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, 2016


Table of Contents
ITEM 1. REPORTS TO STOCKHOLDERS.


Table of Contents

ANNUAL REPORT

November 30, 2016

 

LOGO

 

MFS® CHARTER INCOME TRUST

 

LOGO

 

MCR-ANN

 


Table of Contents

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 Chairman     1   
Portfolio composition     2   
Management review     4   
Performance summary     7   
Portfolio managers’ profiles     10   
Dividend reinvestment and cash purchase plan     11   
Portfolio of investments     12   
Statement of assets and liabilities     41   
Statement of operations     42   
Statements of changes in net assets     43   
Statement of cash flows     44   
Financial highlights     45   
Notes to financial statements     47   
Report of independent registered public accounting firm     62   
Results of shareholder meeting     63   
Trustees and officers     64   
Board review of investment advisory agreement     69   
Proxy voting policies and information     73   
Quarterly portfolio disclosure     73   
Further information     73   
Information about fund contracts and legal claims     74   
Federal tax information     74   
MFS® privacy notice     75   
Contact information    back cover   

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE CHAIRMAN

 

Dear Shareholders:

Despite June’s unexpected vote by the United Kingdom to leave the European Union and the surprising result in November’s U.S. presidential election, most markets have

proved resilient. U.S. share prices quickly reversed post-Brexit declines, and indices reached new highs following the November elections. U.S. bond yields rose after Trump’s victory on hopes that his proposed policy mix of lower taxes, increased spending on infrastructure and a lower regulatory burden on businesses will lift both U.S. economic growth and inflation. However, even after a recent rise in bond yields, interest rates in most developed markets remain very low, with major central banks maintaining extremely accommodative monetary policies.

Globally, economic growth has shown signs of recovery of late, led by the United States and the eurozone. Despite better growth,

there are few immediate signs of worrisome inflation. Emerging market economies are recovering at a somewhat slower pace amid fears that restrictive U.S. trade policies could further hamper the already slow pace of global trade growth.

At MFS®, we believe in a patient, long-term approach to investing. Viewing investments with a long lens makes it possible to filter out short-term market noise and focus on achieving solid risk-adjusted returns over a full market cycle.

In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

January 13, 2017

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

 

1


Table of Contents

PORTFOLIO COMPOSITION

 

Portfolio structure (i)

 

LOGO

 

Fixed income sectors (i)  
High Yield Corporates     68.0%   
Non-U.S. Government Bonds     17.3%   
Investment Grade Corporates     14.3%   
Emerging Markets Bonds     8.2%   
Commercial Mortgage-Backed Securities     3.1%   
U.S. Government Agencies     2.7%   
Floating Rate Loans     1.4%   
Mortgage-Backed Securities     1.2%   
Asset-Backed Securities     0.9%   
Collateralized Debt Obligations     0.8%   
U.S. Treasury Securities     (12.2)%   

Composition including fixed income

credit quality (a)(i)

  

  

AAA     7.5%   
AA     1.3%   
A     9.0%   
BBB     16.1%   
BB     34.9%   
B     29.9%   
CCC     9.1%   
C     0.2%   
D     0.1%   
U.S. Government     5.7%   
Federal Agencies     3.9%   
Not Rated     (12.0)%   
Non-Fixed Income     (0.2)%   
Cash & Cash Equivalents     (19.4)%   
Other     13.9%   
Portfolio facts (i)   
Average Duration (d)     4.9   
Average Effective Maturity (m)     7.1 yrs.   
 

 

2


Table of Contents

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, including fixed income futures contracts, 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 an 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.

From time to time Cash & Cash Equivalents may be negative due to borrowings for leverage transactions and/or timing of cash receipts.

Where the fund holds convertible bonds, these 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.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.

Percentages are based on net assets as of 11/30/16.

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

 

3


Table of Contents

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 US and/or foreign issuers, US Government securities, foreign government securities, mortgage-backed and other asset-backed securities of US 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, 2016, shares of the MFS Charter Income Trust provided a total return of 9.85%, at net asset value and a total return of 15.19%, at market value. This compares with a return of 12.11% for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (formerly 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 7.32%. 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

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. The US Federal Reserve began its long-anticipated monetary tightening cycle toward the end of the period, but the tightening cycle has proved to be more gradual than initially anticipated. Globally, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory. During the second half of the period, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit.” While markets initially reacted to the vote with alarm, the spillover to European and EM economies was relatively short-lived, although risks of further hits to EU cohesiveness could re-emerge. Late in the period, the surprising US presidential election outcome prompted a significant rally in equities and a rise in bond yields in anticipation of a reflationary policy mix from the incoming Trump administration.

During much of the reporting period, US earnings headwinds expanded beyond the energy, materials and industrial sectors, to include most sectors of the market. Headwinds eased somewhat at the end of the period as stabilizing oil prices pushed energy earnings higher relative to expectations. The sharp rise in the US dollar also weighed on earnings. US consumer spending held up well during the second half of

 

4


Table of Contents

Management Review – continued

 

the period amid a modest increase in real wages and low gasoline prices. Demand for autos reached near-record territory before plateauing late in the period, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the investment grade and high yield corporate markets. Late in the reporting period, however, new challenges emerged for emerging markets debt (“EMD”) as a result of the US presidential election, which raised concerns about the potential for a protectionist turn in US trade policy which could negatively impact EM economies. These concerns, along with rising expectations for US growth, inflation and rates, have turned the tables on flows into EMD. Since the election, flows have reversed. As of the end of the period, the markets seemed to be in “wait-and-see” mode, looking for evidence to either confirm or refute the repricing of risk that has occurred since Election Day.

Contributors to Performance

Relative to the Blended Index, the fund’s greater exposure to “BB” and below rated (r) bonds was a positive factor for relative performance as lower quality credit spreads narrowed during the period. The portion of the fund’s return derived from yield, which was greater than that of the Blended Index, aided relative performance. The fund’s duration (d) stance, in particular short duration to the US curve and long duration to the Euro curve, further contributed to relative performance.

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 will increase or decrease at a greater rate than a comparable unleveraged fund. During the reporting period, the fund’s use of leverage positively impacted performance.

Detractors from Performance

A greater exposure to both the industrial and finance sectors detracted from relative performance. A lesser exposure to Chinese issued bonds further weighed on relative returns.

Respectfully,

 

Richard Hawkins   William Adams   Ward Brown   David Cole
Portfolio Manager   Portfolio Manager   Portfolio Manager   Portfolio Manager
Pilar Gomez-Bravo   Joshua Marston   Robert Persons   Matt Ryan
Portfolio Manager   Portfolio Manager   Portfolio Manager   Portfolio Manager
Robert Spector   Erik Weisman    
Portfolio Manager   Portfolio Manager    

 

5


Table of Contents

Management Review – continued

 

 

(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.
(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.

The views expressed in this report are those of the portfolio managers 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.

 

6


Table of Contents

PERFORMANCE SUMMARY THROUGH 11/30/16

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 11/30/16

     Net Asset Value        11/30/16           $9.26    
              11/30/15           $9.21    
     New York Stock Exchange Price        11/30/16           $8.35    
              9/01/16  (high) (t)         $8.72    
              1/20/16  (low) (t)         $7.38    
                11/30/15           $7.92    

Total Returns vs Benchmarks

 

         

 

Year Ended 11/30/16

     MFS Charter Income Trust at         
    

New York Stock Exchange Price (r)

     15.19%    
    

Net Asset Value (r)

       9.85%    
     Bloomberg Barclays U.S. High-Yield Corporate Bond
2% Issuer Capped Index (f)
     12.11%    
     MFS Charter Income Trust Blended Index (f)(w)        7.32%    
     Bloomberg Barclays U.S. Credit Bond Index (f)        4.19%    
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)        1.26%    
     Citigroup World Government Bond Non-Dollar Hedged Index (f)        4.45%    
       JPMorgan Emerging Markets Bond Index Global (f)        7.00%    

 

(f) Source: FactSet Research Systems Inc.

 

(r) Includes reinvestment of dividends and capital gain distributions.

 

(t) For the period December 1, 2015 through November 30, 2016.

 

7


Table of Contents

Performance Summary – continued

 

(w) As of November 30, 2016, 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% Citigroup 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 Definitions

Bloomberg Barclays U.S. Credit Bond Index (formerly 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 (formerly 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 (formerly 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%.

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 monthly distributions may include a return of capital to shareholders to the extent that the fund’s net investment income and net capital gains, determined in accordance with federal income tax regulations, are insufficient to meet the fund’s target annual distribution rate. Distributions that are treated for federal income tax purposes as a return of capital will reduce each shareholder’s basis in his or her shares and, to the extent the return of capital exceeds such basis, will be treated as gain to the shareholder from a sale of shares. It may also result in a recharacterization of what economically represents a return of capital to ordinary income in those situations where a fund has long term capital gains and a capital loss carryforward. Returns of shareholder capital have the effect of reducing the fund’s assets and increasing the fund’s expense ratio.

 

8


Table of Contents

Performance Summary – continued

 

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 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.

 

9


Table of Contents

PORTFOLIO MANAGERS’ PROFILES

 

Portfolio Manager   Primary Role   Since   Title and Five Year History
Richard Hawkins   Lead Portfolio
Manager
  2004   Investment Officer of MFS; employed in the investment management area of MFS since 1988.
William Adams   Below Investment
Grade Debt
Instruments
Portfolio Manager
  2011   Investment Officer of MFS; employed in the investment management area of MFS since 2009; Credit Analyst at MFS from 1997 to 2005.
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   Investment Grade
Debt Instruments
Portfolio Manager
  2013   Investment Officer of MFS; employed in the investment management area of MFS since 2013; Managing Director of Imperial Capital from May 2012 to March 2013; Portfolio Manager and Head of Research of Negentropy Capital from June 2011 to April 2012.
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.
Robert Spector   Global Debt
Instruments
  2015  

Investment Officer of MFS; employed in

the investment Management area of MFS since 2011.

Erik Weisman   Sovereign Debt
Obligations
Portfolio Manager
  2012   Investment Officer of MFS; employed in the investment management area of MFS since 2002.

 

10


Table of Contents

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

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

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

If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan 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.

 

11


Table of Contents

PORTFOLIO OF INVESTMENTS

11/30/16

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

 

Bonds - 115.4%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 0.6%                 
CPI International, Inc., 8.75%, 2/15/2018    $ 1,250,000      $ 1,256,250   
Lockheed Martin Corp., 3.55%, 1/15/2026      263,000        269,122   
TransDigm, Inc., 6%, 7/15/2022      465,000        478,950   
TransDigm, Inc., 6.5%, 7/15/2024      800,000        829,000   
    

 

 

 
      $ 2,833,322   
Airlines - 0.2%                 
Ryanair Ltd., 1.125%, 3/10/2023    EUR 775,000      $ 820,354   
Apparel Manufacturers - 0.0%                 
Christian Dior SE, 0.75%, 6/24/2021    EUR 100,000      $ 106,578   
Asset-Backed & Securitized - 4.8%                 
Banc of America Commercial Mortgage, Inc., FRN, 5.94%, 2/10/2051    $ 984,217      $ 999,749   
Bayview Financial Revolving Mortgage Loan Trust, FRN, 2.134%, 12/28/2040 (z)      535,797        407,955   
Chesapeake Funding II LLC, 2016-1A, “A2”, FRN, 1.674%, 3/15/2028 (n)      1,643,000        1,655,358   
Citigroup/Deutsche Bank Commercial Mortgage Trust, FRN, 5.366%, 12/11/2049      1,605,000        1,611,115   
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048      500,000        506,664   
Crest Ltd., CDO, 7%, 1/28/2040 (a)(p)      3,139,965        384,018   
Dryden Senior Loan Fund, 2013-26A, “A”, CLO, FRN, 1.98%, 7/15/2025 (n)      722,000        716,797   
First Union-Lehman Brothers Bank of America, FRN, 1.13%, 11/18/2035 (i)      2,868,794        28,163   
Greenwich Capital Commercial Funding Corp., 5.475%, 3/10/2039      954,513        954,606   
John Deere Owner Trust , “A2”, 1.15%, 10/15/2018      1,464,000        1,464,645   
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.753%, 6/15/2049      2,046,090        2,063,066   
JPMorgan Chase Commercial Mortgage Trust, 2007-LD11, “AM”, FRN, 5.938%, 6/15/2049      2,142,300        2,180,712   
Loomis, Sayles & Co., CLO, “A1”, FRN, 2.41%, 10/15/2027 (z)      2,526,150        2,520,026   
Mercedes-Benz Auto Lease Trust, 2015-B, “A2B”, 1.058%, 1/16/2018      683,619        683,876   
Merrill Lynch Mortgage Trust, FRN, 6.022%, 6/12/2050      1,262,294        1,275,473   

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Asset-Backed & Securitized - continued                 
Morgan Stanley Capital I Trust, “AM”, FRN, 5.871%, 4/15/2049    $ 2,137,000      $ 2,085,090   
Wachovia Bank Commercial Mortgage Trust, “A4”, FRN, 6.17%, 2/15/2051      2,419,959        2,435,712   
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, “A5”, 3.148%, 5/15/2048      768,632        773,175   
    

 

 

 
      $ 22,746,200   
Automotive - 1.5%                 
Allison Transmission, Inc., 5%, 10/01/2024 (n)    $ 1,456,000      $ 1,466,920   
Delphi Automotive PLC, 1.5%, 3/10/2025    EUR 200,000        208,559   
Ferrari N.V., 1.5%, 3/16/2023    EUR 250,000        260,423   
FGA Capital Ireland PLC, 2%, 10/23/2019    EUR 450,000        492,770   
Gates Global LLC, 6%, 7/15/2022 (n)    $ 660,000        630,300   
General Motors Financial Co., Inc., 3.45%, 4/10/2022      256,000        252,509   
IHO Verwaltungs GmbH, 4.75%, 9/15/2026 (n)      1,030,000        981,075   
RCI Banque S.A., 1%, 5/17/2023    EUR 800,000        837,464   
Volkswagen International Finance N.V., 3.875% to 9/04/2018, FRN to 9/29/2049    EUR 200,000        215,512   
Volkswagen International Finance N.V., FRN, 2.5%, 12/29/2049    EUR 152,000        150,626   
ZF North America Capital, Inc., 4.5%, 4/29/2022 (n)    $ 1,085,000        1,120,263   
ZF North America Capital, Inc., 4.75%, 4/29/2025 (n)      750,000        751,406   
    

 

 

 
      $ 7,367,827   
Biotechnology - 0.0%                 
Life Technologies Corp., 6%, 3/01/2020    $ 200,000      $ 218,922   
Broadcasting - 2.0%                 
AMC Networks, Inc., 5%, 4/01/2024    $ 875,000      $ 877,188   
CBS Radio, Inc., 7.25%, 11/01/2024 (z)      540,000        567,335   
Clear Channel Worldwide Holdings, Inc., “A”, 6.5%, 11/15/2022      365,000        357,700   
Clear Channel Worldwide Holdings, Inc., “B”, 6.5%, 11/15/2022      1,305,000        1,318,050   
Grupo Televisa S.A.B., 6.125%, 1/31/2046      200,000        196,437   
iHeartMedia, Inc., 9%, 3/01/2021      673,000        496,338   
Liberty Media Corp., 8.5%, 7/15/2029      875,000        962,500   
Liberty Media Corp., 8.25%, 2/01/2030      210,000        222,600   
Match Group, Inc., 6.375%, 6/01/2024      650,000        686,563   
Netflix, Inc., 5.375%, 2/01/2021      1,680,000        1,797,600   
Netflix, Inc., 5.875%, 2/15/2025      70,000        74,908   
Nexstar Broadcasting, Inc., 6.875%, 11/15/2020      1,005,000        1,035,150   
Omnicom Group, Inc., 3.65%, 11/01/2024      77,000        77,847   
Omnicom Group, Inc., 3.6%, 4/15/2026      290,000        289,510   
ProSiebenSat.1 Media AG, 2.625%, 4/15/2021    EUR 240,000        270,448   
SES Global Americas Holdings GP, 2.5%, 3/25/2019 (n)    $ 181,000        180,130   

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Broadcasting - continued                 
Time Warner, Inc., 3.8%, 2/15/2027    $ 332,000      $ 330,405   
    

 

 

 
      $ 9,740,709   
Brokerage & Asset Managers - 0.1%                 
Intercontinental Exchange, Inc., 2.75%, 12/01/2020    $ 178,000      $ 179,872   
Intercontinental Exchange, Inc., 3.75%, 12/01/2025      292,000        299,709   
    

 

 

 
      $ 479,581   
Building - 2.3%                 
Allegion PLC, 5.875%, 9/15/2023    $ 501,000      $ 531,686   
Allegion U.S. Holding Co., Inc., 5.75%, 10/01/2021      1,630,000        1,695,200   
Beacon Roofing Supply, Inc., 6.375%, 10/01/2023      975,000        1,035,938   
Elementia S.A. de C.V., 5.5%, 1/15/2025 (n)      210,000        194,775   
Gibraltar Industries, Inc., 6.25%, 2/01/2021      1,045,000        1,073,738   
HD Supply, Inc., 5.75%, 4/15/2024 (n)      1,005,000        1,027,613   
Mohawk Industries, Inc., 3.85%, 2/01/2023      134,000        136,140   
Owens Corning, 4.2%, 12/15/2022      127,000        131,699   
Owens Corning, 3.4%, 8/15/2026      238,000        227,721   
PriSo Acquisition Corp., 9%, 5/15/2023 (n)      845,000        811,200   
Standard Industries, Inc., 5.375%, 11/15/2024 (n)      1,380,000        1,404,150   
Standard Industries, Inc., 6%, 10/15/2025 (n)      750,000        780,000   
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023      1,340,000        1,360,100   
Union Andina de Cementos S.A.A., 5.875%, 10/30/2021 (n)      492,000        499,872   
    

 

 

 
      $ 10,909,832   
Business Services - 1.8%                 
Alliance Data Systems Corp., 5.875%, 11/01/2021 (z)    $ 1,225,000      $ 1,228,063   
Alliance Data Systems Corp., 5.375%, 8/01/2022 (z)      240,000        228,600   
Cisco Systems, Inc., 2.2%, 2/28/2021      350,000        348,141   
Equinix, Inc., 4.875%, 4/01/2020      565,000        579,125   
Equinix, Inc., 5.375%, 1/01/2022      305,000        317,963   
Equinix, Inc., 5.375%, 4/01/2023      925,000        949,281   
Equinix, Inc., 5.75%, 1/01/2025      202,000        208,313   
Fidelity National Information Services, Inc., 3.875%, 6/05/2024      537,000        547,335   
Fidelity National Information Services, Inc., 5%, 10/15/2025      138,000        149,455   
Fidelity National Information Services, Inc., 3%, 8/15/2026      267,000        248,849   
Fidelity National Information Services, Inc., 4.5%, 8/15/2046      133,000        123,801   
Iron Mountain, Inc., REIT, 6%, 10/01/2020 (n)      510,000        536,775   
Iron Mountain, Inc., REIT, 6%, 8/15/2023      1,540,000        1,632,400   
NeuStar, Inc., 4.5%, 1/15/2023      910,000        833,788   
Tencent Holdings Ltd., 3.375%, 3/05/2018 (n)      449,000        455,531   
    

