MFS MULTIMARKET 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 811-04975

MFS MULTIMARKET INCOME TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2018


Table of Contents
ITEM 1.

REPORTS TO STOCKHOLDERS.


Table of Contents

Annual Report

October 31, 2018

 

LOGO

 

MFS® Multimarket Income Trust

 

LOGO

 

 

MMT-ANN

 


Table of Contents

MANAGED DISTRIBUTION POLICY DISCLOSURE

The MFS Multimarket 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® Multimarket Income Trust

New York Stock Exchange Symbol: MMT

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Portfolio managers’ profiles .     9  
Dividend reinvestment and cash purchase plan     10  
Portfolio of investments     11  
Statement of assets and liabilities     35  
Statement of operations     36  
Statements of changes in net assets     37  
Statement of cash flows     38  
Financial highlights     39  
Notes to financial statements     41  
Report of independent registered public accounting firm     55  
Results of shareholder meeting     57  
Trustees and officers     58  
Board review of investment advisory agreement     63  
Proxy voting policies and information     67  
Quarterly portfolio disclosure     67  
Further information     67  
Information about fund contracts and legal claims     67  
Federal tax information     67  
MFS® privacy notice     68  
Contact information    back cover

 

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

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

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

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

U.S. tax reforms adopted in late 2017 have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. The split result of the U.S. midterm congressional elections suggests meaningful further U.S. fiscal stimulus is less likely than if the Republicans had maintained control of both houses of Congress. Globally, inflation remains largely subdued, but tight labor markets and moderate global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear trade disputes could dampen business sentiment, leading to even slower global growth. While there has been progress on this front — NAFTA has been replaced with a new agreement between the U.S., Mexico, and Canada; the free trade pact with Korea has been updated; and a negotiating framework with the European Union has been agreed upon — tensions over trade with China remain quite high.

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

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

December 14, 2018

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

 

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PORTFOLIO COMPOSITION

 

Portfolio structure at value

 

LOGO

 

Fixed income sectors (i)  
High Yield Corporates     56.8%  
Investment Grade Corporates     24.2%  
Emerging Markets Bonds     22.0%  
Mortgage-Backed Securities     5.5%  
Collateralized Debt Obligations     1.8%  
Asset-Backed Securities     0.4%  
Floating Rate Loans     0.3%  
Municipal Bonds     0.1%  
Commercial Mortgage-Backed Securities (o)     0.0%  
Non-U.S. Government Bonds     (4.3)%  
U.S. Treasury Securities     (4.9)%  
Portfolio facts (i)

 

Average Duration (d)     5.7  
Average Effective Maturity (m)     8.2 yrs.  

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

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

 

AAA     1.3%  
AA     2.1%  
A     10.0%  
BBB     24.6%  
BB     36.2%  
B     25.7%  
CCC     4.9%  
CC     0.5%  
C     0.1%  
U.S. Government     11.0%  
Federal Agencies     5.5%  
Not Rated     (20.0)%  
Non-Fixed Income     0.2%  
Cash & Cash Equivalents (Less Liabilities)     (23.3)%  
Other     21.2%  
 

 

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Portfolio Composition – continued

 

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

(d)

Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.

(i)

For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.

(m)

In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

(o)

Less than 0.1%.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

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

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

Percentages are based on net assets as of October 31, 2018.

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

 

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MANAGEMENT REVIEW

Summary of Results

MFS Multimarket 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. The fund normally invests at least 80% of its net assets in fixed income securities. MFS considers debt instruments of all types to be fixed income securities. MFS normally invests the 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 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. MFS may also invest the fund’s assets in equity securities.

For the twelve months ended October 31, 2018, shares of the fund provided a total return of – 0.69%, at net asset value, and a total return of – 7.02%, at market value. This compares with a return of 0.98% for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index. Over the same period, the fund’s other benchmark, the MFS Multimarket Income Trust Blended Index (“Blended Index”), generated a return of – 1.33%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

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

Market Environment

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

Bond yields rose in the US during the period but remained low by historical standards, while yields in many developed markets fell. Outside of emerging markets, where spreads and currencies came under pressure, credit spreads remained quite tight, particularly in US high yield corporates. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the period’s second half, especially outside the US. Tighter financial conditions from rising US rates and a

 

4


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Management Review – continued

 

strong dollar combined with trade uncertainty helped expose structural weaknesses in several emerging markets in the second half of the period.

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

Factors Affecting Performance

Relative to the Blended Index, bond selection within the industrials sector held back performance. Additionally, the fund’s greater exposure to “BBB”- rated (r) securities, as well as its lesser exposure to “C” and “CCC”- rated securities, in particular within the industrials sector, also detracted from relative performance.

Conversely, the fund’s lesser exposure to the government related sovereign sector, and a greater exposure to the industrials sector, contributed to relative performance. The fund’s yield curve (y) positioning was another positive factor for relative results. The fund had less exposure than the benchmark to the front end of the US Treasury yield curve, where rates increased the most over the period.

The fund employs leverage and, to the extent that investments are purchased through the use of leverage, the fund’s net asset value may increase or decrease at a greater rate than a comparable unleveraged fund. During the reporting period, the use of leverage was a positive contributor to relative performance.

Respectfully,

Portfolio Manager(s)

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

 

(r)

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

(y)

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

 

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Management Review – continued

 

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

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

 

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PERFORMANCE SUMMARY THROUGH 10/31/18

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

Price Summary for MFS Multimarket Income Trust

                 Date        Price     

 

Year Ended 10/31/18

     Net Asset Value      10/31/18        $6.06  
            10/31/17        $6.67  
     New York Stock Exchange Price      10/31/18        $5.24  
            11/06/17  (high) (t)       $6.19  
            10/30/18  (low) (t)       $5.21  
              10/31/17        $6.16    

Total Returns vs Benchmark(s)

 

         

 

Year Ended 10/31/18

     MFS Multimarket Income Trust at       
    

New York Stock Exchange Price (r)

       (7.02)%    
    

Net Asset Value (r)

       (0.69)%    
     Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)         0.98%    
     MFS Multimarket Income Trust Blended Index (f)(w)        (1.33)%    
     Bloomberg Barclays Global Aggregate Credit Bond Index (f)        (2.88)%    
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)        (1.75)%    
 
         JPMorgan Emerging Markets Bond Index Global (f)        (5.27)%      

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period November 1, 2017 through October 31, 2018.

 

(w)

As of October 31, 2018, the MFS Multimarket Income Trust Blended Index was comprised of 50% Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 20% JPMorgan Emerging Markets Bond Index Global, 20% Bloomberg Barclays Global Aggregate Credit Bond Index, and 10% Bloomberg Barclays U.S. Government/Mortgage Bond Index.

 

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Performance Summary – continued

 

Benchmark Definition(s)

Bloomberg Barclays Global Aggregate Credit Bond Index – a subset of the Global Aggregate Index, and contains investment grade credit securities from the U.S. Aggregate, Pan-European Aggregate, Asian-Pacific Aggregate, Eurodollar, 144A, and Euro-Yen indices. Credit securities are publicly issued corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity and quality requirements.

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

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

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

It is not possible to invest directly in an index.

Notes to Performance Summary

The fund’s shares may trade at a discount or premium to net asset value. When fund shares trade at a premium, buyers pay more than the net asset value underlying fund shares, and shares purchased at a premium would receive less than the amount paid for them in the event of the fund’s concurrent liquidation.

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

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

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

 

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

 

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PORTFOLIO MANAGERS’ PROFILES

 

Portfolio Manager   Primary Role   Since   Title and Five Year History
Robert Spector   Lead Portfolio
Manager
  2017   Investment Officer of MFS; employed in the investment management area of MFS since 2011.
Ward Brown   Emerging Markets

Debt Instruments

Portfolio Manager

  2012   Investment Officer of MFS; employed in the investment management area of MFS since 2005.
David Cole   Below Investment
Grade Debt
Instruments

Portfolio Manager

  2006   Investment Officer of MFS; employed in the investment management area of MFS since 2004.
Pilar Gomez-Bravo   Debt Instruments

Portfolio Manager

  2013   Investment Officer of MFS; employed in the investment management area of MFS since 2013.
Robert Persons   Investment Grade

Debt Instruments

Portfolio Manager

  2013   Investment Officer of MFS; employed in the investment management area of MFS since 2000.
Matt Ryan   Emerging Markets

Debt Instruments

Portfolio Manager

  2004   Investment Officer of MFS; employed in the investment management area of MFS since 1997.
Michael Skatrud   Below Investment
Grade Debt
Instruments
Portfolio Manager
  2018   Investment Officer of MFS; employed in the investment management area of MFS since 2013.

