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 811-05822
MFS CHARTER 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: November 30
Date of reporting period: May 31, 2018
ITEM 1. | REPORTS TO STOCKHOLDERS. |
Semiannual Report
May 31, 2018
MFS® Charter Income Trust
MCR-SEM
MANAGED DISTRIBUTION POLICY DISCLOSURE
The MFS Charter 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 the remainder of 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: MCR
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 a measurable uptick in market volatility a departure from the
low-volatility environment that prevailed for much of 2017. In recent months, against this backdrop, global markets have given back some of the strong gains recorded during 2017 and early 2018. Global economic growth remains healthy, notwithstanding signs of a modest slowdown over the past few months, particularly in Europe.
Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. Newly
enacted U.S. tax reforms have been welcomed by equity markets, while emerging market economies have benefited from the solid macroeconomic backdrop.
Around the world, inflation remains largely subdued, but tight labor markets and solid global demand have investors on the lookout for its potential resurgence. Increased U.S. protectionism is also a growing concern, as investors fear that trade disputes could disrupt the synchronized rise in global growth.
As a global investment manager, MFS® strives to create long-term value and protect capital for clients through an active approach and an investment platform built on nearly a century of expertise. To make that long-term value meaningful for clients, we work to align with you on our beliefs, your needs and the time it takes to deliver on your desired outcomes.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
July 16, 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.
1
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 any 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 May 31, 2018.
The portfolio is actively managed and current holdings may be different.
3
Portfolio Manager | Primary Role | Since | Title and Five Year History | |||
Richard Hawkins | Co-Lead Portfolio Manager |
2004 | Investment Officer of MFS; employed in the investment management area of MFS since 1988. | |||
Robert Spector | Co-Lead and Global Debt Instruments |
2015 | Investment Officer of MFS; employed in the investment management area of MFS since 2011. | |||
William Adams | Below Investment Grade Debt Instruments Portfolio Manager |
2011 | Investment Officer of MFS; employed in the investment management area of MFS since 2009. | |||
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. | |||
Joshua Marston | Structured Securities Portfolio Manager |
2012 | Investment Officer of MFS; employed in the investment management area of MFS since 1999. | |||
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 Portfolio Manager |
2018 | Investment Officer of MFS; employed in the investment management area of MFS since 2013. | |||
Erik Weisman | Sovereign Debt Obligations Portfolio Manager |
2012 | Investment Officer of MFS; employed in the investment management area of MFS since 2002. |
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 will no longer be a Portfolio Manager of the Fund.
4
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 monthly distributions may include a return of capital to shareholders to the extent that the funds net investment income and net capital gains, determined in accordance with federal income tax regulations, are insufficient to meet the funds target annual distribution rate. Distributions that are treated for federal income tax purposes as a return of capital will reduce each shareholders basis in his or her shares and, to the extent the return of capital exceeds such basis, will be treated as gain to the shareholder from a sale of shares. It may also result in a recharacterization of what economically represents a return of capital to ordinary income in those situations where a fund has long term capital gains and a capital loss carryforward. Returns of shareholder capital may have the effect of reducing the funds assets and increasing the funds expense ratio.
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.
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.
5
5/31/18 (unaudited)
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Bonds - 120.2% | ||||||||
Issuer | Shares/Par | Value ($) | ||||||
Aerospace - 1.2% | ||||||||
Dae Funding LLC, 5%, 8/01/2024 (n) | $ | 1,535,000 | $ | 1,446,738 | ||||
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027 (n) | 140,000 | 133,561 | ||||||
KLX, Inc., 5.875%, 12/01/2022 (n) | 1,180,000 | 1,233,100 | ||||||
L3 Technologies, Inc., 3.85%, 6/15/2023 | 213,000 | 213,125 | ||||||
Lockheed Martin Corp., 3.55%, 1/15/2026 | 263,000 | 260,522 | ||||||
Transdigm Holdings UK PLC, 6.875%, 5/15/2026 (n) | 260,000 | 265,200 | ||||||
TransDigm, Inc., 6.5%, 7/15/2024 | 925,000 | 943,500 | ||||||
TransDigm, Inc., 6.375%, 6/15/2026 | 635,000 | 638,175 | ||||||
|
|
|||||||
$ | 5,133,921 | |||||||
Airlines - 0.2% | ||||||||
Ryanair Ltd., 1.125%, 3/10/2023 | EUR | 600,000 | $ | 712,352 | ||||
Apparel Manufacturers - 0.1% | ||||||||
Coach, Inc., 4.125%, 7/15/2027 | $ | 385,000 | $ | 372,661 | ||||
Asset-Backed & Securitized - 2.3% | ||||||||
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.568% (LIBOR-1mo. + 1.6%), 12/28/2040 (z) | $ | 414,969 | $ | 376,524 | ||||
Chesapeake Funding II LLC, 2016-1A, A2, FLR, 3.069% (LIBOR-1mo. + 1.15%), 3/15/2028 (n) | 763,450 | 765,675 | ||||||
Commercial Mortgage Trust, 2015-DC1, A5, 3.35%, 2/10/2048 | 500,000 | 494,274 | ||||||
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p) | 3,484,427 | 365,865 | ||||||
Dryden Senior Loan Fund, 2013-26A, AR, CLO, FLR, 3.248% (LIBOR-3mo. + 0.9%), 4/15/2029 (z) | 592,000 | 591,911 | ||||||
Dryden Senior Loan Fund, 2014-34A, CR, CLO, FLR, 4.497% (LIBOR-3mo. + 2.15%), 10/15/2026 (n) | 255,098 | 254,856 | ||||||
First Union-Lehman Brothers Bank of America, 1.133%, 11/18/2035 (i) | 752,969 | 15,782 | ||||||
Flatiron CLO Ltd., 2013-1A, A2R, FLR, 4.003% (LIBOR-3mo. + 1.65%), 1/17/2026 (n) | 929,626 | 929,596 | ||||||
HarbourView CLO VII Ltd., 7RA, B, FLR, 3.522% (LIBOR-3mo. + 1.7%), 7/18/2031 (z) | 940,000 | 940,000 | ||||||
JPMorgan Chase Commercial Mortgage Trust, 2007-LD11, AM, 6.005%, 6/15/2049 | 557,170 | 566,085 | ||||||
Loomis, Sayles & Co., CLO, 2015-2A, A1R, FLR, 3.253% (LIBOR-3mo. + 0.9%), 4/15/2028 (n) | 2,526,000 | 2,524,694 |
6
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Asset-Backed & Securitized - continued | ||||||||
Octagon Investment Partners XVII Ltd., 2013-1A, BR2, FLR, 3.384% (LIBOR-3mo. + 1.4%), 1/25/2031 (n) | $ | 1,050,000 | $ | 1,050,264 | ||||
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, A5, 3.148%, 5/15/2048 | 768,632 | 751,417 | ||||||
|
|
|||||||
$ | 9,626,943 | |||||||
Automotive - 1.4% | ||||||||
Allison Transmission, Inc., 5%, 10/01/2024 (n) | $ | 2,006,000 | $ | 1,990,955 | ||||
Ferrari N.V., 1.5%, 3/16/2023 | EUR | 350,000 | 414,522 | |||||
General Motors Co., 6.75%, 4/01/2046 | $ | 123,000 | 140,326 | |||||
General Motors Financial Co., Inc., 3.45%, 4/10/2022 | 256,000 | 253,416 | ||||||
General Motors Financial Co., Inc., 4.35%, 1/17/2027 | 129,000 | 126,781 | ||||||
IHO Verwaltungs GmbH, 4.75%, (4.75% cash or 5.5% PIK) 9/15/2026 (n)(p) | 1,230,000 | 1,156,200 | ||||||
Jaguar Land Rover PLC, 4.5%, 10/01/2027 (n) | 215,000 | 190,275 | ||||||
Lear Corp., 3.8%, 9/15/2027 | 238,000 | 227,545 | ||||||
LKQ European Holdings B.V., 3.625%, 4/01/2026 (n) | EUR | 100,000 | 115,333 | |||||
RCI Banque S.A., 1%, 5/17/2023 | 600,000 | 708,978 | ||||||
Volkswagen Bank GmbH, 0.75%, 6/15/2023 | 220,000 | 255,877 | ||||||
Volkswagen International Finance N.V., 2.7%, 12/31/2099 | 100,000 | 117,490 | ||||||
Volkswagen Leasing GmbH, 1.375%, 1/20/2025 | 240,000 | 281,721 | ||||||
|
|
|||||||
$ | 5,979,419 | |||||||
Banks & Diversified Financials (Covered Bonds) - 0.0% | ||||||||
CaixaBank S.A., 1.125%, 1/12/2023 | EUR | 200,000 | $ | 229,304 | ||||
Broadcasting - 2.3% | ||||||||
Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029 | $ | 720,000 | $ | 774,000 | ||||
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030 | 480,000 | 510,240 | ||||||
Match Group, Inc., 6.375%, 6/01/2024 | 1,195,000 | 1,245,788 | ||||||
Meredith Corp., 6.875%, 2/01/2026 (n) | 985,000 | 994,850 | ||||||
Netflix, Inc., 5.875%, 2/15/2025 | 785,000 | 807,647 | ||||||
Netflix, Inc., 4.375%, 11/15/2026 | 400,000 | 376,004 | ||||||
Netflix, Inc., 3.625%, 5/15/2027 | EUR | 775,000 | 897,144 | |||||
Netflix, Inc., 4.875%, 4/15/2028 (n) | $ | 325,000 | 308,783 | |||||
ProSiebenSat.1 Media AG, 2.625%, 4/15/2021 | EUR | 315,000 | 384,333 | |||||
RELX Finance B.V., 1%, 3/22/2024 | 150,000 | 176,805 | ||||||
SES S.A., 1.625%, 3/22/2026 | 200,000 | 233,646 | ||||||
Sinclair Broadcast Group, Inc., 5.125%, 2/15/2027 (n) | $ | 1,285,000 | 1,195,050 | |||||
WMG Acquisition Corp., 5%, 8/01/2023 (n) | 210,000 | 207,375 | ||||||
WMG Acquisition Corp., 4.875%, 11/01/2024 (n) | 1,360,000 | 1,326,000 | ||||||
WMG Acquisition Corp., 5.5%, 4/15/2026 (n) | 225,000 | 222,750 | ||||||
WPP Finance 2016 Co., 1.375%, 3/20/2025 | EUR | 120,000 | 139,971 | |||||
|
|
|||||||
$ | 9,800,386 |
7
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Brokerage & Asset Managers - 0.3% | ||||||||
Charles Schwab Corp., 3.85%, 5/21/2025 | $ | 229,000 | $ | 232,422 | ||||
E*TRADE Financial Corp., 2.95%, 8/24/2022 | 199,000 | 194,193 | ||||||
Intercontinental Exchange, Inc., 2.75%, 12/01/2020 | 178,000 | 177,352 | ||||||
Intercontinental Exchange, Inc., 3.75%, 12/01/2025 | 292,000 | 292,517 | ||||||
TD Ameritrade Holding Corp., 3.3%, 4/01/2027 | 282,000 | 272,588 | ||||||
|
|
|||||||
$ | 1,169,072 | |||||||
Building - 3.0% | ||||||||
ABC Supply Co., Inc., 5.75%, 12/15/2023 (n) | $ | 1,155,000 | $ | 1,170,881 | ||||
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n) | 1,130,000 | 1,110,225 | ||||||
Beacon Escrow Corp., 4.875%, 11/01/2025 (n) | 970,000 | 892,400 | ||||||
Beacon Roofing Supply, Inc., 6.375%, 10/01/2023 | 335,000 | 346,625 | ||||||
CRH America Finance, Inc., 4.5%, 4/04/2048 (n) | 205,000 | 194,230 | ||||||
Elementia S.A. de C.V., 5.5%, 1/15/2025 (n) | 210,000 | 198,713 | ||||||
Gibraltar Industries, Inc., 6.25%, 2/01/2021 | 1,045,000 | 1,052,837 | ||||||
Imerys S.A., 1.5%, 1/15/2027 | EUR | 200,000 | 233,341 | |||||
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n) | $ | 205,000 | 199,106 | |||||
James Hardie International Finance Ltd., 5%, 1/15/2028 (n) | 930,000 | 882,086 | ||||||
Martin Marietta Materials, Inc., 3.45%, 6/01/2027 | 133,000 | 124,513 | ||||||
Martin Marietta Materials, Inc., 3.5%, 12/15/2027 | 179,000 | 167,714 | ||||||
New Enterprise Stone & Lime Co, Inc., 10.125%, 4/01/2022 (n) | 945,000 | 1,004,063 | ||||||
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n) | 731,000 | 734,655 | ||||||
Owens Corning, 4.4%, 1/30/2048 | 175,000 | 151,217 | ||||||
PriSo Acquisition Corp., 9%, 5/15/2023 (n) | 740,000 | 771,450 | ||||||
Standard Industries, Inc., 5.375%, 11/15/2024 (n) | 1,760,000 | 1,729,200 | ||||||
Standard Industries, Inc., 6%, 10/15/2025 (n) | 835,000 | 843,350 | ||||||
