MFS CHARTER INCOME TRUST N-CSR
Table of Contents

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)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: November 30

Date of reporting period: November 30, 2018


Table of Contents
ITEM 1.

REPORTS TO STOCKHOLDERS.


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Annual Report

November 30, 2018

 

LOGO

 

     MFS® Charter Income Trust

 

LOGO

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s Web site, and you will be notified by mail each time a report is posted and provided with a Web site link to access the report.

If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-637-2304 or by logging into your Investor Center account at www.computershare.com/investor.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-637-2304 to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.

 

MCR-ANN

 


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MANAGED DISTRIBUTION POLICY DISCLOSURE

The MFS Charter Income Trust’s (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 fund’s 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 fund’s investment performance from the amount of the current distribution or from the terms of the fund’s 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 fund’s 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 fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for information regarding the tax character of the fund’s 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 fund’s total assets and, therefore, could have the effect of increasing the fund’s 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 fund’s investment performance and should not be confused with ‘yield’ or ‘income’. The fund’s total return in relation to changes in net asset value is presented in the Financial Highlights.


Table of Contents

MFS® Charter Income Trust

New York Stock Exchange Symbol: MCR

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Portfolio managers’ profiles     9  
Dividend reinvestment and cash purchase plan     10  
Portfolio of investments     11  
Statement of assets and liabilities     36  
Statement of operations     37  
Statements of changes in net assets     38  
Statement of cash flows     39  
Financial highlights     40  
Notes to financial statements     42  
Report of independent registered public accounting firm     57  
Results of shareholder meeting     59  
Trustees and officers     60  
Board review of investment advisory agreement     66  
Proxy voting policies and information     70  
Quarterly portfolio disclosure     70  
Further information     70  
Information about fund contracts and legal claims     70  
Federal tax information     70  
MFS® privacy notice     71  
Contact information    back cover

 

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Higher bond yields, international trade friction, and geopolitical uncertainty have contributed to an uptick in market volatility in recent quarters — a departure from the

low-volatility environment that prevailed for much of 2017. Against this more challenging backdrop, equity markets in the United States have outperformed most international markets on a relative basis, though returns have been modest year to date on an absolute basis. Global economic growth has become less synchronized over the past few months, with Europe, China, and some emerging markets having shown signs of slowing growth while U.S. growth has remained above average.

Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains fairly accommodative around the world, with many central banks taking only tentative steps toward tighter policies.

U.S. tax reforms adopted in late 2017 have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. With the Republicans losing control of the U.S. House of Representatives, further meaningful U.S. fiscal stimulus appears less likely. A partial U.S. government shutdown, beginning in late 2018, also added to political uncertainty. Globally, inflation remains largely subdued, but tight labor markets and moderate global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear trade disputes could dampen business sentiment, leading to even slower global growth. While there has been progress on this front — a NAFTA replacement has been agreed upon between the U.S., Mexico, and Canada; the free trade pact with Korea has been updated; and a negotiating framework with the European Union has been agreed upon — tensions over trade with China remain quite high.

As a global investment manager with nearly a century of expertise, MFS® firmly believes active risk management offers downside mitigation and may help improve investment outcomes. We built our active investment platform with this belief in mind. Our long-term perspective influences nearly every aspect of our business, ensuring our investment decisions align with the investing time horizons of our clients.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

January 15, 2019

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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PORTFOLIO COMPOSITION

 

Portfolio structure at value

 

LOGO

 

Fixed income sectors (i)

 

High Yield Corporates     53.2%  
Emerging Markets Bonds     16.3%  
Investment Grade Corporates     10.1%  
Non-U.S. Government Bonds     6.4%  
U.S. Treasury Securities     6.3%  
Mortgage-Backed Securities     5.2%  
Collateralized Debt Obligations     2.1%  
Commercial Mortgage-Backed Securities     0.5%  
Asset-Backed Securities     0.2%  
Municipal Bonds     0.2%  
Floating Rate Loans     0.2%  
Portfolio facts (i)

 

Average Duration (d)     6.4  
Average Effective Maturity (m)     8.7 yrs.  

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

Composition including fixed income credit quality (a)(i)

 

AAA     7.9%  
AA     2.1%  
A     6.4%  
BBB     16.2%  
BB     35.3%  
B     23.5%  
CCC     4.4%  
CC     0.3%  
C     0.1%  
D (o)     0.0%  
U.S. Government     19.1%  
Federal Agencies     5.2%  
Not Rated     (19.8)  
Non-Fixed Income     0.2%  
Cash & Cash Equivalents (Less Liabilities)     (22.8)%  
Other     21.9%  
 

 

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Portfolio Composition – continued

 

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s 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 bond’s 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 portfolio’s 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 instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s 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 instrument’s 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 fund’s 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 November 30, 2018.

The portfolio is actively managed and current holdings may be different.

 

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MANAGEMENT REVIEW

Summary of Results

MFS Charter Income Trust (“fund”) is a closed-end fund. The fund’s investment objective is to seek high current income, but may also consider capital appreciation. MFS normally invests the fund’s assets primarily in debt instruments. MFS normally invests the fund’s assets in corporate bonds of U.S. and/or foreign issuers, U.S. Government securities, foreign government securities, mortgage-backed and other securitized instruments of U.S. and/or foreign issuers, and/or debt instruments of issuers located in emerging market countries. MFS allocates the fund’s assets across these categories with a view toward broad diversification across and within these categories.

For the twelve months ended November 30, 2018, shares of the fund provided a total return of –0.36%, at net asset value and a total return of –3.56%, at market value. This compares with a return of 0.36% for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index. Over the same period, the fund’s other benchmark, the MFS Charter Income Trust Blended Index (“Blended Index”), generated a return of –0.66%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

The performance commentary below is based on the net asset value performance of the fund which reflects the performance of the underlying pool of assets held by the fund. The total return at market value represents the return earned by owners of the shares of the fund which are traded publicly on the exchange.

Market Environment

During the reporting period, the US Federal Reserve raised interest rates by 100 basis points, bringing the total number of rate hikes to eight since the central bank began to normalize monetary policy in late 2015. Economic growth rates in the US, eurozone and Japan remained above trend despite a slowing in global growth, particularly toward the end of the period. Inflation remained contained, particularly outside the US. Late in the period, the European Central Bank announced that it would halt its asset purchase program at the end of 2018, but issued forward guidance that it does not expect to raise interest rates at least until after the summer of 2019. Both the Bank of England and the Bank of Canada raised rates several times during the period. The European political backdrop became a bit more volatile late in the period, spurred by concerns over cohesion in the eurozone after the election of an anti-establishment, Eurosceptic coalition government in Italy.

Bond yields rose in the US during the period but remained low by historical standards, while yields in many developed markets fell. Outside of emerging markets, where spreads and currencies came under pressure, credit spreads remained quite tight until the end of the period when thinner liquidity, lower oil prices and concerns over high degrees of corporate leverage emerged. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the period’s second

 

4


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Management Review – continued

 

half, especially outside the US. Tighter financial conditions from rising US rates and a strong dollar, combined with trade uncertainty, helped expose structural weaknesses in several emerging markets in the second half of the period.

Volatility increased at the end of the period amid signs of slowing global economic growth and increasing trade tensions, which prompted a market setback shortly after US markets set record highs in September. It was the second such equity market decline during the reporting period. The correction came despite a third consecutive quarter of strong growth in US earnings per share. Strong earnings growth, combined with the market decline, brought US equity valuations down from elevated levels earlier in the period to multiples more in line with long-term averages. While the US economy maintained its strength, global economic growth became less synchronized during the period, with Europe and China showing signs of a modest slowdown and some emerging markets coming under stress.

Factors Affecting Performance

Relative to the Blended Index, the fund’s positioning along the yield curve(y) contributed to relative performance. The fund’s lesser exposure to the government-related sovereign sector, and a greater exposure to the treasury sector, helped relative results. Additionally, security selection within the government-related agencies, treasury and financial institutions sectors also supported relative returns.

The fund employs leverage which has been created through the use of loan agreements with a bank. To the extent that investments are purchased through the use of leverage, the fund’s net asset value may increase or decrease at a greater rate than a comparable unleveraged fund. During the reporting period, the use of leverage benefited the fund’s performance.

Conversely, the fund’s security selection within the industrials and government-related sovereign sectors, in particular within “B” rated (r) bonds, detracted from relative results. Additionally, security selection within the utilities sector, particularly in high yield securities, also held back relative performance.

Respectfully,

Portfolio Manager(s)

Robert Spector, Ward Brown, David Cole, Pilar Gomez-Bravo, Joshua Marston, Robert Persons, Matt Ryan, Michael Skatrud, and Erik Weisman

 

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.

 

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

 

5


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Management Review – continued

 

Note to Shareholders: Effective March 1, 2018, Michael Skatrud became a Portfolio Manager of the Fund. Effective June 30, 2018, Richard Hawkins is no longer a Portfolio Manager of the Fund. Effective September 1, 2018, William Adams is no longer a Portfolio Manager of the Fund.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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PERFORMANCE SUMMARY THROUGH 11/30/18

The following chart presents the fund’s historical performance in comparison to its benchmark(s). Investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than their original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the sale of fund shares. Performance data shown represents past performance and is no guarantee of future results.

Price Summary for MFS Charter Income Trust

                   Date        Price     

 

Year Ended 11/30/18

     Net Asset Value        11/30/18        $8.44    
              11/30/17        $9.26    
     New York Stock Exchange Price        11/30/18        $7.41    
              1/05/18  (high) (t)       $8.54    
              11/21/18  (low) (t)       $7.26    
                11/30/17        $8.40    

Total Returns vs Benchmark(s)

 

         

 

Year Ended 11/30/18

     MFS Charter Income Trust at         
    

New York Stock Exchange Price (r)

     (3.56)%    
    

Net Asset Value (r)

     (0.36)%    
     Bloomberg Barclays U.S. High-Yield Corporate Bond
2% Issuer Capped Index (f)
       0.36%    
     MFS Charter Income Trust Blended Index (f)(w)      (0.66)%    
     Bloomberg Barclays U.S. Credit Bond Index (f)      (2.79)%    
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)      (0.74)%    
     FTSE World Government Bond Non-Dollar Hedged Index (f)      1.95%    
       JPMorgan Emerging Markets Bond Index Global (f)      (5.39)%    

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period December 1, 2017 through November 30, 2018.

 

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Performance Summary – continued

 

 

(w)

As of November 30, 2018, the MFS Charter Income Trust Blended Index was comprised of 42% Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 20% Bloomberg Barclays U.S. Government/Mortgage Bond Index, 15.2% FTSE World Government Bond Non-Dollar Hedged Index, 12.8% JPMorgan Emerging Markets Bond Index Global, and 10% Bloomberg Barclays U.S. Credit Bond Index.

Benchmark Definition(s)

Bloomberg Barclays U.S. Credit Bond Index – a market capitalization-weighted index that measures the performance of publicly issued, SEC-registered, U.S. corporate and specified foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.

Bloomberg Barclays U.S. Government/Mortgage Bond Index – measures debt issued by the U.S. Government, and its agencies, as well as mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index – a component of the Bloomberg Barclays U.S. High-Yield Corporate Bond Index, which measures performance of non-investment grade, fixed rate debt. The index limits the maximum exposure to any one issuer to 2%.

FTSE World Government Bond Non-Dollar Hedged Index (formerly Citigroup World Government Bond Non-Dollar Hedged Index) – a market capitalization-weighted index that is designed to represent the currency-hedged performance of the international developed government bond markets, excluding the United States.

JPMorgan Emerging Markets Bond Index Global – measures the performance of U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds.

It is not possible to invest directly in an index.

Notes to Performance Summary

The fund’s 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 fund’s concurrent liquidation.

The fund’s target annual distribution rate is calculated based on an annual rate of 8.00% of the fund’s average monthly net asset value, not a fixed share price, and the fund’s dividend amount will fluctuate with changes in the fund’s average monthly net assets.

Net asset values and performance results based on net asset value per share do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the Statement of Assets and Liabilities or the Financial Highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

In accordance with Section 23(c) of the Investment Company Act of 1940, the fund hereby gives notice that it may from time to time repurchase shares of the fund in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine.

 

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PORTFOLIO MANAGERS’ PROFILES

 

Portfolio Manager   Primary Role   Since   Title and Five Year History
Robert Spector   Lead and Debt
Instruments
Portfolio Manager
  2015  

Investment Officer of MFS; employed in

the investment management area of MFS since 2011.

Ward Brown   Emerging
Markets Debt
Instruments
Portfolio Manager
  2012   Investment Officer of MFS; employed in the investment management area of MFS since 2005.
David Cole   Below Investment
Grade Debt
Instruments
Portfolio Manager
  2006   Investment Officer of MFS; employed in the investment management area of MFS since 2004.
Pilar Gomez-Bravo   Debt Instruments
Portfolio Manager
  2013   Investment Officer of MFS; employed in the investment management area of MFS since 2013.
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
Instruments
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 is no longer a Portfolio Manager of the Fund.

 

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DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

The fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) that allows common shareholders to reinvest either all of the distributions paid by the fund or only the long-term capital gains. Generally, purchases are made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, purchases will be made at a price of either the net asset value or 95% of the market price, whichever is greater. You can also buy shares on a quarterly basis in any amount $100 and over. The Plan Agent will purchase shares under the Cash Purchase Plan on the 15th of January, April, July, and October or shortly thereafter.

If shares are registered in your own name, new shareholders will automatically participate in the Plan, unless you have indicated that you do not wish to participate. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the fund. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each participant pays a pro rata share of the transaction expenses, including commissions. The tax status of dividends and capital gain distributions does not change whether received in cash or reinvested in additional shares – the automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions.

If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan Agent’s website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.

If you have any questions or for further information or a copy of the Plan, contact the Plan Agent Computershare Trust Company, N.A. (the Transfer Agent for the fund) at 1-800-637-2304, at the Plan Agent’s website at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078.