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

 

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DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

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

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

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

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

 

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PORTFOLIO OF INVESTMENTS

10/31/18

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

 

Bonds - 121.0%

 

Issuer    Shares/Par     Value ($)  
Aerospace - 1.0%

 

Dae Funding LLC, 5%, 8/01/2024 (n)    $ 1,555,000     $ 1,516,125  
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027      290,000       268,534  
L3 Technologies, Inc., 3.85%, 6/15/2023      600,000       598,149  
Lockheed Martin Corp., 3.55%, 1/15/2026      406,000       396,343  
TransDigm, Inc., 6.5%, 7/15/2024      800,000       808,672  
TransDigm, Inc., 6.375%, 6/15/2026      635,000       622,300  
    

 

 

 
      $ 4,210,123  
Apparel Manufacturers - 0.2%

 

Coach, Inc., 4.125%, 7/15/2027    $ 673,000     $ 629,840  
Asset-Backed & Securitized - 2.3%

 

Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.894% (LIBOR - 1mo. + 1.6%), 12/28/2040 (z)    $ 1,293,266     $ 1,212,748  
Chesapeake Funding II LLC, 2016-1A, “A2”, FLR, 3.43% (LIBOR -1mo. + 1.15%), 3/15/2028 (n)      477,830       479,143  
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)      3,545,404       425,448  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 4.145% (LIBOR - 3mo. + 1.7%), 7/18/2031 (z)      2,500,000       2,499,965  
Lehman Brothers Commercial Conduit Mortgage Trust, 0.955%, 2/18/2030 (i)      75,360       1  
Loomis, Sayles & Co., CLO, 2015-2A, “A1R”, FLR, 3.336% (LIBOR - 3mo. + 0.9%), 4/15/2028 (n)      2,500,000       2,495,110  
Octagon Investment Partners XVII Ltd., 2013-1A, “BR2”, FLR, 3.89% (LIBOR - 3mo. + 1.4%), 1/25/2031 (n)      2,139,000       2,113,052  
    

 

 

 
      $ 9,225,467  
Automotive - 1.8%

 

Allison Transmission, Inc., 5%, 10/01/2024 (n)    $ 1,715,000     $ 1,664,613  
Ferrari N.V., 1.5%, 3/16/2023    EUR 1,100,000       1,252,045  
General Motors Financial Co., Inc., 3.45%, 4/10/2022    $ 486,000       473,099  
General Motors Financial Co., Inc., 4.35%, 1/17/2027      195,000       181,128  
IHO Verwaltungs GmbH, 4.75%, (4.75% cash or 5.5% PIK) 9/15/2026 (n)(p)      970,000       873,000  
Jaguar Land Rover Automotive PLC, 3.875%, 3/01/2023    GBP 600,000       705,567  
Jaguar Land Rover Automotive PLC, 4.5%, 10/01/2027 (n)    $ 460,000       365,125  
Lear Corp., 5.25%, 1/15/2025      721,000       738,782  
Volkswagen Bank GmbH, 0.75%, 6/15/2023    EUR 540,000       595,920  
ZF North America Capital, Inc., 4.75%, 4/29/2025 (n)    $ 592,000       572,651  
    

 

 

 
      $ 7,421,930  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Banks & Diversified Financials (Covered Bonds) - 0.2%

 

BPER Banca S.p.A., 5.125% to 5/31/2022, FLR (EUR Swap Rate - 5yr. + 4.910%) to 5/31/2027    EUR 800,000     $ 858,969  
Broadcasting - 2.0%

 

Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029    $ 1,280,000     $ 1,350,400  
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030      150,000       156,750  
Match Group, Inc., 6.375%, 6/01/2024      1,060,000       1,101,075  
Meredith Corp., 6.875%, 2/01/2026 (n)      685,000       685,000  
Netflix, Inc., 5.875%, 2/15/2025      835,000       848,652  
Netflix, Inc., 4.875%, 4/15/2028 (n)      280,000       256,900  
Netflix, Inc., 5.875%, 11/15/2028 (n)      1,065,000       1,046,363  
Netflix, Inc., 4.625%, 5/15/2029 (z)    EUR 305,000       346,322  
WMG Acquisition Corp., 5%, 8/01/2023 (n)    $ 250,000       246,875  
WMG Acquisition Corp., 4.875%, 11/01/2024 (n)      935,000       911,625  
WMG Acquisition Corp., 5.5%, 4/15/2026 (n)      195,000       190,125  
WPP Finance, 3.75%, 9/19/2024      352,000       335,311  
WPP Finance, 2.875%, 9/14/2046    GBP 350,000       348,722  
WPP Finance 2016 Co., 1.375%, 3/20/2025    EUR 350,000       387,413  
    

 

 

 
      $ 8,211,533  
Brokerage & Asset Managers - 0.3%

 

E*TRADE Financial Corp., 2.95%, 8/24/2022    $ 335,000     $ 322,857  
Euroclear Investments S.A., 2.625% to 4/11/2028, FLR (EUR Swap Rate - 5yr. + 2.625%) to 4/11/2048    EUR 300,000       335,547  
Intercontinental Exchange, Inc., 2.75%, 12/01/2020    $ 274,000       270,869  
Intercontinental Exchange, Inc., 3.75%, 12/01/2025      450,000       444,962  
    

 

 

 
      $ 1,374,235  
Building - 2.8%

 

ABC Supply Co., Inc., 5.75%, 12/15/2023 (n)    $ 1,120,000     $ 1,106,000  
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n)      800,000       776,000  
Beacon Escrow Corp., 4.875%, 11/01/2025 (n)      975,000       875,062  
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)      451,000       398,246  
Elementia S.A. de C.V., 5.5%, 1/15/2025 (n)      210,000       193,990  
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n)      210,000       195,038  
James Hardie International Finance Ltd., 5%, 1/15/2028 (n)      830,000       753,225  
Martin Marietta Materials, Inc., 3.45%, 6/01/2027      225,000       205,291  
Martin Marietta Materials, Inc., 3.5%, 12/15/2027      357,000       323,181  
Masco Corp., 4.45%, 4/01/2025      170,000       169,314  
Masco Corp., 4.375%, 4/01/2026      791,000       779,800  
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n)      935,000       977,075  
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n)      861,000       839,475  
PGT Escrow Issuer, Inc., 6.75%, 8/01/2026 (n)      380,000       391,400  
PriSo Acquisition Corp., 9%, 5/15/2023 (n)      384,000       393,600  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Building - continued

 

Standard Industries, Inc., 5.375%, 11/15/2024 (n)    $ 1,050,000     $ 1,008,000  
Standard Industries, Inc., 6%, 10/15/2025 (n)      735,000       723,056  
Standard Industries, Inc., 4.75%, 1/15/2028 (n)      596,000       532,675  
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023      995,000       962,662  
    

 

 

 
      $ 11,603,090  
Business Services - 3.1%

 

Alliance Data Systems Corp., 5.875%, 11/01/2021 (n)    $ 360,000     $ 366,228  
Ascend Learning LLC, 6.875%, 8/01/2025 (n)      670,000       666,650  
CDK Global, Inc., 4.875%, 6/01/2027      1,300,000       1,217,125  
Cisco Systems, Inc., 2.2%, 2/28/2021      530,000       517,333  
Equinix, Inc., 5.375%, 4/01/2023      1,065,000       1,080,975  
Equinix, Inc., 5.75%, 1/01/2025      862,000       878,163  
Equinix, Inc., 5.875%, 1/15/2026      530,000       539,275  
Equinix, Inc., 2.875%, 2/01/2026    EUR 600,000       662,600  
Fidelity National Information Services, Inc., 3.875%, 6/05/2024    $ 180,000       178,347  
Fidelity National Information Services, Inc., 5%, 10/15/2025      58,000       60,480  
Fidelity National Information Services, Inc., 3%, 8/15/2026      1,004,000       912,785  
Financial & Risk U.S. Holdings, Inc., 8.25%, 11/15/2026 (n)      975,000       948,187  
First Data Corp., 5%, 1/15/2024 (n)      1,760,000       1,738,000  
MSCI, Inc., 4.75%, 8/01/2026 (n)      920,000       887,800  
Travelport Worldwide Ltd., 6%, 3/15/2026 (n)      930,000       932,325  
Vantiv LLC/Vantiv Issuer Corp, 4.375%, 11/15/2025 (n)      845,000       797,469  
Verscend Escrow Corp., 9.75%, 8/15/2026 (z)      400,000       401,000  
    

 

 

 
      $ 12,784,742  
Cable TV - 5.2%

 

Altice Financing S.A., 6.625%, 2/15/2023 (n)    $ 525,000     $ 519,645  
Altice Financing S.A., 7.5%, 5/15/2026 (n)      200,000       188,000  
Altice U.S. Finance I Corp., 5.5%, 5/15/2026 (z)      665,000       647,750  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024      1,545,000       1,560,450  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n)      805,000       787,894  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)      1,705,000       1,687,950  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n)      840,000       825,300  
Cequel Communications Holdings I LLC, 7.5%, 4/01/2028 (z)      450,000       466,412  
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035      347,000       358,355  
CSC Holdings LLC, 5.5%, 4/15/2027 (n)      1,795,000       1,723,200  
DISH DBS Corp., 5%, 3/15/2023      675,000       590,625  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Cable TV - continued

 

DISH DBS Corp., 5.875%, 11/15/2024    $ 755,000     $ 641,750  
Intelsat Connect Finance, 9.5%, 2/15/2023 (n)      310,000       297,600  
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023      930,000       832,350  
Shaw Communications, Inc., 5.65%, 10/01/2019    CAD 417,000       324,819  
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n)    $ 540,000       525,150  
Sirius XM Radio, Inc., 6%, 7/15/2024 (n)      1,215,000       1,242,095  
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n)      650,000       643,906  
Sirius XM Radio, Inc., 5.375%, 7/15/2026 (n)      388,000       379,270  
Sky PLC, 2.5%, 9/15/2026    EUR 600,000       729,279  
Telenet Finance Luxembourg S.A., 5.5%, 3/01/2028 (n)    $ 1,000,000       927,500  
Time Warner Cable, Inc., 4.5%, 9/15/2042      210,000       168,794  
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n)      1,230,000       1,263,825  
Videotron Ltd., 5.375%, 6/15/2024 (n)      215,000       214,731  
Videotron Ltd., 5.125%, 4/15/2027 (n)      1,615,000       1,530,212  
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n)      930,000       862,575  
VTR Finance B.V., 6.875%, 1/15/2024 (n)      200,000       202,500  
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n)      1,105,000       1,011,075  
    

 

 

 
      $ 21,153,012  
Chemicals - 2.2%

 

