. DiLorenzo, President |
Date: December 14, 2018
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)* | DAVID L. DILORENZO | |
David L. DiLorenzo, President (Principal Executive Officer) |
Date: December 14, 2018
By (Signature and Title)* | JAMES O. YOST | |
James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: December 14, 2018
* | Print name and title of each signing officer under his or her signature. |