 

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PORTFOLIO OF INVESTMENTS

11/30/18

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Bonds - 120.6%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 1.1%                 
Bombardier, Inc., 7.5%, 3/15/2025 (n)    $ 140,000     $ 133,000  
DAE Funding LLC, 5.75%, 11/15/2023 (n)      725,000       712,313  
DAE Funding LLC, 5%, 8/01/2024 (n)      1,640,000       1,545,700  
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027      140,000       128,674  
L3 Technologies, Inc., 3.85%, 6/15/2023      213,000       211,137  
Lockheed Martin Corp., 3.55%, 1/15/2026      263,000       257,809  
TransDigm, Inc., 6.5%, 7/15/2024      925,000       927,313  
TransDigm, Inc., 6.375%, 6/15/2026      595,000       580,803  
    

 

 

 
             $ 4,496,749  
Apparel Manufacturers - 0.0%                 
Coach, Inc., 4.125%, 7/15/2027    $ 193,000     $ 179,616  
Asset-Backed & Securitized - 2.8%                 
ALM Loan Funding CLO, 2015-16A, “BR2”, FLR, 4.336% (LIBOR - 3mo. + 1.9%), 7/15/2027 (n)    $ 1,120,000     $ 1,114,980  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.936% (LIBOR - 1mo. + 1.6%), 12/28/2040 (z)      362,844       335,025  
Chesapeake Funding II LLC, 2016-1A, “A2”, FLR, 3.457% (LIBOR - 1mo. + 1.15%), 3/15/2028 (n)      456,221       457,274  
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048      500,000       487,658  
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)      3,545,404       425,449  
Dryden Senior Loan Fund, 2013-26A, “AR”, CLO, FLR, 3.336% (LIBOR - 3mo. + 0.9%), 4/15/2029 (z)      592,000       587,769  
Flatiron CLO Ltd., 2013-1A, “A2R”, FLR, 4.099% (LIBOR - 3mo. + 1.65%), 1/17/2026 (n)      929,626       929,160  
Fort Cre LLC, 2018-1A, “A1”, FLR, 3.475% (LIBOR - 1mo. + 1.2%), 10/21/2023 (n)      290,500       288,902  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 4.145% (LIBOR - 3mo. + 1.7%), 7/18/2031 (z)      940,000       930,408  
Kref Ltd., 2018-FL1, “A”, 3.402% (LIBOR - 1mo. + 1.1%), 6/15/2036 (z)      385,000       384,980  
Loomis, Sayles & Co., CLO, 2015-2A, “A1R”, FLR, 3.336% (LIBOR - 3mo. + 0.9%), 4/15/2028 (n)      2,526,000       2,515,404  
Magnetite CLO Ltd., 2012-7A, “A1R2”, FLR, 3.236% (LIBOR - 3mo. + 0.8%), 1/15/2028 (n)      693,000       683,518  
Octagon Investment Partners XVII Ltd., 2013-1A, “BR2”, FLR, 3.89% (LIBOR - 3mo. + 1.4%), 1/25/2031 (n)      1,050,000       1,027,766  

 

11


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Asset-Backed & Securitized - continued                 
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, “A5”, 3.148%, 5/15/2048    $ 768,632     $ 742,889  
    

 

 

 
             $ 10,911,182  
Automotive - 1.3%                 
Allison Transmission, Inc., 5%, 10/01/2024 (n)    $ 2,006,000     $ 1,930,775  
Ferrari N.V., 1.5%, 3/16/2023    EUR 350,000       395,922  
General Motors Co., 6.75%, 4/01/2046    $ 123,000       119,561  
General Motors Financial Co., Inc., 3.45%, 4/10/2022      256,000       245,822  
IHO Verwaltungs GmbH, 4.75%, (4.75% cash or 5.5% PIK) 9/15/2026 (n)(p)      1,230,000       1,085,475  
Jaguar Land Rover Automotive PLC, 4.5%, 10/01/2027 (n)      225,000       165,937  
Lear Corp., 3.8%, 9/15/2027      162,000       146,016  
LKQ Euro Holdings B.V., 3.625%, 4/01/2026    EUR 100,000       110,097  
LKQ European Holdings B.V., 3.625%, 4/01/2026 (n)      100,000       110,097  
Volkswagen Bank GmbH, 0.75%, 6/15/2023      220,000       239,325  
Volkswagen Financial Services AG, 0.875%, 4/12/2023      200,000       219,537  
Volkswagen International Finance N.V., 2.7% to 12/14/2022, FLR (EUR Swap Rate - 5yr. + 2.54%) to 12/14/2027, FLR (EUR Swap Rate - 5yr. + 2.79%) to 12/14/2042, FLR (EUR Swap Rate - 5yr. + 3.54%) to 12/31/2099      100,000       107,142  
Volkswagen International Finance N.V., 3.375% to 6/27/2024, FLR (EUR Swap Rate - 6yr. + 2.97%) to 6/27/2028, FLR (EUR Swap Rate - 6yr. + 2.22%) to 6/27/2044, FLR (EUR Swap Rate - 6yr. + 3.97%) to 12/31/2099      200,000       209,470  
    

 

 

 
             $ 5,085,176  
Banks & Diversified Financials (Covered Bonds) - 0.1%

 

       
CaixaBank S.A., 1.125%, 1/12/2023    EUR 200,000     $ 220,271  
Broadcasting - 2.1%                 
Liberty Media Corp. - Liberty Formula One,     
8.5%, 7/15/2029    $ 720,000     $ 745,200  
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030      735,000       760,725  
Match Group, Inc., 6.375%, 6/01/2024      1,010,000       1,044,340  
Netflix, Inc., 5.875%, 2/15/2025      925,000       943,500  
Netflix, Inc., 4.875%, 4/15/2028      325,000       299,812  
Netflix, Inc., 5.875%, 11/15/2028 (n)      1,145,000       1,128,855  
Netflix, Inc., 4.625%, 5/15/2029 (n)    EUR 625,000       695,180  
RELX Finance B.V., 1%, 3/22/2024      150,000       168,960  
SES S.A., 1.625%, 3/22/2026      200,000       217,858  
WMG Acquisition Corp., 5%, 8/01/2023 (n)    $ 210,000       207,113  
WMG Acquisition Corp., 4.125%, 11/01/2024    EUR 328,500       385,376  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Broadcasting - continued                 
WMG Acquisition Corp., 4.875%, 11/01/2024 (n)    $ 1,120,000     $ 1,083,600  
WMG Acquisition Corp., 5.5%, 4/15/2026 (n)      225,000       218,250  
WPP Finance, 2.875%, 9/14/2046    GBP 150,000       138,868  
WPP Finance 2016 Co., 1.375%, 3/20/2025    EUR 120,000       132,353  
    

 

 

 
             $ 8,169,990  
Brokerage & Asset Managers - 0.2%                 
Charles Schwab Corp., 3.85%, 5/21/2025    $ 229,000     $ 229,593  
E*TRADE Financial Corp., 2.95%, 8/24/2022      199,000       191,831  
Euroclear Investments S.A., 2.625% to 4/11/2028, FLR (EUR Swap Rate - 5yr. + 2.625%) to 4/11/2048    EUR 100,000       111,258  
Intercontinental Exchange, Inc., 2.75%, 12/01/2020    $ 178,000       175,863  
Intercontinental Exchange, Inc., 3.75%, 12/01/2025      292,000       289,318  
    

 

 

 
             $ 997,863  
Building - 2.5%                 
ABC Supply Co., Inc., 5.75%, 12/15/2023 (n)    $ 1,155,000     $ 1,153,498  
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n)      535,000       518,281  
Beacon Escrow Corp., 4.875%, 11/01/2025 (n)      1,220,000       1,107,150  
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)      205,000       177,550  
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n)      205,000       189,625  
James Hardie International Finance Ltd., 5%, 1/15/2028 (n)      930,000       830,025  
Martin Marietta Materials, Inc., 3.45%, 6/01/2027      133,000       121,265  
Martin Marietta Materials, Inc., 3.5%, 12/15/2027      179,000       162,312  
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n)      945,000       973,350  
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n)      1,051,000       969,548  
PriSo Acquisition Corp., 9%, 5/15/2023 (n)      387,000       393,773  
Standard Industries, Inc., 5.375%, 11/15/2024 (n)      1,675,000       1,591,250  
Standard Industries, Inc., 6%, 10/15/2025 (n)      665,000       648,375  
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023      1,015,000       1,004,820  
Summit Materials LLC/Summit Materials Finance Co., 5.125%, 6/01/2025 (n)      190,000       172,425  
    

 

 

 
             $ 10,013,247  
Business Services - 2.6%                 
Ascend Learning LLC, 6.875%, 8/01/2025 (n)    $ 670,000     $ 649,900  
CDK Global, Inc., 4.875%, 6/01/2027      1,265,000       1,179,612  
Cisco Systems, Inc., 2.2%, 2/28/2021      350,000       341,837  
Equinix, Inc., 5.375%, 4/01/2023      825,000       831,188  
Equinix, Inc., 5.75%, 1/01/2025      567,000       576,809  
Equinix, Inc., 5.875%, 1/15/2026      490,000       497,350  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Business Services - continued                 
Fidelity National Information Services, Inc., 3.875%, 6/05/2024    $ 146,000     $ 144,226  
Fidelity National Information Services, Inc., 5%, 10/15/2025      39,000       40,224  
Fidelity National Information Services, Inc., 3%, 8/15/2026      267,000       242,588  
Financial & Risk U.S. Holdings, Inc., 8.25%, 11/15/2026 (n)      955,000       909,637  
First Data Corp., 5%, 1/15/2024 (n)      1,705,000       1,681,471  
MSCI, Inc., 4.75%, 8/01/2026 (n)      940,000       895,350  
Travelport Worldwide Ltd., 6%, 3/15/2026 (n)      1,265,000       1,246,025  
Vantiv LLC/Vantiv Issuer Corp., 4.375%, 11/15/2025 (n)      900,000       838,125  
Verscend Escrow Corp., 9.75%, 8/15/2026 (n)      335,000       322,438  
    

 

 

 
             $ 10,396,780  
Cable TV - 4.9%                 
Altice Financing S.A., 6.625%, 2/15/2023 (n)    $ 505,000     $ 498,687  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024      2,110,000       2,120,972  
CCO Holdings LLC/CCO Holdings Capital Corp.,
5.375%, 5/01/2025 (n)
     415,000       407,738  
CCO Holdings LLC/CCO Holdings Capital Corp.,
5.75%, 2/15/2026 (n)
     1,555,000       1,555,016  
CCO Holdings LLC/CCO Holdings Capital Corp.,
5.875%, 5/01/2027 (n)
     895,000       877,100  
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035      135,000       137,824  
CSC Holdings LLC, 5.5%, 5/15/2026 (z)      705,000       682,748  
CSC Holdings LLC, 5.5%, 4/15/2027 (n)      2,135,000       2,047,572  
CSC Holdings LLC, 7.5%, 4/01/2028 (z)      500,000       515,600  
DISH DBS Corp., 5.875%, 11/15/2024      845,000       718,250  
Intelsat Connect Finance, 9.5%, 2/15/2023 (n)      310,000       289,850  
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023      810,000       714,825  
Shaw Communications, Inc., 5.65%, 10/01/2019    CAD 260,000       200,294  
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n)    $ 740,000       718,910  
Sirius XM Radio, Inc., 6%, 7/15/2024 (n)      900,000       921,375  
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n)      705,000       694,425  
Sky PLC, 2.5%, 9/15/2026    EUR 250,000       301,764  
Telenet Finance Luxembourg S.A., 5.5%, 3/01/2028 (n)    $ 1,600,000       1,464,000  
Time Warner Cable, Inc., 4.5%, 9/15/2042      119,000       93,818  
Videotron Ltd., 5.375%, 6/15/2024 (n)      350,000       349,125  
Videotron Ltd., 5.125%, 4/15/2027 (n)      1,440,000       1,364,400  
Virgin Media Finance PLC, 5.75%, 1/15/2025 (n)      200,000       190,000  
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n)      1,100,000       1,029,875  
VTR Finance B.V., 6.875%, 1/15/2024 (n)      431,000       436,926  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Cable TV - continued                 
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n)    $ 1,155,000     $ 1,053,221  
    

 

 

 
             $ 19,384,315  
Chemicals - 2.0%                 
Air Liquide Finance Co., 2.25%, 9/27/2023 (n)    $ 261,000     $ 245,302  
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n)      1,485,000       1,437,777  
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n)      610,000       603,747  
International Flavors & Fragrances, Inc., 1.8%, 9/25/2026    EUR 100,000       111,871  
OCI N.V., 5%, 4/15/2023      330,000       386,202  
OCI N.V., 6.625%, 4/15/2023 (n)    $ 1,155,000       1,172,325  
PolyOne Corp., 5.25%, 3/15/2023      865,000       862,837  
Sasol Chemicals (USA) LLC, 5.875%, 3/27/2024      273,000       272,659  
Sasol Financing USA LLC, 6.5%, 9/27/2028      1,025,000       1,019,094  
SPCM S.A., 4.875%, 9/15/2025 (n)      1,250,000       1,143,125  
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 6.5%, 10/01/2026 (n)    EUR 815,000       857,107  
    

 

 

 
             $ 8,112,046  
Computer Software - 0.4%                 
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n)    $ 780,000     $ 790,868  
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n)      670,000       677,318  
Microsoft Corp., 4.1%, 2/06/2037      161,000       160,642  
Ubisoft Entertainment S.A., 1.289%, 1/30/2023    EUR 100,000       111,969  
    

 

 

 
             $ 1,740,797  
Computer Software - Systems - 1.1%                 
Apple, Inc., 4.5%, 2/23/2036    $ 217,000     $ 224,512  
Apple, Inc., 3.6%, 7/31/2042    GBP 130,000       181,578  
Apple, Inc., 4.25%, 2/09/2047    $ 84,000       81,529  
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024      140,000       140,000  
CDW LLC/CDW Finance Corp., 5%, 9/01/2025      395,000       385,125  
Fair Isaac Corp., 5.25%, 5/15/2026 (n)      1,065,000       1,050,356  
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)      605,000       613,319  
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n)      1,550,000       1,542,250  
    