 

 

 
      $ 8,387,420   

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Cable TV - 5.5%                 
Altice Financing S.A., 6.5%, 1/15/2022 (n)    $ 2,005,000      $ 2,066,403   
Altice Financing S.A., 6.625%, 2/15/2023 (n)      2,345,000        2,380,175   
CCO Holdings LLC/CCO Holdings Capital Corp., 5.125%, 5/01/2023 (n)      1,555,000        1,592,903   
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024      1,565,000        1,637,381   
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n)      335,000        340,444   
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)      525,000        539,438   
Cequel Communications Holdings, 6.375%, 9/15/2020 (n)      1,340,000        1,366,800   
Charter Operating/CCO Capital Corp., 6.384%, 10/23/2035 (n)      217,000        242,170   
Comcast Corp., 2.75%, 3/01/2023      880,000        873,313   
Comcast Corp., 4.65%, 7/15/2042      60,000        62,849   
Comcast Corp., 4.75%, 3/01/2044      223,000        235,699   
CSC Holdings LLC, 5.5%, 4/15/2027 (n)      1,355,000        1,337,216   
DISH DBS Corp., 5%, 3/15/2023      1,065,000        1,051,688   
DISH DBS Corp., 5.875%, 11/15/2024      1,665,000        1,687,894   
Intelsat Jackson Holdings S.A., 7.25%, 4/01/2019      395,000        310,075   
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023      545,000        355,613   
Intelsat Jackson Holdings S.A., 8%, 2/15/2024 (n)      245,000        246,838   
LGE Holdco VI B.V., 7.125%, 5/15/2024 (n)    EUR 520,000        618,745   
Lynx II Corp., 6.375%, 4/15/2023 (n)    $ 555,000        567,138   
Shaw Communications, Inc., 5.65%, 10/01/2019    CAD 260,000        211,954   
Sirius XM Radio, Inc., 5.75%, 8/01/2021 (n)    $ 185,000        193,094   
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n)      740,000        727,050   
Sirius XM Radio, Inc., 6%, 7/15/2024 (n)      1,620,000        1,684,800   
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n)      705,000        703,245   
Sirius XM Radio, Inc., 5.375%, 7/15/2026 (n)      235,000        233,238   
Sky PLC, 2.5%, 9/15/2026    EUR 350,000        392,403   
Time Warner Cable, Inc., 5.75%, 6/02/2031    GBP 100,000        143,371   
Time Warner Cable, Inc., 5.25%, 7/15/2042    GBP 100,000        136,201   
Time Warner Cable, Inc., 4.5%, 9/15/2042    $ 119,000        104,746   
Unitymedia Hessen, 5.5%, 1/15/2023 (n)      1,350,000        1,383,750   
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n)      770,000        783,475   
Virgin Media Finance PLC, 5.75%, 1/15/2025 (n)      200,000        198,000   
Virgin Media Secured Finance PLC, 5.375%, 4/15/2021 (n)      342,000        352,688   
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n)      800,000        774,000   
VTR Finance B.V., 6.875%, 1/15/2024 (n)      480,000        487,200   
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n)      400,000        393,000   
    

 

 

 
      $ 26,414,997   
Chemicals - 1.7%                 
Air Liquide Finance Co., 2.25%, 9/27/2023 (n)    $ 261,000      $ 249,643   
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n)      520,000        517,400   

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Chemicals - continued                 
Chemours Co., 6.625%, 5/15/2023    $ 600,000      $ 592,500   
Consolidated Energy Finance S.A., 6.75%, 10/15/2019 (n)      380,000        376,200   
GCP Applied Technologies Co., 9.5%, 2/01/2023 (n)      1,035,000        1,172,138   
Hexion U.S. Finance Corp., 6.625%, 4/15/2020      175,000        150,500   
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance, 8.875%, 2/01/2018      720,000        696,600   
International Flavors & Fragrances, Inc., 1.75%, 3/14/2024    EUR 230,000        255,177   
LYB International Finance B.V., 4%, 7/15/2023    $ 135,000        140,533   
LyondellBasell Industries N.V., 4.625%, 2/26/2055      400,000        360,768   
Momentive Performance Materials, Inc., 3.88%, 10/24/2021      530,000        495,550   
PPG Industries, Inc., 0.875%, 11/03/2025    EUR 230,000        237,801   
Tronox Finance LLC, 6.375%, 8/15/2020    $ 1,585,000        1,444,331   
Tronox Finance LLC, 7.5%, 3/15/2022 (n)      795,000        725,438   
W.R. Grace & Co., 5.125%, 10/01/2021 (n)      800,000        840,000   
    

 

 

 
      $ 8,254,579   
Computer Software - 0.8%                 
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n)    $ 1,065,000      $ 1,120,397   
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n)      485,000        510,821   
Microsoft Corp., 1.55%, 8/08/2021      655,000        634,809   
Oracle Corp., 3.4%, 7/08/2024      251,000        255,877   
VeriSign, Inc., 4.625%, 5/01/2023      1,465,000        1,488,806   
    

 

 

 
      $ 4,010,710   
Computer Software - Systems - 1.3%                 
Apple, Inc., 2.7%, 5/13/2022    $ 400,000      $ 402,424   
Apple, Inc., 3.6%, 7/31/2042    GBP 130,000        178,644   
CDW LLC/CDW Finance Corp., 6%, 8/15/2022    $ 275,000        291,500   
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024      395,000        404,875   
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)      615,000        631,144   
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n)      950,000        938,125   
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n)      1,865,000        1,888,313   
Western Digital Corp., 10.5%, 4/01/2024 (n)      1,320,000        1,527,900   
    

 

 

 
      $ 6,262,925   
Conglomerates - 2.3%                 
Amsted Industries Co., 5%, 3/15/2022 (n)    $ 2,335,000      $ 2,311,650   
Apex Tool Group, 7%, 2/01/2021 (n)      970,000        873,000   
EnerSys, 5%, 4/30/2023 (n)      1,875,000        1,879,688   
Enpro Industries, Inc., 5.875%, 9/15/2022      1,685,000        1,722,913   
Entegris, Inc., 6%, 4/01/2022 (n)      1,643,000        1,708,720   
General Electric Co., 1.25%, 5/26/2023    EUR 100,000        110,534   

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Conglomerates - continued                 
Renaissance Acquisition, 6.875%, 8/15/2021 (n)    $ 1,345,000      $ 1,324,825   
SPX FLOW, Inc., 5.625%, 8/15/2024 (n)      955,000        938,288   
    

 

 

 
      $ 10,869,618   
Construction - 0.1%                 
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d)    $ 450,000      $ 82,148   
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (a)(d)(n)      853,000        157,095   
    

 

 

 
      $ 239,243   
Consumer Products - 0.9%                 
NBTY, Inc., 7.625%, 5/15/2021 (n)    $ 855,000      $ 843,244   
Newell Rubbermaid, Inc., 3.85%, 4/01/2023      279,000        286,528   
Newell Rubbermaid, Inc., 4%, 12/01/2024      400,000        407,812   
Newell Rubbermaid, Inc., 5.375%, 4/01/2036      108,000        119,900   
Prestige Brands, Inc., 5.375%, 12/15/2021 (n)      1,085,000        1,114,838   
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)      250,000        255,814   
Spectrum Brands, Inc., 6.125%, 12/15/2024      170,000        180,200   
Spectrum Brands, Inc., 5.75%, 7/15/2025      835,000        866,313   
Whirlpool Finance Luxembourg S.A., 1.25%, 11/02/2026    EUR 150,000        154,824   
    

 

 

 
      $ 4,229,473   
Consumer Services - 2.7%                 
ADT Corp., 6.25%, 10/15/2021    $ 2,155,000      $ 2,322,013   
ADT Corp., 4.125%, 6/15/2023      60,000        57,150   
Garda World Security Corp., 7.25%, 11/15/2021 (n)      860,000        795,500   
Garda World Security Corp., 7.25%, 11/15/2021 (n)      830,000        767,750   
Grupo Posadas S.A.B. de C.V., 7.875%, 6/30/2022 (n)      800,000        784,000   
Interval Acquisition Corp., 5.625%, 4/15/2023      2,175,000        2,229,375   
Mobile Mini, Inc., 5.875%, 7/01/2024      1,255,000        1,298,925   
Monitronics International, Inc., 9.125%, 4/01/2020      1,360,000        1,271,600   
Priceline Group, Inc., 2.15%, 11/25/2022    EUR 110,000        122,866   
Priceline Group, Inc., 1.8%, 3/03/2027    EUR 1,100,000        1,115,286   
Service Corp. International, 5.375%, 5/15/2024    $ 873,000        908,007   
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (z)      1,115,000        1,117,788   
    

 

 

 
      $ 12,790,260   
Containers - 3.0%                 
Ball Corp., 5%, 3/15/2022    $ 1,351,000      $ 1,421,928   
Berry Plastics Group, Inc., 5.5%, 5/15/2022      1,025,000        1,066,000   
Berry Plastics Group, Inc., 6%, 10/15/2022      975,000        1,024,969   
Crown American LLC, 4.5%, 1/15/2023      1,179,000        1,193,738   
Crown American LLC, 4.25%, 9/30/2026 (n)      565,000        539,575   
Crown European Holdings S.A., 3.375%, 5/15/2025 (z)    EUR 350,000        369,389   
Multi-Color Corp., 6.125%, 12/01/2022 (n)    $ 1,345,000        1,402,163   
Plastipak Holdings, Inc., 6.5%, 10/01/2021 (n)      1,408,000        1,471,360   

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Containers - continued                 
Reynolds Group, 5.75%, 10/15/2020    $ 510,000      $ 524,663   
Reynolds Group, 8.25%, 2/15/2021      743,872        768,048   
Reynolds Group, 5.125%, 7/15/2023 (n)      675,000        681,750   
Reynolds Group, 7%, 7/15/2024 (n)      70,000        73,894   
Sealed Air Corp., 4.875%, 12/01/2022 (n)      1,495,000        1,528,638   
Sealed Air Corp., 4.5%, 9/15/2023 (n)    EUR 225,000        256,852   
Sealed Air Corp., 5.125%, 12/01/2024 (n)    $ 390,000        395,850   
Signode Industrial Group, 6.375%, 5/01/2022 (n)      1,360,000        1,370,200   
    

 

 

 
      $ 14,089,017   
Defense Electronics - 0.0%                 
BAE Systems PLC, 4.125%, 6/08/2022    GBP 150,000      $ 209,927   
Electrical Equipment - 0.0%                 
Arrow Electronics, Inc., 3.5%, 4/01/2022    $ 173,000      $ 171,888   
Electronics - 1.3%                 
Flextronics International Ltd., 4.625%, 2/15/2020    $ 112,000      $ 118,013   
Micron Technology, Inc., 5.875%, 2/15/2022      890,000        921,150   
Micron Technology, Inc., 5.5%, 2/01/2025      645,000        633,713   
NXP B.V./NXP Funding LLC, 5.75%, 3/15/2023 (n)      1,730,000        1,829,475   
NXP B.V./NXP Funding LLC, 4.625%, 6/01/2023 (n)      222,000        234,210   
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)      520,000        542,100   
Sensata Technologies B.V., 5%, 10/01/2025 (n)      1,255,000        1,236,175   
Tyco Electronics Group S.A., 2.375%, 12/17/2018      294,000        296,994   
Tyco Electronics Group S.A., 1.1%, 3/01/2023    EUR 350,000        374,349   
    

 

 

 
      $ 6,186,179   
Emerging Market Quasi-Sovereign - 1.5%                 
CNPC General Capital Ltd., 3.4%, 4/16/2023 (n)    $ 293,000      $ 292,430   
Comision Federal de Electricidad, 4.875%, 1/15/2024      234,000        230,490   
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 (n)      207,000        195,077   
Gaz Capital S.A., 4.95%, 2/06/2028      383,000        363,380   
Majapahit Holding B.V., 7.25%, 6/28/2017 (n)      591,000        608,730   
Office Cherifien des Phosphates, 6.875%, 4/25/2044 (n)      351,000        345,922   
ONGC Videsh Ltd., 4.625%, 7/15/2024      511,000        526,579   
Pertamina PT, 6%, 5/03/2042 (n)      318,000        310,822   
Pertamina PT, 6%, 5/03/2042      654,000        639,239   
Pertamina PT, 5.625%, 5/20/2043 (n)      375,000        353,476   
Petrobras Global Finance B.V., 6.25%, 3/17/2024      1,004,000        963,840   
Petrobras International Finance Co., 6.75%, 1/27/2041      1,116,000        913,390   
Petroleos Mexicanos, 4.625%, 9/21/2023 (n)      212,000        198,960   
Southern Gas Corridor CJSC, 6.875%, 3/24/2026      1,315,000        1,393,900   
    

 

 

 
      $ 7,336,235   

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Emerging Market Sovereign - 3.4%                 
Dominican Republic, 7.5%, 5/06/2021 (n)    $ 548,000      $ 594,142   
Dominican Republic, 8.625%, 4/20/2027      758,000        848,755   
Republic of Angola, 7%, 8/16/2019      331,375        330,560   
Republic of Argentina, 7%, 4/17/2017      640,000        654,177   
Republic of Argentina, 2.5% to 3/31/2019, 3.75% to 3/31/2029, 5.25% to 12/31/2038      353,000        210,918   
Republic of Croatia, 5.5%, 4/04/2023 (n)      1,146,000        1,204,733   
Republic of Hungary, 5.375%, 2/21/2023      1,104,000        1,200,780   
Republic of Hungary, 7.625%, 3/29/2041      470,000        660,350   
Republic of Indonesia, 11.625%, 3/04/2019 (n)      571,000        684,603   
Republic of Indonesia, 2.875%, 7/08/2021 (z)    EUR 175,000        193,449   
Republic of Indonesia, 3.375%, 4/15/2023 (n)    $ 302,000        298,253   
Republic of Indonesia, 4.125%, 1/15/2025 (n)      342,000        345,146   
Republic of Indonesia, 4.125%, 1/15/2025      1,368,000        1,380,583   
Republic of Indonesia, 4.625%, 4/15/2043      1,349,000        1,335,378   
Republic of Kazakhstan, 5.125%, 7/21/2025 (n)      341,000        360,819   
Republic of Panama, 3.75%, 3/16/2025      204,000        203,745   
Republic of Panama, 9.375%, 4/01/2029      719,000        1,020,081   
Republic of Paraguay, 6.1%, 8/11/2044 (n)      550,000        545,875   
Republic of Sri Lanka, 6.125%, 6/03/2025      1,286,000        1,231,620   
Republic of Turkey, 3.25%, 3/23/2023      633,000        562,484   
Republic of Turkey, 4.875%, 10/09/2026      1,183,000        1,098,626   
Russian Federation, 4.875%, 9/16/2023 (n)      400,000        420,500   
Russian Federation, 4.75%, 5/27/2026      800,000        814,856   
    

 

 

 
      $ 16,200,433   
Energy - Independent - 3.8%                 
Afren PLC, 10.25%, 4/08/2019 (a)(d)(n)    $ 463,000      $ 93   
Bonanza Creek Energy, Inc., 6.75%, 4/15/2021      625,000        325,000   
Carrizo Oil & Gas, Inc., 6.25%, 4/15/2023      1,510,000        1,540,200   
Chaparral Energy, Inc., 7.625%, 11/15/2022 (a)(d)      480,000        398,400   
Concho Resources, Inc., 5.5%, 4/01/2023      1,375,000        1,413,706   
Consol Energy, Inc., 5.875%, 4/15/2022      505,000        484,800   
Consol Energy, Inc., 8%, 4/01/2023      1,205,000        1,229,100   
Continental Resources, Inc., 4.5%, 4/15/2023      1,460,000        1,419,850   
Gulfport Energy Corp., 6%, 10/15/2024 (z)      980,000        997,150   
PDC Energy, Inc., 6.125%, 9/15/2024 (n)      1,175,000        1,204,375   
QEP Resources, Inc., 5.25%, 5/01/2023      1,750,000        1,697,500   
Range Resources Corp., 4.875%, 5/15/2025      1,775,000        1,677,375   
Rice Energy, Inc., 7.25%, 5/01/2023      1,380,000        1,449,000   
Sanchez Energy Corp., 6.125%, 1/15/2023      1,630,000        1,426,250   
Seven Generations Energy, 8.25%, 5/15/2020 (n)      700,000        744,625   
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)      201,000        186,428   

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Energy - Independent - continued                 
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026    $ 987,000      $ 915,443   
Whiting Petroleum Corp., 6.25%, 4/01/2023      1,075,000        1,049,469   
    

 

 

 
      $ 18,158,764   
Energy - Integrated - 0.5%                 
Cenovus Energy, Inc., 6.75%, 11/15/2039    $ 782,000      $ 827,363   
Cenovus Energy, Inc., 4.45%, 9/15/2042      525,000        433,213   
Inkia Energy Ltd., 8.375%, 4/04/2021      754,000        786,045   
LUKOIL International Finance B.V., 4.563%, 4/24/2023 (n)      544,000        540,871   
    

 

 

 
      $ 2,587,492   
Entertainment - 1.2%                 
Carnival Corp., 1.875%, 11/07/2022    EUR 330,000      $ 368,409   
Cedar Fair LP, 5.25%, 3/15/2021    $ 1,260,000        1,302,840   
Cedar Fair LP, 5.375%, 6/01/2024      405,000        421,200   
Cinemark USA, Inc., 5.125%, 12/15/2022      1,430,000        1,469,325   
Cinemark USA, Inc., 4.875%, 6/01/2023      955,000        964,550   
Six Flags Entertainment Corp., 5.25%, 1/15/2021 (n)      1,255,000        1,293,591   
    

 

 