Air Liquide Finance Co., 2.25%, 9/27/2023 (n)    $ 493,000     $ 459,761  
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n)      1,290,000       1,217,438  
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n)      655,000       667,281  
International Flavors & Fragrances, Inc., 0.5%, 9/25/2021    EUR 275,000       312,969  
OCI N.V., 6.625%, 4/15/2023 (n)    $ 1,215,000       1,245,375  
PolyOne Corp., 5.25%, 3/15/2023      815,000       815,000  
Sasol Chemicals (USA) LLC, 5.875%, 3/27/2024      472,000       475,484  
Sasol Financing International PLC, 4.5%, 11/14/2022      1,000,000       971,290  
Sasol Financing USA LLC, 6.5%, 9/27/2028      1,223,000       1,237,777  
SPCM S.A., 4.875%, 9/15/2025 (n)      1,100,000       1,017,500  
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 6.5%, 10/01/2026 (n)    EUR 625,000       691,837  
    

 

 

 
      $ 9,111,712  
Computer Software - 0.8%

 

Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n)    $ 840,000     $ 851,568  
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n)      600,000       621,749  
Microsoft Corp., 4.1%, 2/06/2037      922,000       923,850  
Ubisoft Entertainment S.A., 1.289%, 1/30/2023    EUR 500,000       565,941  
VeriSign, Inc., 4.75%, 7/15/2027    $ 405,000       381,328  
    

 

 

 
      $ 3,344,436  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Computer Software - Systems - 1.3%

 

Apple, Inc., 3.05%, 7/31/2029    GBP 450,000     $ 622,613  
Apple, Inc., 4.5%, 2/23/2036    $ 1,100,000       1,143,895  
Apple, Inc., 4.25%, 2/09/2047      135,000       131,177  
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024      160,000       161,600  
CDW LLC/CDW Finance Corp., 5%, 9/01/2025      270,000       263,250  
Fair Isaac Corp., 5.25%, 5/15/2026 (n)      965,000       951,731  
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)      655,000       671,375  
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n)      1,415,000       1,415,000  
    

 

 

 
      $ 5,360,641  
Conglomerates - 2.6%

 

Amsted Industries Co., 5%, 3/15/2022 (n)    $ 1,510,000     $ 1,481,687  
BWX Technologies, Inc., 5.375%, 7/15/2026 (n)      995,000       997,488  
Colfax Corp., 3.25%, 5/15/2025    EUR 400,000       453,128  
EnerSys, 5%, 4/30/2023 (n)    $ 1,540,000       1,520,750  
Entegris, Inc., 4.625%, 2/10/2026 (n)      1,475,000       1,370,364  
Gates Global LLC, 6%, 7/15/2022 (n)      457,000       454,715  
Roper Technologies, Inc., 4.2%, 9/15/2028      343,000       336,648  
Smiths Group PLC, 2%, 2/23/2027    EUR 400,000       448,901  
Stevens Holding Co., Inc., 6.125%, 10/01/2026 (n)    $ 820,000       817,023  
Thyssenkrupp AG, 1.375%, 3/03/2022    EUR 650,000       730,283  
TriMas Corp., 4.875%, 10/15/2025 (n)    $ 1,180,000       1,115,489  
United Technologies Corp., 4.625%, 11/16/2048      458,000       440,591  
Wabtec Corp., 4.7%, 9/15/2028      364,000       351,893  
    

 

 

 
      $ 10,518,960  
Construction - 0.7%

 

Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d)    $ 590,000     $ 88,500  
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (a)(d)(n)      914,000       127,640  
Mattamy Group Corp., 6.5%, 10/01/2025 (n)      1,285,000       1,207,900  
Toll Brothers Finance Corp., 4.875%, 11/15/2025      345,000       326,025  
Toll Brothers Finance Corp., 4.35%, 2/15/2028      1,015,000       895,738  
    

 

 

 
      $ 2,645,803  
Consumer Products - 1.5%

 

Coty, Inc., 4%, 4/15/2023 (z)    EUR 300,000     $ 331,300  
Coty, Inc., 6.5%, 4/15/2026 (n)    $ 1,385,000       1,291,512  
Energizer Gamma Acquisition, Inc., 6.375%, 7/15/2026 (n)      720,000       720,000  
JAB Holdings B.V., 2%, 5/18/2028    EUR 600,000       671,261  
JAB Holdings B.V., 2.5%, 6/25/2029      500,000       574,676  
Prestige Brands, Inc., 6.375%, 3/01/2024 (n)    $ 685,000       676,438  
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)      500,000       497,193  
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)      396,000       361,703  
Spectrum Brands, Inc., 6.125%, 12/15/2024      165,000       164,175  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Consumer Products - continued

 

Spectrum Brands, Inc., 5.75%, 7/15/2025    $ 995,000     $ 967,638  
    

 

 

 
      $ 6,255,896  
Consumer Services - 1.9%

 

Cimpress N.V., 7%, 6/15/2026 (z)    $ 665,000     $ 664,169  
Frontdoor, Inc., 6.75%, 8/15/2026 (n)      605,000       617,100  
G4S International Finance PLC, 1.5%, 1/09/2023    EUR 550,000       630,334  
IHS Markit Ltd., 4%, 3/01/2026 (n)    $ 165,000       155,290  
ManpowerGroup, 1.75%, 6/22/2026    EUR 450,000       512,204  
Matthews International Corp., 5.25%, 12/01/2025 (n)    $ 1,005,000       942,188  
NVA Holdings, Inc., 6.875%, 4/01/2026 (n)      635,000       627,063  
Priceline Group, Inc., 1.8%, 3/03/2027    EUR 550,000       629,083  
Priceline Group, Inc., 3.55%, 3/15/2028    $ 238,000       222,594  
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n)      1,015,000       976,937  
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2027 (n)      1,052,000       648,211  
Visa, Inc., 2.8%, 12/14/2022      542,000       528,140  
Visa, Inc., 4.15%, 12/14/2035      465,000       464,497  
Visa, Inc., 3.65%, 9/15/2047      273,000       244,467  
    

 

 

 
      $ 7,862,277  
Containers - 3.1%

 

ARD Finance S.A., 7.125%, 9/15/2023    $ 670,000     $ 649,481  
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023 (p)(z)      245,000       229,722  
Ball Corp., 5.25%, 7/01/2025      330,000       333,300  
Berry Global Group, Inc., 5.5%, 5/15/2022      1,155,000       1,155,000  
Berry Global Group, Inc., 6%, 10/15/2022      680,000       694,450  
Crown American LLC, 4.5%, 1/15/2023      1,147,000       1,124,060  
Crown Americas LLC/Crown Americas Capital Corp., 4.75%, 2/01/2026 (n)      420,000       396,375  
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026      590,000       535,425  
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n)      810,000       757,350  
Multi-Color Corp., 6.125%, 12/01/2022 (n)      1,426,000       1,442,042  
Reynolds Group, 5.75%, 10/15/2020      581,465       581,465  
Reynolds Group, 5.125%, 7/15/2023 (n)      725,000       708,687  
San Miguel Industrias PET S.A., 4.5%, 9/18/2022      839,000       801,245  
Sealed Air Corp., 4.875%, 12/01/2022 (n)      1,110,000       1,098,900  
Sealed Air Corp., 5.125%, 12/01/2024 (n)      370,000       359,825  
Sealed Air Corp., 5.5%, 9/15/2025 (n)      195,000       192,563  
Silgan Holdings, Inc., 4.75%, 3/15/2025      890,000       844,387  
W/S Packaging Group, Inc., 9%, 4/15/2023 (n)      650,000       663,000  
    

 

 

 
      $ 12,567,277  

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Electrical Equipment - 0.4%

 

CommScope Technologies LLC, 5%, 3/15/2027 (n)    $ 1,940,000     $ 1,731,780  
Electronics - 1.0%

 

ASML Holding N.V., 1.375%, 7/07/2026    EUR 800,000     $ 916,565  
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027    $ 767,000       704,290  
Qorvo, Inc., 5.5%, 7/15/2026 (n)      835,000       837,087  
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)      645,000       641,775  
Sensata Technologies B.V., 5%, 10/01/2025 (n)      890,000       858,850  
    

 

 

 
      $ 3,958,567  
Emerging Market Quasi-Sovereign - 7.7%

 

Abu Dhabi Crude Oil, 3.65%, 11/02/2029    $ 1,100,000     $ 1,016,224  
Autoridad del Canal de Panama, 4.95%, 7/29/2035 (n)      201,000       205,022  
Banco de Reservas de la Republica Dominicana, 7%, 2/01/2023 (n)      946,000       956,652  
CNPC (HK) Overseas Capital Ltd., 4.5%, 4/28/2021 (n)      1,242,000       1,264,901  
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 (n)      423,000       389,583  
Empresa Nacional del Petroleo, 3.75%, 8/05/2026      1,306,000       1,202,826  
EQUATE Petrochemical B.V., 4.25%, 11/03/2026      1,034,000       1,001,181  
Eskom Holdings SOC Ltd., 6.35%, 8/10/2028 (n)      1,052,000       1,013,655  
Export-Import Bank of India, 3.375%, 8/05/2026      1,366,000       1,236,074  
Gaz Capital S.A., 4.95%, 2/06/2028 (n)      492,000       468,630  
KazMunayGas National Co., 5.375%, 4/24/2030 (n)      1,002,000       994,485  
KazMunayGas National Co., 6.375%, 10/24/2048 (n)      984,000       998,360  
KazTransGas JSC, 4.375%, 9/26/2027      2,231,000       2,104,422  
Lima Metro Line 2 Finance Ltd., 5.875%, 7/05/2034      1,010,000       1,017,575  
NTPC Ltd., 4.25%, 2/26/2026      1,313,000       1,242,158  
Office Cherifien des Phosphates, 4.5%, 10/22/2025 (n)      371,000       350,595  
Office Cherifien des Phosphates, 6.875%, 4/25/2044 (n)      373,000       389,225  
Petrobras Global Finance B.V., 5.299%, 1/27/2025      1,298,000       1,237,967  
Petrobras Global Finance B.V., 5.999%, 1/27/2028      1,330,000       1,262,170  
Petrobras Global Finance B.V., 5.75%, 2/01/2029      1,322,000       1,220,008  
Petroleos del Peru S.A., 4.75%, 6/19/2032      1,067,000       988,575  
Petroleos Mexicanos, 5.35%, 2/12/2028      1,000,000       890,900  
PT Pertamina Persero, 5.25%, 5/23/2021 (n)      511,000       523,662  
PT Pertamina Persero, 6.5%, 11/07/2048 (z)      1,200,000       1,176,732  
PT Perusahaan Listrik Negara, 2.875%, 10/25/2025 (z)    EUR 500,000       560,662  
PT Perusahaan Listrik Negara, 5.375%, 1/25/2029 (z)    $ 1,228,000       1,200,808  
Rural Electrification Corp. Ltd., 5.25%, 11/13/2023 (z)      1,043,000       1,037,128  
Sinopec Capital (2013) Ltd., 3.125%, 4/24/2023 (n)      666,000       637,175  
Southern Gas Corridor CJSC, 6.875%, 3/24/2026      1,367,000       1,466,351  
State Grid Overseas Investment (2014) Ltd., 4.125%, 5/07/2024 (n)      2,263,000       2,273,912  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Emerging Market Quasi-Sovereign - continued