 

 

 
             $ 4,218,669  
Conglomerates - 2.4%                 
Amsted Industries Co., 5%, 3/15/2022 (n)    $ 1,935,000     $ 1,901,137  
BWX Technologies, Inc., 5.375%, 7/15/2026 (n)      1,300,000       1,261,000  
EnerSys, 5%, 4/30/2023 (n)      1,535,000       1,496,625  
Entegris, Inc., 4.625%, 2/10/2026 (n)      1,650,000       1,526,894  
Gates Global LLC, 6%, 7/15/2022 (n)      436,000       433,820  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Conglomerates - continued                 
Roper Technologies, Inc., 4.2%, 9/15/2028    $ 152,000     $ 148,284  
Smiths Group PLC, 2%, 2/23/2027    EUR 200,000       222,691  
Stevens Holding Co., Inc., 6.125%, 10/01/2026 (n)    $ 1,040,000       1,027,000  
TriMas Corp., 4.875%, 10/15/2025 (n)      1,195,000       1,120,313  
United Technologies Corp., 4.625%, 11/16/2048      190,000       182,774  
Wabtec Corp., 4.7%, 9/15/2028      140,000       132,460  
    

 

 

 
             $ 9,452,998  
Construction - 0.7%                 
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d)    $ 450,000     $ 73,215  
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (a)(d)(n)      853,000       139,679  
Mattamy Group Corp., 6.5%, 10/01/2025 (n)      1,370,000       1,286,087  
Toll Brothers Finance Corp., 4.875%, 11/15/2025      335,000       318,250  
Toll Brothers Finance Corp., 4.35%, 2/15/2028      1,280,000       1,123,200  
    

 

 

 
             $ 2,940,431  
Consumer Products - 1.0%                 
Coty, Inc., 4.75%, 4/15/2026 (n)    EUR 200,000     $ 200,642  
Coty, Inc., 6.5%, 4/15/2026 (n)    $ 470,000       413,600  
Energizer Gamma Acquisition, Inc., 6.375%, 7/15/2026 (n)      710,000       667,400  
JAB Holdings B.V., 2%, 5/18/2028    EUR 300,000       333,599  
JAB Holdings B.V., 2.5%, 6/25/2029      200,000       228,206  
Prestige Brands, Inc., 6.375%, 3/01/2024 (n)    $ 241,000       238,891  
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)      250,000       248,664  
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)      272,000       249,971  
Spectrum Brands, Inc., 6.125%, 12/15/2024      150,000       144,750  
Spectrum Brands, Inc., 5.75%, 7/15/2025      1,120,000       1,059,800  
    

 

 

 
             $ 3,785,523  
Consumer Services - 1.3%                 
Cimpress N.V., 7%, 6/15/2026 (n)    $ 770,000     $ 748,825  
Frontdoor, Inc., 6.75%, 8/15/2026 (n)      765,000       738,225  
G4S International Finance PLC, 1.5%, 1/09/2023    EUR 200,000       226,232  
ManpowerGroup, 1.75%, 6/22/2026      150,000       169,542  
Matthews International Corp., 5.25%, 12/01/2025 (n)    $ 845,000       785,850  
NVA Holdings, Inc., 6.875%, 4/01/2026 (n)      650,000       619,938  
Priceline Group, Inc., 1.8%, 3/03/2027    EUR 200,000       226,905  
Priceline Group, Inc., 3.55%, 3/15/2028    $ 141,000       130,572  
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n)      1,055,000       1,015,437  
Visa, Inc., 4.15%, 12/14/2035      234,000       235,330  
Visa, Inc., 4.3%, 12/14/2045      150,000       150,070  
    

 

 

 
             $ 5,046,926  

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Containers - 2.6%                 
ARD Finance S.A., 6.625%, 9/15/2023    EUR 250,000     $ 275,242  
ARD Finance S.A., 7.125%, 9/15/2023    $ 650,000       598,000  
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023 (p)(z)      405,000       331,031  
Berry Global Group, Inc., 5.5%, 5/15/2022      1,025,000       1,025,000  
Crown American LLC, 4.5%, 1/15/2023      875,000       861,000  
Crown Americas LLC/Crown Americas Capital Corp., 4.75%, 2/01/2026 (n)      815,000       785,497  
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026      520,000       483,600  
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n)      805,000       743,619  
Multi-Color Corp., 6.125%, 12/01/2022 (n)      1,321,000       1,324,302  
Reynolds Group, 5.75%, 10/15/2020      494,245       493,627  
Reynolds Group, 5.125%, 7/15/2023 (n)      450,000       439,313  
San Miguel Industrias PET S.A., 4.5%, 9/18/2022 (n)      337,000       324,278  
Sealed Air Corp., 4.875%, 12/01/2022 (n)      1,110,000       1,105,838  
Sealed Air Corp., 5.5%, 9/15/2025 (n)      170,000       167,875  
Silgan Holdings, Inc., 4.75%, 3/15/2025      855,000       803,700  
W/S Packaging Group, Inc., 9%, 4/15/2023 (n)      695,000       705,425  
    

 

 

 
             $ 10,467,347  
Electrical Equipment - 0.5%                 
Arrow Electronics, Inc., 3.5%, 4/01/2022    $ 173,000     $ 169,041  
CommScope Technologies LLC, 5%, 3/15/2027 (n)      2,305,000       1,898,744  
    

 

 

 
             $ 2,067,785  
Electronics - 0.9%                 
ASML Holding N.V., 1.375%, 7/07/2026    EUR 250,000     $ 285,464  
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027    $ 240,000       215,953  
Qorvo, Inc., 5.5%, 7/15/2026 (n)      1,145,000       1,110,650  
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)      520,000       521,300  
Sensata Technologies B.V., 5%, 10/01/2025 (n)      1,555,000       1,496,687  
    

 

 

 
             $ 3,630,054  
Emerging Market Quasi-Sovereign - 4.1%                 
Abu Dhabi Crude Oil Pipeline, 4.6%, 11/02/2047 (n)    $ 400,000     $ 373,532  
Aeropuerto Internacional de Tocumen S.A.,
6%, 11/18/2048 (n)
     987,000       959,858  
Empresa Nacional del Petroleo, 3.75%, 8/05/2026      568,000       519,669  
Empresa Nacional del Petroleo, 5.25%, 11/06/2029 (n)      767,000       760,467  
EQUATE Petrochemical B.V., 4.25%, 11/03/2026      1,022,000       970,900  
Eskom Holding SOC Ltd., 6.35%, 8/10/2028      1,024,000       969,216  
KazMunayGas National Co., 5.375%, 4/24/2030 (n)      500,000       476,604  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Emerging Market Quasi-Sovereign - continued                 
NTPC Ltd., 4.25%, 2/26/2026    $ 442,000     $ 418,640  
Office Cherifien des Phosphates, 6.875%, 4/25/2044 (n)      351,000       355,103  
Petrobras Global Finance B.V., 5.299%, 1/27/2025      1,548,000       1,460,383  
Petrobras Global Finance B.V., 5.75%, 2/01/2029      1,307,000       1,196,558  
Petroleos del Peru S.A., 4.75%, 6/19/2032 (n)      1,062,000       990,315  
Petroleos del Peru S.A., 4.75%, 6/19/2032      475,000       442,938  
Petroleos Mexicanos, 6.5%, 1/23/2029 (n)      1,532,000       1,407,602  
PT Indonesia Asahan Aluminium (Persero),
6.53%, 11/15/2028 (n)
     450,000       463,320  
PT Indonesia Asahan Aluminium (Persero), 6.757%, 11/15/2048 (n)      944,000       931,305  
PT Perusahaan Listrik Negara, 2.875%, 10/25/2025 (n)    EUR 200,000       223,973  
PT Perusahaan Listrik Negara, 5.375%, 1/25/2029 (n)    $ 597,000       586,697  
REC Ltd., 5.25%, 11/13/2023 (n)      1,510,000       1,532,046  
Southern Gas Corridor CJSC, 6.875%, 3/24/2026      1,315,000       1,375,148  
    

 

 

 
             $ 16,414,274  
Emerging Market Sovereign - 6.3%                 
Arab Republic of Egypt, 8.5%, 1/31/2047    $ 1,025,000     $ 933,847  
Dominican Republic, 5.95%, 1/25/2027      842,000       826,212  
Dominican Republic, 6%, 7/19/2028 (n)      550,000       538,313  
Dominican Republic, 6.5%, 2/15/2048 (n)      150,000       138,000  
Federal Republic of Nigeria, 7.625%, 11/21/2025 (n)      593,000       571,023  
Federal Republic of Nigeria, 8.747%, 1/21/2031 (n)      1,398,000       1,349,294  
Federative Republic of Brazil, 5%, 1/27/2045      550,000       459,250  
Government of Ukraine, 8.994%, 2/01/2024 (n)      593,000       559,009  
Government of Ukraine, 7.75%, 9/01/2024      1,047,000       932,353  
Government of Ukraine, 9.75%, 11/01/2028 (n)      1,213,000       1,142,100  
Oriental Republic of Uruguay, 4.975%, 4/20/2055      563,000       514,582  
Republic of Angola, 9.375%, 5/08/2048      954,000       922,919  
Republic of Argentina, 6.875%, 4/22/2021      344,000       324,564  
Republic of Argentina, 4.625%, 1/11/2023      1,700,000       1,418,650  
Republic of Argentina, 7.5%, 4/22/2026      1,170,000       993,342  
Republic of Argentina, 6.875%, 1/26/2027      1,210,000       974,667  
Republic of Cote d’Ivoire, 5.25%, 3/22/2030    EUR 929,000       931,560  
Republic of Hungary, 5.75%, 11/22/2023    $ 486,000       516,987  
Republic of Hungary, 7.625%, 3/29/2041      470,000       628,713  
Republic of Indonesia, 2.875%, 7/08/2021 (n)    EUR 175,000       207,909  
Republic of Indonesia, 4.125%, 1/15/2025    $ 831,000       805,384  
Republic of Indonesia, 4.125%, 1/15/2025 (n)      342,000       331,458  
Republic of Indonesia, 8.25%, 5/15/2029    IDR 21,298,000,000       1,525,699  
Republic of Paraguay, 6.1%, 8/11/2044 (n)    $ 550,000       548,625  
Republic of South Africa, 5.875%, 6/22/2030      817,000       772,114  

 

18


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Emerging Market Sovereign - continued                 
Republic of Sri Lanka, 6.125%, 6/03/2025    $ 643,000     $ 555,231  
Republic of Turkey, 7.25%, 12/23/2023      1,655,000       1,642,587  
Republic of Turkey, 7.375%, 2/05/2025      550,000       542,509  
Republic of Turkey, 5.2%, 2/16/2026    EUR 994,000       1,101,676  
Republic of Turkey, 4.875%, 10/09/2026    $ 1,432,000       1,205,544  
Russian Federation, 4.75%, 5/27/2026      800,000       778,744  
United Mexican States, 4.6%, 2/10/2048      326,000       280,852  
    

 

 

 
             $ 24,973,717  
Energy - Independent - 3.2%                 
Afren PLC, 10.25%, 4/08/2019 (a)(d)(z)    $ 451,812     $ 163  
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024      1,160,000       826,500  
Callon Petroleum Co., 6.375%, 7/01/2026      925,000       890,312  
CrownRock LP/CrownRock Finance, Inc.,
5.625%, 10/15/2025 (n)
     1,340,000       1,252,900  
Diamondback Energy, Inc., 5.375%, 5/31/2025      1,405,000       1,389,194  
Gulfport Energy Corp., 6%, 10/15/2024      465,000       425,475  
Gulfport Energy Corp., 6.375%, 5/15/2025      615,000       558,113  
Indigo Natural Resources LLC, 6.875%, 2/15/2026 (n)      805,000       748,650  
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas     
Finance Corp., 6%, 8/01/2026 (n)      885,000       856,237  
Oasis Petroleum, Inc., 6.25%, 5/01/2026 (n)      825,000       761,062  
Parsley Energy LLC/Parsley Finance Corp.,
5.25%, 8/15/2025 (n)
     245,000       231,525  
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)      1,785,000       1,695,750  
QEP Resources, Inc., 5.25%, 5/01/2023      855,000       816,525  
Sanchez Energy Corp., 6.125%, 1/15/2023      680,000       170,000  
SM Energy Co., 6.75%, 9/15/2026      1,195,000       1,147,200  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026      987,000       899,252  
    

 

 

 
             $ 12,668,858  
Energy - Integrated - 0.0%                 
Eni S.p.A., 4%, 9/12/2023 (n)    $ 200,000     $ 194,857  
Entertainment - 0.8%                 
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n)    $ 975,000     $ 969,823  
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)      2,345,000       2,245,337  
    

 

 

 
             $ 3,215,160  
Financial Institutions - 0.9%                 
AerCap Ireland Capital Ltd., 3.65%, 7/21/2027    $ 379,000     $ 329,405  
Avolon Holdings Funding Ltd., 5.125%, 10/01/2023      490,000       488,162  

 

19


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Financial Institutions - continued                 
EXOR N.V., 1.75%, 1/18/2028    EUR 200,000     $ 213,616  
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n)    $ 1,940,000       1,951,892  
Wand Merger Corp., 8.125%, 7/15/2023 (n)      425,000       429,250  
    

 

 