 
      $ 5,819,915   
Financial Institutions - 3.6%                 
Aircastle Ltd., 4.625%, 12/15/2018    $ 130,000      $ 135,525   
Aircastle Ltd., 5.125%, 3/15/2021      1,470,000        1,547,175   
Aircastle Ltd., 5.5%, 2/15/2022      1,215,000        1,275,750   
CIT Group, Inc., 5.25%, 3/15/2018      1,270,000        1,313,459   
CIT Group, Inc., 6.625%, 4/01/2018 (n)      1,305,000        1,370,250   
CIT Group, Inc., 5.5%, 2/15/2019 (n)      1,270,000        1,340,644   
Credit Acceptance Corp., 6.125%, 2/15/2021      108,000        108,810   
Credit Acceptance Corp., 7.375%, 3/15/2023      1,365,000        1,395,713   
Nationstar Mortgage LLC/Capital Corp., 6.5%, 8/01/2018      615,000        621,919   
Nationstar Mortgage LLC/Capital Corp., 7.875%, 10/01/2020      2,180,000        2,229,050   
Nationstar Mortgage LLC/Capital Corp., 6.5%, 7/01/2021      515,000        516,288   
Navient Corp., 8%, 3/25/2020      1,135,000        1,247,081   
Navient Corp., 5.875%, 3/25/2021      405,000        415,125   
Navient Corp., 7.25%, 1/25/2022      2,570,000        2,659,950   
Navient Corp., 7.25%, 9/25/2023      430,000        435,375   
Navient Corp., 6.125%, 3/25/2024      515,000        487,319   
    

 

 

 
      $ 17,099,433   
Food & Beverages - 2.6%                 
Anheuser-Busch InBev N.V., 1.5%, 4/18/2030    EUR 250,000      $ 255,839   
Anheuser-Busch InBev S.A., 6.875%, 11/15/2019    $ 300,000        340,309   
Anheuser-Busch InBev Worldwide, Inc., 0.875%, 3/17/2022    EUR 100,000        108,150   
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023    $ 408,000        412,186   

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Food & Beverages - continued                 
Anheuser-Busch InBev Worldwide, Inc., 4.7%, 2/01/2036    $ 533,000      $ 558,957   
Coca-Cola Co., 0.75%, 3/09/2023    EUR 175,000        188,232   
Coca-Cola Enterprises, Inc., 1.875%, 3/18/2030    EUR 200,000        209,808   
Danone S.A., 2.077%, 11/02/2021 (n)    $ 236,000        230,160   
Danone S.A., 2.589%, 11/02/2023 (n)      553,000        533,929   
Gruma S.A.B. de C.V., 4.875%, 12/01/2024 (n)      202,000        207,555   
J.M. Smucker Co., 2.5%, 3/15/2020      365,000        366,232   
J.M. Smucker Co., 4.375%, 3/15/2045      70,000        69,168   
JBS Investments GmbH, 7.25%, 4/03/2024      200,000        200,750   
JBS USA LLC/JBS USA Finance, Inc., 5.875%, 7/15/2024 (n)      1,565,000        1,557,175   
Kraft Heinz Foods Co., 3.5%, 7/15/2022      202,000        206,902   
Kraft Heinz Foods Co., 5%, 7/15/2035      102,000        107,800   
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)      535,000        532,659   
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n)      280,000        278,600   
PepsiCo, Inc., 2.15%, 10/14/2020      858,000        858,789   
Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp., 5.875%, 1/15/2024      1,095,000        1,152,488   
Sun Merger Sub, Inc., 5.875%, 8/01/2021 (n)      1,735,000        1,802,231   
Tyson Foods, Inc., 5.15%, 8/15/2044      81,000        83,802   
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)      1,520,000        1,558,000   
Wm. Wrigley Jr. Co., 2.9%, 10/21/2019 (n)      107,000        108,992   
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n)      300,000        308,452   
    

 

 

 
      $ 12,237,165   
Food & Drug Stores - 0.3%                 
CVS Health Corp., 3.5%, 7/20/2022    $ 667,000      $ 684,890   
Walgreens Boots Alliance, Inc., 2.7%, 11/18/2019      333,000        337,633   
Walgreens Boots Alliance, Inc., 2.875%, 11/20/2020    GBP 250,000        325,956   
Walgreens Boots Alliance, Inc., 4.5%, 11/18/2034    $ 326,000        323,313   
    

 

 

 
      $ 1,671,792   
Forest & Paper Products - 0.1%                 
Appvion, Inc., 9%, 6/01/2020 (n)    $ 500,000      $ 305,000   
Gaming & Lodging - 2.4%                 
CCM Merger, Inc., 9.125%, 5/01/2019 (n)    $ 767,000      $ 795,763   
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023      1,500,000        1,567,530   
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026      175,000        178,938   
Greektown Holdings LLC, 8.875%, 3/15/2019 (n)      1,025,000        1,072,406   
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 5.625%, 10/15/2021      1,890,000        1,951,378   
InterContinental Hotels Group PLC, 3.75%, 8/14/2025    GBP 100,000        134,608   
Isle of Capri Casinos, Inc., 8.875%, 6/15/2020    $ 300,000        315,000   

 

21


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Gaming & Lodging - continued                 
Isle of Capri Casinos, Inc., 5.875%, 3/15/2021    $ 1,070,000      $ 1,113,469   
MGM Resorts International, 6.625%, 12/15/2021      960,000        1,048,800   
MGM Resorts International, 6%, 3/15/2023      1,205,000        1,295,375   
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021      1,375,000        1,395,625   
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023      535,000        541,688   
    

 

 

 
      $ 11,410,580   
Industrial - 0.7%                 
Dematic S.A., 7.75%, 12/15/2020 (n)    $ 1,515,000      $ 1,576,812   
Howard Hughes Corp., 6.875%, 10/01/2021 (n)      1,790,000        1,887,376   
    

 

 

 
      $ 3,464,188   
Insurance - 0.3%                 
American International Group, Inc., 4.875%, 6/01/2022    $ 187,000      $ 203,722   
American International Group, Inc., 1.5%, 6/08/2023    EUR 160,000        172,114   
American International Group, Inc., 3.75%, 7/10/2025    $ 400,000        401,929   
Aviva PLC, 3.375%, 12/04/2045    EUR 260,000        263,313   
CNP Assurances S.A., 6% to 9/14/2020, FRN to 9/14/2040    EUR 200,000        235,287   
Delta Lloyd N.V., FRN, 9%, 8/29/2042    EUR 250,000        326,142   
    

 

 

 
      $ 1,602,507   
Insurance - Health - 0.6%                 
Aetna, Inc., 2.8%, 6/15/2023    $ 317,000      $ 309,843   
Aetna, Inc., 4.25%, 6/15/2036      237,000        235,407   
Centene Corp., 5.625%, 2/15/2021      495,000        509,850   
Centene Corp., 6.125%, 2/15/2024      1,180,000        1,198,998   
UnitedHealth Group, Inc., 2.7%, 7/15/2020      528,000        535,649   
    

 

 

 
      $ 2,789,747   
Insurance - Property & Casualty - 0.5%                 
Berkshire Hathaway, Inc., 2.75%, 3/15/2023    $ 234,000      $ 233,226   
Berkshire Hathaway, Inc., 2.15%, 3/15/2028    EUR 130,000        145,102   
Berkshire Hathaway, Inc., 1.625%, 3/16/2035    EUR 150,000        146,122   
Chubb INA Holdings, Inc., 2.3%, 11/03/2020    $ 95,000        94,882   
Chubb INA Holdings, Inc., 2.875%, 11/03/2022      221,000        222,962   
Liberty Mutual Group, Inc., 4.25%, 6/15/2023      365,000        383,691   
Liberty Mutual Group, Inc., 2.75%, 5/04/2026 (z)    EUR 100,000        109,016   
Liberty Mutual Group, Inc., 4.85%, 8/01/2044 (n)    $ 125,000        122,347   
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024      159,000        162,435   
QBE Capital Funding III Ltd., 7.5% to 5/24/2021,
FRN to 5/24/2041
   GBP 200,000        276,276   
ZFS Finance USA Trust V, 6.5% to 5/09/2017,
FRN to 5/09/2067 (n)
   $ 627,000        632,643   
    

 

 

 
      $ 2,528,702   

 

22


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
International Market Quasi-Sovereign - 0.1%                 
Electricite de France S.A., 5.375% to 1/29/2025,
FRN to 1/29/2049
   EUR 200,000      $ 211,828   
Electricite de France S.A., 6% to 1/29/26, FRN to 12/29/2049    GBP 100,000        121,530   
    

 

 

 
      $ 333,358   
International Market Sovereign - 10.0%                 
Commonwealth of Australia, 5.75%, 5/15/2021    AUD 4,365,000      $ 3,721,545   
Commonwealth of Australia, 3.75%, 4/21/2037    AUD 600,000        467,792   
Federal Republic of Germany, 6.25%, 1/04/2030    EUR 442,000        814,789   
Federal Republic of Germany, 2.5%, 7/04/2044    EUR 120,000        176,908   
Government of Canada, 3.25%, 6/01/2021    CAD 187,000        153,045   
Government of Canada, 2.5%, 6/01/2024    CAD 5,700,000        4,583,296   
Government of Canada, 1.5%, 6/01/2026    CAD 4,718,000        3,489,241   
Government of Canada, 5.75%, 6/01/2033    CAD 948,000        1,073,061   
Government of Japan, 0.8%, 6/20/2023    JPY 500,000,000        4,620,078   
Government of Japan, 0.3%, 12/20/2025    JPY 16,400,000        147,222   
Government of Japan, 2.2%, 9/20/2027    JPY 787,000,000        8,466,347   
Government of Japan, 2.4%, 3/20/2037    JPY 493,400,000        5,920,498   
Government of Japan, 1.8%, 3/20/2043    JPY 81,000,000        926,163   
Kingdom of Spain, 4.6%, 7/30/2019    EUR 1,130,000        1,337,499   
Kingdom of Spain, 5.4%, 1/31/2023    EUR 1,416,000        1,911,286   
Republic of France, 4.75%, 4/25/2035    EUR 468,000        782,933   
Republic of Ireland, 4.5%, 4/18/2020    EUR 222,000        273,745   
Republic of Italy, 3.75%, 3/01/2021    EUR 3,142,000        3,753,077   
Republic of Italy, 5.5%, 9/01/2022    EUR 925,000        1,217,902   
United Kingdom Treasury, 4.25%, 12/07/2027    GBP 938,000        1,496,255   
United Kingdom Treasury, 4.25%, 3/07/2036    GBP 470,000        806,592   
United Kingdom Treasury, 3.25%, 1/22/2044    GBP 850,000        1,331,869   
    

 

 

 
      $ 47,471,143   
Local Authorities - 0.1%                 
Province of Alberta, 1.25%, 6/01/2020    CAD 188,000      $ 139,404   
Province of Manitoba, 4.15%, 6/03/2020    CAD 166,000        135,206   
    

 

 

 
      $ 274,610   
Machinery & Tools - 1.3%                 
Ashtead Capital, Inc., 5.625%, 10/01/2024 (n)    $ 1,185,000      $ 1,232,400   
CNH Industrial Capital LLC, 4.375%, 11/06/2020      1,930,000        1,961,845   
CNH Industrial N.V., 4.5%, 8/15/2023      725,000        715,938   
H&E Equipment Services Co., 7%, 9/01/2022      1,805,000        1,899,763   
Light Tower Rentals, Inc., 8.125%, 8/01/2019 (a)(d)(n)      615,000        276,750   
    

 

 

 
      $ 6,086,696   

 

23


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Major Banks - 2.6%                 
ABN AMRO North America Finance, Inc., 7.125%, 7/06/2022    EUR 150,000      $ 202,350   
Bank of America Corp., 7.625%, 6/01/2019    $ 370,000        416,615   
Bank of America Corp., 2.625%, 4/19/2021      370,000        367,994   
Bank of America Corp., 3.248%, 10/21/2027      462,000        440,275   
Bank of America Corp., FRN, 6.1%, 12/29/2049      1,677,000        1,677,000   
Barclays Bank PLC, 6%, 1/14/2021    EUR 250,000        305,084   
Barclays Bank PLC, 6.75% to 1/16/2018, FRN to 1/16/2023    GBP 100,000        130,493   
Credit Agricole S.A., 7.375%, 12/18/2023    GBP 100,000        158,286   
Credit Suisse Group AG, 6.5%, 8/08/2023 (n)    $ 200,000        211,750   
Goldman Sachs Group, Inc., 2.625%, 4/25/2021      360,000        357,916   
Goldman Sachs Group, Inc., 5.75%, 1/24/2022      500,000        564,679   
Goldman Sachs Group, Inc., 1.625%, 7/27/2026    EUR 200,000        207,324   
HSBC Holdings PLC, 4.375%, 11/23/2026    $ 269,000        267,878   
JPMorgan Chase & Co., 6.3%, 4/23/2019      500,000        548,727   
JPMorgan Chase & Co., 3.25%, 9/23/2022      478,000        483,443   
JPMorgan Chase & Co., 2.95%, 10/01/2026      601,000        573,277   
JPMorgan Chase & Co., 6.75% to 2/01/2024, FRN to 1/29/2049      215,000        231,125   
JPMorgan Chase & Co., 6% to 8/01/2023, FRN to 12/29/2049      2,410,000        2,399,155   
Morgan Stanley, 6.625%, 4/01/2018      391,000        414,928   
Morgan Stanley, 2.2%, 12/07/2018      238,000        239,087   
Morgan Stanley, 3.125%, 7/27/2026      303,000        290,280   
Morgan Stanley, 3.95%, 4/23/2027      229,000        226,708   
Nationwide Building Society, 0.5%, 10/29/2019    EUR 200,000        213,701   
Nationwide Building Society, 1.25%, 3/03/2025    EUR 240,000        257,577   
PNC Bank N.A., 2.6%, 7/21/2020    $ 295,000        297,977   
Royal Bank of Scotland Group PLC, 7.5% to 8/10/2020,
FRN to 12/29/2049
     620,000        559,550   
Royal Bank of Scotland Group PLC, 8.625% to 8/15/2021,
FRN to 12/29/2049
     350,000        344,313   
Wells Fargo & Co., 4.1%, 6/03/2026      100,000        101,760   
    

 

 

 
      $ 12,489,252   
Medical & Health Technology & Services - 5.0%                 
AmSurg Corp., 5.625%, 7/15/2022    $ 1,195,000      $ 1,220,394   
Becton, Dickinson and Co., 2.675%, 12/15/2019      434,000        441,775   
Becton, Dickinson and Co., 3.734%, 12/15/2024      516,000        528,542   
CHS/Community Health Systems, Inc., 6.875%, 2/01/2022      1,240,000        826,925   
DaVita, Inc., 5.125%, 7/15/2024      535,000        528,313   
DaVita, Inc., 5%, 5/01/2025      1,115,000        1,087,125   
Envision Healthcare Corp., 6.25%, 12/01/2024 (z)      440,000        455,400   
HCA, Inc., 4.25%, 10/15/2019      145,000        149,350   
HCA, Inc., 7.5%, 2/15/2022      2,660,000        2,959,250   
HCA, Inc., 5.875%, 3/15/2022      1,770,000        1,900,538   

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Medical & Health Technology & Services - continued           
HCA, Inc., 5%, 3/15/2024    $ 900,000      $ 902,250   
HCA, Inc., 5.375%, 2/01/2025      1,085,000        1,061,944   
HCA, Inc., 5.875%, 2/15/2026      415,000        413,444   
HCA, Inc., 5.25%, 6/15/2026      215,000        215,232   
HealthSouth Corp., 5.125%, 3/15/2023      1,180,000        1,162,300   
HealthSouth Corp., 5.75%, 11/01/2024      960,000        962,400   
Laboratory Corp. of America Holdings, 3.2%, 2/01/2022      200,000        201,316   
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      310,000        308,318   
LifePoint Health, Inc., 5.375%, 5/01/2024 (z)      785,000        753,109   
MEDNAX, Inc., 5.25%, 12/01/2023 (n)      1,010,000        1,025,150   
Quorum Health Corp., 11.625%, 4/15/2023 (n)      630,000        494,550   
Tenet Healthcare Corp., 8%, 8/01/2020      2,015,000        1,930,622   
Tenet Healthcare Corp., 8.125%, 4/01/2022      1,655,000        1,514,325   
Tenet Healthcare Corp., 6.75%, 6/15/2023      890,000        760,950   
Thermo Fisher Scientific, Inc., 3%, 4/15/2023      360,000        356,791   
Universal Health Services, Inc., 7.625%, 8/15/2020      1,325,000        1,261,400   
Universal Health Services, Inc., 5%, 6/01/2026 (n)      239,000        236,610   
    

 

 

 
      $ 23,658,323   
Medical Equipment - 0.8%                 
Hologic, Inc., 5.25%, 7/15/2022 (n)    $ 1,065,000      $ 1,104,938   
Medtronic, Inc., 3.5%, 3/15/2025      615,000        631,143   
Teleflex, Inc., 5.25%, 6/15/2024      1,220,000        1,236,775   
Teleflex, Inc., 4.875%, 6/01/2026      610,000        603,900   
Zimmer Holdings, Inc., 4.25%, 8/15/2035      145,000        136,254   
Zimmer Holdings, Inc., 4.45%, 8/15/2045      91,000        85,837   
    

 

 

 
      $ 3,798,847   
Metals & Mining - 3.4%                 
Barrick Gold Corp., 4.1%, 5/01/2023    $ 172,000      $ 178,386   
Barrick North America Finance LLC, 5.7%, 5/30/2041      17,000        17,934   
Cameco Corp., 5.67%, 9/02/2019    CAD 262,000        208,328   
Century Aluminum Co., 7.5%, 6/01/2021 (n)    $ 1,065,000        985,125   
Commercial Metals Co., 4.875%, 5/15/2023      1,165,000        1,166,748   
First Quantum Minerals Ltd., 7.25%, 10/15/2019 (n)      790,000        794,938   
First Quantum Minerals Ltd., 7.25%, 5/15/2022 (n)      1,032,000        1,001,040   
Freeport-McMoRan Copper & Gold, Inc., 3.875%, 3/15/2023      855,000        803,700   
Freeport-McMoRan Oil & Gas LLC, 6.5%, 11/15/2020      135,000        138,983   
Freeport-McMoRan Oil & Gas LLC, 6.875%, 2/15/2023      850,000        909,500   
Freeport-McMoRan, Inc., 5.45%, 3/15/2043      415,000        354,825   
Glencore Finance (Europe) S.A., 6.5%, 2/27/2019    GBP 50,000        68,316   
Glencore Finance (Europe) S.A., 1.25%, 3/17/2021    EUR 330,000        344,679   
GrafTech International Co., 6.375%, 11/15/2020    $ 680,000        537,200   

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Metals & Mining - continued                 
Hudbay Minerals, Inc., 9.5%, 10/01/2020    $ 960,000      $ 1,010,400   
Kaiser Aluminum Corp., 5.875%, 5/15/2024      1,220,000        1,259,613   
Kinross Gold Corp., 5.125%, 9/01/2021      440,000        442,200   
Kinross Gold Corp., 5.95%, 3/15/2024      855,000        876,375   
Lundin Mining Corp., 7.5%, 11/01/2020 (n)      455,000        485,030   
Lundin Mining Corp., 7.875%, 11/01/2022 (n)      930,000        1,004,400   
Southern Copper Corp., 5.25%, 11/08/2042      250,000        227,051   
Steel Dynamics, Inc., 5.125%, 10/01/2021      430,000        448,275   
Steel Dynamics, Inc., 5.25%, 4/15/2023      775,000        804,063   
Steel Dynamics, Inc., 5.5%, 10/01/2024      430,000        454,725   
Suncoke Energy Partners LP/Suncoke Energy Partners Finance Corp., 7.375%, 2/01/2020      800,000        792,000   
Suncoke Energy, Inc., 7.625%, 8/01/2019      127,000        117,475   
TMS International Corp., 7.625%, 10/15/2021 (n)      865,000        707,138   
    