 

State Oil Company of the Azerbaijan Republic, 6.95%, 3/18/2030    $ 1,152,000     $ 1,221,654  
    

 

 

 
      $ 31,549,272  
Emerging Market Sovereign - 7.9%

 

Arab Republic of Egypt, 7.903%, 2/21/2048    $ 1,120,000     $ 1,001,652  
Dominican Republic, 6.6%, 1/28/2024 (n)      188,000       195,990  
Dominican Republic, 5.875%, 4/18/2024 (n)      206,000       208,822  
Dominican Republic, 5.5%, 1/27/2025 (n)      211,000       208,152  
Dominican Republic, 6.85%, 1/27/2045      1,023,000       1,007,655  
Government of Mongolia, 8.75%, 3/09/2024      941,000       1,011,144  
Government of Ukraine, 7.75%, 9/01/2023      1,061,000       1,009,221  
Government of Ukraine, 7.75%, 9/01/2024      1,289,000       1,208,438  
Government of Ukraine, 9.75%, 11/01/2028 (z)      1,227,000       1,211,417  
Islamic Republic of Pakistan, 6.875%, 12/05/2027      1,092,000       1,008,139  
Oriental Republic of Uruguay, 4.375%, 10/27/2027      377,731       373,009  
Republic of Angola, 8.25%, 5/09/2028      991,000       989,999  
Republic of Argentina, 6.875%, 4/22/2021      1,489,000       1,424,228  
Republic of Argentina, 4.625%, 1/11/2023      1,232,000       1,041,040  
Republic of Argentina, 7.5%, 4/22/2026      1,184,000       1,033,040  
Republic of Argentina, 6.875%, 1/26/2027      1,469,000       1,222,943  
Republic of Colombia, 4.5%, 3/15/2029      1,216,000       1,198,988  
Republic of Colombia, 6.125%, 1/18/2041      435,000       470,239  
Republic of Colombia, 5%, 6/15/2045      1,050,000       993,836  
Republic of Côte d’Ivoire, 5.25%, 3/22/2030    EUR 750,000       776,823  
Republic of Hungary, 7.625%, 3/29/2041    $ 488,000       662,460  
Republic of Indonesia, 2.875%, 7/08/2021 (n)    EUR 375,000       446,491  
Republic of Indonesia, 4.125%, 1/15/2025    $ 1,422,000       1,365,426  
Republic of Indonesia, 4.125%, 1/15/2025 (n)      339,000       325,513  
Republic of Panama, 9.375%, 4/01/2029      423,000       585,855  
Republic of South Africa, 4.875%, 4/14/2026      864,000       799,200  
Republic of South Africa, 5.875%, 6/22/2030      1,037,000       976,076  
Republic of Sri Lanka, 6.125%, 6/03/2025      668,000       586,083  
Republic of Turkey, 6.25%, 9/26/2022      1,292,000       1,251,591  
Republic of Turkey, 7.25%, 12/23/2023      1,244,000       1,234,794  
Republic of Turkey, 6.125%, 10/24/2028      1,380,000       1,229,533  
Russian Federation, 4.75%, 5/27/2026      1,000,000       986,500  
Russian Federation, 5.625%, 4/04/2042 (n)      600,000       609,630  
United Mexican States, 3.75%, 1/11/2028      1,450,000       1,335,464  
United Mexican States, 8.5%, 5/31/2029    MXN 29,290,000       1,402,624  
United Mexican States, 4.6%, 2/10/2048    $ 817,000       708,764  
    

 

 

 
      $ 32,100,779  

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Energy - Independent - 3.9%

 

Afren PLC, 11.5%, 2/01/2016 (a)(d)(z)    $ 326,905     $ 817  
Afren PLC, 10.25%, 4/08/2019 (a)(d)(z)      213,708       267  
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024      1,245,000       1,111,163  
Callon Petroleum Co., 6.375%, 7/01/2026      930,000       923,025  
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n)      1,290,000       1,227,112  
Diamondback Energy, Inc., 5.375%, 5/31/2025      2,230,000       2,218,850  
Gulfport Energy Corp., 6%, 10/15/2024      720,000       673,200  
Gulfport Energy Corp., 6.375%, 5/15/2025      415,000       394,250  
Hunt Oil Co. of Peru LLC, 6.375%, 6/01/2028      998,000       1,012,471  
Indigo Natural Resources LLC, 6.875%, 2/15/2026 (n)      870,000       822,150  
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas Finance Corp., 6%, 8/01/2026 (n)      895,000       883,813  
Oasis Petroleum, Inc., 6.25%, 5/01/2026 (n)      845,000       830,213  
Parsley Energy LLC/Parsley Finance Corp., 5.25%, 8/15/2025 (n)      225,000       217,406  
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)      1,365,000       1,345,576  
PDC Energy, Inc., 6.125%, 9/15/2024      178,000       169,990  
QEP Resources, Inc., 5.25%, 5/01/2023      1,230,000       1,177,725  
Sanchez Energy Corp., 6.125%, 1/15/2023      710,000       262,700  
SM Energy Co., 6.75%, 9/15/2026      1,265,000       1,268,162  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)      422,000       392,878  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026      1,025,000       954,265  
    

 

 

 
      $ 15,886,033  
Energy - Integrated - 0.1%

 

Eni S.p.A., 4%, 9/12/2023 (n)    $ 329,000     $ 321,999  
Entertainment - 1.2%

 

Cinemark USA, Inc., 5.125%, 12/15/2022    $ 1,045,000     $ 1,047,612  
Cinemark USA, Inc., 4.875%, 6/01/2023      1,130,000       1,103,162  
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n)      985,000       982,538  
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)      1,970,000       1,861,650  
    

 

 

 
      $ 4,994,962  
Financial Institutions - 1.2%

 

AerCap Ireland Capital Ltd., 4.625%, 10/30/2020    $ 150,000     $ 152,287  
AerCap Ireland Capital Ltd., 3.65%, 7/21/2027      650,000       583,202  
Avolon Holdings Funding Ltd., 5.125%, 10/01/2023      975,000       956,719  
EXOR N.V., 1.75%, 1/18/2028    EUR 450,000       482,043  
Navient Corp., 7.25%, 1/25/2022    $ 570,000       592,800  
Navient Corp., 7.25%, 9/25/2023      650,000       672,750  

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Financial Institutions - continued

 

Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n)    $ 1,620,000     $ 1,604,205  
    

 

 

 
      $ 5,044,006  
Food & Beverages - 3.0%

 

Anheuser-Busch InBev N.V., 1.5%, 4/18/2030    EUR 325,000     $ 350,302  
Anheuser-Busch InBev Worldwide, Inc., 3.75%, 1/15/2022    $ 221,000       221,210  
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023      1,729,000       1,685,844  
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038      209,000       189,977  
Aramark Services, Inc., 4.75%, 6/01/2026      955,000       909,637  
Aramark Services, Inc., 5%, 2/01/2028 (n)      655,000       621,431  
Coca-Cola Enterprises, Inc., 1.875%, 3/18/2030    EUR 325,000       373,402  
Constellation Brands, Inc., 4.25%, 5/01/2023    $ 894,000       902,324  
Constellation Brands, Inc., 4.75%, 12/01/2025      313,000       318,919  
Cott Holdings, Inc., 5.5%, 4/01/2025 (n)      1,390,000       1,323,975  
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n)      245,000       236,119  
JBS USA Lux S.A./JBS USA Finance, Inc., 5.875%, 7/15/2024 (n)      1,380,000       1,354,470  
Kraft Heinz Foods Co., 5.2%, 7/15/2045      60,000       56,345  
Kraft Heinz Foods Co., 4.375%, 6/01/2046      256,000       212,993  
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)      750,000       734,603  
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n)      445,000       429,425  
Pilgrim’s Pride Corp., 5.875%, 9/30/2027 (n)      1,080,000       977,400  
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)      995,000       985,050  
Wm. Wrigley Jr. Co., 2.9%, 10/21/2019 (n)      239,000       238,417  
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n)      124,000       123,988  
    

 

 

 
      $ 12,245,831  
Gaming & Lodging - 2.6%

 

CCM Merger, Inc., 6%, 3/15/2022 (n)    $ 760,000     $ 773,300  
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023      530,000       543,738  
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/01/2025      760,000       763,808  
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026      160,000       159,000  
GLP Capital LP/GLP Financing II, Inc., 5.75%, 6/01/2028      640,000       646,800  
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026 (n)      800,000       782,000  
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025      1,160,000       1,125,200  
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023 (z)      825,000       827,063  
MGM Resorts International, 6.625%, 12/15/2021      465,000       486,943  
MGM Resorts International, 6%, 3/15/2023      480,000       487,200  
MGM Resorts International, 5.75%, 6/15/2025      860,000       836,350  
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021      1,030,000       1,028,712  
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023      450,000       445,500  
Sands China Ltd., 5.4%, 8/08/2028      1,047,000       1,000,551  
Wyndham Hotels Group, LLC, 5.375%, 4/15/2026 (n)      855,000       829,350  
    