 
             $ 3,412,325  
Food & Beverages - 2.7%                 
Anheuser-Busch InBev N.V., 1.5%, 4/18/2030    EUR 250,000     $ 263,540  
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038    $ 80,000       71,804  
Aramark Services, Inc., 4.75%, 6/01/2026      1,225,000       1,166,812  
Aramark Services, Inc., 5%, 2/01/2028 (n)      760,000       722,000  
Constellation Brands, Inc., 4.4%, 11/15/2025      227,000       226,043  
Cott Holdings, Inc., 5.5%, 4/01/2025 (n)      1,510,000       1,457,150  
Danone S.A., 2.077%, 11/02/2021 (n)      236,000       225,758  
Danone S.A., 2.589%, 11/02/2023 (n)      553,000       520,538  
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n)      215,000       208,550  
JBS USA Lux S.A./JBS USA Finance, Inc., 5.875%, 7/15/2024 (n)      1,560,000       1,532,700  
Kraft Heinz Foods Co., 5.2%, 7/15/2045      31,000       28,163  
Kraft Heinz Foods Co., 4.375%, 6/01/2046      130,000       106,176  
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)      705,000       680,325  
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n)      420,000       409,080  
Pilgrim’s Pride Corp., 5.875%, 9/30/2027 (n)      1,410,000       1,335,975  
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)      1,590,000       1,578,075  
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n)      300,000       299,588  
    

 

 

 
             $ 10,832,277  
Gaming & Lodging - 2.1%                 
CCM Merger, Inc., 6%, 3/15/2022 (n)    $ 715,000     $ 723,937  
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/01/2025      760,000       755,060  
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026      145,000       143,811  
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026 (n)      950,000       928,625  
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025      1,260,000       1,215,900  
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023 (z)      870,000       863,475  
MGM Resorts International, 6.625%, 12/15/2021      445,000       466,138  
MGM Resorts International, 6%, 3/15/2023      460,000       467,475  
MGM Resorts International, 5.75%, 6/15/2025      875,000       860,781  
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021      495,000       490,050  
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023      670,000       661,625  
Wyndham Hotels Group, LLC, 5.375%, 4/15/2026 (n)      850,000       818,125  
    

 

 

 
             $ 8,395,002  
Industrial - 0.7%                 
Cleaver Brooks, Inc., 7.875%, 3/01/2023 (n)    $ 845,000     $ 836,550  
Grainger PLC, 3.375%, 4/24/2028    GBP 120,000       150,413  

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Industrial - continued                 
Investor AB, 1.5%, 9/12/2030    EUR 200,000     $ 226,953  
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n)    $ 1,615,000       1,510,025  
    

 

 

 
             $ 2,723,941  
Insurance - 0.4%                 
American International Group, Inc., 1.875%, 6/21/2027    EUR 110,000     $ 117,324  
Argentum Zurich Insurance, 3.5%, 10/01/2046      200,000       233,240  
AssuredPartners Inc., 7%, 8/15/2025 (n)    $ 875,000       825,781  
NN Group N.V., 4.625%, 4/08/2044    EUR 200,000       237,803  
    

 

 

 
             $ 1,414,148  
Insurance - Health - 0.6%                 
Aetna, Inc., 2.8%, 6/15/2023    $ 317,000     $ 299,731  
Centene Corp., 6.125%, 2/15/2024      590,000       613,541  
Centene Corp., 5.375%, 6/01/2026 (n)      1,095,000       1,101,844  
Halfmoon Parent, Inc., 4.125%, 11/15/2025 (n)      201,000       198,443  
    

 

 

 
             $ 2,213,559  
Insurance - Property & Casualty - 0.7%                 
Berkshire Hathaway, Inc., 2.75%, 3/15/2023    $ 234,000     $ 226,695  
Chubb INA Holdings, Inc., 2.3%, 11/03/2020      95,000       93,128  
Chubb INA Holdings, Inc., 2.875%, 11/03/2022      221,000       216,216  
Chubb INA Holdings, Inc., 2.5%, 3/15/2038    EUR 126,000       136,903  
Hiscox Ltd., 6.125%, 11/24/2045    GBP 100,000       130,510  
Hub International Ltd., 7%, 5/01/2026 (n)    $ 830,000       790,575  
Liberty Mutual Group, Inc., 4.25%, 6/15/2023      365,000       367,478  
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024      159,000       154,678  
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047      131,000       119,409  
QBE Capital Funding III Ltd., 7.5%, 5/24/2041    GBP 200,000       271,291  
XLIT Ltd., 3.25% to 6/29/2027, FLR (EURIBOR - 3mo. + 2.9%) to 6/29/2047    EUR 230,000       252,519  
    

 

 

 
             $ 2,759,402  
International Market Quasi-Sovereign - 0.1%                 
Bank of Iceland, 1.75%, 9/07/2020    EUR 200,000     $ 230,722  
Landsbanki Islands HF, 1.125% to 1/19/2023, FLR (EUR Swap Rate - 1yr. + 0.75%) to 1/19/2024    $ 150,000       165,772  
    

 

 

 
             $ 396,494  
International Market Sovereign - 14.6%                 
Bundesrepublik Deutschland, 0.25%, 2/15/2027    EUR 1,078,000     $ 1,233,276  
Bundesrepublik Deutschland, 0.25%, 8/15/2028      4,893,000       5,508,994  
Commonwealth of Australia, 2.75%, 11/21/2028    AUD 2,260,000       1,673,292  
Federal Republic of Germany, 2.5%, 7/04/2044    EUR 995,000       1,533,458  

 

21


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
International Market Sovereign - continued                 
Government of Bermuda, 4.75%, 2/15/2029 (n)    $ 487,000     $ 485,783  
Government of Canada, 1.5%, 6/01/2023    CAD 5,572,000       4,067,080  
Government of Canada, 1.5%, 6/01/2026      5,733,000       4,091,567  
Government of Canada, 5.75%, 6/01/2033      2,334,000       2,489,114  
Government of Japan, 2.4%, 3/20/2037    JPY 479,300,000       5,597,611  
Government of Japan, 0.5%, 6/20/2038      432,600,000       3,748,793  
Government of Norway, 2%, 4/26/2028    NOK 19,725,000       2,331,469  
Kingdom of Spain, 5.15%, 10/31/2028    EUR 665,000       1,004,883  
Republic of Italy, 5.5%, 9/01/2022      925,000       1,178,341  
Republic of Italy, 2.5%, 12/01/2024      6,093,000       6,862,597  
Republic of Italy, 2%, 2/01/2028      3,734,000       3,888,464  
Republic of Italy, 1.65%, 3/01/2032      297,000       275,952  
Republic of Portugal, 2.875%, 10/15/2025      2,108,000       2,634,899  
Republic of Portugal, 2.125%, 10/17/2028      3,525,000       4,096,805  
Republic of Portugal, 4.1%, 4/15/2037      355,000       485,338  
United Kingdom Treasury, 3.25%, 1/22/2044    GBP 2,083,000       3,266,849  
United Kingdom Treasury, 3.75%, 7/22/2052      730,000       1,319,865  
    

 

 

 
             $ 57,774,430  
Local Authorities - 0.1%                 
Province of Alberta, 4.5%, 12/01/2040    CAD 255,000     $ 226,263  
Province of British Columbia, 2.3%, 6/18/2026      370,000       268,617  
    

 

 

 
             $ 494,880  
Major Banks - 2.3%                 
Bank of America Corp., 2.625%, 4/19/2021    $ 370,000     $ 362,270  
Bank of America Corp., 3.004%, 12/20/2023      399,000       382,873  
Bank of America Corp., 3.5%, 4/19/2026      400,000       379,228  
Bank of America Corp., 3.248%, 10/21/2027      462,000       424,306  
Bank of New York Mellon Corp., 2.95%, 1/29/2023      414,000       402,713  
Bankia S.A., 6%, 7/18/2065    EUR 400,000       433,857  
Barclays Bank PLC, 6%, 1/14/2021      250,000       305,772  
Credit Agricole S.A., 7.375%, 12/18/2023    GBP 100,000       156,361  
Credit Suisse Group AG, 6.5%, 8/08/2023 (n)    $ 200,000       209,489  
Credit Suisse Group AG, 1.25% to 7/17/2024, FLR (EUR Swap Rate - 1yr. + 0.75%) to 7/17/2025    EUR 150,000       165,977  
Goldman Sachs Group, Inc., 2.625%, 4/25/2021    $ 360,000       350,152  
Goldman Sachs Group, Inc., 5.75%, 1/24/2022      500,000       523,963  
Goldman Sachs Group, Inc., 3.85%, 1/26/2027      314,000       295,946  
HSBC Holdings PLC, 4.375%, 11/23/2026      269,000       257,851  
JPMorgan Chase & Co., 2.95%, 10/01/2026      601,000       546,471  
JPMorgan Chase & Co., 3.54% to 5/01/2027, FLR (LIBOR - 3mo. + 1.38%) to 5/01/2028      291,000       274,279  

 

22


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Major Banks - continued                 
JPMorgan Chase & Co., 4.26% to 2/22/2047, FLR (LIBOR - 3mo. + 1.58%) to 2/22/2048    $ 153,000     $ 139,121  
Morgan Stanley, 3.125%, 7/27/2026      426,000       389,356  
Morgan Stanley, 2.625%, 3/09/2027    GBP 200,000       250,265  
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028    $ 439,000       420,140  
UBS Group AG, 6.875% to 8/07/2025, FLR (Swap Rate - 5yr. + 4.59%) to 12/29/2049      1,420,000       1,375,540  
UBS Group Funding (Jersey) Ltd., 1.5%, 11/30/2024    EUR 300,000       341,203  
UBS Group Funding (Switzerland) AG, 2.859% to 8/15/2022, FLR (LIBOR-3mo. + 0.954%) to 8/15/2023 (n)    $ 750,000       716,256  
    

 

 

 
             $ 9,103,389  
Medical & Health Technology & Services - 3.4%                 
Avantor, Inc., 9%, 10/01/2025 (n)    $ 660,000     $ 669,075  
Becton, Dickinson and Co., 1.401%, 5/24/2023    EUR 250,000       284,824  
Becton, Dickinson and Co., 3.734%, 12/15/2024    $ 239,000       230,641  
DaVita, Inc., 5%, 5/01/2025      585,000       548,438  
Encompass Health Corp., 5.75%, 9/15/2025      350,000       347,813  
HCA, Inc., 7.5%, 2/15/2022      1,085,000       1,171,800  
HCA, Inc., 5%, 3/15/2024      890,000       892,225  
HCA, Inc., 5.375%, 2/01/2025      1,150,000       1,157,187  
HCA, Inc., 5.875%, 2/15/2026      855,000       880,650  
HealthSouth Corp., 5.125%, 3/15/2023      1,425,000       1,423,219  
HealthSouth Corp., 5.75%, 11/01/2024      30,000       29,850  
Heartland Dental, LLC, 8.5%, 5/01/2026 (n)      675,000       626,062  
Laboratory Corp. of America Holdings, 3.2%, 2/01/2022      200,000       196,794  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      310,000       284,163  
Northwell Healthcare, Inc., 3.979%, 11/01/2046      40,000       35,095  
Northwell Healthcare, Inc., 4.26%, 11/01/2047      307,000       280,565  
Polaris, 8.5%, (8.5% cash or 8.5% PIK) 12/01/2022 (n)(p)      455,000       452,725  
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n)      725,000       701,437  
Regional Care/LifePoint Health, Inc., 9.75%, 12/01/2026 (z)      450,000       448,313  
Tenet Healthcare Corp., 6.75%, 6/15/2023      685,000       676,437  
Thermo Fisher Scientific, Inc., 3.2%, 8/15/2027      476,000       435,333  
Universal Health Services, Inc., 7.625%, 8/15/2020      1,115,000       1,115,000  
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n)      800,000       750,160  
    

 

 

 
             $ 13,637,806  
Medical Equipment - 0.7%                 
Abbott Laboratories, 4.9%, 11/30/2046    $ 300,000     $ 310,596  
Stryker Corp., 2.125%, 11/30/2027    EUR 100,000       114,555  
Teleflex, Inc., 5.25%, 6/15/2024      960,000       964,800  
Teleflex, Inc., 4.875%, 6/01/2026      610,000       590,761  

 

23


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Medical Equipment - continued                 
Teleflex, Inc., 4.625%, 11/15/2027    $ 790,000     $ 742,600  
    

 

 

 
             $ 2,723,312  
Metals & Mining - 2.6%                 
Baffinland Iron Mines Corp./Baffinland Iron Mines LP,     
8.75%, 7/15/2026 (n)    $ 465,000     $ 456,862  
Cameco Corp., 5.67%, 9/02/2019    CAD 262,000       201,087  
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n)    $ 870,000       804,750  
Freeport-McMoRan Copper & Gold, Inc., 5.4%, 11/14/2034      1,125,000       945,000  
Freeport-McMoRan, Inc., 6.875%, 2/15/2023      1,975,000       2,056,469  
Kaiser Aluminum Corp., 5.875%, 5/15/2024      1,735,000       1,726,325  
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n)      1,135,000       1,123,650  
Novelis Corp., 5.875%, 9/30/2026 (n)      1,730,000       1,613,225  
Petra Diamonds U.S. Treasury PLC, 7.25%, 5/01/2022 (n)      705,000       651,244  
TMS International Corp., 7.25%, 8/15/2025 (n)      655,000       641,900  
    

 

 

 
             $ 10,220,512  
Midstream - 3.8%                 
AI Candelaria Spain SLU, 7.5%, 12/15/2028 (n)    $ 1,232,000     $ 1,191,960  
APT Pipelines Ltd., 5%, 3/23/2035 (n)      280,000       275,712  
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n)      565,000       559,350  
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.625%, 7/15/2026 (n)      890,000       876,650  
Cheniere Energy, Inc., 5.875%, 3/31/2025      905,000       932,150  
DCP Midstream Operating LP, 4.95%, 4/01/2022      651,000       649,372  
DCP Midstream Operating LP, 3.875%, 3/15/2023      770,000       737,275  
DCP Midstream Operating LP, 5.375%, 7/15/2025 (n)      700,000       700,875  
DCP Midstream Operating LP, 5.6%, 4/01/2044      615,000       545,813  
EnLink Midstream Partners LP, 4.4%, 4/01/2024      1,140,000       1,087,566  
MPLX LP, 4.5%, 4/15/2038      170,000       146,488  
ONEOK, Inc., 4.95%, 7/13/2047      474,000       423,740  
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028      333,000       312,884  
Tallgrass Energy LP, 5.5%, 1/15/2028 (n)      2,510,000       2,466,075  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023      860,000       857,850  
Targa Resources Partners LP/Targa Resources Finance     
Corp., 5.125%, 2/01/2025 (n)      775,000       747,875  
Targa Resources Partners LP/Targa Resources Finance     
Corp., 5.375%, 2/01/2027      2,485,000       2,385,600  
    