 

 

 
      $ 16,138,447   
Midstream - 5.1%                 
APT Pipelines Ltd., 5%, 3/23/2035 (n)    $ 280,000      $ 272,790   
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n)      1,455,000        1,418,625   
Crestwood Midstream Partners LP, 6%, 12/15/2020      1,035,000        1,053,113   
Crestwood Midstream Partners LP, 6.125%, 3/01/2022      505,000        510,050   
Crestwood Midstream Partners LP, 6.25%, 4/01/2023      350,000        355,250   
Dominion Gas Holdings LLC, 2.8%, 11/15/2020      270,000        272,813   
Energy Transfer Equity LP, 7.5%, 10/15/2020      2,025,000        2,262,938   
EnLink Midstream Partners LP, 4.4%, 4/01/2024      1,060,000        1,031,861   
Enterprise Products Operating LLC, 1.65%, 5/07/2018      296,000        294,664   
Enterprise Products Operating LLC, 4.85%, 3/15/2044      74,000        70,558   
Enterprise Products Partners LP, 6.3%, 9/15/2017      180,000        185,991   
Ferrellgas LP/Ferrellgas Finance Corp., 6.5%, 5/01/2021      1,165,000        1,100,925   
Ferrellgas LP/Ferrellgas Finance Corp., 6.75%, 1/15/2022      1,065,000        1,003,763   
Kinder Morgan (Delaware), Inc., 7.75%, 1/15/2032      1,706,000        2,020,581   
Kinder Morgan Energy Partners LP, 5.4%, 9/01/2044      140,000        133,803   
MPLX LP, 5.5%, 2/15/2023      675,000        700,035   
MPLX LP, 4.5%, 7/15/2023      1,150,000        1,151,355   
Pembina Pipeline Corp., 4.81%, 3/25/2044    CAD 306,000        225,695   
Sabine Pass Liquefaction LLC, 5.625%, 2/01/2021    $ 1,305,000        1,383,300   
Sabine Pass Liquefaction LLC, 5.625%, 4/15/2023      1,890,000        1,975,050   
Sabine Pass Liquefaction LLC, 5.75%, 5/15/2024      575,000        606,625   
Sabine Pass Liquefaction LLC, 5.625%, 3/01/2025      1,074,000        1,119,645   
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026 (n)      499,000        527,069   
Spectra Energy Capital LLC, 8%, 10/01/2019      250,000        283,591   

 

26


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Midstream - continued                 
Targa Resources Partners LP/Targa Resources Finance Corp., 4.125%, 11/15/2019    $ 1,050,000      $ 1,060,500   
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023      585,000        582,075   
Targa Resources Partners LP/Targa Resources Finance Corp., 5.375%, 2/01/2027 (n)      1,160,000        1,145,500   
Williams Cos., Inc., 4.55%, 6/24/2024      1,395,000        1,360,125   
    

 

 

 
      $ 24,108,290   
Mortgage - Backed - 1.2%                 
Fannie Mae, 6%, 6/01/2017 - 2/01/2037    $ 105,949      $ 120,565   
Fannie Mae, 5.5%, 9/01/2019 - 7/01/2035      368,946        400,861   
Fannie Mae, 6.5%, 4/01/2032 - 1/01/2033      54,900        62,844   
Fannie Mae, FRN, 0.781%, 5/25/2018      4,559,658        4,551,112   
Freddie Mac, 2.673%, 3/25/2026      701,000        694,164   
Freddie Mac, 6%, 8/01/2034      85,345        98,839   
    

 

 

 
      $ 5,928,385   
Natural Gas - Distribution - 0.2%                 
Gas Natural SDG S.A., 1.375%, 1/21/2025    EUR 200,000      $ 214,476   
GNL Quintero S.A., 4.634%, 7/31/2029 (n)    $ 523,000        516,463   
    

 

 

 
      $ 730,939   
Network & Telecom - 1.9%                 
AT&T, Inc., 2.45%, 6/30/2020    $ 277,000      $ 274,337   
AT&T, Inc., 5.65%, 2/15/2047      206,000        219,689   
British Telecom PLC, 5.75%, 12/07/2028    GBP 150,000        245,492   
Centurylink, Inc., 6.45%, 6/15/2021    $ 1,215,000        1,253,728   
Centurylink, Inc., 7.65%, 3/15/2042      960,000        812,640   
Columbus International, Inc., 7.375%, 3/30/2021 (n)      200,000        212,750   
Empresa Nacional de Telecomunicaciones S.A., 4.75%, 8/01/2026      300,000        295,694   
Frontier Communications Corp., 6.25%, 9/15/2021      715,000        670,313   
Frontier Communications Corp., 7.125%, 1/15/2023      690,000        598,575   
Frontier Communications Corp., 9%, 8/15/2031      1,135,000        953,400   
Telecom Italia Capital, 6%, 9/30/2034      305,000        285,175   
Telecom Italia S.p.A., 5.303%, 5/30/2024 (n)      1,200,000        1,182,000   
Telefonica Celular del Paraguay S.A., 6.75%, 12/13/2022      517,000        526,306   
Verizon Communications, Inc., 4.5%, 9/15/2020      503,000        538,443   
Verizon Communications, Inc., 5.15%, 9/15/2023      250,000        276,785   
Verizon Communications, Inc., 1.375%, 11/02/2028    EUR 220,000        224,009   
Verizon Communications, Inc., 6.4%, 9/15/2033    $ 300,000        358,454   
    

 

 

 
      $ 8,927,790   

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Oil Services - 0.4%                 
Bristow Group, Inc., 6.25%, 10/15/2022    $ 783,000      $ 610,740   
Odebrecht Offshore Drilling Finance Ltd., 6.75%, 10/01/2022 (n)      911,108        209,555   
Weatherford International Ltd., 8.25%, 6/15/2023      1,220,000        1,189,500   
    

 

 

 
      $ 2,009,795   
Oils - 0.5%                 
CITGO Holding, Inc., 10.75%, 2/15/2020 (n)    $ 645,000      $ 673,219   
CITGO Petroleum Corp., 6.25%, 8/15/2022 (n)      1,445,000        1,466,675   
Marathon Petroleum Corp., 4.75%, 9/15/2044      200,000        163,841   
Valero Energy Corp., 4.9%, 3/15/2045      232,000        214,877   
    

 

 

 
      $ 2,518,612   
Other Banks & Diversified Financials - 1.5%                 
Arion Banki, 2.5%, 4/26/2019    EUR 100,000      $ 109,737   
Bank of Iceland, 1.75%, 9/07/2020    EUR 300,000        324,587   
BBVA Bancomer S.A. de C.V., 6.75%, 9/30/2022 (n)    $ 1,004,000        1,072,839   
Belfius Bank S.A., 3.125%, 5/11/2026    EUR 200,000        212,244   
Capital One Financial Corp., 2.35%, 8/17/2018    $ 806,000        811,040   
Citigroup, Inc., 3.2%, 10/21/2026      460,000        440,870   
Citizens Bank N.A., 2.55%, 5/13/2021      250,000        248,774   
Deutsche Bank AG London, 3.7%, 5/30/2024      170,000        158,839   
Discover Bank, 7%, 4/15/2020      250,000        278,402   
Discover Bank, 4.25%, 3/13/2026      148,000        151,630   
Groupe BPCE S.A., 12.5% to 9/30/2019, FRN to 8/29/2049 (n)      1,513,000        1,860,990   
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022    GBP 100,000        136,884   
UBS Group AG, 6.875%, 12/29/2049    $ 1,220,000        1,180,574   
UniCredit S.p.A., 2%, 3/04/2023    EUR 200,000        212,925   
    

 

 

 
      $ 7,200,335   
Personal Computers & Peripherals - 0.0%                 
Equifax, Inc., 2.3%, 6/01/2021    $ 160,000      $ 157,005   
Pharmaceuticals - 1.8%                 
Celgene Corp., 2.875%, 8/15/2020    $ 524,000      $ 529,907   
Endo Finance LLC/Endo Finco, Inc., 7.25%, 1/15/2022 (n)      1,775,000        1,697,344   
Forest Laboratories, Inc., 4.375%, 2/01/2019 (n)      496,000        515,923   
Gilead Sciences, Inc., 2.35%, 2/01/2020      52,000        52,272   
Gilead Sciences, Inc., 4.75%, 3/01/2046      203,000        208,610   
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n)      1,250,000        1,165,625   
Mallinckrodt International Finance S.A., 5.5%, 4/15/2025 (n)      690,000        586,500   
Shire Acquisitions Investments Ireland, 2.4%, 9/23/2021      685,000        662,461   
Valeant Pharmaceuticals International, Inc., 7%, 10/01/2020 (n)      1,570,000        1,358,050   
Valeant Pharmaceuticals International, Inc., 7.5%, 7/15/2021 (n)      525,000        443,625   

 

28


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Pharmaceuticals - continued                 
Valeant Pharmaceuticals International, Inc., 7.25%, 7/15/2022 (n)    $ 1,555,000      $ 1,275,100   
    

 

 

 
      $ 8,495,417   
Precious Metals & Minerals - 0.6%                 
Eldorado Gold Corp., 6.125%, 12/15/2020 (n)    $ 1,770,000      $ 1,783,275   
Teck Resources Ltd., 4.5%, 1/15/2021      465,000        473,719   
Teck Resources Ltd., 8%, 6/01/2021 (n)      420,000        461,328   
Teck Resources Ltd., 3.75%, 2/01/2023      290,000        275,500   
    

 

 

 
      $ 2,993,822   
Printing & Publishing - 1.0%                 
Nielsen Finance LLC, 5%, 4/15/2022 (n)    $ 1,680,000      $ 1,713,600   
Outdoor Americas Capital LLC/Outfront Media Capital Corp., 5.625%, 2/15/2024      1,090,000        1,119,975   
TEGNA, Inc., 5.125%, 7/15/2020      260,000        268,450   
TEGNA, Inc., 4.875%, 9/15/2021 (n)      430,000        442,363   
TEGNA, Inc., 6.375%, 10/15/2023      1,385,000        1,456,854   
    

 

 

 
      $ 5,001,242   
Real Estate - Apartment - 0.1%                 
Vonovia SE, REIT, 2.125%, 7/09/2022    EUR 225,000      $ 254,911   
Real Estate - Healthcare - 0.6%                 
MPT Operating Partnership LP, REIT, 6.375%, 2/15/2022    $ 1,490,000      $ 1,529,113   
MPT Operating Partnership LP, REIT, 5.25%, 8/01/2026      1,225,000        1,148,438   
    

 

 

 
      $ 2,677,551   
Real Estate - Office - 0.1%                 
Boston Properties, Inc., REIT, 3.125%, 9/01/2023    $ 250,000      $ 245,660   
Merlin Properties SOCIMI S.A., REIT, 2.225%, 4/25/2023    EUR 250,000        269,823   
    

 

 

 
      $ 515,483   
Real Estate - Other - 0.6%                 
DuPont Fabros Technology LP, REIT, 5.875%, 9/15/2021    $ 1,210,000      $ 1,262,938   
Felcor Lodging LP, REIT, 5.625%, 3/01/2023      1,240,000        1,261,700   
Fibra Uno, REIT, 6.95%, 1/30/2044 (n)      200,000        180,000   
    

 

 

 
      $ 2,704,638   
Real Estate - Retail - 0.2%                 
Hammerson PLC, REIT, 2%, 7/01/2022    EUR 200,000      $ 218,509   
Simon International Finance S.C.A., REIT, 1.25%, 5/13/2025    EUR 200,000        212,452   
Simon Property Group, Inc., REIT, 10.35%, 4/01/2019    $ 360,000        433,025   
    

 

 

 
      $ 863,986   

 

29


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Restaurants - 0.2%                 
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n)    $ 885,000      $ 893,850   
Retailers - 1.5%                 
Bed Bath & Beyond, Inc., 5.165%, 8/01/2044    $ 145,000      $ 133,338   
Best Buy Co., Inc., 5.5%, 3/15/2021      347,000        380,197   
Dollar Tree, Inc., 5.75%, 3/01/2023      1,770,000        1,889,475   
DriveTime Automotive Group, Inc./DT Acceptance Corp., 8%, 6/01/2021 (n)      806,000        769,730   
Hanesbrands, Inc., 4.875%, 5/15/2026 (n)      840,000        837,732   
Home Depot, Inc., 3%, 4/01/2026      310,000        308,192   
Home Depot, Inc., 4.875%, 2/15/2044      200,000        224,800   
Kering S.A., 1.25%, 5/10/2026    EUR 200,000        210,435   
Rite Aid Corp., 9.25%, 3/15/2020    $ 515,000        538,819   
Rite Aid Corp., 6.75%, 6/15/2021      385,000        405,816   
Rite Aid Corp., 6.125%, 4/01/2023 (n)      575,000        614,618   
Sally Beauty Holdings, Inc., 5.625%, 12/01/2025      825,000        855,938   
    

 

 

 
      $ 7,169,090   
Specialty Chemicals - 0.7%                 
Chemtura Corp., 5.75%, 7/15/2021    $ 1,890,000      $ 1,965,600   
Ecolab, Inc., 2.625%, 7/08/2025    EUR 100,000        117,660   
Univar USA, Inc., 6.75%, 7/15/2023 (n)    $ 1,260,000        1,282,050   
    

 

 

 
      $ 3,365,310   
Specialty Stores - 0.6%                 
Argos Merger Sub, Inc., 7.125%, 3/15/2023 (n)    $ 1,065,000      $ 1,090,294   
Group 1 Automotive, Inc., 5%, 6/01/2022      1,155,000        1,126,125   
Michaels Stores, Inc., 5.875%, 12/15/2020 (n)      745,000        766,978   
    

 

 

 
      $ 2,983,397   
Supermarkets - 0.3%                 
Albertsons Cos. LLC/Safeway, Inc., 6.625%, 6/15/2024 (n)    $ 1,115,000      $ 1,152,464   
Loblaw Cos. Ltd., 4.86%, 9/12/2023    CAD 262,000        219,900   
William Morrison Supermarkets PLC, 3.5%, 7/27/2026    GBP 100,000        126,732   
    

 

 

 
      $ 1,499,096   
Supranational - 1.8%                 
European Investment Bank, 1.75%, 3/15/2017    $ 8,000,000      $ 8,014,512   
International Bank for Reconstruction and Development, 2.8%, 1/13/2021    AUD 170,000        126,631   
International Bank for Reconstruction and Development, 4.25%, 6/24/2025    AUD 210,000        168,487   
International Finance Corp., 3.25%, 7/22/2019    AUD 305,000        230,937   

 

30


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Supranational - continued                 
West African Development Bank, 5.5%, 5/06/2021 (n)    $ 210,000      $ 216,563   
    

 

 

 
      $ 8,757,130   
Telecommunications - Wireless - 3.9%                 
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n)    $ 615,000      $ 644,213   
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n)      1,040,000        1,066,000   
America Movil S.A.B. de C.V., 1.5%, 3/10/2024    EUR 140,000        148,764   
American Tower Corp., REIT, 3.5%, 1/31/2023    $ 465,000        465,733   
Crown Castle International Corp., 3.7%, 6/15/2026      157,000        152,487   
Digicel Group Ltd., 8.25%, 9/30/2020 (n)      1,046,000        876,025   
Digicel Group Ltd., 6%, 4/15/2021 (n)      680,000        590,668   
Digicel Group Ltd., 7.125%, 4/01/2022 (n)      640,000        475,200   
Digicel Group Ltd., 6.75%, 3/01/2023 (n)      1,150,000        989,000   
Millicom International Cellular S.A., 6.625%, 10/15/2021 (n)      410,000        431,136   
SBA Tower Trust, 2.898%, 10/15/2044 (n)      220,000        222,083   
SFR Group S.A., 7.375%, 5/01/2026 (z)      1,100,000        1,097,250   
Sprint Capital Corp., 6.875%, 11/15/2028      1,625,000        1,563,088   
Sprint Corp., 7.875%, 9/15/2023      980,000        1,011,850   
Sprint Corp., 7.125%, 6/15/2024      1,655,000        1,645,699   
Sprint Nextel Corp., 9%, 11/15/2018 (n)      880,000        966,900   
Sprint Nextel Corp., 6%, 11/15/2022      835,000        805,399   
T-Mobile USA, Inc., 6.125%, 1/15/2022      135,000        141,356   
T-Mobile USA, Inc., 6.5%, 1/15/2024      615,000        657,084   
T-Mobile USA, Inc., 6.25%, 4/01/2021      2,590,000        2,700,075   
T-Mobile USA, Inc., 6.633%, 4/28/2021      515,000        537,531   
T-Mobile USA, Inc., 6%, 4/15/2024      382,000        401,100   
T-Mobile USA, Inc., 6.5%, 1/15/2026      775,000        837,000   
    

 

 

 
      $ 18,425,641   
Telephone Services - 0.5%                 
Level 3 Financing, Inc., 5.375%, 1/15/2024    $ 360,000      $ 361,800   
Level 3 Financing, Inc., 5.375%, 5/01/2025      1,645,000        1,636,775   
TDC A.S., 1.75%, 2/27/2027    EUR 300,000        308,968   
TELUS Corp., 5.05%, 7/23/2020    CAD 265,000        218,279   
    

 

 

 
      $ 2,525,822   
Tobacco - 0.2%                 
Imperial Tobacco Finance PLC, 4.25%, 7/21/2025 (n)    $ 455,000      $ 468,326   
Philip Morris International, Inc., 4.875%, 11/15/2043      174,000        186,651   
Reynolds American, Inc., 8.125%, 6/23/2019      92,000        105,650   
Reynolds American, Inc., 3.25%, 6/12/2020      41,000        42,158   
Reynolds American, Inc., 4.45%, 6/12/2025      98,000        103,821   
Reynolds American, Inc., 5.7%, 8/15/2035      118,000        135,348   
    

 

 

 
      $ 1,041,954   

 