 

 

 
      $ 10,735,515  

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Healthcare Revenue - Hospitals - 0.1%

 

Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “C”, 5.45%, 8/15/2028    $ 209,000     $ 215,953  
Industrial - 0.8%

 

Cleaver Brooks, Inc., 7.875%, 3/01/2023 (n)    $ 820,000     $ 824,100  
Investor AB, 1.5%, 9/12/2030    EUR 400,000       453,778  
Kaefer Isoliertechnik GmbH & Co, 5.5%, 1/10/2024 (n)      550,000       635,834  
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n)    $ 1,250,000       1,175,000  
    

 

 

 
      $ 3,088,712  
Insurance - 0.6%

 

American International Group, Inc., 1.875%, 6/21/2027    EUR 400,000     $ 448,796  
Argentum Zurich Insurance, 3.5%, 10/01/2046      500,000       593,640  
AssuredPartners Inc., 7%, 8/15/2025 (n)    $ 950,000       934,563  
Unum Group, 4%, 3/15/2024      259,000       255,229  
    

 

 

 
      $ 2,232,228  
Insurance - Health - 1.0%

 

Aetna, Inc., 2.8%, 6/15/2023    $ 460,000     $ 438,754  
Centene Corp., 6.125%, 2/15/2024      540,000       564,300  
Centene Corp., 5.375%, 6/01/2026 (n)      1,439,000       1,460,585  
Halfmoon Parent, Inc., 4.125%, 11/15/2025 (n)      522,000       515,942  
UnitedHealth Group, Inc., 4.625%, 7/15/2035      1,009,000       1,037,766  
    

 

 

 
      $ 4,017,347  
Insurance - Property & Casualty - 1.5%

 

Berkshire Hathaway, Inc., 2.75%, 3/15/2023    $ 359,000     $ 348,454  
Chubb INA Holdings, Inc., 2.3%, 11/03/2020      144,000       141,223  
Chubb INA Holdings, Inc., 2.875%, 11/03/2022      336,000       328,124  
Chubb INA Holdings, Inc., 1.55%, 3/15/2028    EUR 100,000       112,678  
Chubb INA Holdings, Inc., 2.5%, 3/15/2038      227,000       255,499  
CNA Financial Corp., 5.875%, 8/15/2020    $ 700,000       728,825  
Hiscox Ltd., 6.125%, 11/24/2045    GBP 350,000       467,327  
Hub International Ltd., 7%, 5/01/2026 (n)    $ 865,000       844,240  
Liberty Mutual Group, Inc., 4.25%, 6/15/2023      567,000       568,824  
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024      315,000       307,827  
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047      197,000       183,192  
QBE Capital Funding III Ltd., 7.5%, 5/24/2041    GBP 300,000       410,737  
Wand Merger Corp., 8.125%, 7/15/2023 (n)    $ 840,000       854,700  
XLIT Ltd., 3.25% to 6/29/2027, FLR (EURIBOR - 3mo. + 2.9%) to 6/29/2047    EUR 500,000       556,839  
    

 

 

 
      $ 6,108,489  

 

21


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

International Market Quasi-Sovereign - 0.2%

 

Bank of Iceland, 1.75%, 9/07/2020    EUR 500,000     $ 579,263  
Landsbanki Islands HF, 1.125% to 1/19/2023, FLR (EUR Swap     
Rate - 1yr. + 0.75%) to 1/19/2024      350,000       388,829  
    

 

 

 
      $ 968,092  
International Market Sovereign - 0.0%

 

Government of Japan, 2.4%, 3/20/2037    JPY 12,200,000     $ 142,278  
Local Authorities - 0.2%

 

Province of Alberta, 4.5%, 12/01/2040    CAD 410,000     $ 365,990  
Province of British Columbia, 2.3%, 6/18/2026      595,000       431,083  
    

 

 

 
      $ 797,073  
Machinery & Tools - 0.3%

 

Ashtead Capital, Inc., 5.625%, 10/01/2024 (n)    $ 1,125,000     $ 1,153,125  
Major Banks - 5.1%

 

Bank of America Corp., 2.625%, 4/19/2021    $ 1,661,000     $ 1,629,544  
Bank of America Corp., 3.248%, 10/21/2027      1,532,000       1,407,071  
Bank of New York Mellon Corp., 2.95%, 1/29/2023      661,000       642,757  
Bank of New York Mellon Corp., 3.442% to 2/07/2027, FLR (LIBOR - 3mo. + 1.069%) to 2/07/2028      647,000       621,119  
Bankia S.A., 6%, 7/18/2065    EUR 600,000       671,882  
Barclays Bank PLC, 6%, 1/14/2021      500,000       625,063  
Credit Agricole S.A., 7.375%, 12/18/2023    GBP 200,000       315,472  
Credit Suisse Group AG, 1.25% to 7/17/2024, FLR (EUR Swap Rate - 1yr. + 0.75%) to 7/17/2025    EUR 500,000       557,812  
Goldman Sachs Group, Inc., 2.625%, 4/25/2021    $ 1,275,000       1,246,784  
Goldman Sachs Group, Inc., 3%, 4/26/2022      1,250,000       1,216,710  
HSBC Holdings PLC, 4.375%, 11/23/2026      399,000       386,912  
JPMorgan Chase & Co., 3.25%, 9/23/2022      1,918,000       1,891,629  
JPMorgan Chase & Co., 2.95%, 10/01/2026      1,137,000       1,041,880  
JPMorgan Chase & Co., 4.26% to 2/22/2047, FLR (LIBOR - 3mo. + 1.58%) to 2/22/2048      600,000       552,499  
Morgan Stanley, 2.5%, 4/21/2021      1,250,000       1,217,885  
Morgan Stanley, 3.125%, 7/27/2026      572,000       523,841  
Morgan Stanley, 2.625%, 3/09/2027    GBP 250,000       315,181  
Morgan Stanley, 3.95%, 4/23/2027    $ 988,000       933,425  
PNC Bank N.A., 2.6%, 7/21/2020      1,067,000       1,054,182  
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028      1,027,000       975,099  
UBS Group AG, 6.875% to 8/07/2025, FLR (Swap Rate - 5yr. + 4.59%) to 12/29/2049      990,000       977,625  
UBS Group Funding (Jersey) Ltd., 1.5%, 11/30/2024    EUR 500,000       573,060  

 

22


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Major Banks - continued

 

UBS Group Funding (Switzerland) AG, 2.859% to 8/15/2022, FLR (LIBOR - 3mo. + 0.954%) to 8/15/2023 (n)    $ 1,250,000     $ 1,197,533  
    

 

 

 
      $ 20,574,965  
Medical & Health Technology & Services - 4.4%

 

Avantor, Inc., 9%, 10/01/2025 (n)    $ 670,000     $ 675,615  
Becton, Dickinson and Co., 1.401%, 5/24/2023    EUR 700,000       800,534  
Becton, Dickinson and Co., 3.734%, 12/15/2024    $ 66,000       63,978  
Becton, Dickinson and Co., 4.685%, 12/15/2044      270,000       252,220  
DaVita, Inc., 5.052%, 5/01/2025      590,000       557,550  
Encompass Health Corp., 5.75%, 9/15/2025      370,000       366,300  
HCA, Inc., 7.5%, 2/15/2022      835,000       905,975  
HCA, Inc., 5%, 3/15/2024      785,000       794,322  
HCA, Inc., 5.375%, 2/01/2025      1,820,000       1,831,375  
HCA, Inc., 5.875%, 2/15/2026      805,000       823,113  
HCA, Inc., 5.25%, 6/15/2026      471,000       479,243  
HealthSouth Corp., 5.125%, 3/15/2023      1,120,000       1,120,000  
HealthSouth Corp., 5.75%, 11/01/2024      25,000       24,938  
Heartland Dental, LLC, 8.5%, 5/01/2026 (n)      675,000       642,938  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      364,000       337,888  
Life Technologies Corp., 6%, 3/01/2020      363,000       374,565  
Northwell Healthcare, Inc., 3.979%, 11/01/2046      81,000       71,439  
Northwell Healthcare, Inc., 4.26%, 11/01/2047      532,000       483,603  
Polaris, 8.5%, (8.5% cash or 8.5% PIK) 12/01/2022 (n)(p)      1,055,000       1,081,375  
Quintiles IMS Holdings, Inc., 2.875%, 9/15/2025 (z)    EUR 550,000       608,162  
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n)    $ 825,000       795,094  
Tenet Healthcare Corp., 8.125%, 4/01/2022      850,000       885,062  
Tenet Healthcare Corp., 6.75%, 6/15/2023      735,000       730,406  
Thermo Fisher Scientific, Inc., 3%, 4/15/2023      367,000       353,708  
Thermo Fisher Scientific, Inc., 2.95%, 9/19/2026      245,000       223,727  
Thermo Fisher Scientific, Inc., 3.2%, 8/15/2027      938,000       865,033  
Universal Health Services, Inc., 7.625%, 8/15/2020      1,010,000       1,011,262  
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n)      985,000       923,437  
    

 

 

 
      $ 18,082,862  
Medical Equipment - 0.7%

 

Abbott Laboratories, 4.9%, 11/30/2046    $ 750,000     $ 772,793  
Teleflex, Inc., 5.25%, 6/15/2024      1,005,000       1,015,050  
Teleflex, Inc., 4.875%, 6/01/2026      445,000       433,875  
Teleflex, Inc., 4.625%, 11/15/2027      695,000       648,088  
    