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023 | 1,015,000 | 1,025,150 | ||||||
|
|
|||||||
$ | 12,831,756 | |||||||
Business Services - 3.2% | ||||||||
Alliance Data Systems Corp., 5.875%, 11/01/2021 (n) | $ | 1,500,000 | $ | 1,528,125 | ||||
Alliance Data Systems Corp., 5.375%, 8/01/2022 (n) | 685,000 | 688,425 | ||||||
Ascend Learning LLC, 6.875%, 8/01/2025 (n) | 670,000 | 670,000 | ||||||
CDK Global, Inc., 4.875%, 6/01/2027 | 1,725,000 | 1,625,812 | ||||||
Cisco Systems, Inc., 2.2%, 2/28/2021 | 350,000 | 343,759 | ||||||
Equinix, Inc., 5.375%, 1/01/2022 | 305,000 | 313,769 | ||||||
Equinix, Inc., 5.375%, 4/01/2023 | 1,425,000 | 1,457,062 | ||||||
Equinix, Inc., 5.75%, 1/01/2025 | 202,000 | 205,535 | ||||||
Equinix, Inc., 5.875%, 1/15/2026 | 490,000 | 499,188 | ||||||
Fidelity National Information Services, Inc., 3.875%, 6/05/2024 | 146,000 | 146,684 |
8
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Business Services - continued | ||||||||
Fidelity National Information Services, Inc., 5%, 10/15/2025 | $ | 39,000 | $ | 41,312 | ||||
Fidelity National Information Services, Inc., 3%, 8/15/2026 | 267,000 | 245,879 | ||||||
First Data Corp., 5%, 1/15/2024 (n) | 2,055,000 | 2,052,945 | ||||||
MSCI, Inc., 4.75%, 8/01/2026 (n) | 1,175,000 | 1,148,563 | ||||||
Tencent Holdings Ltd., 2.985%, 1/19/2023 (n) | 288,000 | 281,614 | ||||||
Tencent Holdings Ltd., 3.595%, 1/19/2028 (n) | 400,000 | 383,551 | ||||||
Travelport Worldwide Ltd., 6%, 3/15/2026 (n) | 1,105,000 | 1,110,525 | ||||||
Vantiv LLC/Vantiv Issuer Corp, 4.375%, 11/15/2025 (n) | 900,000 | 850,500 | ||||||
|
|
|||||||
$ | 13,593,248 | |||||||
Cable TV - 5.6% | ||||||||
Altice Financing S.A., 6.625%, 2/15/2023 (n) | $ | 1,290,000 | $ | 1,271,682 | ||||
Altice Financing S.A., 7.5%, 5/15/2026 (n) | 340,000 | 325,125 | ||||||
Altice U.S. Finance I Corp., 5.5%, 5/15/2026 (n) | 705,000 | 677,011 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.125%, 5/01/2023 (n) | 1,475,000 | 1,465,781 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024 | 1,910,000 | 1,914,775 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n) | 470,000 | 458,250 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n) | 1,475,000 | 1,445,057 | ||||||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n) | 640,000 | 629,200 | ||||||
Charter Communications Operating LLC, 6.384%, 10/23/2035 | 217,000 | 231,514 | ||||||
Cox Communications, Inc., 4.6%, 8/15/2047 (n) | 322,000 | 303,011 | ||||||
CSC Holdings LLC, 5.5%, 4/15/2027 (n) | 1,395,000 | 1,335,712 | ||||||
DISH DBS Corp., 5%, 3/15/2023 | 605,000 | 521,637 | ||||||
DISH DBS Corp., 5.875%, 11/15/2024 | 845,000 | 702,153 | ||||||
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023 | 485,000 | 424,072 | ||||||
Intelsat Jackson Holdings S.A., 8%, 2/15/2024 (n) | 245,000 | 259,088 | ||||||
Lynx II Corp., 6.375%, 4/15/2023 (n) | 555,000 | 561,938 | ||||||
Shaw Communications, Inc., 5.65%, 10/01/2019 | CAD | 260,000 | 208,856 | |||||
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n) | $ | 740,000 | 727,975 | |||||
Sirius XM Radio, Inc., 6%, 7/15/2024 (n) | 1,500,000 | 1,537,500 | ||||||
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n) | 705,000 | 697,069 | ||||||
Sky PLC, 2.5%, 9/15/2026 | EUR | 250,000 | 315,299 | |||||
Telenet Finance Luxembourg S.A., 5.5%, 3/01/2028 (n) | $ | 1,200,000 | 1,164,206 | |||||
Time Warner Cable, Inc., 4.5%, 9/15/2042 | 119,000 | 100,406 | ||||||
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n) | 1,370,000 | 1,413,155 | ||||||
Videotron Ltd., 5.375%, 6/15/2024 (n) | 350,000 | 353,826 | ||||||
Videotron Ltd., 5.125%, 4/15/2027 (n) | 1,840,000 | 1,780,200 | ||||||
Virgin Media Finance PLC, 5.75%, 1/15/2025 (n) | 200,000 | 189,250 |
9
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Cable TV - continued | ||||||||
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n) | $ | 1,100,000 | $ | 1,031,250 | ||||
VTR Finance B.V., 6.875%, 1/15/2024 (n) | 480,000 | 489,552 | ||||||
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n) | 1,155,000 | 1,091,475 | ||||||
|
|
|||||||
$ | 23,626,025 | |||||||
Chemicals - 1.3% | ||||||||
Air Liquide Finance Co., 2.25%, 9/27/2023 (n) | $ | 261,000 | $ | 245,791 | ||||
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n) | 1,270,000 | 1,254,125 | ||||||
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n) | 610,000 | 622,200 | ||||||
OCI N.V., 6.625%, 4/15/2023 (n) | 1,155,000 | 1,187,340 | ||||||
PolyOne Corp., 5.25%, 3/15/2023 | 865,000 | 880,717 | ||||||
SPCM S.A., 4.875%, 9/15/2025 (n) | 1,250,000 | 1,187,500 | ||||||
|
|
|||||||
$ | 5,377,673 | |||||||
Computer Software - 0.9% | ||||||||
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n) | $ | 985,000 | $ | 1,011,228 | ||||
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n) | 670,000 | 707,062 | ||||||
Microsoft Corp., 4.1%, 2/06/2037 | 161,000 | 169,277 | ||||||
Oracle Corp., 3.4%, 7/08/2024 | 251,000 | 250,798 | ||||||
Ubisoft Entertainment S.A., 1.289%, 1/30/2023 | EUR | 100,000 | 117,461 | |||||
VeriSign, Inc., 4.625%, 5/01/2023 | $ | 1,035,000 | 1,042,762 | |||||
VeriSign, Inc., 5.25%, 4/01/2025 | 250,000 | 255,313 | ||||||
VeriSign, Inc., 4.75%, 7/15/2027 | 345,000 | 333,788 | ||||||
|
|
|||||||
$ | 3,887,689 | |||||||
Computer Software - Systems - 1.3% | ||||||||
Apple, Inc., 4.5%, 2/23/2036 | $ | 217,000 | $ | 237,239 | ||||
Apple, Inc., 3.6%, 7/31/2042 | GBP | 130,000 | 204,022 | |||||
Apple, Inc., 4.25%, 2/09/2047 | $ | 84,000 | 86,643 | |||||
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024 | 395,000 | 406,850 | ||||||
CDW LLC/CDW Finance Corp., 5%, 9/01/2025 | 695,000 | 686,521 | ||||||
Fair Isaac Corp., 5.25%, 5/15/2026 (n) | 1,295,000 | 1,307,950 | ||||||
JDA Software Group, Inc., 7.375%, 10/15/2024 (n) | 805,000 | 829,150 | ||||||
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n) | 1,690,000 | 1,707,238 | ||||||
|
|
|||||||
$ | 5,465,613 | |||||||
Conglomerates - 2.9% | ||||||||
Amsted Industries Co., 5%, 3/15/2022 (n) | $ | 2,335,000 | $ | 2,335,000 | ||||
Apex Tool Group LLC, 9%, 2/15/2023 (n) | 820,000 | 795,400 | ||||||
BWX Technologies, Inc., 5.375%, 7/15/2026 (n) | 1,135,000 | 1,146,350 | ||||||
EnerSys, 5%, 4/30/2023 (n) | 1,965,000 | 1,942,894 | ||||||
Enpro Industries, Inc., 5.875%, 9/15/2022 | 1,340,000 | 1,370,150 |
10
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Conglomerates - continued | ||||||||
Entegris, Inc., 4.625%, 2/10/2026 (n) | $ | 1,440,000 | $ | 1,380,600 | ||||
Gates Global LLC, 6%, 7/15/2022 (n) | 436,000 | 440,360 | ||||||
Smiths Group PLC, 2%, 2/23/2027 | EUR | 200,000 | 239,077 | |||||
SPX FLOW, Inc., 5.625%, 8/15/2024 (n) | $ | 1,315,000 | 1,298,562 | |||||
TriMas Corp., 4.875%, 10/15/2025 (n) | 1,195,000 | 1,138,237 | ||||||
|
|
|||||||
$ | 12,086,630 | |||||||
Construction - 0.7% | ||||||||
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d) | $ | 450,000 | $ | 70,562 | ||||
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (a)(d)(n) | 853,000 | 136,480 | ||||||
Mattamy Group Corp., 6.5%, 10/01/2025 (n) | 1,270,000 | 1,255,357 | ||||||
Toll Brothers Finance Corp., 4.875%, 11/15/2025 | 335,000 | 322,856 | ||||||
Toll Brothers Finance Corp., 4.35%, 2/15/2028 | 1,280,000 | 1,153,280 | ||||||
|
|
|||||||
$ | 2,938,535 | |||||||
Consumer Products - 0.7% | ||||||||
Coty, Inc., 4.75%, 4/15/2026 (n) | EUR | 200,000 | $ | 232,697 | ||||
Prestige Brands, Inc., 6.375%, 3/01/2024 (n) | $ | 695,000 | 684,575 | |||||
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n) | 250,000 | 249,879 | ||||||
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n) | 272,000 | 254,901 | ||||||
Spectrum Brands, Inc., 6.125%, 12/15/2024 | 170,000 | 172,337 | ||||||
Spectrum Brands, Inc., 5.75%, 7/15/2025 | 1,335,000 | 1,321,650 | ||||||
|
|
|||||||
$ | 2,916,039 | |||||||
Consumer Services - 1.8% | ||||||||
G4S International Finance PLC, 1.5%, 6/02/2024 | EUR | 200,000 | $ | 234,741 | ||||
G4S International Finance PLC, 1.5%, 1/09/2023 | 200,000 | 238,384 | ||||||
Interval Acquisition Corp., 5.625%, 4/15/2023 | $ | 870,000 | 881,963 | |||||
Matthews International Corp., 5.25%, 12/01/2025 (n) | 1,050,000 | 1,015,875 | ||||||
NVA Holdings, Inc., 6.875%, 4/01/2026 (n) | 530,000 | 522,209 | ||||||
Priceline Group, Inc., 1.8%, 3/03/2027 | EUR | 1,100,000 | 1,296,700 | |||||
Priceline Group, Inc., 3.55%, 3/15/2028 | $ | 141,000 | 134,601 | |||||
Service Corp. International, 4.625%, 12/15/2027 | 1,000,000 | 953,510 | ||||||
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n) | 1,055,000 | 1,022,031 | ||||||
Visa, Inc., 4.15%, 12/14/2035 | 234,000 | 245,480 | ||||||
Visa, Inc., 4.3%, 12/14/2045 | 150,000 | 158,534 | ||||||
West Corp., 8.5%, 10/15/2025 (n) | 805,000 | 746,155 | ||||||
|
|
|||||||
$ | 7,450,183 | |||||||
Containers - 3.0% | ||||||||
Berry Global Group, Inc., 5.5%, 5/15/2022 | $ | 1,025,000 | $ | 1,042,937 | ||||
Berry Global Group, Inc., 6%, 10/15/2022 | 915,000 | 942,450 | ||||||
Berry Global Group, Inc., 5.125%, 7/15/2023 | 420,000 | 415,800 |
11
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Containers - continued | ||||||||
Crown American LLC, 4.5%, 1/15/2023 | $ | 875,000 | $ | 852,119 | ||||
Crown Americas LLC/Crown Americas Capital Corp., 4.75%, 2/01/2026 (n) | 555,000 | 524,253 | ||||||
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026 | 520,000 | 470,600 | ||||||
DS Smith PLC, 1.375%, 7/26/2024 | EUR | 300,000 | 350,109 | |||||
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n) | $ | 725,000 | 699,625 | |||||
Multi-Color Corp., 6.125%, 12/01/2022 (n) | 1,321,000 | 1,354,025 | ||||||
Reynolds Group, 5.75%, 10/15/2020 | 494,245 | 497,334 | ||||||
Reynolds Group, 5.125%, 7/15/2023 (n) | 1,200,000 | 1,179,000 | ||||||
Reynolds Group, 7%, 7/15/2024 (n) | 535,000 | 549,017 | ||||||
San Miguel Industrias PET S.A., 4.5%, 9/18/2022 (n) | 337,000 | 325,205 | ||||||
Sealed Air Corp., 4.875%, 12/01/2022 (n) | 1,420,000 | 1,448,400 | ||||||
Sealed Air Corp., 5.125%, 12/01/2024 (n) | 390,000 | 395,363 | ||||||
Sealed Air Corp., 5.5%, 9/15/2025 (n) | 220,000 | 227,150 | ||||||
Silgan Holdings, Inc., 4.75%, 3/15/2025 | 855,000 | 810,112 | ||||||
W/S Packaging Group, Inc., 9%, 4/15/2023 (n) | 695,000 | 712,375 | ||||||
|
|
|||||||
$ | 12,795,874 | |||||||
Electrical Equipment - 0.5% | ||||||||
Arrow Electronics, Inc., 3.5%, 4/01/2022 | $ | 173,000 | $ | 170,551 | ||||
CommScope Tech LLC, 5%, 3/15/2027 (n) | 2,185,000 | 2,042,975 | ||||||
|
|
|||||||
$ | 2,213,526 | |||||||
Electronics - 0.7% | ||||||||
ASML Holding N.V., 1.375%, 7/07/2026 | EUR | 250,000 | $ | 297,450 | ||||
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027 | $ | 240,000 | 229,129 | |||||
Sensata Technologies B.V., 5.625%, 11/01/2024 (n) | 520,000 | 540,150 | ||||||
Sensata Technologies B.V., 5%, 10/01/2025 (n) | 1,555,000 | 1,558,887 | ||||||
Tyco Electronics Group S.A., 2.375%, 12/17/2018 | 294,000 | 293,693 | ||||||
|
|
|||||||
$ | 2,919,309 | |||||||
Emerging Market Quasi-Sovereign - 2.3% | ||||||||
Abu Dhabi Crude Oil Pipeline, 4.6%, 11/02/2047 (n) | $ | 400,000 | $ | 373,690 | ||||
Bank of China (Luxembourg), FLR, 3.339% (LIBOR-3mo. + 1.00%), 7/12/2019 | 450,000 | 452,527 | ||||||
BPRL International Singapore Private Ltd., 4.375%, 1/18/2027 | 567,000 | 542,618 | ||||||