31


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Transportation - Services - 0.9%                 
Autostrade per L’Italia S.p.A., 1.75%, 6/26/2026    EUR 250,000      $ 268,343   
Compagnie Financial et Indus Unternehmensanleihe, 0.75%, 9/09/2028    EUR 200,000        196,688   
Delhi International Airport, 6.125%, 10/31/2026 (n)    $ 200,000        205,723   
ERAC USA Finance LLC, 6.375%, 10/15/2017 (n)      400,000        416,337   
ERAC USA Finance LLC, 7%, 10/15/2037 (n)      250,000        315,516   
Heathrow Funding Ltd., 4.625%, 10/31/2046    GBP 100,000        155,919   
Navios Maritime Acquisition Corp., 8.125%, 11/15/2021 (n)    $ 1,409,000        1,158,903   
Navios Maritime Holding, Inc., 7.375%, 1/15/2022 (n)      985,000        586,075   
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022      130,000        111,800   
Stagecoach Group PLC, 4%, 9/29/2025    GBP 150,000        201,138   
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n)    $ 670,000        489,100   
    

 

 

 
      $ 4,105,542   
U.S. Government Agencies and Equivalents - 2.7%                 
Fannie Mae, 1.125%, 4/27/2017    $ 8,000,000      $ 8,015,432   
Freddie Mac, 0.875%, 2/22/2017      5,000,000        5,004,585   
    

 

 

 
      $ 13,020,017   
U.S. Treasury Obligations - 5.7%                 
U.S. Treasury Bonds, 5.25%, 2/15/2029    $ 874,000      $ 1,124,797   
U.S. Treasury Bonds, 5.375%, 2/15/2031      286,200        383,475   
U.S. Treasury Bonds, 4.5%, 2/15/2036      95,000        120,995   
U.S. Treasury Bonds, 4.75%, 2/15/2037 (f)      1,885,200        2,470,496   
U.S. Treasury Bonds, 3.125%, 2/15/2043 (f)      2,920,000        2,986,269   
U.S. Treasury Notes, 0.875%, 11/30/2017      20,000,000        19,996,880   
    

 

 

 
      $ 27,082,912   
Utilities - Electric Power - 2.9%                 
American Electric Power Co., Inc., 1.65%, 12/15/2017    $ 185,000      $ 185,144   
Calpine Corp., 5.375%, 1/15/2023      350,000        337,894   
Calpine Corp., 5.5%, 2/01/2024      1,765,000        1,685,575   
Calpine Corp., 5.75%, 1/15/2025      820,000        783,100   
Covanta Holding Corp., 7.25%, 12/01/2020      1,830,000        1,882,613   
Covanta Holding Corp., 6.375%, 10/01/2022      310,000        307,675   
Covanta Holding Corp., 5.875%, 3/01/2024      755,000        736,125   
Dominion Resources, Inc., 2.5%, 12/01/2019      250,000        252,987   
Dynegy, Inc., 7.375%, 11/01/2022      1,465,000        1,391,750   
Dynegy, Inc., 8%, 1/15/2025 (z)      290,000        266,800   
E.ON International Finance B.V., 6.375%, 6/07/2032    GBP 50,000        86,059   
EDP Finance B.V., 5.25%, 1/14/2021 (n)    $ 200,000        210,961   
Emera U.S. Finance LP, 2.7%, 6/15/2021 (n)      98,000        97,433   
Emera U.S. Finance LP, 3.55%, 6/15/2026 (n)      112,000        109,900   

 

32


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Utilities - Electric Power - continued                 
Enersis Americas S.A., 4%, 10/25/2026    $ 12,000      $ 11,514   
Engie Energia Chile S.A., 5.625%, 1/15/2021      757,000        813,437   
Engie Energia Chile S.A., 4.5%, 1/29/2025 (n)      512,000        506,249   
Greenko Dutch B.V., 8%, 8/01/2019 (n)      378,000        399,735   
Innogy Finance B.V., 4.75%, 1/31/2034    GBP 100,000        142,776   
NRG Energy, Inc., 6.625%, 3/15/2023    $ 1,985,000        1,975,075   
NRG Energy, Inc., 7.25%, 5/15/2026 (n)      410,000        400,775   
PG&E Corp., 2.4%, 3/01/2019      166,000        167,151   
PPL Capital Funding, Inc., 3.1%, 5/15/2026      379,000        364,700   
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n)      250,000        270,339   
Southern Co., 2.95%, 7/01/2023      224,000        221,805   
Southern Co., 4.4%, 7/01/2046      339,000        332,415   
    

 

 

 
      $ 13,939,987   
Total Bonds (Identified Cost, $560,826,124)      $ 550,700,139   
Floating Rate Loans (g)(r) - 1.4%                 
Aerospace - 0.1%                 
TransDigm, Inc., Term Loan C, 3.82%, 2/28/2020    $ 532,569      $ 532,449   
Broadcasting - 0.1%                 
Nexstar Broadcasting, Inc., Term Loan B, 0%, 9/23/2023 (o)    $ 408,104      $ 409,634   
Chemicals - 0.1%                 
GCP Applied Technologies, Inc., Term Loan B, 4.08%, 2/03/2022    $ 357,968      $ 360,653   
Computer Software - Systems - 0.1%                 
Sabre, Inc., Term Loan B, 0%, 2/19/2019 (o)    $ 331,400      $ 333,126   
Conglomerates - 0.0%                 
Entegris, Inc., Term Loan B, 3.5%, 4/30/2021    $ 173,986      $ 174,856   
Consumer Products - 0.1%                 
Spectrum Brands, Inc., Term Loan, 0%, 6/23/2022 (o)    $ 331,400      $ 333,430   
Containers - 0.1%                 
Berry Plastics Holding Corp., Term Loan G, 3.5%, 1/06/2021    $ 325,292      $ 325,924   
Entertainment - 0.1%                 
Cedar Fair LP, Term Loan B, 3.25%, 3/06/2020    $ 324,093      $ 324,701   
Six Flags Theme Parks, Inc., Term Loan B, 0%, 6/30/2022 (o)      331,400        332,919   
    

 

 

 
      $ 657,620   

 

33


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Floating Rate Loans (g)(r) - continued                 
Food & Beverages - 0.1%                 
Pinnacle Foods Finance LLC, Term Loan I, 3.33%, 1/13/2023 (o)    $ 330,567      $ 332,633   
Gaming & Lodging - 0.1%                 
Hilton Worldwide Finance LLC, Term Loan B1, 3.5%, 10/25/2020    $ 451,965      $ 453,337   
Medical & Health Technology & Services - 0.2%                 
DaVita HealthCare Partners, Inc., Term Loan B, 3.5%, 6/24/2021    $ 1,275,980      $ 1,275,582   
Printing & Publishing - 0.0%                 
Outfront Media Capital LLC, Term Loan B, 3%, 1/31/2021    $ 80,495      $ 80,378   
Retailers - 0.0%                 
Rite Aid Corp., Second Lien Term Loan, 4.87%, 6/21/2021    $ 44,587      $ 44,688   
Transportation - Services - 0.3%                 
Commercial Barge Line Co., First Lien Term Loan, 9.75%, 11/12/2020    $ 1,461,358      $ 1,366,370   
Utilities - Electric Power - 0.0%                 
Calpine Construction Finance Co. LP, Term Loan B1, 3.09%, 5/03/2020    $ 120,645      $ 119,227   
Total Floating Rate Loans (Identified Cost, $6,841,363)      $ 6,799,907   
Common Stocks - 0.1%                 
Energy - Independent - 0.1%                 
Pacific Exploration & Production Corp. (Identified Cost, $1,424,573) (a)      7,668      $ 299,678   
Money Market Funds - 2.0%                 
MFS Institutional Money Market Portfolio, 0.46% (v)
(Identified Cost, $9,305,595)
     9,305,595      $ 9,305,595   
Issuer/Expiration Date/Strike Price   

Number

of

Contracts

        
Put Options Purchased - 0.0%                 
iShares iBoxx $ High Yield Corporate Bond ETF - January 2017 @ $81(Premiums Paid, $70,980)      845      $ 21,970   
Total Investments (Identified Cost, $578,468,635)      $ 567,127,289   
Other Assets, Less Liabilities - (18.9)%        (90,005,531
Net Assets - 100.0%      $ 477,121,758   

 

(a) Non-income producing security.
(d)

In default.

 

34


Table of Contents

Portfolio of Investments – continued

 

(f) All or a portion of the security has been segregated as collateral for open futures contracts.
(g) The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated.
(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 $146,450,516, representing 30.7% of net assets.
(o) All or a portion of this position has not settled. Upon settlement date, interest rates for unsettled amounts will be determined. The rate shown, if any, represents the weighted average coupon rate for settled amounts.
(p) Payment-in-kind security for which interest income may be received in additional securities and/or cash. During the period, no interest income was received in additional securities and/or cash.
(r) Remaining maturities of floating rate loans may be less than stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. Floating rate loans generally have rates of interest which are determined periodically by reference to a base lending rate plus a premium.
(v) Underlying affiliated fund 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  
Alliance Data Systems Corp., 5.875%, 11/01/2021    10/24/16-11/09/16      $1,229,500         $1,228,063   
Alliance Data Systems Corp., 5.375%, 8/01/2022    11/29/16      229,800         228,600   
Bayview Financial Revolving Mortgage Loan Trust, FRN,
2.134%, 12/28/2040
   3/01/06      535,797         407,955   
CBS Radio, Inc., 7.25%, 11/01/2024    10/07/16-11/18/16      554,766         567,335   
Crown European Holdings S.A., 3.375%, 5/15/2025    4/28/15      384,073         369,389   
Dynegy, Inc., 8%, 1/15/2025    10/06/16      291,433         266,800   
Envision Healthcare Corp., 6.25%, 12/01/2024    11/16/16-11/18/16      443,031         455,400   
Gulfport Energy Corp., 6%, 10/15/2024    10/06/16-10/21/16      1,003,348         997,150   
Liberty Mutual Group, Inc., 2.75%, 5/04/2026    4/26/16      112,099         109,016   
LifePoint Health, Inc., 5.375%, 5/01/2024    10/24/16-11/21/16      782,692         753,109   
Loomis, Sayles & Co., CLO, “A1”, FRN,
2.41%, 10/15/2027
   7/27/16      2,513,875         2,520,026   
Republic of Indonesia, 2.875%, 7/08/2021    7/02/14      237,852         193,449   
SFR Group S.A., 7.375%, 5/01/2026    11/29/16-11/30/16      1,100,000         1,097,250   

 

35


Table of Contents

Portfolio of Investments – continued

 

Restricted Securities - continued    Acquisition
Date
   Cost      Value  
ServiceMaster Co. LLC, 5.125%, 11/15/2024    11/03/16-11/09/16      $1,119,564         $1,117,788   
Total Restricted Securities         $10,311,330   
% of Net assets         2.2%   

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

 

CDO   Collateralized Debt Obligation
CLO   Collateralized Loan Obligation
ETF   Exchange-Traded Fund
FRN   Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end.
PLC   Public Limited Company
REIT   Real Estate Investment Trust

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

AUD   Australian Dollar
BRL   Brazilian Real
CAD   Canadian Dollar
CHF   Swiss Franc
CNH   Chinese Yuan Renminbi (Offshore)
DKK   Danish Krone
EUR   Euro
GBP   British Pound
HKD   Hong Kong Dollar
IDR   Indonesian Rupiah
JPY   Japanese Yen
KRW   Korean Won
MXN   Mexican Peso
MYR   Malaysian Ringgit
NOK   Norwegian Krone
NZD   New Zealand Dollar
SEK   Swedish Krona
SGD   Singapore Dollar
THB   Thailand Baht
ZAR   South African Rand

Derivative Contracts at 11/30/16

Forward Foreign Currency Exchange Contracts at 11/30/16

 

Type   Currency  

Counter-

party

 

Contracts

to

Deliver/
Receive

    Settlement
Date Range
    In
Exchange
For
    Contracts
at Value
   

Unrealized
Appreciation

(Depreciation)

 
Asset Derivatives                              
SELL   AUD   Merrill Lynch International     869,000        12/09/16        $647,552        $641,574        $5,978   
SELL   AUD   UBS AG     4,001,106        12/09/16        3,050,127        2,953,976        96,151   
SELL   AUD   Westpac Banking Corp.     1,534,000        12/09/16        1,143,382        1,132,537        10,845   
BUY   BRL   Citibank N.A.     6,283,674        12/02/16        1,841,100        1,857,948        16,848   

 

36


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts at 11/30/16 - continued

 

Type   Currency  

Counter-

party

 

Contracts

to

Deliver/
Receive

    Settlement
Date Range
    In
Exchange
For
    Contracts
at Value
   

Unrealized
Appreciation

(Depreciation)

 
Asset Derivatives - continued                              
BUY   BRL   Goldman Sachs International     6,600,209        12/02/16        $1,943,124        $1,951,541        $8,417   
SELL   BRL   Goldman Sachs International     6,600,209        12/02/16        2,003,402        1,951,541        51,861   
SELL   CAD   Citibank N.A.     197,000        12/09/16        147,182        146,661        521   
SELL   CAD   JPMorgan Chase Bank N.A.     4,873,578        12/09/16        3,643,462        3,628,245        15,217   
SELL   CAD   Merrill Lynch International     13,368,959        12/09/16        10,136,830        9,952,824        184,006   
SELL   CHF   UBS AG     918        12/09/16        950        903        47   
SELL   CNH   JPMorgan Chase Bank N.A.     15,698,000        4/26/17        2,356,880        2,242,539        114,341   
SELL   EUR   Brown Brothers Harriman     200,875        12/09/16        219,864        212,945        6,919   
SELL   EUR   Citibank N.A.     197,067        12/09/16        215,308        208,908        6,400   
SELL   EUR   Goldman Sachs International     27,931,500        12/09/16        31,387,287        29,609,896        1,777,391   
SELL   EUR   JPMorgan Chase Bank N.A.     37,000        12/09/16        39,331        39,223        108   
SELL   EUR   UBS AG     218,458        12/09/16        238,445        231,585        6,860   
BUY   GBP   Citibank N.A.     381,000        12/09/16        474,191        476,749        2,558   
BUY   GBP   Goldman Sachs International     219,000        12/09/16        266,796        274,037        7,241   
BUY   GBP   JPMorgan Chase Bank N.A.     1,369,546        12/09/16        1,669,251        1,713,726        44,475   
SELL   GBP   Merrill Lynch International     8,791,571        12/09/16        11,443,768        11,000,977        442,791   
SELL   HKD   JPMorgan Chase Bank N.A.     19,073,000        12/09/16        2,459,542        2,459,052        490   
SELL   IDR   Barclays Bank PLC     6,380,692,500        12/16/16        487,821        469,938        17,883   

 

37


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts at 11/30/16 - continued

 

Type   Currency  

Counter-

party

 

Contracts

to

Deliver/
Receive

    Settlement
Date Range
    In
Exchange
For
    Contracts
at Value
   

Unrealized
Appreciation

(Depreciation)

 
Asset Derivatives - continued                              
SELL   IDR   Merrill Lynch International     6,380,692,500        12/16/16        $487,225        $469,938        $17,287   
SELL   JPY   Brown Brothers Harriman     262,499,000        12/09/16        2,464,108        2,294,944        169,164   
SELL   JPY   Citibank N.A.     257,501,000        12/09/16        2,417,521        2,251,248        166,273   
SELL   JPY   Goldman Sachs International     2,346,071,459        12/09/16        23,460,363        20,510,944        2,949,419   
SELL   JPY   JPMorgan Chase Bank N.A.     7,373,000        12/09/16        67,875        64,460        3,415   
BUY   KRW   Barclays Bank PLC     44,218,500        12/16/16        37,660        37,824        164   
SELL   NOK   Deutsche Bank AG     19,533,594        12/09/16        2,395,674        2,294,415        101,259   
SELL   NZD   Westpac Banking Corp.     6,187,827        12/09/16        4,503,668        4,380,983        122,685   
SELL   SGD   JPMorgan Chase Bank N.A.     66,859        12/09/16        49,200        46,647        2,553   
             

 

 

 
                $6,349,567   
             

 

 

 
Liability Derivatives                              
SELL   BRL   Citibank N.A.     6,283,674        12/02/16        $1,849,935        $1,857,948        $(8,013
BUY   CAD   JPMorgan Chase Bank N.A.     636,000        12/09/16        473,773        473,485        (288
BUY   DKK   Barclays Bank PLC     31,438        12/09/16        4,737        4,479        (258
BUY   EUR   BNP PARIBAS SA     711,000        12/09/16        779,816        753,724        (26,092
BUY   EUR   Citibank N.A.     997,340        12/09/16        1,096,098        1,057,270        (38,828
BUY   EUR   Goldman Sachs International     306,012        12/09/16        335,802        324,400        (11,402
BUY   EUR   JPMorgan Chase Bank N.A.     259,163        12/09/16        285,564        274,736        (10,828

 

38


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts at 11/30/16 - continued

 

Type   Currency  

Counter-

party

 

Contracts

to

Deliver/
Receive

    Settlement
Date Range
    In
Exchange
For
    Contracts
at Value
   

Unrealized
Appreciation

(Depreciation)

 
Liability Derivatives - continued                              
BUY   EUR   UBS AG     416,064        12/09/16        $459,561        $441,065        $(18,496
SELL   EUR   Citibank N.A.     134,508        12/09/16        142,079        142,590        (511
BUY   GBP   Brown Brothers Harriman     16,313        12/09/16        20,837        20,413        (424
SELL   GBP   Citibank N.A.     147,000        12/09/16        179,642        183,943        (4,301
SELL   GBP   JPMorgan Chase Bank N.A.     246,000        12/09/16        307,666        307,822        (156
SELL   GBP   UBS AG     18,000        12/09/16        22,401        22,524        (123
BUY   HKD   Citibank N.A.     13,000,000        12/09/16        1,676,217        1,676,070        (147
BUY   HKD   Deutsche Bank AG     59,436,000        12/09/16        7,670,235        7,662,991        (7,244
BUY   IDR   JPMorgan Chase Bank N.A.     12,421,413,777        12/16/16        918,404        914,838        (3,566
BUY   JPY   Brown Brothers Harriman     188,499,000        12/09/16        1,831,387        1,647,986        (183,401
BUY   JPY   Citibank N.A.     162,431,000        12/09/16        1,577,389        1,420,082        (157,307
BUY   JPY   Goldman Sachs International     38,024,000        12/09/16        366,776        332,432        (34,344
BUY   JPY   JPMorgan Chase Bank N.A.     155,750,000        12/09/16        1,513,306        1,361,672        (151,634
BUY   MXN   JPMorgan Chase Bank N.A.     398,094        12/09/16        20,320        19,330        (990
BUY   MYR   JPMorgan Chase Bank N.A.     444,000        12/07/16        106,783        99,400        (7,383
BUY   NOK   UBS AG     38,340,506        12/09/16        4,636,926        4,503,474        (133,452
BUY   NZD   Goldman Sachs International     3,418,000        12/09/16        2,490,969        2,419,945        (71,024
BUY   NZD   Westpac Banking Corp.     2,803,321        12/09/16        2,040,297        1,984,752        (55,545
BUY   SEK   Goldman Sachs International     23,862,119        12/09/16        2,776,215        2,588,015        (188,200

 

39


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts at 11/30/16 - continued

 

Type   Currency  

Counter-

party

 

Contracts

to

Deliver/
Receive

    Settlement
Date Range
    In
Exchange
For
    Contracts
at Value
   

Unrealized
Appreciation

(Depreciation)

 
Liability Derivatives - continued                              
BUY   THB   JPMorgan Chase Bank N.A.     29,000        1/23/17        $817        $813        $(4
BUY   ZAR   JPMorgan Chase Bank N.A.     569,852        12/09/16        41,784        40,427        (1,357
             

 

 

 
                $(1,115,318
             

 

 

 

Futures Contracts at 11/30/16

 

Description   Currency     Contracts     Value   Expiration
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives          
Interest Rate Futures          
U.S. Treasury Bond 30 yr (Short)     USD        4      $605,125     March - 2017        $641   
U.S. Treasury Note 10 yr (Short)     USD        635      79,067,422     March - 2017        187,198   
         

 

 

 
            $187,839   
         

 

 

 
Liability Derivatives          
Interest Rate Futures          
Euro-Bobl 5 yr (Long)     EUR        38      $5,293,250     December - 2016        $(20,620
Euro-Bund 10 yr (Long)     EUR        69      11,778,258     December - 2016        (313,872
Euro-Buxl 30 yr (Long)     EUR        17      3,159,539     December - 2016        (293,360
U.K. Gilt 10 yr (Long)     GBP        35      5,401,741     March - 2017        (17,626
U.S. Treasury Note 5 yr (Short)     USD        50      5,892,188     March - 2017        (958
         

 

 

 
            $(646,436
         

 

 

 

At November 30, 2016, the fund had liquid securities with an aggregate value of $1,624,957 to cover any commitments for certain derivative contracts.