 

 

 
      $ 2,869,806  

 

23


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Metals & Mining - 3.0%

 

Baffinland Iron Mines Corp./Baffinland Iron Mines LP, 8.75%, 7/15/2026 (n)    $ 815,000     $ 821,112  
Cameco Corp., 5.67%, 9/02/2019    CAD 420,000       325,832  
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n)    $ 670,000       618,913  
Freeport-McMoRan Copper & Gold, Inc., 5.4%, 11/14/2034      970,000       848,750  
Freeport-McMoRan, Inc., 6.875%, 2/15/2023      1,707,000       1,787,656  
Glencore Funding LLC, 3%, 10/27/2022 (n)      885,000       846,276  
Kaiser Aluminum Corp., 5.875%, 5/15/2024      1,155,000       1,156,444  
Kinross Gold Corp., 5.95%, 3/15/2024      216,000       220,860  
Kinross Gold Corp., 4.5%, 7/15/2027      122,000       109,190  
Lundin Mining Corp., 7.875%, 11/01/2022 (n)      445,000       463,512  
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n)      1,375,000       1,384,419  
Novelis Corp., 5.875%, 9/30/2026 (n)      1,640,000       1,545,700  
Petra Diamonds U.S. Treasury PLC, 7.25%, 5/01/2022 (n)      775,000       744,000  
Southern Copper Corp., 5.875%, 4/23/2045      753,000       784,797  
TMS International Corp., 7.25%, 8/15/2025 (n)      655,000       651,725  
    

 

 

 
      $ 12,309,186  
Midstream - 4.2%

 

AI Candelaria Spain SLU, 7.5%, 12/15/2028 (z)    $ 1,248,000     $ 1,227,782  
APT Pipelines Ltd., 5%, 3/23/2035 (n)      542,000       534,103  
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n)      640,000       652,800  
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.625%, 7/15/2026 (n)      785,000       796,775  
Cheniere Energy, Inc., 5.875%, 3/31/2025      720,000       741,600  
DCP Midstream Operating LP, 4.95%, 4/01/2022      410,000       412,050  
DCP Midstream Operating LP, 3.875%, 3/15/2023      770,000       739,200  
DCP Midstream Operating LP, 5.375%, 7/15/2025 (n)      600,000       608,430  
DCP Midstream Operating LP, 5.6%, 4/01/2044      440,000       398,200  
Dominion Gas Holdings LLC, 2.8%, 11/15/2020      415,000       409,605  
Energy Transfer Equity LP, 5.875%, 1/15/2024      1,175,000       1,235,219  
EnLink Midstream Partners LP, 4.4%, 4/01/2024      880,000       847,997  
MPLX LP, 4.5%, 4/15/2038      371,000       330,577  
ONEOK, Inc., 4.95%, 7/13/2047      928,000       877,239  
Sabine Pass Liquefaction LLC, 5%, 3/15/2027      500,000       502,328  
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028      400,000       380,612  
Tallgrass Energy LP, 4.75%, 10/01/2023 (n)      660,000       652,988  
Tallgrass Energy LP, 5.5%, 1/15/2028 (n)      2,220,000       2,194,603  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.375%, 2/01/2027      2,150,000       2,090,875  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023      665,000       663,338  

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Midstream - continued

 

Targa Resources Partners LP/Targa Resources Finance Corp., 5.125%, 2/01/2025 (n)    $ 625,000     $ 607,813  
    

 

 

 
      $ 16,904,134  
Mortgage-Backed - 5.5%

 

Fannie Mae, 5.5%, 1/01/2037 - 8/01/2037    $ 982,503     $ 1,053,254  
Fannie Mae, 4%, 9/01/2040 - 2/01/2045      2,017,951       2,030,467  
Fannie Mae, 3.5%, 3/01/2045 - 1/01/2047      5,245,257       5,122,425  
Freddie Mac, 3.527%, 10/25/2023      1,400,000       1,406,979  
Freddie Mac, 3.062%, 11/25/2023      600,000       592,221  
Freddie Mac, 3.002%, 1/25/2024      1,500,000       1,471,918  
Freddie Mac, 3.329%, 5/25/2025      5,000,000       4,950,196  
Freddie Mac, 2.673%, 3/25/2026      1,099,000       1,036,792  
Freddie Mac, 3.194%, 7/25/2027      850,000       817,531  
Freddie Mac, 3.244%, 8/25/2027      138,000       133,093  
Freddie Mac, 4%, 4/01/2044      139,749       140,181  
Freddie Mac, 3.5%, 9/01/2045      3,704,659       3,618,544  
    

 

 

 
      $ 22,373,601  
Municipals - 0.0%

 

Commonwealth of Puerto Rico, Public Improvement, “C-7”, 6%, 7/01/2027    $ 50,000     $ 51,763  
Natural Gas - Distribution - 0.3%

 

Boston Gas Co., 3.15%, 8/01/2027 (n)    $ 420,000     $ 391,655  
GNL Quintero S.A., 4.634%, 7/31/2029 (n)      377,000       364,276  
UGI International LLC, 3.25%, 11/01/2025 (z)    EUR 300,000       341,069  
    

 

 

 
      $ 1,097,000  
Natural Gas - Pipeline - 0.3%

 

Peru LNG, 5.375%, 3/22/2030    $ 1,047,000     $ 1,035,483  
Network & Telecom - 1.0%

 

AT&T, Inc., 4.75%, 5/15/2046    $ 1,175,000     $ 1,014,622  
British Telecommunications PLC, 3.125%, 11/21/2031    GBP 400,000       497,245  
Deutsche Telekom International Finance B.V., 1.5%, 4/03/2028    EUR 400,000       449,386  
Telecom Italia S.p.A., 3%, 9/30/2025      550,000       605,540  
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025    $ 630,000       644,175  
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n)      1,070,000       1,048,814  
    

 

 

 
      $ 4,259,782  
Oil Services - 0.9%

 

Apergy Corp, 6.375%, 5/01/2026 (n)    $ 1,030,000     $ 1,042,875  
Bristow Group, Inc., 6.25%, 10/15/2022      1,155,000       848,925  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Oil Services - continued

 

Diamond Offshore Drill Co., 7.875%, 8/15/2025    $ 440,000     $ 433,400  
Diamond Offshore Drill Co., 5.7%, 10/15/2039      965,000       728,575  
Schlumberger Ltd., 2.65%, 11/20/2022 (n)      720,000       694,166  
    

 

 

 
      $ 3,747,941  
Oils - 0.7%

 

Neste Oyj, 1.5%, 6/07/2024    EUR 500,000     $ 574,313  
Parkland Fuel Corp., 6%, 4/01/2026 (n)    $ 1,695,000       1,656,862  
Phillips 66, 4.875%, 11/15/2044      606,000       588,014  
    

 

 

 
      $ 2,819,189  
Other Banks & Diversified Financials - 1.8%

 

AIB Group PLC, 1.5%, 3/29/2023    EUR 550,000     $ 620,724  
Bangkok Bank (Hong Kong), 4.05%, 3/19/2024 (n)    $ 1,046,000       1,041,215  
Belfius Bank S.A., 3.125%, 5/11/2026    EUR 400,000       466,897  
BPCE S.A., 5.25%, 4/16/2029    GBP 400,000       580,059  
Caixa Geral de Depositos, 5.75%, 6/28/2028    EUR 500,000       584,715  
Citizens Bank N.A., 2.55%, 5/13/2021    $ 256,000       249,099  
Deutsche Bank AG, 1.875%, 2/28/2020    GBP 400,000       508,139  
Groupe BPCE S.A., 4.5%, 3/15/2025 (n)    $ 302,000       291,963  
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022    GBP 250,000       338,032  
Intesa Sanpaolo S.p.A., 2.125%, 8/30/2023    EUR 400,000       445,600  
JSC Kazkommertsbank, 5.5%, 12/21/2022    $ 1,243,000       1,240,514  
Macquarie Group Ltd., 1.25% to 3/05/2024, FLR (EURIBOR - 3mo. + 0.83%) to 3/05/2025    EUR 300,000       328,060  
UniCredit S.p.A., 1%, 1/18/2023      800,000       829,616  
    

 

 

 
      $ 7,524,633  
Pharmaceuticals - 1.0%

 

Bayer Capital Corp. B.V., 1.5%, 6/26/2026    EUR 500,000     $ 562,346  
Celgene Corp., 2.875%, 8/15/2020    $ 600,000       593,379  
Gilead Sciences, Inc., 2.35%, 2/01/2020      667,000       660,427  
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n)      575,000       513,188  
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023 (n)      300,000       257,250  
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n)      885,000       838,537  
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n)      765,000       703,570  
    

 

 

 
      $ 4,128,697  
Pollution Control - 0.1%

 

Republic Services, Inc., 3.95%, 5/15/2028    $ 552,000     $ 539,882  

 

26


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Precious Metals & Minerals - 0.2%

 

Teck Resources Ltd., 6%, 8/15/2040    $ 105,000     $ 102,638  
Teck Resources Ltd., 6.25%, 7/15/2041      730,000       728,175  
    

 

 

 
      $ 830,813  
Printing & Publishing - 0.2%

 

Nielsen Co. Lux S.A.R.L., 5%, 2/01/2025 (n)    $ 105,000     $ 102,080  
Nielsen Finance LLC, 5%, 4/15/2022 (n)      721,000       702,074  
    

 

 

 
      $ 804,154  
Real Estate - Apartment - 0.2%

 

Grand City Properties S.A., 3.75% to 2/18/2022, FLR (EUR Swap

Rate - 5yr. + 3.888%) to 2/18/2027, FLR (EUR Swap Rate - 5yr. +4.138%) to 2/18/2042, FLR (EUR Swap Rate - 5yr. + 4.888%) to 12/31/2049

   EUR 600,000     $ 696,702  
Real Estate - Healthcare - 0.6%

 

MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026    $ 1,090,000     $ 1,051,850  
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027      1,255,000       1,179,323  
    

 

 

 
      $ 2,231,173  
Real Estate - Office - 0.3%

 

Merlin Properties SOCIMI S.A., REIT, 2.225%, 4/25/2023    EUR 550,000     $ 647,381  
Merlin Properties SOCIMI S.A., REIT, 1.875%, 11/02/2026      350,000       382,386  
    

 

 

 
      $ 1,029,767  
Real Estate - Other - 0.5%

 

CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024    $ 1,245,000     $ 1,245,000  
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027      685,000       679,862  
    

 

 

 
      $ 1,924,862  
Restaurants - 0.4%

 

Golden Nugget, Inc., 6.75%, 10/15/2024 (n)    $ 410,000     $ 408,975  
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n)      1,105,000       1,085,663  
    

 

 

 
      $ 1,494,638  
Retailers - 1.1%

 

Best Buy Co., Inc., 5.5%, 3/15/2021    $ 1,329,000     $ 1,378,462  
DriveTime Automotive Group, Inc./DT Acceptance Corp., 8%, 6/01/2021 (n)      670,000       686,750  
Hanesbrands, Inc., 4.625%, 5/15/2024 (n)      300,000       287,250  
Hanesbrands, Inc., 4.875%, 5/15/2026 (n)      1,250,000       1,184,375  

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Retailers - continued

 

Home Depot, Inc., 2.625%, 6/01/2022    $ 585,000     $ 571,126  
Home Depot, Inc., 3%, 4/01/2026      475,000       450,048  
    

 

 

 
      $ 4,558,011  
Specialty Chemicals - 0.6%

 

Mexichem S.A.B. de C.V., 5.875%, 9/17/2044 (n)    $ 540,000     $ 494,716  
Univar USA, Inc., 6.75%, 7/15/2023 (n)      1,760,000       1,808,400  
    

 

 

 
      $ 2,303,116  
Specialty Stores - 0.4%

 

Penske Automotive Group Co., 5.375%, 12/01/2024    $ 190,000     $ 184,538  
Penske Automotive Group Co., 5.5%, 5/15/2026      520,000       494,000  
Rallye S.A., 4.25%, 3/11/2019    EUR 500,000       549,335  
Richemont International S.A., 1.5%, 3/26/2030      500,000       565,411  
    

 

 

 
      $ 1,793,284  
Supermarkets - 0.7%

 

Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024    $ 890,000     $ 841,050  
Casino Guichard Perracho, 4.498%, 3/07/2024    EUR 500,000       539,227  
Eurotorg LLC via Bonitron D.A.C., 8.75%, 10/30/2022    $ 1,003,000       1,008,821  
Loblaw Cos. Ltd., 4.86%, 9/12/2023    CAD 421,000       335,649  
Tesco PLC, 6.15%, 11/15/2037 (n)    $ 112,000       118,025  
    

 

 

 
      $ 2,842,772  
Supranational - 0.2%

 

International Bank for Reconstruction and Development, 2.8%, 1/13/2021    AUD 270,000     $ 193,130  
International Bank for Reconstruction and Development, 4.25%, 6/24/2025      405,000       311,134  
International Finance Corp., 3.25%, 7/22/2019      585,000       417,476  
    

 

 

 
      $ 921,740  
Telecommunications - Wireless - 3.7%

 

Altice France S.A., 6.25%, 5/15/2024 (n)    $ 400,000     $ 383,500  
Altice France S.A., 8.125%, 2/01/2027 (n)      650,000       643,500  
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n)      525,000       488,906  
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n)      895,000       762,988  
American Tower Corp., REIT, 3.5%, 1/31/2023      743,000       727,505  
American Tower Corp., REIT, 4%, 6/01/2025      514,000       499,466  
American Tower Corp., REIT, 1.95%, 5/22/2026    EUR 300,000       341,354  
Crown Castle International Corp., 3.7%, 6/15/2026    $ 741,000       699,887  
Digicel Group Ltd., 6.75%, 3/01/2023 (n)      1,338,000       1,073,745  
Millicom International Cellular S.A., 6.625%, 10/15/2026 (n)      1,018,000       1,028,180  
SBA Communications Corp., 4%, 10/01/2022      1,180,000       1,129,850  

 

28


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Telecommunications - Wireless - continued

 

SBA Communications Corp., 4.875%, 9/01/2024    $ 480,000     $ 463,200  
SBA Tower Trust, 2.898%, 10/15/2044 (n)      439,000       436,551  
Sprint Corp., 7.875%, 9/15/2023      1,570,000       1,675,975  
Sprint Corp., 7.125%, 6/15/2024      1,230,000       1,257,675  
Sprint Nextel Corp., 6%, 11/15/2022      1,050,000       1,059,844  
T-Mobile USA, Inc., 6.5%, 1/15/2024      405,000       419,175  
T-Mobile USA, Inc., 5.125%, 4/15/2025      730,000       719,050  
T-Mobile USA, Inc., 6.5%, 1/15/2026      800,000       842,000  
T-Mobile USA, Inc., 5.375%, 4/15/2027      620,000       606,050  
    

 

 

 
      $ 15,258,401  
Telephone Services - 0.5%

 

Level 3 Financing, Inc., 5.375%, 1/15/2024    $ 390,000     $ 386,100  
Level 3 Financing, Inc., 5.375%, 5/01/2025      1,170,000       1,142,213  
TELUS Corp., 5.05%, 7/23/2020    CAD 425,000       333,766  
    

 

 

 
      $ 1,862,079  
Tobacco - 0.2%

 

B.A.T. International Finance PLC, 0.875%, 10/13/2023    EUR 300,000     $ 336,017  
Reynolds American, Inc., 8.125%, 6/23/2019    $ 257,000       264,942  
Reynolds American, Inc., 3.25%, 6/12/2020      69,000       68,767  
    

 

 

 
      $ 669,726  
Transportation - Services - 0.9%

 

Autostrade per l’Italia S.p.A., 6.25%, 6/09/2022    GBP 300,000     $ 406,971  
Compagnie Financial et Indus Unternehmensanleihe, 0.75%, 9/09/2028    EUR 500,000       531,779  
Heathrow Funding Ltd., 1.875%, 7/12/2032      300,000       335,124  
Heathrow Funding Ltd., 4.625%, 10/31/2046    GBP 200,000       309,869  
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022    $ 1,108,000       1,030,440  
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n)      585,000       508,950  
Transurban Finance Co., 1.75%, 3/29/2028    EUR 500,000       561,439  
    

 

 

 
      $ 3,684,572  
U.S. Treasury Obligations - 10.9%

 

U.S. Treasury Bonds, 3.5%, 2/15/2039    $ 500,000     $ 513,516  
U.S. Treasury Bonds, 3.125%, 11/15/2041 (f)      15,450,000       14,822,947  
U.S. Treasury Bonds, 3%, 5/15/2047      2,000,000       1,852,422  
U.S. Treasury Bonds, 3%, 2/15/2048      568,300       525,522  
U.S. Treasury Notes, 2.625%, 7/15/2021      12,953,000       12,851,805  
U.S. Treasury Notes, 2.75%, 2/15/2024 (f)      14,000,000       13,823,906  
    

 

 

 
      $ 44,390,118  

 

29


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued

 

Utilities - Electric Power - 3.7%

 

Clearway Energy Operating LLC, 5.75%, 10/15/2025 (n)    $ 995,000     $ 980,075  
Covanta Holding Corp., 6.375%, 10/01/2022      320,000       326,800  
Covanta Holding Corp., 5.875%, 3/01/2024      1,175,000       1,172,062  
Covanta Holding Corp., 5.875%, 7/01/2025      555,000       538,350  
Covanta Holding Corp., 6%, 1/01/2027      910,000       878,150  
Drax Finco PLC, 6.625%, 11/01/2025 (n)      890,000       887,775  
Duke Energy Florida LLC, 3.2%, 1/15/2027      589,000       559,735  
EDP Finance B.V., 5.25%, 1/14/2021 (n)      200,000       204,660  
Emera U.S. Finance LP, 2.7%, 6/15/2021      142,000       137,672  
Emera U.S. Finance LP, 3.55%, 6/15/2026      162,000       150,152  
Enel Finance International N.V., 3.5%, 4/06/2028 (z)      430,000       361,348  
Enel S.p.A., 8.75% to 9/24/2023, FLR (Swap Rate - 5yr. + 5.880%) to 9/24/2043, FLR (Swap Rate-5yr. + 6.63%) to 9/24/2073 (n)      500,000       540,000  
Enel S.p.A., 6.625% to 9/15/2021, FLR (GBP Swap Rate - 5yr. + 4.089%) to 9/15/2026, FLR (GBP Swap Rate - 5yr. + 4.339%) to 9/15/2041, FLR (GBP Swap Rate - 5yr. + 5.089%) to 9/15/2076    GBP 230,000       314,198  
Engie Energia Chile S.A., 4.5%, 1/29/2025 (n)    $ 609,000       598,424  
Exelon Corp., 3.497%, 6/01/2022      259,000       252,588  
FirstEnergy Corp., 3.9%, 7/15/2027      115,000       109,819  
Greenko Dutch B.V., 5.25%, 7/24/2024      902,000       815,769  
Innogy Finance B.V., 4.75%, 1/31/2034    GBP 300,000       446,165  
Listrindo Capital B.V., 4.95%, 9/14/2026    $ 910,000       808,990  
NextEra Energy Capital Holdings, Inc., 3.55%, 5/01/2027      628,000       597,084  
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n)      1,115,000       1,059,250  
NextEra Energy Operating Co., 4.5%, 9/15/2027 (n)      355,000       327,487  
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n)      555,000       549,450  
PPL Capital Funding, Inc., 5%, 3/15/2044      270,000       271,719  
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n)      183,000       188,633  
Star Energy Geothermal Pte Ltd., 6.75%, 4/24/2033      844,397       758,667  
Transelec S.A., 4.25%, 1/14/2025 (n)      535,000       520,287  
Virginia Electric & Power Co., 3.5%, 3/15/2027      839,000       813,733  
    