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 (n) | 207,000 | 192,278 | ||||||
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 | 568,000 | 527,604 | ||||||
Export-Import Bank of India, 3.375%, 8/05/2026 | 576,000 | 528,698 | ||||||
Kazakhstan Temir Zholy Finance B.V., 4.85%, 11/17/2027 (n) | 451,000 | 440,221 | ||||||
KazMunayGas National Co., 5.375%, 4/24/2030 (n) | 800,000 | 799,200 | ||||||
NTPC Ltd., 4.25%, 2/26/2026 | 442,000 | 429,728 |
12
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Emerging Market Quasi-Sovereign - continued | ||||||||
Office Cherifien des Phosphates, 6.875%, 4/25/2044 (n) | $ | 351,000 | $ | 377,420 | ||||
Pertamina, 6%, 5/03/2042 (n) | 318,000 | 325,979 | ||||||
Pertamina PT, 6%, 5/03/2042 | 654,000 | 670,409 | ||||||
Petrobras Global Finance B.V., 6.125%, 1/17/2022 | 44,000 | 46,068 | ||||||
Petrobras Global Finance B.V., 7.375%, 1/17/2027 | 37,000 | 37,549 | ||||||
Petrobras International Finance Co., 6.75%, 1/27/2041 | 1,116,000 | 1,034,532 | ||||||
Petroleos del Peru S.A., 4.75%, 6/19/2032 | 475,000 | 451,849 | ||||||
PT Perusahaan Listrik Negara, 5.45%, 5/21/2028 (n) | 750,000 | 771,800 | ||||||
Southern Gas Corridor CJSC, 6.875%, 3/24/2026 | 1,315,000 | 1,426,775 | ||||||
State Grid Overseas Investment (2016) Ltd., 2.75%, 5/04/2022 (n) | 402,000 | 390,973 | ||||||
|
|
|||||||
$ | 9,819,918 | |||||||
Emerging Market Sovereign - 5.0% | ||||||||
Dominican Republic, 7.5%, 5/06/2021 (n) | $ | 548,000 | $ | 573,745 | ||||
Dominican Republic, 8.625%, 4/20/2027 | 758,000 | 867,910 | ||||||
Dominican Republic, 6.5%, 2/15/2048 (n) | 150,000 | 143,874 | ||||||
Government of India, 7.17%, 1/08/2028 | INR | 70,000,000 | 991,924 | |||||
Government of Ukraine, 7.75%, 9/01/2026 | $ | 200,000 | 196,512 | |||||
Government of Ukraine, 7.375%, 9/25/2032 (n) | 231,000 | 213,349 | ||||||
Hellenic Republic, 4.375%, 8/01/2022 | EUR | 1,327,000 | 1,584,699 | |||||
Oriental Republic of Uruguay, 4.975%, 4/20/2055 | $ | 563,000 | 541,887 | |||||
Republic of Argentina, 6.25%, 4/22/2019 | 348,000 | 350,436 | ||||||
Republic of Argentina, 2.5%, 12/31/2038 | 353,000 | 213,745 | ||||||
Republic of Croatia, 5.5%, 4/04/2023 (n) | 1,146,000 | 1,196,605 | ||||||
Republic of Hungary, 5.75%, 11/22/2023 | 486,000 | 526,095 | ||||||
Republic of Hungary, 7.625%, 3/29/2041 | 470,000 | 651,589 | ||||||
Republic of Indonesia, 11.625%, 3/04/2019 (n) | 571,000 | 607,858 | ||||||
Republic of Indonesia, 2.875%, 7/08/2021 (z) | EUR | 175,000 | 218,598 | |||||
Republic of Indonesia, 3.375%, 4/15/2023 (n) | $ | 302,000 | 293,125 | |||||
Republic of Indonesia, 2.15%, 7/18/2024 (z) | EUR | 161,000 | 194,227 | |||||
Republic of Indonesia, 4.125%, 1/15/2025 | $ | 1,368,000 | 1,354,384 | |||||
Republic of Indonesia, 4.125%, 1/15/2025 (n) | 342,000 | 338,596 | ||||||
Republic of Indonesia, 4.625%, 4/15/2043 | 1,349,000 | 1,268,892 | ||||||
Republic of Panama, 9.375%, 4/01/2029 | 719,000 | 1,006,600 | ||||||
Republic of Paraguay, 6.1%, 8/11/2044 (n) | 550,000 | 573,375 | ||||||
Republic of South Africa, 10.5%, 12/21/2026 | ZAR | 5,509,000 | 482,438 | |||||
Republic of South Africa, 5.875%, 6/22/2030 | $ | 865,000 | 884,462 | |||||
Republic of South Africa, 7%, 2/28/2031 | ZA | R33,453,000 | 2,222,667 | |||||
Republic of South Africa, 5.65%, 9/27/2047 | $ | 431,000 | 410,959 | |||||
Republic of Sri Lanka, 6.125%, 6/03/2025 | 1,286,000 | 1,242,366 | ||||||
Republic of Turkey, 4.875%, 10/09/2026 | 1,183,000 | 1,061,293 | ||||||
Russian Federation, 4.75%, 5/27/2026 | 800,000 | 805,760 | ||||||
|
|
|||||||
$ | 21,017,970 |
13
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Energy - Independent - 4.6% | ||||||||
Afren PLC, 10.25%, 4/08/2019 (a)(d)(z) | $ | 451,812 | $ | 1,130 | ||||
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024 | 1,460,000 | 1,529,350 | ||||||
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n) | 1,305,000 | 1,269,139 | ||||||
Diamondback Energy, Inc., 5.375%, 5/31/2025 | 1,780,000 | 1,762,200 | ||||||
Diamondback Energy, Inc., 5.375%, 5/31/2025 (n) | 490,000 | 483,875 | ||||||
Gulfport Energy Corp., 6%, 10/15/2024 | 1,140,000 | 1,071,600 | ||||||
Gulfport Energy Corp., 6.375%, 5/15/2025 | 685,000 | 657,593 | ||||||
Hunt Oil Co. of Peru LLC, 6.375%, 6/01/2028 (z) | 428,000 | 428,000 | ||||||
Indigo Natural Resources LLC, 6.875%, 2/15/2026 (n) | 1,060,000 | 1,012,300 | ||||||
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n) | 1,785,000 | 1,762,687 | ||||||
PDC Energy, Inc., 6.125%, 9/15/2024 | 1,755,000 | 1,785,712 | ||||||
QEP Resources, Inc., 5.25%, 5/01/2023 | 1,535,000 | 1,502,381 | ||||||
QEP Resources, Inc., 5.625%, 3/01/2026 | 670,000 | 639,850 | ||||||
Sanchez Energy Corp., 6.125%, 1/15/2023 | 680,000 | 447,100 | ||||||
Seven Generations Energy, 6.75%, 5/01/2023 (n) | 1,230,000 | 1,282,275 | ||||||
Seven Generations Energy, 5.375%, 9/30/2025 (n) | 795,000 | 767,175 | ||||||
SM Energy Co., 6.75%, 9/15/2026 | 1,465,000 | 1,490,638 | ||||||
SRC Energy, Inc., 6.25%, 12/01/2025 (n) | 850,000 | 856,375 | ||||||
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 | 987,000 | 930,263 | ||||||
|
|
|||||||
$ | 19,679,643 | |||||||
Energy - Integrated - 0.1% | ||||||||
LUKOIL International Finance B.V., 4.563%, 4/24/2023 (n) | $ | 544,000 | $ | 540,901 | ||||
Entertainment - 1.5% | ||||||||
Cedar Fair LP, 5.375%, 6/01/2024 | $ | 405,000 | $ | 406,013 | ||||
Cedar Fair LP, 5.375%, 4/15/2027 (n) | 735,000 | 728,569 | ||||||
Cinemark USA, Inc., 5.125%, 12/15/2022 | 1,430,000 | 1,440,725 | ||||||
Cinemark USA, Inc., 4.875%, 6/01/2023 | 1,050,000 | 1,014,510 | ||||||
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n) | 725,000 | 723,187 | ||||||
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n) | 2,315,000 | 2,233,975 | ||||||
|
|
|||||||
$ | 6,546,979 | |||||||
Financial Institutions - 1.1% | ||||||||
AerCap Ireland Capital Ltd., 3.65%, 7/21/2027 | $ | 379,000 | $ | 348,461 | ||||
EXOR N.V., 1.75%, 1/18/2028 | EUR | 200,000 | 224,883 | |||||
Navient Corp., 7.25%, 1/25/2022 | $ | 1,355,000 | 1,432,912 | |||||
Navient Corp., 7.25%, 9/25/2023 | 765,000 | 805,162 | ||||||
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n) | 1,940,000 | 1,903,625 | ||||||
|
|
|||||||
$ | 4,715,043 |
14
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Food & Beverages - 3.3% | ||||||||
Anheuser-Busch InBev N.V., 1.5%, 4/18/2030 | EUR | 250,000 | $ | 286,529 | ||||
Anheuser-Busch InBev S.A., 6.875%, 11/15/2019 | $ | 300,000 | 317,136 | |||||
Anheuser-Busch InBev Worldwide, Inc., 4.7%, 2/01/2036 | 283,000 | 291,515 | ||||||
Aramark Services, Inc., 4.75%, 6/01/2026 | 1,225,000 | 1,185,188 | ||||||
Aramark Services, Inc., 5%, 2/01/2028 (n) | 760,000 | 731,500 | ||||||
Asahi Group Holdings Ltd., 1.151%, 9/19/2025 | EUR | 150,000 | 175,554 | |||||
Coca-Cola Enterprises, Inc., 1.875%, 3/18/2030 | 200,000 | 240,457 | ||||||
Cott Holdings, Inc., 5.5%, 4/01/2025 (n) | $ | 1,510,000 | 1,487,350 | |||||
Danone S.A., 2.077%, 11/02/2021 (n) | 236,000 | 226,966 | ||||||
Danone S.A., 2.589%, 11/02/2023 (n) | 553,000 | 524,702 | ||||||
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n) | 215,000 | 203,175 | ||||||
JBS USA Lux S.A./JBS USA Finance, Inc., 5.875%, 7/15/2024 (n) | 1,500,000 | 1,436,250 | ||||||
Kraft Heinz Foods Co., 5.2%, 7/15/2045 | 31,000 | 31,064 | ||||||
Kraft Heinz Foods Co., 4.375%, 6/01/2046 | 130,000 | 116,146 | ||||||
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n) | 890,000 | 874,425 | ||||||
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n) | 520,000 | 515,450 | ||||||
Marb Bondco PLC, 6.875%, 1/19/2025 (n) | 400,000 | 369,000 | ||||||
Pilgrims Pride Corp., 5.875%, 9/30/2027 (n) | 1,380,000 | 1,297,200 | ||||||
Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp., 5.875%, 1/15/2024 | 1,430,000 | 1,469,325 | ||||||
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n) | 1,590,000 | 1,617,825 | ||||||
Wm. Wrigley Jr. Co., 2.9%, 10/21/2019 (n) | 107,000 | 107,160 | ||||||
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n) | 300,000 | 301,341 | ||||||
|
|
|||||||
$ | 13,805,258 | |||||||
Forest & Paper Products - 0.0% | ||||||||
Appvion, Inc., 9%, 6/01/2020 (d)(n) | $ | 281,000 | $ | 1,405 | ||||
Gaming & Lodging - 2.1% | ||||||||
CCM Merger, Inc., 6%, 3/15/2022 (n) | $ | 815,000 | $ | 829,426 | ||||
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023 | 535,000 | 551,050 | ||||||
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/01/2025 | 1,250,000 | 1,252,225 | ||||||
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026 | 145,000 | 143,874 | ||||||
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026 (n) | 950,000 | 925,062 | ||||||
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025 | 1,260,000 | 1,215,900 | ||||||
InterContinental Hotels Group PLC, 3.75%, 8/14/2025 | GBP | 100,000 | 142,631 | |||||
MGM Resorts International, 6.625%, 12/15/2021 | $ | 825,000 | 874,500 | |||||
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021 | 1,375,000 | 1,381,875 | ||||||
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023 | 725,000 | 720,469 | ||||||
Wyndham Hotels Group, LLC, 5.375%, 4/15/2026 (n) | 1,025,000 | 1,022,437 | ||||||
|
|
|||||||
$ | 9,059,449 |
15
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Industrial - 0.5% | ||||||||
Cleaver Brooks, Inc., 7.875%, 3/01/2023 (n) | $ | 855,000 | $ | 881,719 | ||||
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n) | 1,480,000 | 1,406,000 | ||||||
|
|
|||||||
$ | 2,287,719 | |||||||
Insurance - 0.3% | ||||||||
American International Group, Inc., 1.875%, 6/21/2027 | EUR | 110,000 | $ | 126,457 | ||||
AssuredPartners Inc., 7%, 8/15/2025 (n) | $ | 810,000 | 791,775 | |||||
Credit Agricole Assurances S.A., 2.625% to 1/29/2028, FLR to 1/29/2048 | EUR | 200,000 | 216,843 | |||||
|
|
|||||||
$ | 1,135,075 | |||||||
Insurance - Health - 0.8% | ||||||||
Aetna, Inc., 2.8%, 6/15/2023 | $ | 317,000 | $ | 304,547 | ||||
Centene Corp., 6.125%, 2/15/2024 | 1,180,000 | 1,240,475 | ||||||
Centene Corp., 5.375%, 6/01/2026 (n) | 1,220,000 | 1,233,054 | ||||||
UnitedHealth Group, Inc., 2.7%, 7/15/2020 | 528,000 | 526,411 | ||||||
|
|
|||||||
$ | 3,304,487 | |||||||
Insurance - Property & Casualty - 0.7% | ||||||||
Berkshire Hathaway, Inc., 2.75%, 3/15/2023 | $ | 234,000 | $ | 230,067 | ||||
Chubb INA Holdings, Inc., 2.3%, 11/03/2020 | 95,000 | 93,577 | ||||||
Chubb INA Holdings, Inc., 2.875%, 11/03/2022 | 221,000 | 217,897 | ||||||
Chubb INA Holdings, Inc., 1.55%, 3/15/2028 | EUR | 100,000 | 115,552 | |||||
Chubb INA Holdings, Inc., 2.5%, 3/15/2038 | 126,000 | 148,400 | ||||||
Hub International Ltd., 7%, 5/01/2026 (n) | $ | 540,000 | 540,432 | |||||
Liberty Mutual Group, Inc., 4.25%, 6/15/2023 | 365,000 | 371,398 | ||||||
Liberty Mutual Group, Inc., 2.75%, 5/04/2026 (z) | EUR | 100,000 | 124,574 | |||||
Liberty Mutual Group, Inc., 2.75%, 5/04/2026 | 100,000 | 124,573 | ||||||
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024 | $ | 159,000 | 158,091 | |||||
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047 | 131,000 | 132,971 | ||||||
QBE Capital Funding III Ltd., 7.5%, 5/24/2041 | GBP | 200,000 | 293,055 | |||||
XLIT Ltd., 3.25%, 6/29/2047 | EUR | 230,000 | 264,847 | |||||
|
|
|||||||
$ | 2,815,434 | |||||||
International Market Quasi-Sovereign - 0.1% | ||||||||