See Notes to Financial Statements

 

40


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 11/30/16

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

 

Assets         

Investments

  

Non-affiliated issuers, at value (identified cost, $569,163,040)

     $557,821,694   

Underlying affiliated funds, at value (identified cost, $9,305,595)

     9,305,595   

Total investments, at value (identified cost, $578,468,635)

     $567,127,289   

Cash

     606,659   

Foreign currency, at value (identified cost, $36)

     37   

Receivables for

  

Forward foreign currency exchange contracts

     6,349,567   

Daily variation margin on open futures contracts

     318,615   

Investments sold

     3,110,900   

Interest

     6,749,661   

Other assets

     151,696   

Total assets

     $584,414,424   
Liabilities         

Notes payable

     $100,000,000   

Payables for

  

Distributions

     193,350   

Forward foreign currency exchange contracts

     1,115,318   

Investments purchased

     4,907,715   

Capital shares reacquired

     780,915   

Payable to affiliates

  

Investment adviser

     15,791   

Transfer agent and dividend disbursing costs

     1,532   

Payable for independent Trustees’ compensation

     16,228   

Accrued interest expense

     88,632   

Accrued expenses and other liabilities

     173,185   

Total liabilities

     $107,292,666   

Net assets

     $477,121,758   
Net assets consist of         

Paid-in capital

     $512,294,926   

Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies

     (6,595,683

Accumulated net realized gain (loss) on investments and foreign currency

     (20,373,962

Accumulated distributions in excess of net investment income

     (8,203,523

Net assets

     $477,121,758   

Shares of beneficial interest outstanding (51,737,147 shares authorized less 236,000 capital shares)

     51,501,147   

Net asset value per share (net assets of $477,121,758 / 51,501,147 shares of beneficial interest outstanding)

     $9.26   

See Notes to Financial Statements

 

41


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 11/30/16

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         

Income

  

Interest

     $28,466,578   

Dividends

     192,701   

Other

     9,485   

Dividends from underlying affiliated funds

     63,733   

Foreign taxes withheld

     (51

Total investment income

     $28,732,446   

Expenses

  

Management fee

     $2,897,280   

Transfer agent and dividend disbursing costs

     59,425   

Administrative services fee

     84,050   

Independent Trustees’ compensation

     67,165   

Stock exchange fee

     51,364   

Custodian fee

     59,782   

Reimbursement of custodian expenses

     (138,270

Shareholder communications

     173,016   

Audit and tax fees

     77,595   

Legal fees

     126,239   

Interest expense

     1,181,854   

Miscellaneous

     110,574   

Total expenses

     $4,750,074   

Net investment income

     $23,982,372   
Realized and unrealized gain (loss) on investments and foreign currency   

Realized gain (loss) (identified cost basis)

  

Investments:

  

Non-affiliated issuers

     $(18,746,903

Underlying affiliated funds

     207   

Futures contracts

     3,348,057   

Foreign currency

     (720,626

Net realized gain (loss) on investments and foreign currency

     $(16,119,265

Change in unrealized appreciation (depreciation)

  

Investments (net of $19,911 decrease in deferred country tax)

     $31,267,298   

Futures contracts

     (1,169,068

Translation of assets and liabilities in foreign currencies

     2,213,364   

Net unrealized gain (loss) on investments and foreign currency translation

     $32,311,594   

Net realized and unrealized gain (loss) on investments and foreign currency

     $16,192,329   

Change in net assets from operations

     $40,174,701   

See Notes to Financial Statements

 

42


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.

 

     Years ended 11/30  
     2016      2015  
Change in net assets              
From operations                  

Net investment income

     $23,982,372         $26,043,728   

Net realized gain (loss) on investments and foreign currency

     (16,119,265      7,736,737   

Net unrealized gain (loss) on investments and foreign currency translation

     32,311,594         (43,891,358

Change in net assets from operations

     $40,174,701         $(10,110,893
Distributions declared to shareholders                  

From net investment income

     $(25,680,863      $(42,997,287

From tax return of capital

     (12,631,474        

Total distributions declared to shareholders

     $(38,312,337      $(42,997,287

Change in net assets from fund share transactions

     $(8,777,369      $(11,385,348

Total change in net assets

     $(6,915,005      $(64,493,528
Net assets                  

At beginning of period

     484,036,763         548,530,291   

At end of period (including accumulated distributions in excess of net investment income of $8,203,523 and $2,757,909, respectively)

     $477,121,758         $484,036,763   

See Notes to Financial Statements

 

43


Table of Contents

Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 11/30/16

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

     $40,174,701   
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (292,092,954

Proceeds from disposition of investment securities

     287,489,151   

Proceeds from disposition of short-term investments, net

     23,753,898   

Realized gain/loss on investments

     18,859,655   

Unrealized appreciation/depreciation on investments

     (31,247,387

Unrealized appreciation/depreciation on foreign currency contracts

     (2,210,302

Net amortization/accretion of income

     1,761,806   

Decrease in interest receivable

     1,005,826   

Decrease in accrued expenses and other liabilities

     (121,605

Increase in receivable for daily variation margin on open futures contracts

     (318,615

Decrease in payable for daily variation margin on open futures contracts

     (28,449

Increase in other assets

     (147,212

Increase in interest payable

     8,286   

Net cash provided by operating activities

     $46,886,799   
Cash flows from financing activities:         

Distributions paid in cash

     (38,305,969

Repurchase of shares of beneficial interest

     (7,996,454

Net cash used by financing activities

     $(46,302,423

Net increase in cash

     $584,376   
Cash:         

Beginning of period

     $22,320   

End of period (including foreign currency of $37)

     $606,696   

Supplemental disclosure of cash flow information:

Cash paid during the year ended November 30, 2016 for interest was $1,173,568.

See Notes to Financial Statements

 

44


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 by which 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.

 

    Years ended 11/30  
    2016     2015     2014     2013     2012  

Net asset value, beginning of period

    $9.20        $10.17        $10.17        $10.40        $9.59   
Income (loss) from investment operations                                   

Net investment income (d)

    $0.46 (c)      $0.49        $0.52        $0.57        $0.62   

Net realized and unrealized gain (loss) on
investments and foreign currency

    0.32        (0.68     0.04        (0.18     0.84   

Total from investment operations

    $0.78        $(0.19     $0.56        $0.39        $1.46   
Less distributions declared to shareholders                                   

From net investment income

    $(0.50     $(0.81     $(0.58     $(0.62     $(0.65

From tax return of capital

    (0.24                            

Total distributions declared to shareholders

    $(0.74     $(0.81     $(0.58     $(0.62     $(0.65

Net increase from repurchase of capital shares

    $0.02        $0.03        $0.02        $0.00 (w)      $—   

Net asset value, end of period (x)

    $9.26        $9.20        $10.17        $10.17        $10.40   

Market value, end of period

    $8.35        $7.92        $8.81        $8.97        $10.19   

Total return at market value (%)

    15.19        (1.28     4.68        (6.13     21.92   

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

    9.97 (c)      (0.66     6.58        4.28        15.87   
Ratios (%) (to average net assets)
and Supplemental data:
                                       

Expenses before expense reductions (f)

    0.99 (c)      0.90        0.87        0.92        0.98   

Expenses after expense reductions (f)

    N/A        N/A        0.87        0.92        0.98   

Net investment income

    5.01 (c)      5.01        5.09        5.53        6.12   

Portfolio turnover

    43        37        44        52        45   

Net assets at end of period (000 omitted)

    $477,122        $484,037        $548,530        $557,238        $570,716   
Supplemental Ratios (%):                                        

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

    0.73 (c)      0.73        0.72        0.75        0.79   
Senior Securities:                                        

Total notes payable outstanding (000 omitted)

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

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

    $5,771        $5,840        $6,485        $6,572        $6,707   

 

45


Table of Contents

Financial Highlights – continued

 

 

(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. See Note 2 in the Notes to Financial Statements for additional information.
(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.
(w) Per share amount was less than $0.01.
(x) The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

46


Table of Contents

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 high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. The fund invests in foreign securities. 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 legal, political, and economic environment.

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduces two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contains amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. Although still evaluating the impacts of the Rule, management believes that many of the Regulation S-X amendments are consistent with the fund’s current financial statement presentation and expects that the fund will be able to comply with the Rule’s Regulation S-X amendments by the August 1, 2017 compliance date.

In November 2016, 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. Although still evaluating the potential impacts of ASU 2016-18, management 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 would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods.

 

47


Table of Contents

Notes to Financial Statements – continued

 

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 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 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. Values obtained from 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

 

48


Table of Contents

Notes to Financial Statements – continued

 

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.

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 not reflected in total investments, such as futures contracts and forward foreign currency

 

49


Table of Contents

Notes to Financial Statements – continued

 

exchange contracts. The following is a summary of the levels used as of November 30, 2016 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1      Level 2      Level 3      Total  
Equity Securities      $321,648         $—         $—         $321,648   
U.S. Treasury Bonds & U.S. Government Agency & Equivalents              40,102,929                 40,102,929   
Non-U.S. Sovereign Debt              80,098,299                 80,098,299   
U.S. Corporate Bonds              327,012,351                 327,012,351   
Residential Mortgage-Backed Securities              5,928,385                 5,928,385   
Commercial Mortgage-Backed Securities              14,913,525                 14,913,525   
Asset-Backed Securities (including CDOs)              7,832,675                 7,832,675   
Foreign Bonds              74,811,975                 74,811,975   
Floating Rate Loans              6,799,907                 6,799,907   
Mutual Funds      9,305,595                         9,305,595   
Total Investments      $9,627,243         $557,500,046         $—         $567,127,289   
Other Financial Instruments                            
Futures Contracts      $(458,597      $—         $—         $(458,597
Forward Foreign Currency Exchange Contracts              5,234,249                 5,234,249   

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

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period. The table presents the activity of level 3 securities held at the beginning and the end of the period.

 

     Foreign Bonds  
Balance as of 11/30/15      $270,914   

Realized gain (loss)

     (347,180

Change in unrealized appreciation (depreciation)

     117,420   

Sales

     (41,154
Balance as of 11/30/16      $—   

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.

 

50


Table of Contents

Notes to Financial Statements – continued

 

Derivatives – The fund uses derivatives for different purposes, 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 were purchased options, futures contracts, and forward foreign currency exchange contracts. 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.

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, 2016 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $187,839        $(646,436
Foreign Exchange   Forward Foreign Currency Exchange     6,349,567        (1,115,318
Equity   Purchased Equity Options     21,970          
Total       $6,559,376        $(1,761,754

 

(a) The value of purchased options outstanding is included in total investments, at value, within the fund’s Statement of Assets and Liabilities. The value of futures contracts includes cumulative appreciation (depreciation) as 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, 2016 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Foreign
Currency
     Investments
(Purchased
Options)
 
Interest Rate      $3,348,057         $—         $—   
Foreign Exchange              (726,903        
Equity                      49,006   
Total      $3,348,057         $(726,903      $49,006   

 

51


Table of Contents

Notes to Financial Statements – continued

 

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended November 30, 2016 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
    

Translation
of Assets

and
Liabilities
in Foreign
Currencies

     Investments
(Purchased
Options)
 
Interest Rate      $(1,169,068      $—         $—   
Foreign Exchange              2,210,303           
Equity                      (49,010
Total      $(1,169,068      $2,210,303         $(49,010

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 certain deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” 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” in the Statement of Operations.

Purchased Options – The fund purchased put options for a premium. Purchased put options entitle the holder to buy and 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.

 

52


Table of Contents

Notes to Financial Statements – continued

 

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 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 certain 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.

 

53


Table of Contents

Notes to Financial Statements – continued

 

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 foreign currency.

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 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

 

54


Table of Contents

Notes to Financial Statements – continued

 

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. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and that value may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. 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 certain 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

 

55


Table of Contents

Notes to Financial Statements – continued

 

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.

Reimbursement of Expenses by Custodian – In December 2015, the fund’s custodian (or former custodian), State Street Bank and Trust Company, announced that it intended to reimburse its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian expenses” in the Statement of Operations.

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 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, 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. Distributions from other sources, in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

 

56


Table of Contents

Notes to Financial Statements – continued

 

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:

 

     11/30/16      11/30/15  
Ordinary income (including any short-term capital gains)      $25,680,863         $42,997,287   
Tax return of capital (b)      12,631,474           
Total distributions      $38,312,337         $42,997,287   

 

(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 11/30/16       
Cost of investments      $582,833,558   
Gross appreciation      7,712,717   
Gross depreciation      (23,418,986
Net unrealized appreciation (depreciation)      $(15,706,269
Capital loss carryforwards      (15,835,075
Other temporary differences      (3,631,824

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after November 30, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.

As of November 30, 2016, the fund had capital loss carryforwards available to offset future realized gains as follows:

 

Pre-enactment losses which
expire as follows:
      
11/30/17      $(2,351,795
Post-enactment losses which
are characterized as follows:
      
Short-Term      $(2,549,119
Long-Term      (10,934,161
Total      $(13,483,280

(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

 

57


Table of Contents

Notes to Financial Statements – continued

 

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, 2016 was equivalent to an annual effective rate of 0.60% 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, 2016, these fees paid to MFSC amounted to $17,194.

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, 2016 was equivalent to an annual effective rate of 0.0175% 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 $2,058 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2016. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $16,213 at November 30, 2016, 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, 2016, the fee paid by the fund under this agreement was $978 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.

 

58


Table of Contents

Notes to Financial Statements – continued

 

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.

The fund is permitted to engage in purchase and sale transactions (“cross-trades”) with funds and accounts for which MFS serves as investment adviser or sub-adviser pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended November 30, 2016, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $341,609 and $3,974,847, respectively. The sales transactions resulted in net realized gains (losses) of $75,891.

(4) Portfolio Securities

For the year ended November 30, 2016, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $21,914,589         $3,252,479   
Investments (non-U.S. Government securities)      $224,151,784         $237,484,822   

(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 1,084,828 shares of beneficial interest during the year ended November 30, 2016 at an average price per share of $8.09 and a weighted average discount of 10.85% per share. As of December 19, 2016, the fund retired 1,084,828 shares of beneficial interest. The fund repurchased and retired 1,328,634 shares of beneficial interest during the year ended November 30, 2015 at an average price per share of $8.57 and a weighted average discount of 11.80% per share. Other transactions in fund shares were as follows:

 

     Year ended
11/30/16
     Year ended
11/30/15
 
     Shares      Amount      Shares      Amount  
Capital shares reacquired      (1,084,828      $(8,777,369      (1,328,634      $(11,385,348

(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. This credit agreement matured on August 19, 2016. The trustees approved a new revolving secured line of credit up to the amount of $100,000,000 on substantially similar terms with a different bank for a 365 day period which matures on August 19, 2017. At November 30, 2016, 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. Borrowing under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR plus an agreed upon spread or an alternate rate, at the option of the borrower, stated as the greater of the daily one month LIBOR or the

 

59


Table of Contents

Notes to Financial Statements – continued

 

Overnight Federal Funds Rate each plus an agreed upon spread. The fund incurred interest expense of $1,168,740 during the period, which is included in “Interest” expense in the Statement of Operations, in connection with this loan agreement. In addition, the fund incurred an up-front fee equal to $50,000 during the period, which is included in “Miscellaneous” expense 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, 2016, the average loan balance was $100,000,000 at a weighted average annual interest rate of 1.17%. The fund is subject to certain covenants including, but not limited to, requirements with respect to asset coverage, portfolio diversification and liquidity.

(7) Transactions in Underlying Affiliated Funds-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 an affiliated issuer:

 

Underlying Affiliated Fund   

Beginning

Shares/Par

Amount

    

Acquisitions

Shares/Par

Amount

    

Dispositions

Shares/Par

Amount

    

Ending

Shares/Par

Amount

 
MFS Institutional Money
Market Portfolio
     33,059,493         164,851,114         (188,605,012      9,305,595   
Underlying Affiliated Fund   

Realized

Gain (Loss)

    

Capital Gain

Distributions

    

Dividend

Income

    

Ending

Value

 
MFS Institutional Money
Market Portfolio
     $207         $—         $63,733         $9,305,595   

(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 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;

 

60


Table of Contents

Notes to Financial Statements – continued

 

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.