 

 

 
             $ 14,897,235  

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Mortgage-Backed - 5.1%                 
Fannie Mae, 5.5%, 9/01/2019 - 7/01/2035    $ 173,501     $ 184,344  
Fannie Mae, 2.641%, 4/25/2020      475,581       475,190  
Fannie Mae, 6.5%, 4/01/2032 - 1/01/2033      38,074       41,504  
Fannie Mae, 6%, 8/01/2034 - 2/01/2037      71,288       77,864  
Freddie Mac, 3.064%, 8/25/2024      1,141,916       1,125,649  
Freddie Mac, 2.811%, 1/25/2025      11,000,000       10,655,833  
Freddie Mac, 0.24%, 2/25/2025 (i)      38,000,000       353,746  
Freddie Mac, 3.243%, 4/25/2027      991,000       966,586  
Freddie Mac, 3.117%, 6/25/2027      298,465       288,273  
Freddie Mac, 3.194%, 7/25/2027      1,073,000       1,040,784  
Freddie Mac, 3.244%, 8/25/2027      1,160,000       1,128,270  
Freddie Mac, 3.187%, 9/25/2027      492,000       476,546  
Freddie Mac, 3.286%, 11/25/2027      591,000       575,625  
Freddie Mac, 3.35%, 1/25/2028      830,000       813,981  
Freddie Mac, 0.261%, 2/25/2028 (i)      36,576,000       498,469  
Freddie Mac, 0.427%, 2/25/2028 (i)      15,572,000       414,240  
Freddie Mac, 0.249%, 4/25/2028 (i)      15,983,000       201,165  
Freddie Mac, 3.9%, 8/25/2028      1,000,000       1,017,557  
Freddie Mac, 6%, 8/01/2034      52,996       58,217  
    

 

 

 
             $ 20,393,843  
Municipals - 0.2%                 
Commonwealth of Puerto Rico, Public Improvement, “C-7”, 6%, 7/01/2027    $ 20,000     $ 20,653  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “C”, 5.45%, 8/15/2028      346,000       362,238  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “C”, AGM, 4.65%, 8/15/2030      221,000       229,254  
Puerto Rico Electric Power Authority Rev., “PP”, 5%, 7/01/2022      95,000       95,586  
    

 

 

 
             $ 707,731  
Natural Gas - Distribution - 0.2%                 
Boston Gas Co., 3.15%, 8/01/2027 (n)    $ 248,000     $ 231,118  
GNL Quintero S.A., 4.634%, 7/31/2029 (n)      323,000       309,273  
Infraestructura Energética Nova S.A.B. de C.V, 4.875%, 1/14/2048 (n)      500,000       370,625  
    

 

 

 
             $ 911,016  
Natural Gas - Pipeline - 0.4%                 
Peru LNG, 5.375%, 3/22/2030    $ 1,558,000     $ 1,507,365  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Network & Telecom - 0.8%                 
C&W Senior Financing Designated Activity,
7.5%, 10/15/2026 (n)
   $ 388,000     $ 375,149  
Deutsche Telekom International Finance B.V., 1.5%, 4/03/2028    EUR 200,000       223,762  
Telefonica Celular del Paraguay S.A., 6.75%, 12/13/2022    $ 517,000       522,113  
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025      815,000       799,719  
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n)      1,285,000       1,227,175  
    

 

 

 
             $ 3,147,918  
Oil Services - 0.7%                 
Apergy Corp., 6.375%, 5/01/2026 (n)    $ 990,000     $ 980,100  
Diamond Offshore Drill Co., 7.875%, 8/15/2025      440,000       392,700  
Diamond Offshore Drill Co., 5.7%, 10/15/2039      945,000       604,800  
Schlumberger Ltd., 2.65%, 11/20/2022 (n)      310,000       297,968  
Shelf Drill Holdings Ltd., 8.25%, 2/15/2025      376,000       352,500  
    

 

 

 
             $ 2,628,068  
Oils - 1.0%                 
Marathon Petroleum Corp., 4.75%, 9/15/2044    $ 200,000     $ 177,818  
Neste Oyj, 1.5%, 6/07/2024    EUR 200,000       229,296  
Parkland Fuel Corp., 6%, 4/01/2026 (n)    $ 1,880,000       1,823,600  
Phillips 66, 4.875%, 11/15/2044      150,000       141,996  
Thaioil Treasury Center Co. Ltd., 5.375%, 11/20/2048 (n)      1,514,000       1,460,333  
    

 

 

 
             $ 3,833,043  
Other Banks & Diversified Financials - 0.9%                 
Bangkok Bank (Hong Kong), 4.05%, 3/19/2024 (n)    $ 720,000     $ 717,496  
Belfius Bank S.A., 3.125%, 5/11/2026    EUR 200,000       230,978  
BPCE S.A., 0.625%, 9/26/2023      100,000       112,641  
BPCE S.A., 5.25%, 4/16/2029    GBP 100,000       141,935  
Citizens Bank N.A., 2.55%, 5/13/2021    $ 250,000       243,050  
Deutsche Bank AG, 1.875%, 2/28/2020    GBP 200,000       250,401  
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022      100,000       132,852  
Intesa Sanpaolo S.p.A., 2.125%, 8/30/2023    EUR 200,000       223,259  
JSC Kazkommertsbank, 5.5%, 12/21/2022    $ 1,139,000       1,128,749  
KBC Group N.V., 0.875%, 6/27/2023    EUR 100,000       112,832  
Macquarie Group Ltd., 1.25% to 3/05/2024, FLR (EURIBOR - 3mo. + 0.83%) to 3/05/2025      100,000       109,059  
    

 

 

 
             $ 3,403,252  
Pharmaceuticals - 0.8%                 
Allergan Funding SCS, 2.625%, 11/15/2028    EUR 130,000     $ 147,174  
Bayer Capital Corp. B.V., 1.5%, 6/26/2026      200,000       222,056  
Endo Finance LLC/Endo Finco, Inc., 5.375%, 1/15/2023 (z)      225,000       185,063  

 

26


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Pharmaceuticals - continued                 
Mallinckrodt International Finance S.A.,
5.75%, 8/01/2022 (n)
   $ 710,000     $ 647,165  
Takeda Pharmaceutical Co. Ltd., 1.125%, 11/21/2022 (z)    EUR 160,000       181,925  
Takeda Pharmaceutical Co. Ltd., 2.25%, 11/21/2026 (z)      100,000       114,085  
Valeant Pharmaceuticals International, Inc.,
5.5%, 3/01/2023 (n)
   $ 890,000       859,962  
Valeant Pharmaceuticals International, Inc.,
6.125%, 4/15/2025 (n)
     705,000       661,784  
    

 

 

 
             $ 3,019,214  
Pollution Control - 0.1%                 
Republic Services, Inc., 3.95%, 5/15/2028    $ 242,000     $ 238,339  
Precious Metals & Minerals - 0.3%                 
Teck Resources Ltd., 6%, 8/15/2040    $ 130,000     $ 125,450  
Teck Resources Ltd., 6.25%, 7/15/2041      930,000       917,213  
    

 

 

 
             $ 1,042,663  
Printing & Publishing - 0.2%                 
Nielsen Co. Lux S.A.R.L., 5%, 2/01/2025 (n)    $ 95,000     $ 92,625  
Nielsen Finance LLC, 5%, 4/15/2022 (n)      734,000       717,779  
    

 

 

 
             $ 810,404  
Real Estate - Apartment - 0.1%                 
Grand City Properties S.A., 1.375%, 8/03/2026    EUR 300,000     $ 315,905  
Real Estate - Healthcare - 0.7%                 
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026    $ 1,470,000     $ 1,429,575  
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027      1,460,000       1,387,000  
    

 

 

 
             $ 2,816,575  
Real Estate - Office - 0.1%                 
Boston Properties, Inc., REIT, 3.125%, 9/01/2023    $ 250,000     $ 240,024  
Merlin Properties SOCIMI S.A., REIT, 2.225%, 4/25/2023    EUR 150,000       175,460  
Merlin Properties SOCIMI S.A., REIT, 1.875%, 11/02/2026      150,000       162,890  
    

 

 

 
             $ 578,374  
Restaurants - 0.4%                 
Golden Nugget, Inc., 6.75%, 10/15/2024 (n)    $ 465,000     $ 456,863  
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of     
America LLC, 5.25%, 6/01/2026 (n)      1,125,000       1,103,197  
    

 

 

 
             $ 1,560,060  

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Retailers - 0.7%                 
Best Buy Co., Inc., 5.5%, 3/15/2021    $ 347,000     $ 360,280  
DriveTime Automotive Group, Inc./DT Acceptance Corp., 8%, 6/01/2021 (n)      485,000       489,850  
Hanesbrands, Inc., 4.625%, 5/15/2024 (n)      300,000       288,750  
Hanesbrands, Inc., 4.875%, 5/15/2026 (n)      1,525,000       1,433,500  
Home Depot, Inc., 3%, 4/01/2026      310,000       294,361  
    

 

 

 
             $ 2,866,741  
Specialty Stores - 0.2%                 
Penske Automotive Group Co., 5.375%, 12/01/2024    $ 185,000     $ 175,519  
Penske Automotive Group Co., 5.5%, 5/15/2026      515,000       476,375  
Richemont International S.A., 1.5%, 3/26/2030    EUR 100,000       111,868  
    

 

 

 
             $ 763,762  
Supermarkets - 0.7%                 
Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024    $ 960,000     $ 925,200  
Esselunga S.p.A., 0.875%, 10/25/2023    EUR 150,000       167,665  
Eurotorg LLC Via Bonitron DAC, 8.75%, 10/30/2022    $ 1,553,000       1,529,954  
Loblaw Cos. Ltd., 4.86%, 9/12/2023    CAD 262,000       205,995  
    

 

 

 
             $ 2,828,814  
Supranational - 0.1%                 
International Bank for Reconstruction and Development, 2.8%, 1/13/2021    AUD 170,000     $ 125,378  
International Bank for Reconstruction and Development, 4.25%, 6/24/2025      210,000       166,423  
International Finance Corp., 3.25%, 7/22/2019      305,000       224,428  
    

 

 

 
             $ 516,229  
Telecommunications - Wireless - 3.5%                 
Altice France S.A., 6.25%, 5/15/2024 (n)    $ 385,000     $ 372,488  
Altice France S.A., 8.125%, 2/01/2027 (n)      675,000       661,500  
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n)      665,000       633,413  
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n)      635,000       514,350  
American Tower Corp., REIT, 3.5%, 1/31/2023      465,000       453,100  
American Tower Corp., REIT, 1.95%, 5/22/2026    EUR 120,000       136,232  
Crown Castle International Corp., 3.7%, 6/15/2026    $ 157,000       148,126  
Digicel Group Ltd., 6.75%, 3/01/2023 (n)      1,150,000       925,750  
Millicom International Cellular S.A., 5.125%, 1/15/2028      1,554,000       1,371,405  
SBA Communications Corp., 4%, 10/01/2022      1,190,000       1,148,350  
SBA Communications Corp., 4.875%, 9/01/2024      770,000       747,015  
SBA Tower Trust, 2.898%, 10/15/2044 (n)      220,000       219,128  
SFR Group S.A., 7.375%, 5/01/2026 (n)      340,000       326,400  
Sprint Corp., 7.875%, 9/15/2023      1,065,000       1,120,593  

 

28


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Telecommunications - Wireless - continued                 
Sprint Corp., 7.125%, 6/15/2024    $ 1,240,000     $ 1,258,600  
Sprint Nextel Corp., 6%, 11/15/2022      975,000       974,610  
T-Mobile USA, Inc., 6.5%, 1/15/2024      615,000       633,450  
T-Mobile USA, Inc., 5.125%, 4/15/2025      815,000       808,887  
T-Mobile USA, Inc., 6.5%, 1/15/2026      700,000       726,250  
T-Mobile USA, Inc., 5.375%, 4/15/2027      695,000       675,888  
    

 

 

 
             $ 13,855,535  
Telephone Services - 0.4%                 
Level 3 Financing, Inc., 5.375%, 1/15/2024    $ 390,000     $ 382,781  
Level 3 Financing, Inc., 5.375%, 5/01/2025      1,215,000       1,183,106  
TELUS Corp., 5.05%, 7/23/2020    CAD 265,000       206,033  
    

 

 

 
             $ 1,771,920  
Tobacco - 0.0%                 
Imperial Brands Finance PLC, 1.375%, 1/27/2025    EUR 150,000     $ 163,055  
Transportation - Services - 0.8%                 
Autostrade per l’Italia S.p.A., 6.25%, 6/09/2022    GBP 100,000     $ 133,816  
Compagnie Financial et Indus Unternehmensanleihe, 0.75%, 9/09/2028    EUR 200,000       211,953  
ERAC USA Finance LLC, 7%, 10/15/2037 (n)    $ 250,000       306,918  
Heathrow Funding Ltd., 1.875%, 7/12/2032    EUR 150,000       163,830  
Heathrow Funding Ltd., 4.625%, 10/31/2046    GBP 100,000       145,572  
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022    $ 1,790,000       1,633,375  
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n)      470,000       399,500  
Transurban Finance Co., 1.75%, 3/29/2028    EUR 200,000       221,601  
    

 

 