Bank of Iceland, 1.75%, 9/07/2020 | EUR | 300,000 | $ | 361,271 | ||||
Landsbanki Islands HF, 1.125% to 1/19/2023, FLR to 1/19/2024 | 150,000 | 174,661 | ||||||
|
|
|||||||
$ | 535,932 | |||||||
International Market Sovereign - 14.8% | ||||||||
Bonos y Obligaciones del Estado, 5.75%, 7/30/2032 | EUR | 542,000 | $ | 941,697 | ||||
Commonwealth of Australia, 5.75%, 5/15/2021 | AUD | 2,319,000 | 1,935,423 | |||||
Commonwealth of Australia, 5.5%, 4/21/2023 | 490,000 | 424,640 |
16
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
International Market Sovereign - continued | ||||||||
Commonwealth of Australia, 2.75%, 11/21/2027 | AUD | 1,031,000 | $ | 784,418 | ||||
Commonwealth of Australia, 3.75%, 4/21/2037 | 197,000 | 164,425 | ||||||
Federal Republic of Germany, 2.5%, 8/15/2046 | EUR | 195,000 | 313,174 | |||||
Government of Australia, 2.25%, 5/21/2028 | AUD | 3,386,000 | 2,464,325 | |||||
Government of Canada, 3.25%, 6/01/2021 | CAD | 187,000 | 149,401 | |||||
Government of Canada, 1.5%, 6/01/2023 | 4,707,000 | 3,526,547 | ||||||
Government of Canada, 1.5%, 6/01/2026 | 1,148,000 | 840,547 | ||||||
Government of Canada, 5.75%, 6/01/2033 | 948,000 | 1,055,193 | ||||||
Government of Canada, 4%, 6/01/2041 | 925,000 | 934,281 | ||||||
Government of Canada, 2.75%, 12/01/2048 | 260,000 | 222,983 | ||||||
Government of Japan, 2.2%, 9/20/2027 | JPY | 649,900,000 | 7,184,655 | |||||
Government of Japan, 2.4%, 3/20/2037 | 668,350,000 | 8,282,785 | ||||||
Government of Japan, 1.8%, 3/20/2043 | 81,000,000 | 944,569 | ||||||
Government of New Zealand, 4.5%, 4/15/2027 | NZD | 2,225,000 | 1,771,362 | |||||
Kingdom of Belgium, 5.5%, 3/28/2028 | EUR | 440,000 | 755,067 | |||||
Kingdom of Spain, 5.4%, 1/31/2023 | 746,000 | 1,068,609 | ||||||
Kingdom of Spain, 5.15%, 10/31/2028 | 2,200,000 | 3,455,337 | ||||||
Kingdom of Spain, 4.7%, 7/30/2041 | 788,000 | 1,298,080 | ||||||
Republic of France, 1.75%, 5/25/2023 | 2,393,904 | 3,056,460 | ||||||
Republic of France, 4.75%, 4/25/2035 | 279,000 | 511,752 | ||||||
Republic of France, 4.5%, 4/25/2041 | 580,000 | 1,100,447 | ||||||
Republic of France, 4%, 4/25/2055 | 582,000 | 1,118,743 | ||||||
Republic of Italy, 3.75%, 3/01/2021 | 1,581,000 | 1,957,646 | ||||||
Republic of Italy, 5.5%, 9/01/2022 | 925,000 | 1,228,731 | ||||||
Republic of Italy, 2.5%, 12/01/2024 | 2,572,000 | 3,021,315 | ||||||
Republic of Portugal, 4.95%, 10/25/2023 | 1,894,000 | 2,693,616 | ||||||
Republic of Portugal, 2.875%, 10/15/2025 | 598,000 | 767,597 | ||||||
Republic of Portugal, 4.125%, 4/14/2027 | 2,662,000 | 3,697,171 | ||||||
United Kingdom Treasury, 4.25%, 12/07/2027 | GBP | 313,000 | 529,027 | |||||
United Kingdom Treasury, 4.25%, 3/07/2036 | 111,000 | 207,171 | ||||||
United Kingdom Treasury, 3.25%, 1/22/2044 | 2,533,000 | 4,439,645 | ||||||
|
|
|||||||
$ | 62,846,839 | |||||||
Local Authorities - 0.1% | ||||||||
Province of Alberta, 4.5%, 12/01/2040 | CAD | 255,000 | $ | 242,089 | ||||
Province of British Columbia, 2.3%, 6/18/2026 | 370,000 | 276,669 | ||||||
|
|
|||||||
$ | 518,758 | |||||||
Machinery & Tools - 0.3% | ||||||||
Ashtead Capital, Inc., 5.625%, 10/01/2024 (n) | $ | 1,185,000 | $ | 1,217,587 | ||||
Major Banks - 2.5% | ||||||||
Bank of America Corp., 2.625%, 4/19/2021 | $ | 370,000 | $ | 364,312 | ||||
Bank of America Corp., 3.004%, 12/20/2023 | 399,000 | 388,071 |
17
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Major Banks - continued | ||||||||
Bank of America Corp., 3.5%, 4/19/2026 | $ | 400,000 | $ | 388,445 | ||||
Bank of America Corp., 3.248%, 10/21/2027 | 462,000 | 432,999 | ||||||
Bank of America Corp., 5.875% to 3/15/2028, FLR to 12/31/2059 | 900,000 | 889,875 | ||||||
Bank of New York Mellon Corp., 2.95%, 1/29/2023 | 414,000 | 406,700 | ||||||
Barclays Bank PLC, 6%, 1/14/2021 | EUR | 250,000 | 327,843 | |||||
Credit Agricole S.A., 7.375%, 12/18/2023 | GBP | 100,000 | 166,144 | |||||
Credit Suisse Group AG, 6.5%, 8/08/2023 (n) | $ | 200,000 | 213,750 | |||||
Credit Suisse Group AG, 1.25%, 7/17/2025 | EUR | 150,000 | 171,868 | |||||
Goldman Sachs Group, Inc., 2.625%, 4/25/2021 | $ | 360,000 | 353,265 | |||||
Goldman Sachs Group, Inc., 5.75%, 1/24/2022 | 500,000 | 538,117 | ||||||
Goldman Sachs Group, Inc., 3.85%, 1/26/2027 | 314,000 | 304,676 | ||||||
HSBC Holdings PLC, 4.375%, 11/23/2026 | 269,000 | 265,302 | ||||||
JPMorgan Chase & Co., 2.95%, 10/01/2026 | 601,000 | 559,793 | ||||||
JPMorgan Chase & Co., 3.54% to 5/01/2027, FLR to 5/01/2028 | 291,000 | 279,304 | ||||||
JPMorgan Chase & Co., 4.26% to 2/22/2047, FLR to 2/22/2048 | 153,000 | 148,229 | ||||||
Morgan Stanley, 3.125%, 7/27/2026 | 262,000 | 245,992 | ||||||
Morgan Stanley, 2.625%, 3/09/2027 | GBP | 200,000 | 262,983 | |||||
Morgan Stanley, 3.95%, 4/23/2027 | $ | 514,000 | 496,036 | |||||
PNC Bank N.A., 2.6%, 7/21/2020 | 295,000 | 292,619 | ||||||
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028 | 439,000 | 427,799 | ||||||
UBS Group AG, 6.875%, 12/29/2049 | 1,420,000 | 1,441,300 | ||||||
UBS Group Funding (Jersey) Ltd., 1.5%, 11/30/2024 | EUR | 300,000 | 354,673 | |||||
UBS Group Funding (Switzerland) AG, 2.859% to 8/15/2022, FLR to 8/15/2023 (n) | $ | 750,000 | 720,793 | |||||
Wells Fargo & Co., 4.1%, 6/03/2026 | 48,000 | 47,312 | ||||||
|
|
|||||||
$ | 10,488,200 | |||||||
Medical & Health Technology & Services - 4.5% | ||||||||
Becton, Dickinson and Co., 2.675%, 12/15/2019 | $ | 379,000 | $ | 376,995 | ||||
Becton, Dickinson and Co., 1.401%, 5/24/2023 | EUR | 250,000 | 294,782 | |||||
Becton, Dickinson and Co., 3.734%, 12/15/2024 | $ | 239,000 | 234,606 | |||||
CVS Health Corp., 5.05%, 3/25/2048 | 153,000 | 156,914 | ||||||
DaVita, Inc., 5.125%, 7/15/2024 | 560,000 | 546,000 | ||||||
DaVita, Inc., 5%, 5/01/2025 | 1,075,000 | 1,018,885 | ||||||
HCA, Inc., 7.5%, 2/15/2022 | 2,085,000 | 2,277,862 | ||||||
HCA, Inc., 5%, 3/15/2024 | 975,000 | 982,020 | ||||||
HCA, Inc., 5.375%, 2/01/2025 | 695,000 | 682,838 | ||||||
HCA, Inc., 5.875%, 2/15/2026 | 1,855,000 | 1,866,612 | ||||||
HCA, Inc., 5.25%, 6/15/2026 | 215,000 | 214,194 | ||||||
HealthSouth Corp., 5.125%, 3/15/2023 | 1,425,000 | 1,439,250 | ||||||
HealthSouth Corp., 5.75%, 11/01/2024 | 30,000 | 30,450 |
18
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Medical & Health Technology & Services - continued | ||||||||
Heartland Dental, LLC, 8.5%, 5/01/2026 (n) | $ | 675,000 | $ | 669,094 | ||||
Laboratory Corp. of America Holdings, 3.2%, 2/01/2022 | 200,000 | 198,137 | ||||||
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045 | 310,000 | 305,996 | ||||||
Life Technologies Corp., 6%, 3/01/2020 | 200,000 | 209,281 | ||||||
Northwell Healthcare, Inc., 3.979%, 11/01/2046 | 40,000 | 36,828 | ||||||
Northwell Healthcare, Inc., 4.26%, 11/01/2047 | 307,000 | 296,562 | ||||||
Polaris, 8.5%, 12/01/2022 (n) | 805,000 | 832,169 | ||||||
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n) | 1,225,000 | 1,169,875 | ||||||
Quorum Health Corp., 11.625%, 4/15/2023 | 550,000 | 541,750 | ||||||
Tenet Healthcare Corp., 8.125%, 4/01/2022 | 765,000 | 800,381 | ||||||
Tenet Healthcare Corp., 6.75%, 6/15/2023 | 945,000 | 940,275 | ||||||
Thermo Fisher Scientific, Inc., 3%, 4/15/2023 | 360,000 | 351,631 | ||||||
Thermo Fisher Scientific, Inc., 3.2%, 8/15/2027 | 476,000 | 448,028 | ||||||
Universal Health Services, Inc., 7.625%, 8/15/2020 | 1,410,000 | 1,415,287 | ||||||
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n) | 800,000 | 764,000 | ||||||
|
|
|||||||
$ | 19,100,702 | |||||||
Medical Equipment - 0.6% | ||||||||
Teleflex, Inc., 5.25%, 6/15/2024 | $ | 960,000 | $ | 969,600 | ||||
Teleflex, Inc., 4.875%, 6/01/2026 | 610,000 | 594,750 | ||||||
Teleflex, Inc., 4.625%, 11/15/2027 | 790,000 | 742,600 | ||||||
Zimmer Biomet Holdings, Inc., 1.414%, 12/13/2022 | EUR | 300,000 | 359,034 | |||||
|
|
|||||||
$ | 2,665,984 | |||||||
Metals & Mining - 3.5% | ||||||||
Cameco Corp., 5.67%, 9/02/2019 | CAD | 262,000 | $ | 208,695 | ||||
First Quantum Minerals Ltd., 7%, 2/15/2021 (n) | $ | 495,000 | 497,475 | |||||
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n) | 1,070,000 | 1,072,675 | ||||||
First Quantum Minerals Ltd., 6.5%, 3/01/2024 (n) | 350,000 | 332,500 | ||||||
Freeport-McMoRan Copper & Gold, Inc., 3.875%, 3/15/2023 | 445,000 | 427,761 | ||||||
Freeport-McMoRan Copper & Gold, Inc., 5.4%, 11/14/2034 | 410,000 | 377,200 | ||||||
Freeport-McMoRan, Inc., 6.875%, 2/15/2023 | 2,525,000 | 2,708,062 | ||||||
Glencore Finance (Europe) S.A., 1.25%, 3/17/2021 | EUR | 330,000 | 393,964 | |||||
Kaiser Aluminum Corp., 5.875%, 5/15/2024 | $ | 1,835,000 | 1,885,462 | |||||
Kinross Gold Corp., 5.95%, 3/15/2024 | 746,000 | 779,570 | ||||||
Kinross Gold Corp., 4.5%, 7/15/2027 (n) | 384,000 | 352,320 | ||||||
Lundin Mining Corp., 7.875%, 11/01/2022 (n) | 630,000 | 660,996 | ||||||
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n) | 1,135,000 | 1,149,188 | ||||||
Novelis Corp., 5.875%, 9/30/2026 (n) | 1,595,000 | 1,563,259 | ||||||
Petra Diamonds U.S. Treasury PLC, 7.25%, 5/01/2022 (n) | 505,000 | 500,960 | ||||||
Steel Dynamics, Inc., 5.25%, 4/15/2023 | 430,000 | 436,988 | ||||||
Steel Dynamics, Inc., 5.5%, 10/01/2024 | 670,000 | 683,400 |
19
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Metals & Mining - continued | ||||||||
TMS International Corp., 7.25%, 8/15/2025 (n) | $ | 655,000 | $ | 677,925 | ||||
|
|
|||||||
$ | 14,708,400 | |||||||
Midstream - 3.1% | ||||||||
APT Pipelines Ltd., 5%, 3/23/2035 (n) | $ | 280,000 | $ | 290,082 | ||||
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n) | 655,000 | 666,607 | ||||||
Cheniere Energy, Inc., 5.875%, 3/31/2025 | 730,000 | 761,937 | ||||||
DCP Midstream LLC, 3.875%, 3/15/2023 | 770,000 | 741,125 | ||||||
DCP Midstream LP, 4.95%, 4/01/2022 | 651,000 | 659,138 | ||||||
DCP Midstream LP, 5.6%, 4/01/2044 | 530,000 | 506,150 | ||||||
Energy Transfer Equity LP, 5.875%, 1/15/2024 | 1,430,000 | 1,483,625 | ||||||
Energy Transfer Equity LP, 5.5%, 6/01/2027 | 565,000 | 572,769 | ||||||
MPLX LP, 4.5%, 4/15/2038 | 170,000 | 162,095 | ||||||
ONEOK, Inc., 4.95%, 7/13/2047 | 474,000 | 480,554 | ||||||
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028 | 333,000 | 324,272 | ||||||
Tallgrass Energy GP, LP, 5.5%, 1/15/2028 (n) | 2,355,000 | 2,275,519 | ||||||
Targa Resources Partners LP/Targa Resources Finance Corp, 5.375%, 2/01/2027 | 2,515,000 | 2,436,406 | ||||||
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023 | 860,000 | 866,450 | ||||||
Targa Resources Partners LP/Targa Resources Finance Corp., 5.125%, 2/01/2025 (n) | 925,000 | 913,437 | ||||||
|
|
|||||||
$ | 13,140,166 | |||||||
Mortgage-Backed - 5.1% | ||||||||
Fannie Mae, 5.5%, 9/01/2019 - 7/01/2035 | $ | 212,194 | $ | 226,048 | ||||
Fannie Mae, 2.287%, 4/25/2020 | 1,537,976 | 1,538,371 | ||||||
Fannie Mae, 6.5%, 4/01/2032 - 1/01/2033 | 42,647 | 47,442 | ||||||
Fannie Mae, 6%, 8/01/2034 - 2/01/2037 | 78,204 | 86,738 | ||||||
Freddie Mac, 3.064%, 8/25/2024 | 1,141,916 | 1,141,075 | ||||||
Freddie Mac, 2.811%, 1/25/2025 | 11,000,000 | 10,798,888 | ||||||
Freddie Mac, 0.109%, 2/25/2025 (i) | 38,000,000 | 382,151 | ||||||
Freddie Mac, 2.673%, 3/25/2026 | 701,000 | 674,449 | ||||||
Freddie Mac, 3.243%, 4/25/2027 | 991,000 | 986,047 | ||||||
Freddie Mac, 3.117%, 6/25/2027 | 298,465 | 292,903 | ||||||
Freddie Mac, 3.194%, 7/25/2027 | 1,073,000 | 1,058,066 | ||||||