 

61


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Charter Income Trust (the Fund) as of November 30, 2016, 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 and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Charter Income Trust at November 30, 2016, 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 the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

January 13, 2017

 

62


Table of Contents

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Charter Income Trust, which was held on October 1, 2016, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Shares  

Nominee

   For     

Withheld Authority

 
Maureen R. Goldfarb      34,998,023.803         10,339,043.788   
Robert J. Manning      34,864,527.803         10,472,539.788   
Maryanne L. Roepke      34,997,430.960         10,339,636.631   
Laurie J. Thomsen      34,966,095.960         10,370,971.631   

 

63


Table of Contents

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of January 1, 2017, 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 (l)

 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 53)
  Trustee   February 2004   2019   Massachusetts Financial Services Company, Executive Chairman   N/A
Robin A. Stelmach (k)
(age 55)
  Trustee   January 2014   2018   Massachusetts Financial Services Company, Vice Chair   N/A
INDEPENDENT TRUSTEES
David H. Gunning
(age 74)
  Trustee and Chair of Trustees   January 2004   2018   Private investor   Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman
Steven E. Buller
(age 65)
  Trustee   February 2014   2017   Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A
Maureen R. Goldfarb
(age 61)
  Trustee   January 2009   2019   Private investor   N/A

 

64


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring (l)

 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Michael Hegarty
(age 72)
  Trustee   December 2004   2017   Private investor   Rouse Properties Inc., Director; Capmark Financial Group Inc., Director (until 2015)
John P. Kavanaugh
(age 62)
  Trustee and Vice Chair of Trustees   January 2009   2017   Private investor   N/A
Maryanne L. Roepke
(age 60)
  Trustee   May 2014   2019   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 59)
  Trustee   March 2005   2019   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
OFFICERS          
Christopher R. Bohane (k)
(age 42)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Kino Clark (k)
(age 48)
  Assistant Treasurer   January 2012   N/A   Massachusetts Financial Services Company, Vice President   N/A
Thomas H. Connors (k)
(age 57)
  Assistant Secretary and Assistant Clerk   September 2012   N/A   Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012)   N/A
Ethan D. Corey (k)
(age 53)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

 

65


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring (l)

 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

David L. DiLorenzo (k)
(age 48)
  President   July 2005   N/A   Massachusetts Financial Services Company, Senior Vice President   N/A
Brian E. Langenfeld (k)
(age 43)
  Assistant Secretary and Assistant Clerk   June 2006   N/A   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Susan A. Pereira (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   Massachusetts Financial Services Company, Vice President and Senior Counsel   N/A
Kasey L. Phillips (k)
(age 46)
  Assistant Treasurer   September 2012   N/A   Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012)   N/A
Mark N. Polebaum (k)
(age 64)
  Secretary and Clerk   January 2006   N/A   Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary   N/A
Matthew A. Stowe (k)
(age 42)
  Assistant Secretary and Assistant Clerk   October 2014   N/A   Massachusetts Financial Services Company, Vice President and Assistant General Counsel   N/A
Frank L. Tarantino
(age 72)
  Independent Senior Officer   June 2004   N/A   Tarantino LLC (provider of compliance services), Principal   N/A
Richard S. Weitzel (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2007   N/A   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel   N/A

 

66


Table of Contents

Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring (l)

 

Principal
Occupations During

the Past Five Years

 

Other

Directorships (j)

Martin J. Wolin (k)
(age 49)
  Chief Compliance Officer   July 2015   N/A   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)   N/A
James O. Yost (k)
(age 56)
  Treasurer   September 1990   N/A   Massachusetts Financial Services Company, Senior Vice President   N/A

 

(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. 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.
(l) Under the terms of the Boards’ retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

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.

Messrs. Buller and Kavanaugh and Ms. Roepke are members of the Fund’s Audit Committee.

 

67


Table of Contents

Trustees and Officers – continued

 

Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of January 1, 2017, the Trustees served as board members of 138 funds within the MFS Family of Funds.

 

 

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 Managers   Independent Registered Public Accounting Firm
Richard Hawkins   Ernst & Young LLP
William Adams   200 Clarendon Street
Ward Brown   Boston, MA 02116
David Cole  
Pilar Gomez-Bravo  
Joshua Marston  
Robert Persons  
Matt Ryan  
Robert Spector  
Erik Weisman  

 

68


Table of Contents

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, 2016 (“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, 2015 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Lipper 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

 

69


Table of Contents

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 performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2015, 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 11th out of a total of 20 funds in the Lipper 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 11th out of a total of 24 funds for the one-year period and 12th out of a total of 18 funds for the five-year period ended December 31, 2015. Given the size of the Lipper performance universe and information previously provided by MFS regarding differences between the Fund and the other funds in its Lipper performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund under-performed its custom benchmark for the one-year period ended December 31, 2015 and out-performed its benchmark for the three- and five-year periods ended December 31, 2015 (one-year: –1.7% total return for the Fund versus -1.3% total return for the benchmark; three-year: 2.4% total return for the Fund versus 1.8% total return for the benchmark; five-year: 5.3% total return for the Fund versus 4.5% 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

 

70


Table of Contents

Board Review of Investment Advisory Agreement – continued

 

related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

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. 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.

 

71


Table of Contents

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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.

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, 2016.

 

72


Table of Contents

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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to...” header on the left hand column of the page), 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 (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to...” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the Fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Closed-End Funds” in the “Products” section of mfs.com.

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.

 

73


Table of Contents

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 2016 income tax forms in January 2017.

 

74


Table of Contents

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.

 

75


Table of Contents
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.

 

76


Table of Contents

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


Table of Contents
ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics 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 its Code of Ethics (the “Code”) that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. However, effective January 1, 2017, the Code was amended to (i) clarify that the term “for profit” company as used in Section II.B of the Code excludes the investment adviser and its subsidiaries and pooled investment vehicles sponsored by the investment adviser or its subsidiaries, (ii) align the Code’s provisions regarding receipt of gifts and entertainment in Section II.B of the Code with the gifts and entertainment policy of the Funds’ investment adviser, and (iii) make other administrative changes. 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 of Ethics amended effective as of January 1, 2017 is filed as an exhibit to this Form N-CSR.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

The Board of Trustees has appointed Ernst & Young LLP (“E&Y”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the 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”).


Table of Contents

For the fiscal years ended November 30, 2016 and 2015, audit fees billed to the Fund by E&Y were as follows:

 

     Audit Fees  
   2016      2015  

Fees billed by E&Y:

     

MFS Charter Income Trust

     55,056         55,056   

For the fiscal years ended November 30, 2016 and 2015, 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  
   2016      2015      2016      2015      2016      2015  

Fees billed by E&Y:

                 

To MFS Charter Income Trust

     11,027         11,027         10,303         10,269         1,200         1,027   
     Audit-Related Fees1      Tax Fees2      All Other Fees3  
   2016      2015      2016      2015      2016      2015  

Fees billed by E&Y:

                 

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

     1,412,499         1,120,675         0         0         116,023         99,446   

 

     Aggregate Fees for Non-audit
Services
 
   2016      2015  

Fees Billed by E&Y:

     

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

     1,676,652         1,493,444   

 

* 

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.


Table of Contents

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.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Messrs. Steven E. Buller and John P. Kavanaugh and Ms. Maryanne L. Roepke.


Table of Contents
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.

MASSACHUSETTS FINANCIAL SERVICES COMPANY

PROXY VOTING POLICIES AND PROCEDURES

February 1, 2016

Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, MFS Investment Management (Canada) Limited, MFS Investment Management Company (Lux) S.à r.l., MFS International Singapore Pte. Ltd., MFS Investment Management K.K., and MFS’ other subsidiaries that perform discretionary investment management activities (collectively, “MFS”) have adopted proxy voting policies and procedures, as set forth below (“MFS Proxy Voting Policies and Procedures”), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the pooled investment vehicles sponsored by MFS (the “MFS Funds”). References to “clients” in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.

The MFS Proxy Voting Policies and Procedures include:

 

  A. Voting Guidelines;

 

  B. Administrative Procedures;

 

  C Records Retention; and

 

  D. Reports.

 

A. VOTING GUIDELINES

 

  1. General Policy; Potential Conflicts of Interest

MFS’ policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in the interests of any other party or in MFS’ corporate interests, including interests such as the distribution of MFS Fund shares and institutional client relationships.


Table of Contents

MFS reviews corporate governance issues and proxy voting matters that are presented for shareholder vote by either management or shareholders of public companies. Based on the overall principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote.

As a general matter, MFS votes consistently on similar proxy proposals across all shareholder meetings. However, some proxy proposals, such as certain excessive executive compensation, environmental, social and governance matters, are analyzed on a case-by-case basis in light of all the relevant facts and circumstances of the proposal. Therefore, MFS may vote similar proposals differently at different shareholder meetings based on the specific facts and circumstances of the issuer or the terms of the proposal. In addition, MFS also reserves the right to override the guidelines with respect to a particular proxy proposal when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients.

MFS also generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts, unless MFS has received explicit voting instructions to vote differently from a client for its own account. From time to time, MFS may also receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these guidelines and revises them as appropriate.

These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS’ clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and D below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Voting Committee is responsible for monitoring and reporting with respect to such potential material conflicts of interest.

MFS is also a signatory to the United Nations Principles for Responsible Investment. In developing these guidelines, MFS considered environmental, social and corporate governance issues in light of MFS’ fiduciary obligation to vote proxies in the best long-term economic interest of its clients.


Table of Contents
  2. MFS’ Policy on Specific Issues

Election of Directors

MFS believes that good governance should be based on a board with at least a simple majority of directors who are “independent” of management, and whose key committees (e.g., compensation, nominating, and audit committees) consist entirely of “independent” directors. While MFS generally supports the board’s nominees in uncontested or non-contentious elections, we will not support a nominee to a board of a U.S. issuer (or issuer listed on a U.S. exchange) if, as a result of such nominee being elected to the board, the board would consist of a simple majority of members who are not “independent” or, alternatively, the compensation, nominating (including instances in which the full board serves as the compensation or nominating committee) or audit committees would include members who are not “independent.”

MFS will also not support a nominee to a board if we can determine that he or she attended less than 75% of the board and/or relevant committee meetings in the previous year without a valid reason stated in the proxy materials or other company communications. In addition, MFS may not support some or all nominees standing for re-election to a board if we can determine: (1) the board or its compensation committee has re-priced or exchanged underwater stock options since the last annual meeting of shareholders and without shareholder approval; (2) the board or relevant committee has not taken adequately responsive action to an issue that received majority support or opposition from shareholders; (3) the board has implemented a poison pill without shareholder approval since the last annual meeting and such poison pill is not on the subsequent shareholder meeting’s agenda, (including those related to net-operating loss carry-forwards); (4) the board or relevant committee has failed to adequately oversee risk by allowing the hedging and/or significant pledging of company shares by executives; or (5) there are governance concerns with a director or issuer.

MFS may not support certain board nominees of U.S. issuers under certain circumstances where MFS deems compensation to be egregious due to pay-for-performance issues and/or poor pay practices. Please see the section below titled “MFS’ Policy on Specific Issues - Advisory Votes on Executive Compensation” for further details.

MFS evaluates a contested or contentious election of directors on a case-by-case basis considering the long-term financial performance of the company relative to its industry, management’s track record, the qualifications of all nominees, and an evaluation of what each side is offering shareholders.


Table of Contents

Majority Voting and Director Elections

MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested elections) (“Majority Vote Proposals”).

Classified Boards

MFS generally supports proposals to declassify a board (i.e.; a board in which only one-third of board members is elected each year) for all issuers other than for certain closed-end investment companies. MFS generally opposes proposals to classify a board for issuers other than for certain closed-end investment companies.

Proxy Access

MFS believes that the ability of qualifying shareholders to nominate a certain number of directors on the company’s proxy statement (“Proxy Access”) may have corporate governance benefits. However, such potential benefits must be balanced by its potential misuse by shareholders. Therefore, we support Proxy Access proposals at U.S. issuers that establish an ownership criteria of 3% of the company held continuously for a period of 3 years. In our view, such qualifying shareholders should have the ability to nominate at least 2 directors. Companies should be mindful of imposing any undue impediments within its bylaws that may render Proxy Access impractical.

MFS analyzes all other proposals seeking Proxy Access on a case-by-case basis. In its analysis, MFS will consider the proposed ownership criteria for qualifying shareholders (such as ownership threshold and holding period) as well as the proponent’s rationale for seeking Proxy Access.

Stock Plans

MFS opposes stock option programs and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or that could result in excessive dilution to other shareholders. As a general guideline, MFS votes against restricted stock, stock option, non-employee director, omnibus stock plans and any other stock plan if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS will also vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the Standard and Poor’s 100 index as of December 31 of the previous year. In the cases where a stock plan amendment is seeking qualitative changes and not additional shares, MFS will vote its shares on a case-by-case basis.


Table of Contents

MFS also opposes stock option programs that allow the board or the compensation committee to re-price underwater options or to automatically replenish shares without shareholder approval. MFS also votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give “free rides” on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted. MFS will consider proposals to exchange existing options for newly issued options, restricted stock or cash on a case-by-case basis, taking into account certain factors, including, but not limited to, whether there is a reasonable value-for-value exchange and whether senior executives are excluded from participating in the exchange.

MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.

Shareholder Proposals on Executive Compensation

MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. However, MFS also recognizes that certain executive compensation practices can be “excessive” and not in the best, long-term economic interest of a company’s shareholders. We believe that the election of an issuer’s board of directors (as outlined above), votes on stock plans (as outlined above) and advisory votes on pay (as outlined below) are typically the most effective mechanisms to express our view on a company’s compensation practices.

MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain some flexibility to determine the appropriate pay package for executives. Although we support linking executive stock option grants to a company’s performance, MFS also opposes shareholder proposals that mandate a link of performance-based pay to a specific metric. MFS generally supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a satisfactory policy on the matter, (ii) expressly prohibit the backdating of stock options, and (iii) prohibit the acceleration of vesting of equity awards upon a broad definition of a “change-in-control” (e.g.; single or modified single-trigger).


Table of Contents

Advisory Votes on Executive Compensation

MFS will analyze advisory votes on executive compensation on a case-by-case basis. MFS will vote against an advisory vote on executive compensation if MFS determines that the issuer has adopted excessive executive compensation practices and will vote in favor of an advisory vote on executive compensation if MFS has not determined that the issuer has adopted excessive executive compensation practices. Examples of excessive executive compensation practices may include, but are not limited to, a pay-for-performance disconnect, employment contract terms such as guaranteed bonus provisions, unwarranted pension payouts, backdated stock options, overly generous hiring bonuses for chief executive officers, unnecessary perquisites, or the potential reimbursement of excise taxes to an executive in regards to a severance package. In cases where MFS (i) votes against consecutive advisory pay votes, or (ii) determines that a particularly egregious excessive executive compensation practice has occurred, then MFS may also vote against certain or all board nominees. MFS may also vote against certain or all board nominees if an advisory pay vote for a U.S. issuer is not on the agenda, or the company has not implemented the advisory vote frequency supported by a plurality/ majority of shareholders.

MFS generally supports proposals to include an advisory shareholder vote on an issuer’s executive compensation practices on an annual basis.

Golden Parachutes”

From time to time, MFS may evaluate a separate, advisory vote on severance packages or “golden parachutes” to certain executives at the same time as a vote on a proposed merger or acquisition. MFS will support an advisory vote on a severance package on a on a case-by-case basis, and MFS may vote against the severance package regardless of whether MFS supports the proposed merger or acquisition.

Shareholders of companies may also submit proxy proposals that would require shareholder approval of severance packages for executive officers that exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officer’s annual compensation that is not determined in MFS’ judgment to be excessive.

Anti-Takeover Measures

In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from “poison pills” and “shark repellents” to super-majority requirements.


Table of Contents

MFS generally votes for proposals to rescind existing “poison pills” and proposals that would require shareholder approval to adopt prospective “poison pills,” unless the company already has adopted a clearly satisfactory policy on the matter. MFS may consider the adoption of a prospective “poison pill” or the continuation of an existing “poison pill” if we can determine that the following two conditions are met: (1) the “poison pill” allows MFS clients to hold an aggregate position of up to 15% of a company’s total voting securities (and of any class of voting securities); and (2) either (a) the “poison pill” has a term of not longer than five years, provided that MFS will consider voting in favor of the “poison pill” if the term does not exceed seven years and the “poison pill” is linked to a business strategy or purpose that MFS believes is likely to result in greater value for shareholders; or (b) the terms of the “poison pill” allow MFS clients the opportunity to accept a fairly structured and attractively priced tender offer (e.g. a “chewable poison pill” that automatically dissolves in the event of an all cash, all shares tender offer at a premium price). MFS will also consider on a case-by-case basis proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.

MFS will consider any poison pills designed to protect a company’s net-operating loss carryforwards on a case-by-case basis, weighing the accounting and tax benefits of such a pill against the risk of deterring future acquisition candidates.

Proxy Contests

From time to time, a shareholder may express alternative points of view in terms of a company’s strategy, capital allocation, or other issues. Such shareholder may also propose a slate of director nominees different than the slate of director nominees proposed by the company (a “Proxy Contest”). MFS will analyze Proxy Contests on a case-by-case basis, taking into consideration the track record and current recommended initiatives of both company management and the dissident shareholder(s). Like all of our proxy votes, MFS will support the slate of director nominees that we believe is in the best, long-term economic interest of our clients.

Reincorporation and Reorganization Proposals

When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regards to these types of proposals, however, if MFS believes the proposal is in the best long-term economic interests of its clients, then MFS may vote against management (e.g. the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).


Table of Contents

Issuance of Stock

There are many legitimate reasons for the issuance of stock. Nevertheless, as noted above under “Stock Plans,” when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g. by approximately 10-15% as described above), MFS generally votes against the plan. In addition, MFS typically votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a “blank check”) because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive or not warranted.

Repurchase Programs

MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.

Cumulative Voting

MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS’ clients as minority shareholders.

Written Consent and Special Meetings

The right to call a special meeting or act by written consent can be a powerful tool for shareholders. As such, MFS supports proposals requesting the right for shareholders who hold at least 10% of the issuer’s outstanding stock to call a special meeting. MFS also supports proposals requesting the right for shareholders to act by written consent.

Independent Auditors

MFS believes that the appointment of auditors for U.S. issuers is best left to the board of directors of the company and therefore supports the ratification of the board’s selection of an auditor for the company. Some shareholder groups have submitted proposals to limit the non-audit activities of a company’s audit firm or prohibit any non-audit services by a company’s auditors to that company. MFS opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a company’s auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the company’s auditor for specific pieces of non-audit work in the limited situations permitted under current law.


Table of Contents

Other Business

MFS generally votes against “other business” proposals as the content of any such matter is not known at the time of our vote.

Adjourn Shareholder Meeting

MFS generally supports proposals to adjourn a shareholder meeting if we support the other ballot items on the meeting’s agenda. MFS generally votes against proposals to adjourn a meeting if we do not support the other ballot items on the meeting’s agenda.

Environmental, Social and Governance (“ESG”) Issues

MFS believes that a company’s ESG practices may have an impact on the company’s long-term economic financial performance and will generally support proposals relating to ESG issues that MFS believes are in the best long-term economic interest of the company’s shareholders. For those ESG proposals for which a specific policy has not been adopted, MFS considers such ESG proposals on a case-by-case basis. As a result, it may vote similar proposals differently at various shareholder meetings based on the specific facts and circumstances of such proposal.

MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders (i.e., anti-takeover measures) or that seek to enhance shareholder rights. Many of these governance-related issues, including compensation issues, are outlined within the context of the above guidelines. In addition, MFS typically supports proposals that require an issuer to reimburse successful dissident shareholders (who are not seeking control of the company) for reasonable expenses that such dissident incurred in soliciting an alternative slate of director candidates. MFS also generally supports reasonably crafted shareholder proposals requesting increased disclosure around the company’s use of collateral in derivatives trading. MFS typically supports proposals for an independent board chairperson. However, we may not support such proposals if we determine there to be an appropriate and effective counter-balancing leadership structure in place (e.g.; a strong, independent lead director with an appropriate level of powers and duties). For any governance-related proposal for which an explicit guideline is not provided above, MFS will consider such proposals on a case-by-case basis and will support such proposals if MFS believes that it is in the best long-term economic interest of the company’s shareholders.


Table of Contents

MFS generally supports proposals that request disclosure on the impact of environmental issues on the company’s operations, sales, and capital investments. However, MFS may not support such proposals based on the facts and circumstances surrounding a specific proposal, including, but not limited to, whether (i) the proposal is unduly costly, restrictive, or burdensome, (ii) the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that environmental matters pose to the company’s operations, sales and capital investments, or (iii) the proposal seeks a level of disclosure that exceeds that provided by the company’s industry peers. MFS will analyze all other environmental proposals on a case-by-case basis and will support such proposals if MFS believes such proposal is in the best long-term economic interest of the company’s shareholders.

MFS will analyze social proposals on a case-by-case basis. MFS will support such proposals if MFS believes that such proposal is in the best long-term economic interest of the company’s shareholders. Generally, MFS will support shareholder proposals that (i) seek to amend a company’s equal employment opportunity policy to prohibit discrimination based on sexual orientation and gender identity; and (ii) request additional disclosure regarding a company’s political contributions (including trade organizations and lobbying activity) (unless the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that such contributions pose to the company’s operations, sales and capital investments).

The laws of various states or countries may regulate how the interests of certain clients subject to those laws (e.g. state pension plans) are voted with respect to social issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.

Foreign Issuers

MFS generally supports the election of a director nominee standing for re-election in uncontested or non-contentious elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; or (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the “poison pill” be rescinded. In such circumstances, we will vote against director nominee(s). Also, certain markets outside of the U.S. have adopted best practice guidelines relating to corporate governance matters (e.g. the United Kingdom’s and Japan Corporate Governance Codes). Many of these guidelines operate on a “comply or explain” basis. As such, MFS will evaluate any explanations by companies relating to their compliance with a particular corporate governance guideline on a case-by-case basis and may vote against the board nominees or other relevant ballot item if such explanation is not satisfactory. In some circumstances, MFS may submit a vote to abstain from certain director nominees or the relevant ballot items if we have concerns with the nominee or ballot item, but do not believe these concerns rise to the level where a vote against is warranted.


Table of Contents

MFS generally supports the election of auditors, but may determine to vote against the election of a statutory auditor in certain markets if MFS reasonably believes that the statutory auditor is not truly independent.

Some international markets have also adopted mandatory requirements for all companies to hold shareholder votes on executive compensation. MFS will vote against such proposals if MFS determines that a company’s executive compensation practices are excessive, considering such factors as the specific market’s best practices that seek to maintain appropriate pay-for-performance alignment and to create long-term shareholder value. We may alternatively submit an abstention vote on such proposals in circumstances where our executive compensation concerns are not as severe.

Many other items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and therefore voted with management) for foreign issuers include, but are not limited to, the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; and (v) approval of share repurchase programs (absent any anti-takeover or other concerns). MFS will evaluate all other items on proxies for foreign companies in the context of the guidelines described above, but will generally vote against an item if there is not sufficient information disclosed in order to make an informed voting decision. For any ballot item where MFS wishes to express a more moderate level of concern than a vote of against, we will cast a vote to abstain.

In accordance with local law or business practices, some foreign companies or custodians prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g. one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g. in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management


Table of Contents

consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.

From time to time, governments may impose economic sanctions which may prohibit us from transacting business with certain companies or individuals. These sanctions may also prohibit the voting of proxies at certain companies or on certain individuals. In such instances, MFS will not vote at certain companies or on certain individuals if it determines that doing so is in violation of the sanctions.

In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best efforts basis in the context of the guidelines described above.

 

B. ADMINISTRATIVE PROCEDURES

 

  1. MFS Proxy Voting Committee

The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment Support Departments. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:

 

  a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;

 

  b. Determines whether any potential material conflict of interest exists with respect to instances in which MFS (i) seeks to override these MFS Proxy Voting Policies and Procedures; (ii) votes on ballot items not governed by these MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions); and

 

  c. Considers special proxy issues as they may arise from time to time.


Table of Contents
  2. Potential Conflicts of Interest

The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS’ clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all proxy votes are cast in the best long-term economic interest of shareholders.1 Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS’ client activities. If an employee (including investment professionals) identifies an actual or potential conflict of interest with respect to any voting decision (including the ownership of securities in their individual portfolio), then that employee must recuse himself/herself from participating in the voting process. Any significant attempt by an employee of MFS or its subsidiaries to unduly influence MFS’ voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.

In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates a potentially excessive executive compensation issue in relation to the election of directors or advisory pay or severance package vote, or (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions); (collectively, “Non-Standard Votes”); the MFS Proxy Voting Committee will follow these procedures:

 

  a. Compare the name of the issuer of such proxy against a list of significant current (i) distributors of MFS Fund shares, and (ii) MFS institutional clients (the “MFS Significant Distributor and Client List”);

 

  b. If the name of the issuer does not appear on the MFS Significant Distributor and Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;

 

  c. If the name of the issuer appears on the MFS Significant Distributor and Client List, then the MFS Proxy Voting Committee will be apprised of that fact and each member of the MFS Proxy Voting Committee will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in MFS’ corporate interests; and

 

1  For clarification purposes, note that MFS votes in what we believe to be the best, long-term economic interest of our clients entitled to vote at the shareholder meeting, regardless of whether other MFS clients hold “short” positions in the same issuer.


Table of Contents
  d. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document: the name of the issuer, the issuer’s relationship to MFS, the analysis of the matters submitted for proxy vote, the votes as to be cast and the reasons why the MFS Proxy Voting Committee determined that the votes were cast in the best long-term economic interests of MFS’ clients, and not in MFS’ corporate interests. A copy of the foregoing documentation will be provided to MFS’ Conflicts Officer.

The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Distributor and Client List, in consultation with MFS’ distribution and institutional business units. The MFS Significant Distributor and Client List will be reviewed and updated periodically, as appropriate.

For instances where MFS is evaluating a director nominee who also serves as a director of the MFS Funds, then the MFS Proxy Voting Committee will adhere to the procedures described in section (d) above regardless of whether the portfolio company appears on our Significant Distributor and Client List.

If an MFS client has the right to vote on a matter submitted to shareholders by Sun Life Financial, Inc. or any of its affiliates (collectively “Sun Life”), MFS will cast a vote on behalf of such MFS client pursuant to the recommendations of Institutional Shareholder Services, Inc.’s (“ISS”) benchmark policy, or as required by law.

Except as described in the MFS Fund’s prospectus, from time to time, certain MFS Funds (the “top tier fund”) may own shares of other MFS Funds (the “underlying fund”). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its shares in the same proportion as the other shareholders of the underlying fund. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier fund’s best long-term economic interest. If an MFS client has the right to vote on a matter submitted to shareholders by a pooled investment vehicle advised by MFS, MFS will cast a vote on behalf of such MFS client in the same proportion as the other shareholders of the pooled investment vehicle.

 

  3. Gathering Proxies

Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the


Table of Contents

shares beneficially owned by MFS’ clients, usually to the client’s proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy materials with the issuer’s explanation of the items to be voted upon.

MFS, on behalf of itself and certain of its clients (including the MFS Funds) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is ISS. The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., Inc. (“Glass Lewis”; Glass Lewis and ISS are each hereinafter referred to as the “Proxy Administrator”).

The Proxy Administrator receives proxy statements and proxy ballots directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrator’s system by an MFS holdings data-feed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for all upcoming shareholders’ meetings are available on-line to certain MFS employees and members of the MFS Proxy Voting Committee.

It is the responsibility of the Proxy Administrator and MFS to monitor the receipt of ballots. When proxy ballots and materials for clients are received by the Proxy Administrator, they are input into the Proxy Administrator’s on-line system. The Proxy Administrator then reconciles a list of all MFS accounts that hold shares of a company’s stock and the number of shares held on the record date by these accounts with the Proxy Administrator’s list of any upcoming shareholder’s meeting of that company. If a proxy ballot has not been received, the Proxy Administrator contacts the custodian requesting the reason as to why a ballot has not been received.

 

  4. Analyzing Proxies

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee considers and votes on those proxy matters. MFS also receives research and recommendations from the Proxy Administrator which it may take into account in deciding how to vote. MFS uses the research of ISS to identify (i) circumstances in which a board may have approved excessive executive compensation, (ii) environmental and social proposals that warrant further consideration or (iii)


Table of Contents

circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will utilize research from Glass Lewis to identify such issues. MFS analyzes such issues independently and does not necessarily vote with the ISS or Glass Lewis recommendations on these issues. MFS may also use other research tools in order to identify the circumstances described above. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

As a general matter, portfolio managers and investment analysts have little involvement in most votes taken by MFS. This is designed to promote consistency in the application of MFS’ voting guidelines, to promote consistency in voting on the same or similar issues (for the same or for multiple issuers) across all client accounts, and to minimize the potential that proxy solicitors, issuers, or third parties might attempt to exert inappropriate influence on the vote. In certain types of votes (e.g. mergers and acquisitions, proxy contests, capitalization matters, potentially excessive executive compensation issues, or certain shareholder proposals) a representative of MFS Proxy Voting Committee may consult with or seek recommendations from MFS investment analysts and/or portfolio managers.2 However, the MFS Proxy Voting Committee will ultimately determine the manner in which all proxies are voted.

As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.

 

  5. Voting Proxies

In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee, and makes available on-line various other types of information so that the MFS Proxy Voting Committee or proxy team may review and monitor the votes cast by the Proxy Administrator on behalf of MFS’ clients.

For those markets that utilize a “record date” to determine which shareholders are eligible to vote, MFS generally will vote all eligible shares pursuant to these guidelines regardless of whether all (or a portion of) the shares held by our clients have been sold prior to the meeting date.

 

2  From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst may not be available to provide a vote recommendation. If such a recommendation cannot be obtained within a reasonable time prior to the cut-off date of the shareholder meeting, the MFS Proxy Voting Committee may determine to abstain from voting.


Table of Contents
  6. Securities Lending

From time to time, the MFS Funds or other pooled investment vehicles sponsored by MFS may participate in a securities lending program. In the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the meeting’s record date so that MFS will be entitled to vote these shares. However, there may be instances in which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets on an automated basis. As a result, non-U.S. securities that are on loan will not generally be voted. If MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan, and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.

 

  7. Engagement

The MFS Proxy Voting Policies and Procedures are available on www.mfs.com and may be accessed by both MFS’ clients and the companies in which MFS’ clients invest. From time to time, MFS may determine that it is appropriate and beneficial for representatives from the MFS Proxy Voting Committee to engage in a dialogue or written communication with a company or other shareholders regarding certain matters on the company’s proxy statement that are of concern to shareholders, including environmental, social and governance matters. A company or shareholder may also seek to engage with representatives of the MFS Proxy Voting Committee in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals.

 

C. RECORDS RETENTION

MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees of the MFS Funds for the period required by applicable law. Proxy solicitation materials, including electronic versions of the proxy ballots completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrator’s system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each company’s proxy issues, are retained as required by applicable law.


Table of Contents
D. REPORTS

U.S. Registered MFS Funds

MFS publicly discloses the proxy voting records of the U.S. registered MFS Funds on a quarterly basis. MFS will also report the results of its voting to the Board of Trustees of the U.S. registered MFS Funds. These reports will include: (i) a summary of how votes were cast (including advisory votes on pay and “golden parachutes”) ; (ii) a summary of votes against management’s recommendation; (iii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefore; (iv) a review of the procedures used by MFS to identify material conflicts of interest and any matters identified as a material conflict of interest; (v) a review of these policies and the guidelines; (vi) a review of our proxy engagement activity; (vii) a report and impact assessment of instances in which the recall of loaned securities of a U.S. issuer was unsuccessful; and (viii) as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the Trustees of the U.S. registered MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.

Other MFS Clients

MFS may publicly disclose the proxy voting records of certain other clients (including certain MFS Funds) or the votes it casts with respect to certain matters as required by law. A report can also be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue and, upon request, may identify situations where MFS did not vote in accordance with the MFS Proxy Voting Policies and Procedures.

Except as described above, MFS generally will not divulge actual voting practices to any party other than the client or its representatives because we consider that information to be confidential and proprietary to the client. However, as noted above, MFS may determine that it is appropriate and beneficial to engage in a dialogue with a company regarding certain matters. During such dialogue with the company, MFS may disclose the vote it intends to cast in order to potentially effect positive change at a company in regards to environmental, social or governance issues.


Table of Contents
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.

 

Portfolio Manager

  

Primary Role

  

Since

  

Title and Five Year History

Richard Hawkins    Lead Portfolio Manager    2004    Investment Officer of MFS; employed in the investment area of MFS since 1988.
William Adams    Below Investment Grade Debt Instruments Portfolio Manager    2011    Investment Officer of MFS; employed in the investment area of MFS since 2009.
Ward Brown    Emerging Markets Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; Employed in the investment area of MFS since 2005
David Cole    Below Investment Grade Debt Instruments Portfolio Manager    2006    Investment Officer of MFS; employed in the investment area of MFS since 2004.
Pilar Gomez-Bravo    Investment Grade Debt Instruments Portfolio Manager    2013    Investment Officer of MFS; employed in the investment area of MFS since 2013; Imperial Capital from May 2012 to March 2013; Negentropy Capital from June 2011 to April 2012; Marengo Asset Management from June 2010 to April 2011.
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.
Robert Spector    Global Debt Instruments Portfolio Manager    2015    Investment Office of MFS; employed in the investment area of MFS since 2011; Portfolio Manager and Chief Economist of McLean Budden from March 2005 to September 2011.
Erik Weisman    Sovereign Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; Employed in the investment area of MFS since 2002

Compensation

Portfolio manager compensation is reviewed annually. As of December 31, 2015, portfolio manager total cash compensation is a combination of base salary and performance bonus:

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

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

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.


Table of Contents

The quantitative portion is based on the pre-tax performance of assets managed by the portfolio manager over one-, three-, and five-year periods relative to peer group universes and/or indices (“benchmarks”). As of December 31, 2015, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:

 

Fund

  

Portfolio Manager

  

Benchmark(s)

MFS Charter Income Trust    Richard Hawkins   

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 Barclay’s U.S. Credit Bond Index

Bloomberg Barclay’s U.S. Government/Mortgage Bond Index

   William Adams    Bloomberg Barclays U.S. High-Yield Corporate Bond Index
   Ward Brown    JPMorgan Emerging Markets Bond Index Global
   David Cole    Bloomberg Barclays U.S. High-Yield Corporate Bond Index
   Pilar Gomez-Bravo    Bloomberg Barclays Global Aggregate Credit 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
   Robert Spector   

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 Barclay’s U.S. Credit Bond Index

Bloomberg Barclay’s U.S. Government/Mortgage Bond Index

   Erik Weisman    Citigroup World Government Bond Non-Dollar Hedged Index

Additional or different benchmarks, including versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, may also be used. Consideration is given to portfolio performance over one, three, and five years with emphasis placed on the longer periods. For portfolio managers who have served for more than five years, additional longer-term performance periods are also considered. For portfolio managers who have served for less than five years, performance periods are adjusted as appropriate.

The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance). This performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager. A selected fund may be, but is not required to be, a fund that is managed by the portfolio manager.


Table of Contents

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.

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, 2016. 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

Richard Hawkins    N
William Adams    N
Ward Brown    N
David Cole    N
Pilar Gomez-Bravo    N
Joshua Marston    N
Robert Persons    N
Matt Ryan    N
Robert Spector    N
Erik Weisman    N


Table of Contents

Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or subadvised by MFS or an affiliate. The number and assets of these accounts were as follows as of November 30, 2016:

 

     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  

Richard Hawkins

     11       $ 19.4 billion         5       $ 3.9 billion         2       $ 360.5 million   

William Adams

     12       $ 8.9 billion         6       $ 1.0 billion         1       $ 144.7 million   

Ward Brown

     9       $ 11.0 billion         6       $ 3.4 billion         5       $ 1.7 billion   

David Cole

     11       $ 8.8 billion         4       $ 914.8 million         1       $ 144.6 million   

Pilar Bravo-Gomez

     5       $ 4.2 billion         4       $ 2.9 billion         1       $ 329.6 million   

Joshua Marston

     10       $ 20.3 billion         8       $ 1.7 billion         12       $ 302.7 million   

Robert Persons

     13       $ 16.6 billion         8       $ 4.4 billion         3       $ 430.5 million   

Matt Ryan

     11       $ 11.7 billion         7       $ 4.1 billion         5       $ 1.7 billion   

Robert Spector

     4       $ 3.8 billion         9       $ 4.7 billion         50       $ 1.9 billion   

Erik Weisman

     8       $ 6.0 billion         4       $ 3.0 billion         1       $ 329.6 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. The Fund’s 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.


Table of Contents

When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

MFS Charter Income Trust

 

Period

   (a)
Total number
of Shares
Purchased
     (b)
Average
Price
Paid per
Share
     (c)
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
     (d)
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
under the Plans
or Programs
 

12/01/15-12/31/15

     0         N/A         0         4,508,198   

  1/01/16-1/31/16

     443,003         7.64         443,003         4,065,195   

  2/01/16-2/28/16

     0         N/A         0         4,065,195   

  3/01/16-3/31/16

     0         N/A         0         5,214,297   

  4/01/16-4/30/16

     132,441         8.26         132,441         5,081,856   

  5/01/16-5/31/16

     0         N/A         0         5,081,856   

  6/01/16-6/30/16

     0         N/A         0         5,081,856   

  7/01/16-7/31/16

     0         N/A         0         5,081,856   

  8/01/16-8/31/16

     0         N/A         0         5,081,856   

  9/1/16-9/30/16

     0         N/A         0         5,081,856   

10/1/16-10/31/16

     183,707         8.56         183,707         5,017,346   

11/1/16-11/30/16

     325,677         8.36         325,677         4,691,669   
  

 

 

       

 

 

    

Total

     1,084,828         8.09         1,084,828      
  

 

 

       

 

 

    

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, 2016 plan year is 5,201,053.


Table of Contents
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.

 

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.


Table of Contents
ITEM 12. EXHIBITS.

 

(a) File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated.

 

  (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: Code of Ethics attached hereto.

 

  (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.

 

  (3) Notices to Trust’s common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1.

 

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.


Table of Contents

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.


Table of Contents

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 13, 2017

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 13, 2017

 

By (Signature and Title)*   JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer and Accounting Officer)

Date: January 13, 2017

 

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