 
             $ 3,216,565  
U.S. Treasury Obligations - 19.1%                 
U.S. Treasury Bonds, 3.5%, 2/15/2039    $ 462,000     $ 482,591  
U.S. Treasury Bonds, 3.125%, 2/15/2043 (f)      1,345,200       1,304,266  
U.S. Treasury Bonds, 3.625%, 2/15/2044      305,000       321,346  
U.S. Treasury Bonds, 3%, 5/15/2047      16,328,000       15,380,211  
U.S. Treasury Notes, 2.75%, 9/30/2020      1,900,000       1,897,477  
U.S. Treasury Notes, 2.625%, 11/15/2020      14,000,000       13,946,406  
U.S. Treasury Notes, 2.625%, 7/15/2021      11,981,000       11,918,755  
U.S. Treasury Notes, 2.375%, 8/15/2024      1,041,900       1,013,166  
U.S. Treasury Notes, 2.125%, 9/30/2024      2,114,000       2,026,550  
U.S. Treasury Notes, 2.25%, 11/15/2025      1,560,000       1,492,847  
U.S. Treasury Notes, 2%, 11/15/2026      13,120,000       12,222,100  
U.S. Treasury Notes, 2.75%, 2/15/2028      10,548,000       10,329,624  

 

29


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
U.S. Treasury Obligations - continued                 
U.S. Treasury Notes, 2.875%, 5/15/2028    $ 3,300,000     $ 3,262,488  
    

 

 

 
             $ 75,597,827  
Utilities - Electric Power - 2.5%                 
Clearway Energy Operating LLC, 5.75%, 10/15/2025 (n)    $ 1,280,000     $ 1,232,000  
Covanta Holding Corp., 5.875%, 3/01/2024      995,000       958,931  
Covanta Holding Corp., 5.875%, 7/01/2025      715,000       672,994  
Covanta Holding Corp., 6%, 1/01/2027      1,010,000       939,300  
Drax Finco PLC, 6.625%, 11/01/2025 (n)      750,000       736,875  
Duke Energy Florida LLC, 3.2%, 1/15/2027      310,000       295,012  
EDP Finance B.V., 5.25%, 1/14/2021 (n)      200,000       204,104  
Emera U.S. Finance LP, 2.7%, 6/15/2021      98,000       94,933  
Emera U.S. Finance LP, 3.55%, 6/15/2026      112,000       104,631  
Enel Finance International N.V., 1.125%, 9/16/2026    EUR 200,000       210,710  
Enel Finance International N.V., 3.5%, 4/06/2028 (z)    $ 200,000       167,288  
Exelon Corp., 3.497%, 6/01/2022      151,000       146,411  
Greenko Dutch B.V., 5.25%, 7/24/2024      877,000       783,775  
Innogy Finance B.V., 1.625%, 5/30/2026    EUR 170,000       195,923  
Innogy Finance B.V., 4.75%, 1/31/2034    GBP 100,000       144,450  
NextEra Energy Capital Holdings, Inc., 3.55%, 5/01/2027    $ 377,000       355,522  
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n)      1,110,000       1,046,175  
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n)      33,000       32,092  
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n)      250,000       257,612  
Star Energy Geothermal (Wayang Windu) Ltd., 6.75%, 4/24/2033 (n)      888,632       794,965  
Virginia Electric & Power Co., 3.5%, 3/15/2027      475,000       458,014  
    

 

 

 
             $ 9,831,717  
Total Bonds (Identified Cost, $496,661,194)            $ 478,109,278  
Common Stocks - 0.2%                 
Energy - Independent - 0.1%                 
Frontera Energy Corp. (a)      16,354     $ 159,723  
Oil Services - 0.1%                 
LTRI Holdings LP (a)(u)      615     $ 546,993  
Total Common Stocks (Identified Cost, $1,645,971)

 

  $ 706,716  
Floating Rate Loans (r) - 0.2%                 
Consumer Products - 0.0%                 
Spectrum Brands, Inc., Term Loan B, 4.425%, 6/23/2022    $ 127,929     $ 126,356  

 

30


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Floating Rate Loans (r) - continued                 
Medical & Health Technology & Services - 0.2%                 
DaVita, Inc., Term Loan B, 5.094%, 6/24/2021    $ 550,224     $ 548,259  
Total Floating Rate Loans (Identified Cost, $677,207)

 

  $ 674,615  
      Strike Price     First Exercise                
Warrants - 0.0%                                 
Forest & Paper Products - 0.0%                                 
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant) (a)    $ 27.17       8/24/18       274     $ 2,466  
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant) (a)      31.25       8/24/18       274       2,055  
Total Warrants (Identified Cost, $0)

 

          $ 4,521  
Investment Companies (h) - 2.9%

 

                       
Money Market Funds - 2.9%                                 
MFS Institutional Money Market Portfolio, 2.31% (v)
(Identified Cost, $11,622,801)

 

            11,623,832     $ 11,623,832  
Other Assets, Less Liabilities - (23.9)%

 

                    (94,667,660
Net Assets - 100.0%                            $ 396,451,302  

 

(a)

Non-income producing security.

(d)

In default.

(f)

All or a portion of the security has been segregated as collateral for open futures contracts.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $11,623,832 and $479,495,130, 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 $164,492,512, representing 41.5% of net assets.

(p)

Payment-in-kind (PIK) security for which interest income may be received in additional securities and/or cash.

(r)

The remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. The interest rate shown represents the weighted average of the floating interest rates on settled contracts within the loan facility at period end, unless otherwise indicated. The floating interest rates on settled contracts are determined periodically by reference to a base lending rate and a spread.

(u)

The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements.

 

31


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Portfolio of Investments – continued

 

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

(z)

Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

 

Restricted Securities   Acquisition
Date
  Cost     Value  
Afren PLC, 10.25%, 4/08/2019   3/01/12-4/02/13     $478,722       $163  
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023   9/20/18-9/25/18     401,195       331,031  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.936% (LIBOR - 1mo. + 1.6%), 12/28/2040   3/01/06     362,844       335,025  
CSC Holdings LLC, 5.5%, 5/15/2026   1/13/17-7/19/17     729,090       682,748  
CSC Holdings LLC, 7.5%, 4/01/2028   6/07/18-6/13/18     510,993       515,600  
Dryden Senior Loan Fund, 2013-26A, “AR”, CLO, FLR, 3.336% (LIBOR - 3mo. + 0.9%), 4/15/2029   4/09/18     592,000       587,769  
Endo Finance LLC/Endo Finco, Inc., 5.375%, 1/15/2023   11/28/18-11/29/18     185,899       185,063  
Enel Finance International N.V., 3.5%, 4/06/2028   10/02/18     175,792       167,288  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 4.145% (LIBOR - 3mo. + 1.7%), 7/18/2031   5/17/18     940,000       930,408  
Kref Ltd., 2018-FL1, “A”, 3.402% (LIBOR - 1mo. + 1.1%), 6/15/2036   11/07/18     385,000       384,980  
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023   8/30/18     875,591       863,475  
Regional Care/LifePoint Health, Inc., 9.75%, 12/01/2026   11/14/18     450,000       448,313  
Takeda Pharmaceutical Co. Ltd., 1.125%, 11/21/2022   11/15/18     180,637       181,925  
Takeda Pharmaceutical Co. Ltd., 2.25%, 11/21/2026   11/15/18     113,179       114,085  
Total Restricted Securities         $5,727,873  
% of Net assets         1.4%  

The following abbreviations are used in this report and are defined:

 

AGM   Assured Guaranty Municipal
CDO   Collateralized Debt Obligation
CJSC   Closed Joint Stock Company
CLO   Collateralized Loan Obligation
EURIBOR   Euro Interbank Offered Rate
FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
JSC   Joint Stock Company
LIBOR   London Interbank Offered Rate
PLC   Public Limited Company
REIT   Real Estate Investment Trust

 

32


Table of Contents

Portfolio of Investments – continued

 

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
IDR   Indonesian Rupiah
JPY   Japanese Yen
KRW   South Korean Won
MXN   Mexican Peso
NOK   Norwegian Krone
NZD   New Zealand Dollar
PHP   Philippine Peso
SEK   Swedish Krona
SGD   Singapore Dollar
TRY   Turkish Lira
ZAR   South African Rand

Derivative Contracts at 11/30/18

Forward Foreign Currency Exchange Contracts

 

Currency
Purchased

    Currency
Sold
  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives        
AUD     2,207,685     USD   1,606,849   Citibank N.A.     1/11/2019       $7,804  
AUD     3,149,313     USD   2,295,049   Deutsche Bank AG     1/11/2019       8,289  
AUD     1,193,298     USD   850,866   JPMorgan Chase Bank N.A.     1/11/2019       21,886  
AUD     2,822,294     USD   2,036,081   UBS AG     1/11/2019       28,083  
EUR     2,720,000     USD   3,087,780   Goldman Sachs International     1/11/2019       3,354  
EUR     408,747     USD   464,111   JPMorgan Chase Bank N.A.     1/11/2019       408  
HKD     7,441,000     USD   951,643   Brown Brothers Harriman     1/11/2019       433  
HKD     7,973,000     USD   1,018,803   Citibank N.A.     1/11/2019       1,342  
KRW     18,240,500     USD   16,135   JPMorgan Chase Bank N.A.     1/15/2019       162  
NZD     1,523,000     USD   1,000,830   Goldman Sachs International     1/11/2019       46,725  
NZD     166,430     USD   108,981   NatWest Markets PLC     1/11/2019       5,494  
PHP     105,000,000     USD   1,989,767   JPMorgan Chase Bank N.A.     1/22/2019       6,712  
SGD     2,142     USD   1,559   JPMorgan Chase Bank N.A.     1/11/2019       3  
TRY     9,715,000     USD   1,593,198   BNP Paribas S.A.     1/11/2019       229,483  
TRY     2,300,000     USD   390,247   UBS AG     1/11/2019       41,267  
ZAR     6,175,988     USD   438,351   Goldman Sachs International     1/11/2019       5,266  
ZAR     27,655,960     USD   1,968,536   JPMorgan Chase Bank N.A.     1/11/2019       17,973  
USD     1,664,627     AUD   2,273,004   Goldman Sachs International     1/11/2019       2,202  
USD     126,434     CAD   164,000   Citibank N.A.     1/11/2019       2,866  
USD     717,919     CAD   934,779   Citibank N.A.     1/14/2019       13,554  
USD     997,801     CAD   1,314,000   Deutsche Bank AG     1/11/2019       7,746  
USD     2,092,552     CAD   2,757,339   JPMorgan Chase Bank N.A.     1/11/2019       14,992  

 

33


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts - continued

 

Currency
Purchased

    Currency
Sold
  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives – continued    
USD     9,586,342     CAD   12,471,352   Merrill Lynch International     1/11/2019       $189,603  
USD     2,288,718     CAD   3,015,114   UBS AG     1/11/2019       16,933  
USD     116,872     EUR   101,939   Brown Brothers Harriman     1/11/2019       1,024  
USD     523,368     EUR   457,357   Citibank N.A.     1/11/2019       3,605  
USD     2,845,283     EUR   2,472,820   Deutsche Bank AG     1/11/2019       35,056  
USD     52,148,120     EUR   44,636,678   Goldman Sachs International     1/11/2019       1,420,945  
USD     2,758,896     EUR   2,374,851   Goldman Sachs International     1/14/2019       59,337  
USD     3,948,275     EUR   3,416,281   JPMorgan Chase Bank N.A.     1/11/2019       65,857  
USD     1,671,886     EUR   1,445,426   UBS AG     1/11/2019       29,238  
USD     606,040     GBP   462,490   Citibank N.A.     1/11/2019       15,327  
USD     11,467,346     GBP   8,676,504   Deutsche Bank AG     1/11/2019       385,347  
USD     39,809     JPY   4,461,000   Goldman Sachs International     1/11/2019       357  
USD     9,744,972     JPY   1,083,850,442   JPMorgan Chase Bank N.A.     1/11/2019       159,835  
USD     21,466     MXN   408,735   Goldman Sachs International     1/11/2019       1,500  
USD     4,209,964     NOK   35,336,078   Goldman Sachs International     1/11/2019       90,858  
           

 

 

 
              $2,940,866  
           

 

 

 
Liability Derivatives      
AUD     2,900,000     USD   2,121,784   Merrill Lynch International     1/11/2019       $(788
CAD     524,000     USD   400,599   Brown Brothers Harriman     1/11/2019       (5,783
CAD     2,090,364     USD   1,609,359   JPMorgan Chase Bank N.A.     1/11/2019       (34,341
CHF     11,082     USD   11,343   Goldman Sachs International     1/11/2019       (201
DKK     31,438     USD   4,926   Citibank N.A.     1/11/2019       (138
EUR     4,048,258     USD   4,663,942   Brown Brothers Harriman     1/11/2019       (63,315
EUR     903,578     USD   1,040,115   Citibank N.A.     1/11/2019       (13,248
EUR     306,606     USD   357,187   Deutsche Bank AG     1/11/2019       (8,746
EUR     1,013,000     USD   1,163,375   JPMorgan Chase Bank N.A.     1/11/2019       (12,156
EUR     1,127,320     USD   1,300,592   UBS AG     1/11/2019       (19,453
GBP     255,149     USD   337,100   Brown Brothers Harriman     1/11/2019       (11,213
GBP     1,111,000     USD   1,433,801   Citibank N.A.     1/11/2019       (14,784
GBP     990,000     USD   1,288,250   Goldman Sachs International     1/11/2019       (23,780
GBP     539,000     USD   701,338   UBS AG     1/11/2019       (12,904
JPY     222,212,000     USD   1,985,431   Merrill Lynch International     1/11/2019       (20,277
JPY     186,544,602     USD   1,674,546   UBS AG     1/11/2019       (24,821
NOK     842,000     USD   99,391   Brown Brothers Harriman     1/11/2019       (1,240
NOK     49,585,912     USD   6,091,263   Goldman Sachs International     1/11/2019       (311,061
SEK     9,048,000     USD   998,257   Deutsche Bank AG     1/11/2019       (372
SEK     17,869,000     USD   2,012,053   Merrill Lynch International     1/11/2019       (41,318
USD     7,340,412     AUD   10,272,489   Deutsche Bank AG     1/11/2019       (172,662
USD     59,218     AUD   83,000   Goldman Sachs International     1/11/2019       (1,486
USD     1,907,505     AUD   2,675,160   JPMorgan Chase Bank N.A.     1/11/2019       (49,049
USD     1,979,753     CAD   2,631,000   Merrill Lynch International     1/11/2019       (2,616