Freddie Mac, 3.244%, 8/25/2027 | 1,160,000 | 1,147,294 | ||||||
Freddie Mac, 3.187%, 9/25/2027 | 492,000 | 484,251 | ||||||
Freddie Mac, 3.286%, 11/25/2027 | 591,000 | 585,692 | ||||||
Freddie Mac, 3.35%, 1/25/2028 | 830,000 | 826,650 | ||||||
Freddie Mac, 0.125%, 2/25/2028 (i) | 36,576,000 | 527,803 | ||||||
Freddie Mac, 0.291%, 2/25/2028 (i) | 15,572,000 | 437,006 | ||||||
Freddie Mac, 0.249%, 4/25/2028 (i) | 15,983,000 | 210,610 |
20
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Mortgage-Backed - continued | ||||||||
Freddie Mac, 6%, 8/01/2034 | $ | 59,973 | $ | 66,890 | ||||
|
|
|||||||
$ | 21,518,374 | |||||||
Municipals - 0.2% | ||||||||
Commonwealth of Puerto Rico, Public Improvement, C-7, 6%, 7/01/2027 | $ | 20,000 | $ | 20,018 | ||||
Oklahoma Development Finance Authority, Health System | ||||||||
Rev. (OU Medicine Project), C, 5.45%, 8/15/2028 | 346,000 | 364,805 | ||||||
Oklahoma Development Finance Authority, Health System | ||||||||
Rev. (OU Medicine Project), C, 4.65%, 8/15/2030 | 221,000 | 233,699 | ||||||
Puerto Rico Electric Power Authority Rev., PP, 5%, 7/01/2022 | 95,000 | 95,538 | ||||||
|
|
|||||||
$ | 714,060 | |||||||
Natural Gas - Distribution - 0.2% | ||||||||
Boston Gas Co., 3.15%, 8/01/2027 (n) | $ | 248,000 | $ | 236,108 | ||||
GNL Quintero S.A., 4.634%, 7/31/2029 (n) | 323,000 | 315,894 | ||||||
Infraestructura Energética Nova S.A.B. de C.V, 4.875%, 1/14/2048 (n) | 500,000 | 438,750 | ||||||
|
|
|||||||
$ | 990,752 | |||||||
Natural Gas - Pipeline - 0.1% | ||||||||
Peru LNG, 5.375%, 3/22/2030 | $ | 540,000 | $ | 532,980 | ||||
Network & Telecom - 0.8% | ||||||||
AT&T, Inc., 4.25%, 6/01/2043 | GBP | 100,000 | $ | 141,918 | ||||
British Telecommunications PLC, 3.125%, 11/21/2031 | 150,000 | 194,534 | ||||||
Deutsche Telekom International Finance B.V., 1.5%, 4/03/2028 | EUR | 200,000 | 231,397 | |||||
Telefonica Celular del Paraguay S.A., 6.75%, 12/13/2022 | $ | 517,000 | 527,857 | |||||
Verizon Communications, Inc., 4.812%, 3/15/2039 | 323,000 | 316,409 | ||||||
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025 | 745,000 | 755,244 | ||||||
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n) | 1,285,000 | 1,243,238 | ||||||
|
|
|||||||
$ | 3,410,597 | |||||||
Oil Services - 1.1% | ||||||||
Apergy Corp, 6.375%, 5/01/2026 (n) | $ | 565,000 | $ | 574,888 | ||||
Bristow Group, Inc., 6.25%, 10/15/2022 | 976,000 | 755,180 | ||||||
Diamond Offshore Drill Co., 7.875%, 8/15/2025 | 440,000 | 454,300 | ||||||
Diamond Offshore Drill Co., 5.7%, 10/15/2039 | 945,000 | 763,087 | ||||||
Ensco PLC, 7.75%, 2/01/2026 | 830,000 | 790,575 | ||||||
Schlumberger Ltd., 2.65%, 11/20/2022 (n) | 310,000 | 301,243 | ||||||
Trinidad Drilling Ltd., 6.625%, 2/15/2025 (n) | 1,105,000 | 1,052,512 | ||||||
|
|
|||||||
$ | 4,691,785 |
21
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Oils - 0.5% | ||||||||
Marathon Petroleum Corp., 4.75%, 9/15/2044 | $ | 200,000 | $ | 197,468 | ||||
Neste Oyj, 1.5%, 6/07/2024 | EUR | 100,000 | 118,859 | |||||
Parkland Fuel Corp., 6%, 4/01/2026 (n) | $ | 1,465,000 | 1,450,350 | |||||
Phillips 66, 4.875%, 11/15/2044 | 150,000 | 159,361 | ||||||
|
|
|||||||
$ | 1,926,038 | |||||||
Other Banks & Diversified Financials - 0.7% | ||||||||
BBVA Bancomer S.A. de C.V., 6.75%, 9/30/2022 (n) | $ | 1,004,000 | $ | 1,065,746 | ||||
Belfius Bank S.A., 3.125%, 5/11/2026 | EUR | 200,000 | 244,740 | |||||
BPCE S.A., 5.25%, 4/16/2029 | GBP | 100,000 | 151,196 | |||||
Citizens Bank N.A., 2.55%, 5/13/2021 | $ | 250,000 | 245,147 | |||||
Deutsche Bank AG, 1.875%, 2/28/2020 | GBP | 200,000 | 263,354 | |||||
Groupe BPCE S.A., 12.5% to 9/30/2019, FLR to 8/29/2049 (n) | $ | 113,000 | 124,230 | |||||
ING Groep N.V., 3.95%, 3/29/2027 | 249,000 | 244,913 | ||||||
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022 | GBP | 100,000 | 146,455 | |||||
JSC Kazkommertsbank, 5.5%, 12/21/2022 | $ | 342,000 | 340,290 | |||||
|
|
|||||||
$ | 2,826,071 | |||||||
Pharmaceuticals - 0.7% | ||||||||
Celgene Corp., 2.875%, 8/15/2020 | $ | 524,000 | $ | 520,829 | ||||
Gilead Sciences, Inc., 2.35%, 2/01/2020 | 52,000 | 51,638 | ||||||
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n) | 710,000 | 614,150 | ||||||
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023 (n) | 315,000 | 260,269 | ||||||
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n) | 890,000 | 828,457 | ||||||
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n) | 705,000 | 652,125 | ||||||
|
|
|||||||
$ | 2,927,468 | |||||||
Pollution Control - 0.1% | ||||||||
Republic Services, Inc., 3.95%, 5/15/2028 | $ | 242,000 | $ | 240,991 | ||||
Precious Metals & Minerals - 0.2% | ||||||||
Teck Resources Ltd., 6%, 8/15/2040 | $ | 130,000 | $ | 130,325 | ||||
Teck Resources Ltd., 6.25%, 7/15/2041 | 890,000 | 916,700 | ||||||
|
|
|||||||
$ | 1,047,025 | |||||||
Printing & Publishing - 0.2% | ||||||||
Nielsen Finance LLC, 5%, 4/15/2022 (n) | $ | 744,000 | $ | 738,026 | ||||
Real Estate - Apartment - 0.1% | ||||||||
Grand City Properties S.A., 1.375%, 8/03/2026 | EUR | 300,000 | $ | 339,441 |
22
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Real Estate - Healthcare - 0.7% | ||||||||
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026 | $ | 1,470,000 | $ | 1,425,900 | ||||
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027 | 1,460,000 | 1,372,488 | ||||||
|
|
|||||||
$ | 2,798,388 | |||||||
Real Estate - Office - 0.2% | ||||||||
Boston Properties, Inc., REIT, 3.125%, 9/01/2023 | $ | 250,000 | $ | 244,069 | ||||
Merlin Properties SOCIMI S.A., REIT, 2.225%, 4/25/2023 | EUR | 250,000 | 305,645 | |||||
Merlin Properties SOCIMI S.A., REIT, 1.875%, 11/02/2026 | 150,000 | 171,098 | ||||||
|
|
|||||||
$ | 720,812 | |||||||
Real Estate - Other - 0.6% | ||||||||
CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024 | $ | 1,620,000 | $ | 1,622,025 | ||||
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027 | 845,000 | 849,225 | ||||||
|
|
|||||||
$ | 2,471,250 | |||||||
Restaurants - 0.7% | ||||||||
Golden Nugget, Inc., 6.75%, 10/15/2024 (n) | $ | 690,000 | $ | 697,763 | ||||
IRB Holding Corp., 6.75%, 2/15/2026 (n) | 785,000 | 741,825 | ||||||
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n) | 1,365,000 | 1,334,287 | ||||||
|
|
|||||||
$ | 2,773,875 | |||||||
Retailers - 0.5% | ||||||||
Best Buy Co., Inc., 5.5%, 3/15/2021 | $ | 347,000 | $ | 365,200 | ||||
Hanesbrands, Inc., 4.625%, 5/15/2024 (n) | 300,000 | 292,875 | ||||||
Hanesbrands, Inc., 4.875%, 5/15/2026 (n) | 1,280,000 | 1,235,200 | ||||||
Home Depot, Inc., 3%, 4/01/2026 | 310,000 | 298,870 | ||||||
|
|
|||||||
$ | 2,192,145 | |||||||
Specialty Chemicals - 0.5% | ||||||||
A Schulman, Inc., 6.875%, 6/01/2023 | $ | 775,000 | $ | 813,944 | ||||
Univar USA, Inc., 6.75%, 7/15/2023 (n) | 1,430,000 | 1,478,262 | ||||||
|
|
|||||||
$ | 2,292,206 | |||||||
Specialty Stores - 0.3% | ||||||||
Group 1 Automotive, Inc., 5%, 6/01/2022 | $ | 1,025,000 | $ | 1,027,563 | ||||
Richemont International S.A., 1.5%, 3/26/2030 | EUR | 200,000 | 235,844 | |||||
|
|
|||||||
$ | 1,263,407 | |||||||
Supermarkets - 0.4% | ||||||||
Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024 | $ | 960,000 | $ | 902,688 | ||||
Esselunga S.p.A., 0.875%, 10/25/2023 | EUR | 150,000 | 174,585 | |||||
Esselunga S.p.A., 1.875%, 10/25/2027 | 150,000 | 172,840 |
23
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Supermarkets - continued | ||||||||
Eurotorg LLC via Bonitron D.A.C., 8.75%, 10/30/2022 | $ | 427,000 | $ | 431,290 | ||||
Loblaw Cos. Ltd., 4.86%, 9/12/2023 | CAD | 262,000 | 216,986 | |||||
|
|
|||||||
$ | 1,898,389 | |||||||
Supranational - 0.1% | ||||||||
International Bank for Reconstruction and Development, 2.8%, 1/13/2021 | AUD | 170,000 | $ | 129,793 | ||||
International Bank for Reconstruction and Development, 4.25%, 6/24/2025 | 210,000 | 171,802 | ||||||
International Finance Corp., 3.25%, 7/22/2019 | 305,000 | 233,414 | ||||||
|
|
|||||||
$ | 535,009 | |||||||
Telecommunications - Wireless - 2.9% | ||||||||
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n) | $ | 665,000 | $ | 638,400 | ||||
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n) | 935,000 | 827,484 | ||||||
American Tower Corp., 1.95%, 5/22/2026 | EUR | 120,000 | 141,633 | |||||
American Tower Corp., REIT, 3.5%, 1/31/2023 | $ | 465,000 | 460,933 | |||||
Crown Castle International Corp., 3.7%, 6/15/2026 | 157,000 | 150,090 | ||||||
Digicel Group Ltd., 6.75%, 3/01/2023 (n) | 1,150,000 | 996,906 | ||||||
SBA Communications Corp., 4%, 10/01/2022 (n) | 1,190,000 | 1,142,400 | ||||||
SBA Communications Corp., 4.875%, 9/01/2024 | 510,000 | 476,218 | ||||||
SBA Tower Trust, 2.898%, 10/11/2044 (n) | 220,000 | 220,120 | ||||||
Sprint Corp., 7.875%, 9/15/2023 | 1,065,000 | 1,117,717 | ||||||
Sprint Corp., 7.125%, 6/15/2024 | 1,240,000 | 1,249,300 | ||||||
Sprint Corp., 7.625%, 3/01/2026 | 405,000 | 416,137 | ||||||
Sprint Nextel Corp., 6%, 11/15/2022 | 1,395,000 | 1,388,025 | ||||||
T-Mobile USA, Inc., 6.5%, 1/15/2024 | 615,000 | 642,675 | ||||||
T-Mobile USA, Inc., 5.125%, 4/15/2025 | 815,000 | 814,837 | ||||||
T-Mobile USA, Inc., 6.5%, 1/15/2026 | 700,000 | 730,625 | ||||||
T-Mobile USA, Inc., 5.375%, 4/15/2027 | 695,000 | 681,969 | ||||||
Vodafone Group PLC, 4.125%, 5/30/2025 | 122,000 | 121,892 | ||||||
|
|
|||||||
$ | 12,217,361 | |||||||
Telephone Services - 0.4% | ||||||||
Level 3 Financing, Inc., 5.375%, 1/15/2024 | $ | 390,000 | $ | 380,250 | ||||
Level 3 Financing, Inc., 5.375%, 5/01/2025 | 1,215,000 | 1,175,512 | ||||||
TELUS Corp., 5.05%, 7/23/2020 | CAD | 265,000 | 214,741 | |||||
|
|
|||||||
$ | 1,770,503 | |||||||
Tobacco - 0.2% | ||||||||
Imperial Brands Finance PLC, 1.375%, 1/27/2025 | EUR | 150,000 | $ | 175,005 | ||||
Reynolds American, Inc., 8.125%, 6/23/2019 | $ | 92,000 | 96,798 | |||||
Reynolds American, Inc., 4.45%, 6/12/2025 | 415,000 | 420,522 | ||||||
|
|
|||||||
$ | 692,325 |
24
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Transportation - Services - 0.6% | ||||||||
Autostrade per LItalia S.p.A., 1.75%, 6/26/2026 | EUR | 250,000 | $ | 287,260 | ||||
Brambles Finance PLC, 1.5%, 10/04/2027 | 150,000 | 175,679 | ||||||
Compagnie Financial et Indus Unternehmensanleihe, 0.75%, 9/09/2028 | 200,000 | 218,186 | ||||||
ERAC USA Finance LLC, 7%, 10/15/2037 (n) | $ | 250,000 | 314,401 | |||||
Heathrow Funding Ltd., 1.875%, 7/12/2032 | EUR | 150,000 | 175,633 | |||||
Heathrow Funding Ltd., 4.625%, 10/31/2046 | GBP | 100,000 | 166,514 | |||||
Navios Maritime Holding, Inc., 7.375%, 1/15/2022 (n) | $ | 575,000 | 431,969 | |||||
Navios South American Logistics, Inc./Navios Logistics | ||||||||
Finance (U.S.), Inc., 7.25%, 5/01/2022 | 130,000 | 126,912 | ||||||
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n) | 670,000 | 582,900 | ||||||
Transurban Finance Co., 1.75%, 3/29/2028 | EUR | 200,000 | 230,564 | |||||
|
|
|||||||
$ | 2,710,018 | |||||||
U.S. Treasury Obligations - 13.8% | ||||||||
U.S. Treasury Bonds, 5.25%, 2/15/2029 | $ | 616,000 | $ | 752,579 | ||||
U.S. Treasury Bonds, 4.5%, 2/15/2036 | 987,200 | 1,210,014 | ||||||
U.S. Treasury Bonds, 4.75%, 2/15/2037 (f) | 1,885,200 | 2,395,088 | ||||||
U.S. Treasury Bonds, 3.125%, 2/15/2043 (f) | 1,345,200 | 1,381,352 | ||||||
U.S. Treasury Bonds, 3.625%, 2/15/2044 | 771,000 | 860,629 | ||||||
U.S. Treasury Bonds, 3%, 5/15/2047 | 1,553,000 | 1,557,004 | ||||||
U.S. Treasury Notes, 0.75%, 10/31/2018 | 14,000,000 | 13,924,531 | ||||||
U.S. Treasury Notes, 1.25%, 12/15/2018 | 9,000,000 | 8,958,164 | ||||||
U.S. Treasury Notes, 0.875%, 5/15/2019 | 17,000,000 | 16,777,539 | ||||||
U.S. Treasury Notes, 2.125%, 12/31/2022 | 3,482,000 | 3,402,839 | ||||||
U.S. Treasury Notes, 2.375%, 8/15/2024 | 3,727,500 | 3,648,727 | ||||||
U.S. Treasury Notes, 2.875%, 5/31/2025 | 1,701,000 | 1,712,296 | ||||||
U.S. Treasury Notes, 2.25%, 11/15/2025 | 1,486,000 | 1,431,958 | ||||||
U.S. Treasury Notes, 2.75%, 2/15/2028 | 566,000 | 561,998 | ||||||
|
|
|||||||
$ | 58,574,718 | |||||||
Utilities - Electric Power - 3.1% | ||||||||
Calpine Corp., 5.5%, 2/01/2024 | $ | 1,765,000 | $ | 1,606,150 | ||||
Calpine Corp., 5.75%, 1/15/2025 | 930,000 | 846,300 | ||||||
Calpine Corp., 5.25%, 6/01/2026 (n) | 695,000 | 656,775 | ||||||
Covanta Holding Corp., 6.375%, 10/01/2022 | 310,000 | 315,425 | ||||||
Covanta Holding Corp., 5.875%, 3/01/2024 | 995,000 | 977,587 | ||||||
Covanta Holding Corp., 5.875%, 7/01/2025 | 1,215,000 | 1,171,321 | ||||||
Dominion Resources, Inc., 2.5%, 12/01/2019 | 250,000 | 248,150 | ||||||
Drax Finco PLC, 6.625%, 11/01/2025 (z) | 750,000 | 759,375 | ||||||
Duke Energy Florida LLC, 3.2%, 1/15/2027 | 310,000 | 300,415 | ||||||
EDP Finance B.V., 5.25%, 1/14/2021 (n) | 200,000 | 207,130 | ||||||
EDP Finance B.V., 2%, 4/22/2025 | EUR | 100,000 | 119,909 |
25
Portfolio of Investments (unaudited) continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Utilities - Electric Power - continued | ||||||||
Emera U.S. Finance LP, 2.7%, 6/15/2021 | $ | 98,000 | $ | 95,584 | ||||
Emera U.S. Finance LP, 3.55%, 6/15/2026 | 112,000 | 106,420 | ||||||
Enel Finance International N.V., 1.125%, 9/16/2026 | EUR | 200,000 | 220,961 | |||||
Enel Finance International N.V., 4.75%, 5/25/2047 (n) | $ | 442,000 | 421,954 | |||||
Engie Energia Chile S.A., 5.625%, 1/15/2021 | 757,000 | 787,464 | ||||||
Exelon Corp., 3.497%, 6/01/2022 | 151,000 | 149,730 | ||||||
Innogy Finance B.V., 4.75%, 1/31/2034 | GBP | 100,000 | 157,648 | |||||
NextEra Energy Capital Holdings, Inc., 3.55%, 5/01/2027 | $ | 377,000 | 363,508 | |||||
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n) | 1,390,000 | 1,327,450 | ||||||
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n) | 1,385,000 | 1,402,312 | ||||||
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n) | 250,000 | 261,688 | ||||||
Virginia Electric & Power Co., 3.5%, 3/15/2027 | 475,000 | 467,717 | ||||||
|
|
|||||||
$ | 12,970,973 | |||||||
Total Bonds (Identified Cost, $519,484,150) | $ | 508,862,994 | ||||||
Common Stocks - 0.2% | ||||||||
Energy - Independent - 0.1% | ||||||||
Frontera Energy Corp. (a) | 8,177 | $ | 239,570 | |||||
Oil Services - 0.1% | ||||||||
LTRI Holdings LP |
615 | $ | 546,993 | |||||
Total Common Stocks (Identified Cost, $1,645,970) | $ | 786,563 | ||||||
Floating Rate Loans (g)(r) - 0.2% | ||||||||
Consumer Products - 0.0% | ||||||||
Spectrum Brands, Inc., Term Loan B, 4.145%, 6/23/2022 | $ | 128,578 | $ | 128,417 | ||||
Medical & Health Technology & Services - 0.2% | ||||||||
DaVita HealthCare Partners, Inc., Term Loan B, 4.73%, 6/24/2021 | $ | 553,097 | $ | 557,384 | ||||
Total Floating Rate Loans (Identified Cost, $680,540) | $ | 685,801 | ||||||
Investment Companies (h) - 1.4% | ||||||||
Money Market Funds - 1.4% | ||||||||
MFS Institutional Money Market Portfolio, 1.82% (v) (Identified Cost, $6,158,198) |
6,159,205 | $ | 6,158,589 |
26
Portfolio of Investments (unaudited) continued
Underlying/Expiration Date/Exercise Price |
Put/Call | Counterparty | Notional Amount |
Par Amount/ Number of Contracts |
Value ($) | |||||||||||||||
Purchased Options - 0.0% | ||||||||||||||||||||
Market Index Securities - 0.0% | ||||||||||||||||||||
Markit CDX North America Investment Grade Index July 2018 @ $80 (Premiums Paid, $24,250) | Put | |
Goldman Sachs International |
|
$19,739,261 | $19,400,000 | $18,812 | |||||||||||||
Other Assets, Less Liabilities - (22.0)% | (93,291,602 | ) | ||||||||||||||||||
Net Assets - 100.0% | $423,221,157 |
(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. |
(g) | The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated. |
(h) | 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. At period end, the aggregate values of the funds investments in affiliated issuers and in unaffiliated issuers were $6,158,589 and $510,354,170, 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 $172,324,869, representing 40.7% of net assets. |
(p) | Payment-in-kind security for which interest income may be received in additional securities and/or cash. |
(r) | Remaining maturities of floating rate loans may be less than 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. Floating rate loans generally have rates of interest which are determined periodically by reference to a base lending rate plus a premium. |
(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 |
27
Portfolio of Investments (unaudited) continued
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, 10.25%, 4/08/2019 | 3/01/12-4/02/13 | $478,722 | $1,130 | |||||||
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.568% (LIBOR-1mo. + 1.6%), 12/28/2040 | 3/01/06 | 414,969 | 376,524 | |||||||
Drax Finco PLC, 6.625%, 11/01/2025 | 4/12/18 | 750,000 | 759,375 | |||||||
Dryden Senior Loan Fund, 2013-26A, AR, CLO, FLR, 3.248% (LIBOR-3mo. + 0.9%), 4/15/2029 | 4/09/18 | 592,000 | 591,911 | |||||||
HarbourView CLO VII Ltd., 7RA, B, FLR, 3.522% (LIBOR-3mo. + 1.7%), 7/18/2031 | 5/17/18 | 940,000 | 940,000 | |||||||
Hunt Oil Co. of Peru LLC, 6.375%, 6/01/2028 | 5/29/18 | 429,712 | 428,000 | |||||||
Liberty Mutual Group, Inc., 2.75%, 5/04/2026 | 4/26/16 | 112,211 | 124,574 | |||||||
Republic of Indonesia, 2.875%, 7/08/2021 | 7/02/14 | 238,121 | 218,598 | |||||||
Republic of Indonesia, 2.15%, 7/18/2024 | 7/11/17 | 184,263 | 194,227 | |||||||
Total Restricted Securities | $3,634,339 | |||||||||
% of Net assets | 0.9% |
The following abbreviations are used in this report and are defined:
CDO | Collateralized Debt Obligation |
CJSC | Closed Joint Stock Company |
CLO | Collateralized Loan Obligation |
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. |
JSC | Joint Stock Company |
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 |
INR | Indian Rupee |
JPY | Japanese Yen |
KRW | South Korean Won |
MXN | Mexican Peso |
NOK | Norwegian Krone |
NZD | New Zealand Dollar |
SEK | Swedish Krona |
SGD | Singapore Dollar |
ZAR | South African Rand |
28
Portfolio of Investments (unaudited) continued
Derivative Contracts at 5/31/18
Forward Foreign Currency Exchange Contracts
Currency Purchased |
Currency Sold | Counterparty | Settlement Date |
Unrealized Appreciation (Depreciation) |
||||||||||||||
Asset Derivatives | ||||||||||||||||||
CHF | 74,082 | USD | 74,981 | JPMorgan Chase Bank N.A. | 7/27/2018 | $537 | ||||||||||||
EUR | 596,471 | USD | 699,224 | Goldman Sachs International | 7/27/2018 | 934 | ||||||||||||
EUR | 244,146 | USD | 285,976 | UBS AG | 7/27/2018 | 610 | ||||||||||||
HKD | 4,165,000 | USD | 531,626 | Royal Bank of Scotland Group PLC | 7/27/2018 | 49 | ||||||||||||
JPY | 54,000,000 | USD | 496,140 | Royal Bank of Scotland Group PLC | 7/27/2018 | 2,066 | ||||||||||||
NZD | 1,778,000 | USD | 1,231,794 | JPMorgan Chase Bank N.A. | 7/27/2018 | 12,492 | ||||||||||||
USD | 797,471 | AUD | 1,053,963 | JPMorgan Chase Bank N.A. | 7/27/2018 | 123 | ||||||||||||
USD | 1,688,590 | CAD | 2,153,584 | Barclays Bank PLC | 7/27/2018 | 25,348 | ||||||||||||
USD | 6,338,687 | CAD | 8,089,610 | Deutsche Bank AG | 7/27/2018 | 90,972 | ||||||||||||
USD | 4,648,248 | CAD | 5,931,620 | JPMorgan Chase Bank N.A. | 7/27/2018 | 67,178 | ||||||||||||
USD | 3,072,644 | EUR | 2,607,497 | Deutsche Bank AG | 7/27/2018 | 11,874 | ||||||||||||
USD | 44,971,744 | EUR | 38,015,289 | JPMorgan Chase Bank N.A. | 7/27/2018 | 348,102 | ||||||||||||
USD | 872,330 | GBP | 650,000 | Goldman Sachs International | 7/27/2018 | 5,986 | ||||||||||||
USD | 9,888,546 | GBP | 7,334,683 | Merrill Lynch International | 7/27/2018 | 112,606 | ||||||||||||
USD | 1,025,428 | INR | 69,200,000 | JPMorgan Chase Bank N.A. | 6/11/2018 | 774 | ||||||||||||
USD | 36,388 | SEK | 317,881 | Goldman Sachs International | 7/27/2018 | 194 | ||||||||||||
USD | 1,075,771 | ZAR | 13,114,000 | Brown Brothers Harriman | 6/08/2018 | 46,152 | ||||||||||||
USD | 439,847 | ZAR | 5,537,498 | Goldman Sachs International | 6/08/2018 | 5,081 | ||||||||||||
USD | 1,948,712 | ZAR | 23,158,879 | JPMorgan Chase Bank N.A. | 6/08/2018 | 130,438 | ||||||||||||
|
|
|||||||||||||||||
$861,516 | ||||||||||||||||||
|
|
|||||||||||||||||
Liability Derivatives | ||||||||||||||||||
CAD | 2,873,147 | USD | 2,233,724 | Goldman Sachs International | 7/27/2018 | $(14,754 | ) | |||||||||||
DKK | 31,438 | USD | 4,967 | Barclays Bank PLC | 7/27/2018 | (8 | ) | |||||||||||
EUR | 1,231,614 | USD | 1,446,878 | Deutsche Bank AG | 7/27/2018 | (1,167 | ) | |||||||||||
EUR | 460,000 | USD | 541,936 | Royal Bank of Scotland Group PLC | 7/27/2018 | (1,972 | ) | |||||||||||
KRW | 18,240,500 | USD | 17,038 | JPMorgan Chase Bank N.A. | 6/19/2018 | (109 | ) | |||||||||||
MXN | 94 | USD | 5 | Barclays Bank PLC | 7/27/2018 | (0 | ) | |||||||||||
NOK | 17,612,912 | USD | 2,174,724 | Goldman Sachs International | 7/27/2018 | (17,749 | ) | |||||||||||
SEK | 18,589,000 | USD | 2,135,823 | Barclays Bank PLC | 7/27/2018 | (19,234 | ) | |||||||||||
SGD | 677,142 | USD | 506,987 | JPMorgan Chase Bank N.A. | 7/27/2018 | (688 | ) | |||||||||||
ZAR | 13,185,000 | USD | 1,066,985 | Brown Brothers Harriman | 6/08/2018 | (31,792 | ) | |||||||||||
ZAR | 5,620,370 | USD | 444,972 | JPMorgan Chase Bank N.A. | 6/08/2018 | (3,700 | ) | |||||||||||
USD | 4,043,772 | AUD | 5,360,143 | HSBC Bank | 7/27/2018 | (11,301 | ) | |||||||||||
USD | 1,644,801 | AUD | 2,177,924 | JPMorgan Chase Bank N.A. | 7/27/2018 | (2,849 | ) | |||||||||||
USD | 1,536,723 | EUR | 1,311,000 | Goldman Sachs International | 7/27/2018 | (2,173 | ) | |||||||||||
USD | 2,493,842 | EUR | 2,127,546 | JPMorgan Chase Bank N.A. | 7/27/2018 | (3,544 | ) | |||||||||||
USD | 1,404 | HKD | 11,000 | JPMorgan Chase Bank N.A. | 7/27/2018 | (1 | ) | |||||||||||
USD | 12,430,915 | JPY | 1,373,199,681 | JPMorgan Chase Bank N.A. | 7/27/2018 | (238,258 | ) | |||||||||||
USD | 2,871,466 | NZD | 4,163,530 | JPMorgan Chase Bank N.A. | 7/27/2018 | (42,271 | ) | |||||||||||
USD | 2,043,980 | SEK | 18,220,000 | Deutsche Bank AG | 7/27/2018 | (30,594 | ) | |||||||||||
|
|
|||||||||||||||||
$(422,164 | ) | |||||||||||||||||
|
|
29
Portfolio of Investments (unaudited) continued
Futures Contracts
Description | Long/ Short |
Currency | Contracts | Notional Amount |
Expiration Date |
Value/ Unrealized Appreciation (Depreciation) |
||||||||||||||
Asset Derivatives | ||||||||||||||||||||
Interest Rate Futures | ||||||||||||||||||||
Euro BTP 3 yr | Long | EUR | 42 | $5,381,374 | June - 2018 | $105,239 | ||||||||||||||
Euro-Bund 10 yr | Long | EUR | 1 | 189,550 | June - 2018 | 5,973 | ||||||||||||||
Euro-Buxl 30 yr | Long | EUR | 5 | 998,135 | June - 2018 | 58,324 | ||||||||||||||
Long Gilt 10 yr | Long | GBP | 7 | 1,148,851 | September - 2018 | 9,208 | ||||||||||||||