 

34


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts - continued

 

Currency
Purchased

    Currency
Sold
  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives – continued    
USD     471,328     CAD   625,979   UBS AG     1/11/2019       $(326
USD     392,230     EUR   346,000   Citibank N.A.     1/11/2019       (981
USD     107,570     EUR   94,945   Goldman Sachs International     1/11/2019       (330
USD     1,952,859     HKD   15,267,000   UBS AG     1/11/2019       (553
USD     435,543     JPY   49,273,956   Citibank N.A.     1/11/2019       (216
USD     2,170,581     NOK   18,641,093   JPMorgan Chase Bank N.A.     1/11/2019       (2,400
USD     1,131,785     NZD   1,650,000   Citibank N.A.     1/11/2019       (3,124
USD     1,467,486     NZD   2,157,000   Goldman Sachs International     1/11/2019       (16,150
USD     980,380     SEK   8,900,000   Citibank N.A.     1/11/2019       (1,182
USD     779,260     ZAR   11,382,266   Deutsche Bank AG     1/11/2019       (38,321
USD     1,476,315     ZAR   21,757,000   JPMorgan Chase Bank N.A.     1/11/2019       (86,475
           

 

 

 
              $(995,810
           

 

 

 

Futures Contracts

 

Description   Long/
Short
    Currency     Contracts  

Notional

Amount

    Expiration
Date
    Value/
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives      
Interest Rate Futures

 

         
German Euro-Buxl 30 yr     Long       EUR         2     $404,386       December - 2018       $4,614  
U.S. Treasury Note 2 yr     Long       USD       37     7,806,422       March - 2019       3,698  
U.S. Treasury Note 5 yr     Long       USD         7     790,727       March - 2019       1,452  
U.S. Treasury Ultra Bond     Long       USD       32     4,877,000       March - 2019       6,131  
           

 

 

 
              $15,895  
           

 

 

 
Liability Derivatives            
Interest Rate Futures

 

         
German Euro-Bobl 5 yr     Short       EUR     160     $23,904,523       December - 2018       $(196,253
German Euro-Bund 10 yr     Short       EUR       56     10,241,251       December - 2018       (146,748
Long Gilt 10 yr     Short       GBP         3     468,822       March - 2019       (1,692
U.S. Treasury Note 10 yr     Short       USD     487     58,173,672       March - 2019       (222,370
U.S. Treasury Ultra Note 10 yr     Short       USD       47     5,945,500       March - 2019       (28,444
U.S. Treasury Ultra Bond 30 yr     Short       USD         1     139,906       March - 2019       (689
           

 

 

 
              $(596,196
           

 

 

 

At November 30, 2018, the fund had liquid securities with an aggregate value of $926,909 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

 

35


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Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 11/30/18

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $498,984,372)

     $479,495,130  

Investments in affiliated issuers, at value (identified cost, $11,622,801)

     11,623,832  

Cash

     2,466  

Foreign currency, at value (identified cost, $773,610)

     762,965  

Receivables for

  

Forward foreign currency exchange contracts

     2,940,866  

Investments sold

     3,199,300  

Interest

     5,312,663  

Other assets

     3,751  

Total assets

     $503,340,973  
Liabilities         

Notes payable

     $100,000,000  

Payables for

 

Distributions

     172,687  

Forward foreign currency exchange contracts

     995,810  

Daily variation margin on open futures contracts

     78,556  

Investments purchased

     5,028,022  

Capital shares reacquired

     215,009  

Payable to affiliates

 

Investment adviser

     12,654  

Transfer agent and dividend disbursing costs

     1,329  

Payable for independent Trustees’ compensation

     10,206  

Accrued interest expense

     231,437  

Accrued expenses and other liabilities

     143,961  

Total liabilities

     $106,889,671  

Net assets

     $396,451,302  
Net assets consist of         

Paid-in capital

     $437,935,660  

Total distributable earnings (loss)

     (41,484,358

Net assets

     $396,451,302  

Shares of beneficial interest outstanding (47,166,834 shares authorized less 176,928 capital shares to be retired)

     46,989,906  

Net asset value per share (net assets of $396,451,302 / 46,989,906 shares of beneficial interest outstanding)

     $8.44  

See Notes to Financial Statements

 

36


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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 11/30/18

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income (loss)         

Income

 

Interest

     $22,269,023  

Dividends from affiliated issuers

     159,777  

Other

     39,261  

Foreign taxes withheld

     (8,335

Total investment income

     $22,459,726  

Expenses

 

Management fee

     $2,359,724  

Transfer agent and dividend disbursing costs

     58,303  

Administrative services fee

     71,692  

Independent Trustees’ compensation

     60,447  

Stock exchange fee

     48,055  

Custodian fee

     55,958  

Shareholder communications

     166,457  

Audit and tax fees

     81,748  

Legal fees

     17,468  

Interest expense and fees

     2,414,463  

Miscellaneous

     63,743  

Total expenses

     $5,398,058  

Net investment income (loss)

     $17,061,668  
Realized and unrealized gain (loss)

 

Realized gain (loss) (identified cost basis)

 

Unaffiliated issuers

     $(5,175,869

Affiliated issuers

     1,125  

Futures contracts

     2,010,026  

Forward foreign currency exchange contracts

     3,510,203  

Foreign currency

     27,949  

Net realized gain (loss)

     $373,434  

Change in unrealized appreciation or depreciation

 

Unaffiliated issuers

     $(25,501,352

Affiliated issuers

     1,169  

Futures contracts

     (959,586

Forward foreign currency exchange contracts

     1,717,144  

Translation of assets and liabilities in foreign currencies

     (27,359

Net unrealized gain (loss)

     $(24,769,984

Net realized and unrealized gain (loss)

     $(24,396,550

Change in net assets from operations

     $(7,334,882

See Notes to Financial Statements

 

37


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     11/30/18      11/30/17  
Change in net assets              
From operations

 

Net investment income (loss)

     $17,061,668        $19,512,041  

Net realized gain (loss)

     373,434        3,230,744  

Net unrealized gain (loss)

     (24,769,984      13,229,301  

Change in net assets from operations

     $(7,334,882      $35,972,086  

Distributions to shareholders (a)

     $(21,051,651      $(16,248,537

Tax return of capital distributions to shareholders

     $(13,356,181      $(21,298,942

Change in net assets from fund share transactions

     $(18,396,721      $(18,955,628

Total change in net assets

     $(60,139,435      $(20,531,021
Net assets

 

At beginning of period

     456,590,737        477,121,758  

At end of period (b)

     $396,451,302        $456,590,737  

 

(a)

Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. See Note 2. For the year ended November 30, 2017, distributions from net investment income were $16,248,537.

(b)

Parenthetical disclosure of accumulated distributions in excess of net investment income is no longer required. See Note 2. For the year ended November 30, 2017, end of period net assets included accumulated distributions in excess of net investment income of $2,325,135.

See Notes to Financial Statements

 

38


Table of Contents

Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 11/30/18

This statement provides a summary of cash flows from investment activity for the fund.

 

Cash flows from operating activities:         

Change in net assets from operations

     $(7,334,882
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (523,207,989

Proceeds from disposition of investment securities

     559,347,635  

Purchases of short-term investments, net

     (5,818,603

Realized gain/loss on investments

     5,175,869  

Unrealized appreciation/depreciation on investments

     25,500,183  

Unrealized appreciation/depreciation on foreign currency contracts

     (1,717,144

Net amortization/accretion of income

     1,059,592  

Decrease in interest receivable

     579,925  

Decrease in accrued expenses and other liabilities

     (23,422

Decrease in receivable for daily variation margin on open futures contracts

     215,223  

Increase in payable for daily variation margin on open futures contracts

     78,556  

Decrease in other assets

     176  

Increase in interest payable

     80,323  

Net cash provided by operating activities

     $53,935,442  
Cash flows from financing activities:         

Distributions paid in cash

     (34,430,360

Repurchase of shares of beneficial interest

     (19,580,756

Net cash used by financing activities

     $(54,011,116

Net decrease in cash

     $(75,674
Cash:         

Beginning of period (including foreign currency of $5,356)

     $841,105  

End of period (including foreign currency of $762,965)

     $765,431  

Supplemental disclosure of cash flow information:

Cash paid during the year ended November 30, 2018 for interest was $2,334,140.

See Notes to Financial Statements

 

39


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

    Year ended  
    11/30/18     11/30/17     11/30/16     11/30/15     11/30/14  

Net asset value, beginning of period

    $9.26       $9.26       $9.20       $10.17       $10.17  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.35       $0.39       $0.46 (c)      $0.49       $0.52  

Net realized and unrealized gain (loss)

    (0.50     0.33       0.32       (0.68     0.04  

Total from investment operations

    $(0.15     $0.72       $0.78       $(0.19     $0.56  
Less distributions declared to shareholders

 

                               

From net investment income

    $(0.43     $(0.32     $(0.50     $(0.81     $(0.58

From tax return of capital

    (0.28     (0.43     (0.24            

Total distributions declared to shareholders

    $(0.71     $(0.75     $(0.74     $(0.81     $(0.58

Net increase from repurchase of capital shares

    $0.04       $0.03       $0.02       $0.03       $0.02  

Net asset value, end of period (x)

    $8.44       $9.26       $9.26       $9.20       $10.17  

Market value, end of period

    $7.41       $8.40       $8.35       $7.92       $8.81  

Total return at market value (%)

    (3.56     9.67       15.19       (1.28     4.68  

Total return at net asset value (%) (j)(r)(s)(x)

    (0.36     9.02       9.97 (c)      (0.66     6.58  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    1.26       1.05       0.99 (c)      0.90       0.87  

Expenses after expense reductions (f)

    N/A       N/A       N/A       N/A       0.87  

Net investment income (loss)

    4.00       4.16       5.01 (c)      5.01       5.09  

Portfolio turnover

    96       52       43       37       44  

Net assets at end of period (000 omitted)

    $396,451       $456,591       $477,122       $484,037       $548,530  
Supplemental Ratios (%):                                        

Ratios of expenses to average net assets after expense reductions and excluding interest expense and fees (f)

    0.70       0.71       0.73 (c)      0.73       0.72  
Senior Securities:

 

                               

Total notes payable outstanding
(000 omitted)

    $100,000       $100,000       $100,000       $100,000       $100,000  

Asset coverage per $1,000 of indebtedness (k)

    $4,965       $5,566       $5,771       $5,840       $6,485  

 

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(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 fund’s total liabilities (not including notes payable) from the fund’s total assets and dividing this number by the notes payable outstanding and then multiplying by 1,000.

(r)

Certain expenses have been reduced without which performance would have been lower.

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(x)

The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(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 fund’s 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 country’s 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 fund’s adoption will be limited to the reclassification of restricted cash on the fund’s 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

 

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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 fund’s overall financial position or its overall results of operations.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period. The impact of the fund’s adoption was limited to changes in the fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

In August 2018, the Securities and Exchange Commission (SEC) released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the fund adopted the Final Rule with the impacts being that the fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

Balance Sheet Offsetting – The fund’s 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 fund’s 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 fund’s Significant Accounting Policies note under the captions for each of the fund’s 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

 

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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.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s 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 fund’s 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 investment’s 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 fund’s 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 fund’s 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 fund’s 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.

 

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Various inputs are used in determining the value of the fund’s 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 investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s 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 adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of November 30, 2018 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1     Level 2     Level 3      Total  
Equity Securities:          

United States

     $—       $4,521       $546,993        $551,514  

Columbia

     159,723                    159,723  
U.S. Treasury Bonds & U.S. Government Agency & Equivalents            75,597,827              75,597,827  
Non-U.S. Sovereign Debt            100,075,144              100,075,144  
Municipal Bonds            707,731              707,731  
U.S. Corporate Bonds            198,667,189              198,667,189  
Residential Mortgage-Backed Securities            20,393,843              20,393,843  
Commercial Mortgage-Backed Securities            1,904,429              1,904,429  
Asset-Backed Securities (including CDOs)            9,006,753              9,006,753  
Foreign Bonds            71,756,362              71,756,362  
Floating Rate Loans            674,615              674,615  
Mutual Funds      11,623,832                    11,623,832  
Total      $11,783,555       $478,788,414       $546,993        $491,118,962  
Other Financial Instruments                          
Futures Contracts – Assets      $15,895       $—       $—        $15,895  
Futures Contracts – Liabilities      (596,196                  (596,196
Forward Foreign Currency Exchange Contracts – Assets            2,940,866              2,940,866  
Forward Foreign Currency Exchange Contracts – Liabilities            (995,810            (995,810

For further information regarding security characteristics, see the Portfolio of Investments.

 

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The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.

 

     Equity
Securities
 
Balance as of 11/30/17      $546,993  

Change in unrealized appreciation or depreciation

     0  
Balance as of 11/30/18      $546,993  

The net change in unrealized appreciation or depreciation from investments held as level 3 at November 30, 2018 is $0. At November 30, 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 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 derivative’s 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 fund’s 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.

 

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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 November 30, 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     $15,895       $(596,196
Foreign Exchange   Forward Foreign Currency Exchange Contracts     2,940,866       (995,810
Total       $2,956,761       $(1,592,006

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended November 30, 2018 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward
Foreign
Currency
Exchange
Contracts
     Unaffiliated
Issuers
(Purchased
Options)
 
Interest Rate      $2,010,026        $—        $(24,250
Foreign Exchange             3,510,203         
Total      $2,010,026        $3,510,203        $(24,250

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended November 30, 2018 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward
Foreign
Currency
Exchange
Contracts
 
Interest Rate      $(959,586      $—  
Foreign Exchange             1,717,144  
Total      $(959,586      $1,717,144  

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

 

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reduction of the fund’s 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 fund’s 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 to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s 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 fund’s 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 fund’s 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 fund’s 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

 

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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 exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s 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 fund’s 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 fund’s 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 fund’s 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 fund’s 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

 

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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 fund’s 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 fund’s 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 indemnification clauses. The fund’s 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.