U.S. Treasury Note 2 yr | Short | USD | 43 | 9,126,078 | September - 2018 | 6,943 | ||||||||||||||
U.S. Treasury Note 5 yr | Long | USD | 113 | 12,869,641 | September - 2018 | 455 | ||||||||||||||
U.S. Treasury Ultra Bond | Long | USD | 23 | 3,668,500 | September - 2018 | 27,398 | ||||||||||||||
|
|
|||||||||||||||||||
$213,540 | ||||||||||||||||||||
|
|
|||||||||||||||||||
Liability Derivatives | ||||||||||||||||||||
Interest Rate Futures | ||||||||||||||||||||
Euro BTP 10 yr | Short | EUR | 10 | $1,475,459 | June - 2018 | $(21,360 | ) | |||||||||||||
Euro-Bobl 5 yr | Short | EUR | 8 | 1,239,474 | June - 2018 | (12,532 | ) | |||||||||||||
Government of Canada Bond 10 yr | Short | CAD | 10 | 1,048,434 | September - 2018 | (6,201 | ) | |||||||||||||
U.S. Treasury Bond 30 yr | Short | USD | 26 | 3,773,250 | September - 2018 | (18,172 | ) | |||||||||||||
U.S. Treasury Note 10 yr | Short | USD | 379 | 45,645,813 | September - 2018 | (7,289 | ) | |||||||||||||
U.S. Treasury Ultra Note 10 yr | Short | USD | 55 | 7,058,906 | September - 2018 | (4,965 | ) | |||||||||||||
|
|
|||||||||||||||||||
$(70,519 | ) | |||||||||||||||||||
|
|
At May 31, 2018, the fund had cash collateral of $10,000 and other liquid securities with an aggregate value of $531,065 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
30
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 5/31/18 (unaudited)
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, $521,834,910) |
$510,354,170 | |||
Investments in affiliated issuers, at value (identified cost, $6,158,198) |
6,158,589 | |||
Cash |
204,846 | |||
Foreign currency, at value (identified cost, $1,678,936) |
1,681,930 | |||
Restricted cash for |
||||
Forward foreign currency exchange contracts |
10,000 | |||
Receivables for |
||||
Forward foreign currency exchange contracts |
861,516 | |||
Daily variation margin on open futures contracts |
6,595 | |||
Investments sold |
6,957,443 | |||
Interest |
5,904,495 | |||
Other assets |
28,948 | |||
Total assets |
$532,168,532 | |||
Liabilities | ||||
Notes payable |
$100,000,000 | |||
Payables for |
||||
Distributions |
184,898 | |||
Forward foreign currency exchange contracts |
422,164 | |||
Investments purchased |
7,994,847 | |||
Payable to affiliates |
||||
Investment adviser |
13,228 | |||
Transfer agent and dividend disbursing costs |
1,348 | |||
Payable for independent Trustees compensation |
11,523 | |||
Accrued interest expense |
200,775 | |||
Accrued expenses and other liabilities |
118,592 | |||
Total liabilities |
$108,947,375 | |||
Net assets |
$423,221,157 | |||
Net assets consist of | ||||
Paid-in capital |
$460,477,131 | |||
Unrealized appreciation (depreciation) |
(10,921,673 | ) | ||
Accumulated net realized gain (loss) |
(14,858,044 | ) | ||
Accumulated distributions in excess of net investment income |
(11,476,257 | ) | ||
Net assets |
$423,221,157 | |||
Shares of beneficial interest outstanding (48,241,368 shares authorized less |
48,177,965 | |||
Net asset value per share (net assets of $423,221,157 / 48,177,965 shares of beneficial interest outstanding) |
$8.78 |
See Notes to Financial Statements
31
Financial Statements
Six months ended 5/31/18 (unaudited)
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 |
$11,116,214 | |||
Dividends from affiliated issuers |
60,050 | |||
Other |
22,363 | |||
Foreign taxes withheld |
(1,583 | ) | ||
Total investment income |
$11,197,044 | |||
Expenses |
||||
Management fee |
$1,211,364 | |||
Transfer agent and dividend disbursing costs |
31,916 | |||
Administrative services fee |
37,691 | |||
Independent Trustees compensation |
34,371 | |||
Stock exchange fee |
24,400 | |||
Custodian fee |
24,861 | |||
Shareholder communications |
84,249 | |||
Audit and tax fees |
40,612 | |||
Legal fees |
8,743 | |||
Interest expense and fees |
1,087,578 | |||
Miscellaneous |
29,703 | |||
Total expenses |
$2,615,488 | |||
Net investment income (loss) |
$8,581,556 | |||
Realized and unrealized gain (loss) | ||||
Realized gain (loss) (identified cost basis) |
||||
Unaffiliated issuers |
$5,939 | |||
Affiliated issuers |
(342 | ) | ||
Futures contracts |
1,620,490 | |||
Forward foreign currency exchange contracts |
881,157 | |||
Foreign currency |
41,019 | |||
Net realized gain (loss) |
$2,548,263 | |||
Change in unrealized appreciation or depreciation |
||||
Unaffiliated issuers |
$(17,492,850 | ) | ||
Affiliated issuers |
529 | |||
Futures contracts |
(236,265 | ) | ||
Forward foreign currency exchange contracts |
211,440 | |||
Translation of assets and liabilities in foreign currencies |
(38,145 | ) | ||
Net unrealized gain (loss) |
$(17,555,291 | ) | ||
Net realized and unrealized gain (loss) |
$(15,007,028 | ) | ||
Change in net assets from operations |
$(6,425,472 | ) |
See Notes to Financial Statements
32
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.
Change in net assets | Six months ended 5/31/18 (unaudited) |
Year ended |
||||||
From operations | ||||||||
Net investment income (loss) |
$8,581,556 | $19,512,041 | ||||||
Net realized gain (loss) |
2,548,263 | 3,230,744 | ||||||
Net unrealized gain (loss) |
(17,555,291 | ) | 13,229,301 | |||||
Change in net assets from operations |
$(6,425,472 | ) | $35,972,086 | |||||
Distributions declared to shareholders | ||||||||
From net investment income |
$(11,301,876 | ) | $(16,248,537 | ) | ||||
From tax return of capital |
| (21,298,942 | ) | |||||
From other sources |
(6,430,802 | ) | | |||||
Total distributions declared to shareholders |
$(17,732,678 | ) | $(37,547,479 | ) | ||||
Change in net assets from fund share transactions |
$(9,211,430 | ) | $(18,955,628 | ) | ||||
Total change in net assets |
$(33,369,580 | ) | $(20,531,021 | ) | ||||
Net assets | ||||||||
At beginning of period |
456,590,737 | 477,121,758 | ||||||
At end of period (including accumulated distributions in excess of net investment income of $11,476,257 and accumulated net investment loss of $2,325,135, respectively) |
$423,221,157 | $456,590,737 |
See Notes to Financial Statements
33
Financial Statements
Six months ended 5/31/18 (unaudited)
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 |
$(6,425,472 | ) | ||
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities: | ||||
Purchase of investment securities |
(225,358,192 | ) | ||
Proceeds from disposition of investment securities |
243,333,201 | |||
Purchase of short-term investments, net |
(354,000 | ) | ||
Realized gain/loss on investments |
(5,939 | ) | ||
Unrealized appreciation/depreciation on investments |
17,492,321 | |||
Unrealized appreciation/depreciation on foreign currency contracts |
(211,440 | ) | ||
Net amortization/accretion of income |
764,181 | |||
Increase in interest receivable |
(11,907 | ) | ||
Decrease in accrued expenses and other liabilities |
(46,881 | ) | ||
Decrease in receivable for daily variation margin on open futures contracts |
208,628 | |||
Increase in restricted cash |
(10,000 | ) | ||
Increase in other assets |
(25,021 | ) | ||
Increase in interest payable |
49,661 | |||
Net cash provided by operating activities |
$29,399,140 | |||
Cash flows from financing activities: | ||||
Distributions paid in cash |
(17,742,995 | ) | ||
Repurchase of shares of beneficial interest |
(10,610,474 | ) | ||
Net cash used by financing activities |
$(28,353,469 | ) | ||
Net increase in cash |
$1,045,671 | |||
Cash: | ||||
Beginning of period (including foreign currency of $5,356) |
$841,105 | |||
End of period (including foreign currency of $1,681,930) |
$1,886,776 |
Supplemental disclosure of cash flow information:
Cash paid during the six months ended May 31, 2018 for interest was $1,037,918.
See Notes to Financial Statements
34
Financial Statements
The financial highlights table is intended to help you understand the funds financial performance for the semiannual period and the past 5 fiscal 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.
Six months 5/31/18 |
Year ended | |||||||||||||||||||||||
11/30/17 | 11/30/16 | 11/30/15 | 11/30/14 | 11/30/13 | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning |
$9.26 | $9.26 | $9.20 | $10.17 | $10.17 | $10.40 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (loss) (d) |
$0.18 | $0.39 | $0.46 | (c) | $0.49 | $0.52 | $0.57 | |||||||||||||||||
Net realized and unrealized gain (loss) |
(0.32 | ) | 0.33 | 0.32 | (0.68 | ) | 0.04 | (0.18 | ) | |||||||||||||||
Total from investment operations |
$(0.14 | ) | $0.72 | $0.78 | $(0.19 | ) | $0.56 | $0.39 | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income |
$(0.23 | ) | $(0.32 | ) | $(0.50 | ) | $(0.81 | ) | $(0.58 | ) | $(0.62 | ) | ||||||||||||
From other sources |
(0.13 | ) | (0.43 | ) | (0.24 | ) | | | | |||||||||||||||
Total distributions declared to shareholders |
$(0.36 | ) | $(0.75 | ) | $(0.74 | ) | $(0.81 | ) | $(0.58 | ) | $(0.62 | ) | ||||||||||||
Net increase from repurchase of capital shares |
$0.02 | $0.03 | $0.02 | $0.03 | $0.02 | $0.00 | (w) | |||||||||||||||||
Net asset value, end of period (x) |
$8.78 | $9.26 | $9.26 | $9.20 | $10.17 | $10.17 | ||||||||||||||||||
Market value, end of period |
$7.93 | $8.40 | $8.35 | $7.92 | $8.81 | $8.97 | ||||||||||||||||||
Total return at market value (%) |
(1.34 | )(n) | 9.67 | 15.19 | (1.28 | ) | 4.68 | (6.13 | ) | |||||||||||||||
Total return at net asset |
(0.91 | )(n) | 9.02 | 9.97 | (c) | (0.66 | ) | 6.58 | 4.28 | |||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: |
||||||||||||||||||||||||
Expenses before expense |
1.19 | (a) | 1.05 | 0.99 | (c) | 0.90 | 0.87 | 0.92 | ||||||||||||||||
Expenses after expense |
N/A | N/A | N/A | N/A | 0.87 | 0.92 | ||||||||||||||||||
Net investment income (loss) |
3.92 | (a) | 4.16 | 5.01 | (c) | 5.01 | 5.09 | 5.53 | ||||||||||||||||
Portfolio turnover |
39 | (n) | 52 | 43 | 37 | 44 | 52 | |||||||||||||||||
Net assets at end of period |
$423,221 | $456,591 | $477,122 | $484,037 | $548,530 | $557,238 | ||||||||||||||||||
Supplemental Ratios (%): | ||||||||||||||||||||||||
Ratios of expenses to average net assets after expense reductions and excluding interest expense and fees (f) |
0.70 | (a) | 0.71 | 0.73 | (c) | 0.73 | 0.72 | 0.75 |
35
Financial Highlights continued
Six months 5/31/18 |
Year ended | |||||||||||||||||||||||
11/30/17 | 11/30/16 | 11/30/15 | 11/30/14 | 11/30/13 | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Senior Securities: | ||||||||||||||||||||||||
Total notes payable outstanding (000 omitted) |
$100,000 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | ||||||||||||||||||
Asset coverage per $1,000 of indebtedness (k) |
$5,232 | $5,566 | $5,771 | $5,840 | $6,485 | $6,572 |
(a) | Annualized. |
(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. |
(n) | Not annualized. |
(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. |
(w) | Per share amount was less than $0.01. |
(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
36
(unaudited)
(1) Business and Organization
MFS Charter 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
37
Notes to Financial Statements (unaudited) 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.
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. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. 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 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.