 

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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 fund’s 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 arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s 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 fund’s 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 fund’s 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 fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain

 

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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 fund’s average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital or, to the extent the fund has long-term gains and a capital loss carryforward, distributions of current year long-term gains may be recharacterized as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to defaulted bonds, amortization and accretion of debt securities, straddle loss deferrals, and derivative transactions.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

    Year ended
11/30/18
     Year ended
11/30/17
 
Ordinary income (including any short-term capital gains)     $21,051,651        $16,248,537  
Tax return of capital (b)     13,356,181        21,298,942  
Total distributions     $34,407,832        $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 11/30/18       
Cost of investments      $516,119,781  
Gross appreciation      1,558,993  
Gross depreciation      (25,195,057
Net unrealized appreciation (depreciation)      $(23,636,064
Capital loss carryforwards      (17,660,306
Other temporary differences      (187,988

 

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Notes to Financial Statements – continued

 

As of November 30, 2018, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(5,165,645
Long-Term      (12,494,661
Total      $(17,660,306

(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 fund’s 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 year ended November 30, 2018 was equivalent to an annual effective rate of 0.55% of the fund’s 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 year ended November 30, 2018, these fees paid to MFSC amounted to $15,650.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended November 30, 2018 was equivalent to an annual effective rate of 0.0168% of the fund’s 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 $3,368 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2018. The liability for deferred retirement benefits payable to those former independent Trustees under the

 

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DB plan amounted to $10,193 at November 30, 2018, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended November 30, 2018, the fee paid by the fund under this agreement was $686 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 year ended November 30, 2018, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $157,638,785        $134,563,380  
Non-U.S. Government securities      $336,153,828        $385,414,832  

(5) Shares of Beneficial Interest

The fund’s 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 2,302,529 shares of beneficial interest during the year ended November 30, 2018 at an average price per share of $7.99 and a weighted average discount of 9.69% per share. The fund repurchased 2,208,712 shares of beneficial interest during the year ended November 30, 2017 at an average price per share of $8.58 and a weighted average discount of 8.21% per share. Transactions in fund shares were as follows:

 

     Year ended
11/30/18
     Year ended
11/30/17
 
     Shares      Amount      Shares      Amount  
Capital shares reacquired      (2,302,529      $(18,396,721      (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 November 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 fund’s assets. The loan’s carrying value in the fund’s Statement of Assets and Liabilities approximates its fair value. The loan value as of the reporting date is considered level 2 under the fair value hierarchy. The credit agreement matures on August 19, 2019. Borrowings under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR

 

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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 $2,411,143 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 commitment fee during the period. For the year ended November 30, 2018, the average loan balance was $100,000,000 at a weighted average annual interest rate of 2.41%. 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       229,426,701       (223,607,509     11,623,832  
Affiliated Issuers   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation/
Depreciation
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money Market Portfolio     $1,125       $1,169       $—       $159,777       $11,623,832  

(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 GM’s 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 GM’s 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, GM’s 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 AAT’s claims will succeed; what the fund

 

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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.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of MFS Charter Income Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Charter Income Trust (the “Fund”), including the portfolio of investments, as of November 30, 2018, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at November 30, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2018, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

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evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

January 15, 2019

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Charter Income Trust, which was held on October 4, 2018, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Shares  

Nominee

   For     

Withheld Authority

 
John A. Caroselli      37,701,781.307        4,770,480.560  
Clarence Otis, Jr.      37,328,028.307        4,744,233.560  
Robin A. Stelmach      37,348,803.307        4,723,458.560  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of January 1, 2019, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the
Past Five
Years  (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 55)
  Trustee   February 2004   2019   135   Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)   N/A

Robin A. Stelmach (k)

(age 57)

  Trustee   January 2014   2021   135   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 64)

  Trustee and Chair of Trustees   January 2009   2020   135   Private investor   N/A

Steven E. Buller

(age 67)

  Trustee   February 2014   2020   135   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the
Past Five
Years  (j)

John A. Caroselli

(age 64)

  Trustee   March 2017   2021   135   JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 63)

  Trustee   January 2009   2019   135   Private investor   N/A
Michael Hegarty
(age 74)
  Trustee   December 2004   2020   135   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)
Peter D. Jones
(age 63)
  Trustee   January 2019   2020   135   Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015)  

N/A

James W. Kilman, Jr.
(age 57)
  Trustee   January 2019   2021   135   KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)  

alpha-En Corporation, Director (since 2016)

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the
Past Five
Years  (j)

Clarence Otis, Jr.

(age 62)

  Trustee   March 2017   2021   135   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 62)

  Trustee   May 2014       2019   135   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 61)
  Trustee   March 2005   2019   135   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

OFFICERS
Christopher R. Bohane (k)
(age 44)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 50)

 

Assistant

Treasurer

  January 2012   N/A   135  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 51)

  Assistant Treasurer   April 2017   N/A   135   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head –Treasurer’s Office (until February 2017)

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

Thomas H. Connors (k)

(age 59)

 

Assistant

Secretary and Assistant Clerk

  September 2012   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel
Ethan D. Corey (k)
(age 55)
  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 50)
  President   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 51)

  Secretary and Clerk   April 2017   N/A   135   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)

Brian E. Langenfeld (k)

(age 45)

  Assistant
Secretary and Assistant Clerk
  June 2006   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 39)
  Assistant
Secretary and Assistant Clerk
  September 2018   N/A   135   Massachusetts Financial Services Company, Assistant Vice President and Counsel
Susan A. Pereira (k)
(age 48)
  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 48)

  Assistant Treasurer   September 2012   N/A   135   Massachusetts Financial Services Company, Vice President

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

Matthew A. Stowe (k)

(age 44)

  Assistant Secretary and Assistant Clerk   October 2014   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 74)
 

Independent

Senior Officer

  June 2004   N/A   135   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 48)
  Assistant Secretary and Assistant Clerk   October 2007   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Martin J. Wolin (k)

(age 51)

  Chief Compliance Officer   July 2015   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 58)
  Treasurer   September 1990   N/A   135   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees is currently divided into three classes, each having a term of three years which term expires on the date of the third annual meeting following the election to office of the Trustee’s class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death, resignation, retirement or removal. Under the terms of the

 

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Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company   State Street Bank and Trust Company
111 Huntington Avenue   1 Lincoln Street
Boston, MA 02199-7618   Boston, MA 02111-2900
Portfolio Manager(s)   Independent Registered Public Accounting Firm
Robert Spector   Ernst & Young LLP

Ward Brown

  200 Clarendon Street
David Cole   Boston, MA 02116
Pilar Gomez-Bravo  
Joshua Marston  
Robert Persons  
Matt Ryan  
Michael Skatrud  
Erik Weisman  
 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2018 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2017 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel

 

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Board Review of Investment Advisory Agreement – continued

 

providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the three-year period ended December 31, 2017, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 16th out of a total of 25 funds in the Broadridge performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 22nd out of a total of 30 funds for the one-year period and 14th out of a total of 21 funds for the five-year period ended December 31, 2017. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and the other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for each of the one-, three- and five-year periods ended December 31, 2017 (one-year: 7.4% total return for the Fund versus 5.7% total return for the benchmark; three-year: 6.3% total return for the Fund versus 4.7% total return for the benchmark; five-year: 5.6% total return for the Fund versus 4.2% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions

 

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Board Review of Investment Advisory Agreement – continued

 

regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s common shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds.

The Trustees considered that, as a closed-end fund, the Fund is unlikely to experience meaningful asset growth. As a result, the Trustees did not view the potential for realization of economies of scale as the Fund’s assets grow to be a material factor in their deliberations. The Trustees noted that they would consider economies of scale in the future in the event the Fund experiences significant asset growth, such as through an offering of preferred shares (which is not currently contemplated) or a material increase in the market value of the Fund’s portfolio securities.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

 

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Board Review of Investment Advisory Agreement – continued

 

The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2018.

 

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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 SEC’s 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 SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/closedendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

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 fund’s name.

Additional information about the fund (e.g. performance, dividends and the fund’s price history) is also available by clicking on the fund’s name under “Closed-End Funds” in the “Products” section of mfs.com.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2018 income tax forms in January 2019.

 

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rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO

 

CONTACT US

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


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ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.


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ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Ernst & Young LLP (“E&Y”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended November 30, 2018 and 2017, audit fees billed to the Fund by E&Y were as follows:

 

     Audit Fees  
     2018      2017  

Fees billed by E&Y:

     

MFS Charter Income Trust

     57,913        56,683  

For the fiscal years ended November 30, 2018 and 2017, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2018      2017      2018      2017      2018      2017  

Fees billed by E&Y:

                 

To MFS Charter Income Trust

     11,608        11,358        10,676        10,452        1,139        1,160  
     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2018      2017      2018      2017      2018      2017  

Fees billed by E&Y:

                 

To MFS and MFS Related Entities of MFS Charter Income Trust*

     1,728,076        1,603,983        0        0        103,950        101,450  

 

     Aggregate Fees for Non-audit
Services
 
     2018      2017  

Fees Billed by E&Y:

     

To MFS Charter Income Trust, MFS and MFS Related Entities#

     2,135,349        1,860,403  

 

*  

This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

#

This amount reflects the aggregate fees billed by E&Y for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.

1 

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 

The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.


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Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.


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ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Effective January 1, 2019, the members of the Audit Committee are Messrs. Steven E. Buller, Clarence Otis, Jr., James W. Kilman, Jr., and Michael Hegarty and Ms. Maryanne L. Roepke.

 

ITEM 6.

SCHEDULE OF INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of the Registrant under Item 1 of this Form N-CSR.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

A copy of the proxy voting policies and procedures are attached hereto as EX-99.PROXYPOL.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

Information regarding the portfolio manager(s) of the MFS 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 is no longer a portfolio manager of the Fund.

 

Portfolio Manager

  

Primary Role

  

Since

  

Title and Five Year History

Robert Spector    Lead and Debt Instruments Portfolio Manager    2015    Investment Office of MFS; employed in the investment area of MFS since 2011.
Ward Brown    Emerging Markets Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; Employed in the investment area of MFS since 2005.
David Cole    Below Investment Grade Debt Instruments Portfolio Manager    2006    Investment Officer of MFS; employed in the investment area of MFS since 2004.
Pilar Gomez-Bravo    Debt Instruments Portfolio Manager    2013    Investment Officer of MFS; employed in the investment area of MFS since 2013.
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.


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Compensation

MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.

MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2017, portfolio manager total cash compensation is a combination of base salary and performance bonus:

Base Salary – Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

Performance Bonus – Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2017, the following benchmarks were used to measure the following portfolio manager’s 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 Barclay’s 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


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   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.

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.

The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).

The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.

MFS Equity Plan – Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.


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Ownership of Fund Shares

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) as of the Fund’s fiscal year ended November 30, 2018. The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. $100,001 – $500,000

E. $500,001 – $1,000,000

F. Over $1,000,000

 

Name of Portfolio Manager

  

Dollar Range of Equity Securities in Fund

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.


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Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended November 30, 2018:

 

     Registered Investment
Companies*
     Other Pooled Investment
Vehicles
     Other Accounts  

Name

   Number of
Accounts
     Total
Assets
     Number of
Accounts
     Total Assets      Number of
Accounts
     Total Assets  

Ward Brown

     7      $ 10.5 billion        5      $ 2.9 billion        3      $ 1.2 billion  

David Cole

     12      $ 7.6 billion        4      $ 1.4 billion        1      $ 42.3 million  

Pilar Bravo-Gomez

     5      $ 4.2 billion        4      $ 2.7 billion        3      $ 743 million  

Joshua Marston

     10      $ 20.3 billion        8      $ 1.1 billion        13      $ 218.5 million  

Robert Persons

     17      $ 28.5 billion        9      $ 3.8 billion        7      $ 974.2 million  

Matt Ryan

     9      $ 10.9 billion        6      $ 3.4 billion        3      $ 1.2 billion  

Michael Skatrud (Became a Portfolio Manager of the Fund on March 1, 2018)

     11      $ 7.6 billion        5      $ 723 million        1      $ 42.3 million  

Robert Spector

     5      $ 4.2 billion        9      $ 4.5 billion        47      $ 2.3 billion  

Erik Weisman

     7      $ 5.3 billion        4      $ 2.7 billion        2      $ 718.5 million  

 

*

Includes the Fund.

Advisory fees are not based upon performance of any of the accounts identified in the table above.

Potential Conflicts of Interest

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s 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 Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’ trade allocation policies may give rise to conflicts of interest if the Fund’s 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 Fund’s 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.


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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  

6/01/18-6/30/18

     49,751        7.92        49,751        3,432,935  

7/01/18-7/31/18

     197,989        7.87        197,989        3,234,946  

8/01/18-8/31/18

     355,219        7.95        355,219        2,879,727  

9/01/18-9/30/18

     76,210        7.84        76,210        2,803,517  

10/1/18-10/31/18

     288,238        7.57        288,238        4,461,641  

11/1/18-11/30/18

     220,652        7.38        220,652        4,240,989  
  

 

 

       

 

 

    

Total

     2,302,529        7.99        2,302,529     
  

 

 

       

 

 

    

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 Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2018 plan year is 4,749,879.

 

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 Registrant’s 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.


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ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

Based upon their evaluation of the registrant’s 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 registrant’s 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 Commission’s rules and forms.

 

(b)

There were no changes in the registrant’s 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 registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

During the fiscal year ended November 30, 2018, there were no fees or income related to securities lending activities of the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)    (1)

Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

 

  (2)

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

 

  (3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

  (4)

Change in the registrant’s 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


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  Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.

 

(c)

Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.

 

(d)

Notices to Trust’s common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1. Attached hereto as EX-99.19a-1.


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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.


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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: January 15, 2019

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: January 15, 2019

 

By (Signature and Title)*   JAMES O. YOST
  James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

Date: January 15, 2019

 

*

Print name and title of each signing officer under his or her signature.