38
Notes to Financial Statements (unaudited) continued
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 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,
39
Notes to Financial Statements (unaudited) continued
such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of May 31, 2018 in valuing the funds assets or liabilities:
Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity Securities | $239,570 | $ | $546,993 | $786,563 | ||||||||||||
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | 58,574,718 | | 58,574,718 | ||||||||||||
Non-U.S. Sovereign Debt | | 94,755,669 | | 94,755,669 | ||||||||||||
Municipal Bonds | | 714,060 | | 714,060 | ||||||||||||
U.S. Corporate Bonds | | 253,586,848 | | 253,586,848 | ||||||||||||
Residential Mortgage-Backed Securities | | 21,518,374 | | 21,518,374 | ||||||||||||
Commercial Mortgage-Backed Securities | | 1,827,558 | | 1,827,558 | ||||||||||||
Asset-Backed Securities (including CDOs) | | 7,799,385 | | 7,799,385 | ||||||||||||
Foreign Bonds | | 70,105,194 | | 70,105,194 | ||||||||||||
Floating Rate Loans | | 685,801 | | 685,801 | ||||||||||||
Mutual Funds | 6,158,589 | | | 6,158,589 | ||||||||||||
Total | $6,398,159 | $509,567,607 | $546,993 | $516,512,759 | ||||||||||||
Other Financial Instruments | ||||||||||||||||
Futures Contracts Assets | $213,540 | $ | $ | $213,540 | ||||||||||||
Futures Contracts Liabilities | (70,519 | ) | | | (70,519 | ) | ||||||||||
Forward Foreign Currency Exchange Contracts Assets | | 861,516 | | 861,516 | ||||||||||||
Forward Foreign Currency Exchange Contracts Liabilities | | (422,164 | ) | | (422,164 | ) |
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 funds policy is to recognize transfers between the levels as of the end of the period. The table presents the activity of level 3 securities held at the beginning and the end of the period.
Equity Securities | ||||
Balance as of 11/30/17 | $546,993 | |||
Change in unrealized appreciation or depreciation |
0 | |||
Balance as of 5/31/18 | $546,993 |
The net change in unrealized appreciation or depreciation from investments held as level 3 at May 31, 2018 is $0. At May 31, 2018, the fund held one level 3 security.
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
40
Notes to Financial Statements (unaudited) continued
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 purchased options, futures contracts, 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 May 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 | $213,540 | $(70,519 | ) | ||||||
Interest Rate | Purchased Interest Rate Options | 18,812 | | |||||||
Foreign Exchange | Forward Foreign Currency Exchange | 861,516 | (422,164 | ) | ||||||
Total | $1,093,868 | $(492,683 | ) |
(a) | The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the funds Statement of Assets and Liabilities. 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. |
41
Notes to Financial Statements (unaudited) continued
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended May 31, 2018 as reported in the Statement of Operations:
Risk | Futures Contracts |
Forward Foreign Currency Exchange Contracts |
||||||
Interest Rate | $1,620,490 | $ | ||||||
Foreign Exchange | | 881,157 | ||||||
Total | $1,620,490 | $881,157 |
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 six months ended May 31, 2018 as reported in the Statement of Operations:
Risk | Futures Contracts |
Forward Foreign |
Unaffiliated Issuers (Purchased Options) |
|||||||||
Interest Rate | $(236,265 | ) | $ | $(5,438 | ) | |||||||
Foreign Exchange | | 211,440 | | |||||||||
Total | $(236,265 | ) | $211,440 | $(5,438 | ) |
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
42
Notes to Financial Statements (unaudited) 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
43
Notes to Financial Statements (unaudited) 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
44
Notes to Financial Statements (unaudited) 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. Dividend and interest payments received in additional securities are recorded on the ex-dividend or 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
45
Notes to Financial Statements (unaudited) 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
46
Notes to Financial Statements (unaudited) continued
statements are periodically adjusted for permanent differences in order to reflect their 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, expiration of capital loss carryforwards, amortization and accretion of debt securities, straddle loss deferrals, and derivative transactions.
For the six months ended May 31, 2018, the amount of distributions estimated to be a tax return of capital was approximately $6,430,802 which is reported as distributions from other sources in the Statements of Changes in Net Assets.
The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:
Year ended 11/30/17 |
||||
Ordinary income (including any short-term capital gains) |
$16,248,537 | |||
Tax return of capital (b) | 21,298,942 | |||
Total distributions | $37,547,479 |
(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 5/31/18 | ||||
Cost of investments | $531,533,102 | |||
Gross appreciation | 4,246,217 | |||
Gross depreciation | (19,266,560 | ) | ||
Net unrealized appreciation (depreciation) | $(15,020,343 | ) | ||
As of 11/30/17 | ||||
Capital loss carryforwards | (12,918,244 | ) | ||
Other temporary differences | (193,659 | ) | ||
Net unrealized appreciation (depreciation) | 14,079 |
The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.
As of November 30, 2017, 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 | $(2,498,649 | ) | ||
Long-Term | (10,419,595 | ) | ||
Total | $(12,918,244 | ) |
47
Notes to Financial Statements (unaudited) continued
(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 0.32% of the funds average daily net assets and 4.57% of gross income less interest expense from leveraging. 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 six months ended May 31, 2018 was equivalent to an annual effective rate of 0.55% of the funds average daily net assets.
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 six months ended May 31, 2018, these fees paid to MFSC amounted to $7,894.
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 six months ended May 31, 2018 was equivalent to an annual effective rate of 0.0172% 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. The DB plan resulted in a pension expense of $1,653 and is included in Independent Trustees compensation in the Statement of Operations for the six months ended May 31, 2018. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $11,512 at May 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
48
Notes to Financial Statements (unaudited) continued
terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the six months ended May 31, 2018, the fee paid by the fund under this agreement was $357 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.
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 six months ended May 31, 2018, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:
Purchases | Sales | |||||||
U.S. Government securities | $61,197,799 | $58,463,717 | ||||||
Non-U.S. Government securities | $147,641,625 | $163,656,055 |
(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 1,114,470 shares of beneficial interest during the six months ended May 31, 2018 at an average price per share of $8.27 and a weighted average discount of 8.71% per share. The fund repurchased 2,208,712 shares of
beneficial interest during the year ended November 30, 2017 at the average price per share of $8.58 and a weighted average discount of 8.21% per share. Transactions in fund shares were as follows:
Six months ended 5/31/18 |
Year ended 11/30/17 |
|||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Capital shares reacquired | (1,114,470 | ) | $(9,211,430 | ) | (2,208,712 | ) | $(18,955,628 | ) |
(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 May 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, 2018. The trustees approved the renewal of the revolving secured line of credit up to the amount of $100,000,000 on substantially similar terms for a 365 day period which matures on August 20, 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 with the option to choose LIBOR periods of overnight, 1, 2, 3, or 6 months, or at the
option of the borrower an alternate base rate plus an agreed upon spread. The fund incurred interest expense of $1,086,336 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 revolving secured line of credit. The fund did not incur a
49
Notes to Financial Statements (unaudited) continued
commitment fee during the period. For the six months ended May 31, 2018, the average loan balance was $100,000,000 at a weighted average annual interest rate of 2.18%. The fund is subject to certain covenants including, but not limited to, requirements with respect to asset coverage, portfolio diversification and liquidity.
(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 |
5,804,640 | 101,932,870 | (101,578,305 | ) | 6,159,205 | |||||||||||||||
Affiliated Issuers | Realized Gain (Loss) |
Change in Unrealized Appreciation/ Depreciation |
Capital Gain Distributions |
Dividend Income |
Ending Value |
|||||||||||||||
MFS Institutional Money Market Portfolio |
$(342 | ) | $529 | $ | $60,050 | $6,158,589 |
(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 $1,280,000. 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.
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of MFS Charter Income Trust:
We have reviewed the accompanying statement of assets and liabilities of MFS Charter Income Trust (the Fund), including the portfolio of investments, as of May 31, 2018, and the related statements of operations, changes in net assets, cash flows and financial highlights for the six-month period ended May 31, 2018. These interim financial statements and financial highlights are the responsibility of the Funds management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements and financial highlights for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of changes in net assets for the year ended November 30, 2017 and the financial highlights for each of the five years in the period ended November 30, 2017, and in our report dated January 16, 2018, we expressed an unqualified opinion on such statement of changes in net assets and financial highlights.
Boston, Massachusetts
July 16, 2018
51
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 will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The funds Form N-Q is also available on the EDGAR database on the Commissions Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the funds Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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.
52
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.
53
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: MCR
ITEM 2. | CODE OF ETHICS. |
During the period covered by this report, the Registrant has not amended any provision in its Code of Ethics (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.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable for semi-annual reports.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable for semi-annual reports.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable for semi-annual reports.
ITEM 6. | SCHEDULE OF INVESTMENTS |
A schedule of investments for MFS Charter Income Trust is included as part of the report to shareholders under Item 1 of this Form N-CSR.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable for semi-annual reports.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Information regarding the portfolio manager(s) of the MFS Charter Income Trust (the Fund) is set forth below. Each portfolio manager is primarily responsible for the day-to-day management of the Fund.
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 will no longer be a portfolio manager of the Fund.
Portfolio Manager |
Primary Role |
Since | Title and Five Year History | |||
Robert Spector | Lead Portfolio Manager | 2015 | Investment Office of MFS; employed in the investment area of MFS since 2011. | |||
William Adams | Below Investment Grade Debt Instruments Portfolio Manager | 2011 | Investment Officer of MFS; employed in the investment area of MFS since 2009. | |||
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; Imperial Capital from May 2012 to March 2013. | |||
Joshua Marston | Structured Securities Portfolio Manager | 2012 | Investment Officer of MFS; Employed in the investment area of MFS since 1999. | |||
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 2013 | |||
Erik Weisman | Sovereign Debt Instruments Portfolio Manager | 2012 | Investment Officer of MFS; Employed in the investment area of MFS since 2002. |
Compensation
Portfolio manager compensation is reviewed annually. As of December 31, 2017, portfolio manager total cash compensation is a combination of base salary and performance bonus:
Base Salary Base salary 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.
With respect to each portfolio manager except Mr. William Adams, 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 assets managed by the portfolio manager over three- and five-year periods relative to peer group universes and/or 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) | ||
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 | Citigroup World Government Bond Non-Dollar Hedged Index JPMorgan Emerging Markets Bond Index Global Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclays U.S. Credit Bond Index Bloomberg Barclays U.S. Government/Mortgage Bond Index | |||
Joshua Marston | 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 | |||
Robert Spector | Citigroup World Government Bond Non-Dollar Hedged Index JPMorgan Emerging Markets Bond Index Global Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclays U.S. Credit Bond Index Bloomberg Barclays U.S. Government/Mortgage Bond Index | |||
Erik Weisman | Citigroup World Government Bond Non-Dollar Hedged Index |
1 | Information is as of March 1, 2018. |
Additional or different benchmarks, including versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, may also be used. Consideration is primarily given to portfolio performance over three and five years with consideration given to other periods, if available. For portfolio managers who have served for more than five years, additional, longer-term performance periods, including the ten-year and since inception periods, are also considered. For portfolio managers who have served for less than three years, additional, shorter-term performance periods, including the one-year period, may also be considered. Emphasis is generally placed on longer performance periods when multiple performance periods are available.
The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and managements assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance). This performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. 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. A selected fund may be, but is not required to be, a fund that is managed by the portfolio manager.
With respect to Mr. Adams, his compensation reflects his broader role within MFS as Chief Investment Officer-Global Fixed Income in addition to being a portfolio manager. His 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 based on overall group investment performance and business performance metrics. The qualitative portion is based on the results of an annual internal review process conducted by the Chief Executive Officer which takes into account his broad leadership responsibilities. This performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. 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. A selected fund may be, but is not required to be, a fund that is managed by the portfolio manager.
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 November 30, 2017. 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 | |
William Adams | N | |
Ward Brown | N | |
David Cole | N | |
Pilar Gomez-Bravo | N | |
Joshua Marston | N | |
Robert Persons | N | |
Matt Ryan | N | |
Michael Skatrud1 | N | |
Robert Spector | N | |
Erik Weisman | N |
1 | Mr. Skatrud became a Portfolio Manager of the Fund on March 1, 2018. Information is as of July 2, 2018. |
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 subadvised by MFS or an affiliate. The number and assets of these accounts were as follows as ofthe Funds fiscal year ended November 30, 2017:
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 | ||||||||||||||||||
William Adams |
12 | $ | 9.2 billion | 6 | $ | 1.1 billion | 1 | $ | 108.4 million | |||||||||||||||
Ward Brown |
9 | $ | 12.4 billion | 6 | $ | 3.7 billion | 3 | $ | 1.2 billion | |||||||||||||||
David Cole |
11 | $ | 9.1 billion | 4 | $ | 1.1 billion | 1 | $ | 108.3 million | |||||||||||||||
Pilar Bravo-Gomez |
5 | $ | 4.5 billion | 4 | $ | 3.2 billion | 1 | $ | 459.7 million | |||||||||||||||
Joshua Marston |
10 | $ | 21.7 billion | 8 | $ | 1.2 billion | 12 | $ | 240.1 million | |||||||||||||||
Robert Persons |
17 | $ | 31.2 billion | 9 | $ | 4.5 billion | 4 | $ | 690.4 million | |||||||||||||||
Matt Ryan |
11 | $ | 13.0 billion | 7 | $ | 4.4 billion | 3 | $ | 1.2 billion | |||||||||||||||
Michael Skatrud1 (Became a Portfolio Manager of the Fund on March 1, 2018) |
11 | $ | 8.2 billion | 5 | $ | 833 million | 1 | $ | 42 million | |||||||||||||||
Robert Spector |
5 | $ | 4.5 billion | 10 | $ | 5.2 billion | 50 | $ | 2.2 billion | |||||||||||||||
Erik Weisman |
7 | $ | 5.8 billion | 4 | $ | 3.3 billion | 1 | $ | 459.7 million |
* | Includes the Fund. |
1 | Account information is as of July 2, 2018. |
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. The Funds 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 Charter 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 |
||||||||||||
12/01/17-12/31/17 |
172,240 | 8.54 | 172,240 | 4,424,916 | ||||||||||||
1/01/18-1/31/18 |
256,249 | 8.40 | 256,249 | 4,168,667 | ||||||||||||
2/01/18-2/28/18 |
304,409 | 8.19 | 304,409 | 3,864,258 | ||||||||||||
3/01/18-3/31/18 |
106,825 | 8.16 | 106,825 | 3,757,433 | ||||||||||||
4/01/18-4/30/18 |
144,344 | 8.14 | 144,344 | 3,613,089 | ||||||||||||
5/01/18-5/31/18 |
130,403 | 8.02 | 130,403 | 3,482,686 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
1,114,470 | 8.27 | 1,114,470 | |||||||||||||
|
|
|
|
|
|
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, 2017 plan year is 4,966,142.
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. |
Not applicable for semi-annual reports.
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. Not applicable. |
(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. |
(b) | 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) | 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 CHARTER INCOME TRUST
By (Signature and Title)* | DAVID L. DILORENZO | |
David L. DiLorenzo, President |
Date: July 16, 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: July 16, 2018
By (Signature and Title)* | JAMES O. YOST | |
James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: July 16, 2018
* | Print name and title of each signing officer under his or her signature. |