 

 

 
      $ 15,169,042  
Total Bonds (Identified Cost, $512,059,144)            $ 493,215,878  
Floating Rate Loans (r) - 0.3%

 

Conglomerates - 0.0%

 

Entegris, Inc., Term Loan B, 4.552%, 4/30/2021    $ 231,390     $ 231,679  
Consumer Products - 0.1%

 

Spectrum Brands, Inc., Term Loan B, 4.35%, 6/23/2022    $ 272,456     $ 272,513  

 

30


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Floating Rate Loans (r) - continued

 

Medical & Health Technology & Services - 0.2%

 

DaVita, Inc., Term Loan B, 5.052%, 6/24/2021    $ 683,234     $ 683,767  
Total Floating Rate Loans (Identified Cost, $1,185,894)

 

  $ 1,187,959  
Common Stocks - 0.2%

 

Energy - Independent - 0.1%                 
Frontera Energy Corp. (a)      20,290     $ 264,379  
Oil Services - 0.1%                 
LTRI Holdings LP (a)(u)      520     $ 462,498  
Total Common Stocks (Identified Cost, $1,974,727)            $ 726,877  
      Strike Price     First Exercise                
Warrants - 0.0%                                 
Forest & Paper Products - 0.0%                                 
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant) (a)    $ 27.17       8/24/18       332     $ 2,988  
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant) (a)      31.25       8/24/18       332       2,490  
Total Warrants (Identified Cost, $0)

 

                  $ 5,478  
Investment Companies (h) - 1.8%

 

                       
Money Market Funds - 1.8%                                 
MFS Institutional Money Market Portfolio, 2.21% (v)
(Identified Cost, $7,352,583)

 

    7,353,431     $ 7,352,696  
Other Assets, Less Liabilities - (23.3)%

 

                    (94,953,790
Net Assets - 100.0%                            $ 407,535,098  

 

(a)

Non-income producing security.

(d)

In default.

(f)

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

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $7,352,696 and $495,136,192, respectively.

(i)

Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

(n)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $165,954,989, representing 40.7% of net assets.

(p)

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

 

31


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Portfolio of Investments – continued

 

(r)

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

(u)

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

(v)

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

(z)

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

 

Restricted Securities    Acquisition
Date
   Cost      Value  
Afren PLC, 11.5%, 2/01/2016    1/27/11      $315,788        $817  
Afren PLC, 10.25%, 4/08/2019    3/01/12      209,874        267  
AI Candelaria Spain SLU, 7.5%, 12/15/2028    10/18/18      1,248,000        1,227,782  
Altice U.S. Finance I Corp., 5.5%, 5/15/2026    1/12/17-3/01/17      686,604        647,750  
ARD Securities Finance, 8.75%, (8.75% cash or 8.75% PIK) 1/31/2023    9/20/18      242,749        229,722  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.894% (LIBOR - 1mo. + 1.6%), 12/28/2040    3/01/06      1,293,266        1,212,748  
Cequel Communications Holdings I LLC, 7.5%, 4/01/2028    6/07/18-6/08/18      457,653        466,412  
Cimpress N.V., 7%, 6/15/2026    10/12/18-10/23/18      670,555        664,169  
Coty, Inc., 4%, 4/15/2023    3/28/18      369,030        331,300  
Enel Finance International N.V., 3.5%, 4/06/2028    10/02/18      377,592        361,348  
Government of Ukraine, 9.75%, 11/01/2028    10/25/18      1,227,000        1,211,417  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 4.145%         
(LIBOR - 3mo. + 1.7%), 7/18/2031    5/17/18      2,500,000        2,499,965  
Marriot Ownership Resorts, Inc., 5.625%, 4/15/2023    8/30/18      829,909        827,063  
Netflix, Inc., 4.625%, 5/15/2029    10/23/18      349,850        346,322  
PT Pertamina Persero, 6.5%, 11/07/2048    10/31/18      1,176,732        1,176,732  
PT Perusahaan Listrik Negara, 2.875%, 10/25/2025    10/24/18      566,896        560,662  
PT Perusahaan Listrik Negara, 5.375%, 1/25/2029    10/18/18      1,215,786        1,200,808  
Quintiles IMS Holdings, Inc., 2.875%, 9/15/2025    10/18/17      657,972        608,162  
Rural Electrification Corp. Ltd., 5.25%, 11/13/2023    10/31/18      1,037,128        1,037,128  
UGI International LLC, 3.25%, 11/01/2025    10/18/18-10/19/18      345,361        341,069  
Verscend Escrow Corp., 9.75%, 8/15/2026    10/05/18-10/25/18      406,362        401,000  
Total Restricted Securities            $15,352,643  
% of Net assets            3.8%  

 

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Portfolio of Investments – continued

 

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

 

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

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

 

AUD   Australian Dollar
CAD   Canadian Dollar
CHF   Swiss Franc
DKK   Danish Krone
EUR   Euro
GBP   British Pound
HKD   Hong Kong Dollar
JPY   Japanese Yen
KRW   South Korean Won
MXN   Mexican Peso
NOK   Norwegian Krone
NZD   New Zealand Dollar
SGD   Singapore Dollar
ZAR   South African Rand

Derivative Contracts at 10/31/18

Forward Foreign Currency Exchange Contracts

 

Currency

Purchased

   

Currency

Sold

  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives        
USD     950,231     AUD   1,329,795   Deutsche Bank AG     1/11/2019       $7,772  
USD     1,243,139     CAD   1,617,261   Merrill Lynch International     1/11/2019       12,769  
USD     285,482     CHF   278,919   Goldman Sachs International     1/11/2019       6,491  
USD     1,744,821     EUR   1,517,113   Deutsche Bank AG     1/11/2019       15,111  
USD     23,246,862     EUR   19,900,195   Goldman Sachs International     1/11/2019       558,008  
USD     836,822     EUR   720,335   Goldman Sachs International     1/14/2019       15,334  
USD     111,968     EUR   96,536   JPMorgan Chase Bank N.A.     1/11/2019       1,905  
USD     10,569,324     EUR   9,002,755   JPMorgan Chase Bank N.A.     12/18/2018       330,473  
USD     7,196,034     GBP   5,444,714   Deutsche Bank AG     1/11/2019       210,210  
USD     339,294     JPY   37,736,752   JPMorgan Chase Bank N.A.     1/11/2019       2,751  
USD     1,727,816     MXN   32,899,000   Goldman Sachs International     1/11/2019       125,855  
USD     11,132     NZD   17,000   NatWest Markets PLC     1/11/2019       30  
           

 

 

 
              $1,286,709  
           

 

 

 

 

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Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts - continued

 

Currency

Purchased

   

Currency

Sold

  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives      
AUD     70,000     USD   49,943   Goldman Sachs International     1/11/2019       $(332
DKK     11,054     USD   1,732   Citibank N.A.     1/11/2019       (42
EUR     423,370     USD   494,121   Deutsche Bank AG     1/11/2019       (11,424
EUR     29,334     USD   33,688   UBS AG     1/11/2019       (243
GBP     99,622     USD   131,620   Brown Brothers Harriman     1/11/2019       (3,800
HKD     19,818,000     USD   2,532,377   Citibank N.A.     1/11/2019       (756
JPY     16,855,000     USD   151,307   Brown Brothers Harriman     1/11/2019       (991
KRW     42,694,000     USD   38,145   JPMorgan Chase Bank N.A.     11/16/2018       (666
NOK     1,421,290     USD   175,045   Goldman Sachs International     1/11/2019       (5,870
SGD     54,000     USD   39,318   JPMorgan Chase Bank N.A.     1/11/2019       (274
ZAR     823,000     USD   56,345   Deutsche Bank AG     1/11/2019       (1,044
           

 

 

 
              $(25,442
           

 

 

 

Futures Contracts

 

Description   Long/
Short
    Currency     Contracts   Notional
Amount
    Expiration
Date
    Value/
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives      
Interest Rate Futures

 

       
U.S. Treasury Bond 30 yr     Short       USD     5     $690,625       December - 2018     $28,645  
U.S. Treasury Note 10 yr     Short       USD     458     54,244,375       December - 2018       724,696  
           

 

 

 
              $753,341  
           

 

 

 
Liability Derivatives      
Interest Rate Futures

 

       
Euro-Bobl 5 yr     Short       EUR     102     $15,185,307       December - 2018       $(50,410
Euro-Bund 10 yr     Short       EUR     28     5,082,519       December - 2018       (37,169
U.S. Treasury Note 5 yr     Short       USD     87     9,777,305       December - 2018       (5,065
           

 

 

 
              $(92,644
           

 

 

 

At October 31, 2018, the fund had liquid securities with an aggregate value of $747,786 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/18

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

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $515,219,765)

     $495,136,192  

Investments in affiliated issuers, at value (identified cost, $7,352,583)

     7,352,696  

Cash

     1,039,513  

Foreign currency, at value (identified cost, $806,315)

     799,017  

Receivables for

  

Forward foreign currency exchange contracts

     1,286,709  

Daily variation margin on open futures contracts

     171,585  

Investments sold

     1,332,915  

Interest

     6,011,407  

Other assets

     11,171  

Total assets

     $513,141,205  
Liabilities         

Notes payable

     $100,000,000  

Payables for

  

Distributions

     193,158  

Forward foreign currency exchange contracts

     25,442  

Investments purchased

     4,772,470  

Capital shares reacquired

     154,633  

Payable to affiliates

  

Investment adviser

     15,221  

Transfer agent and dividend disbursing costs

     2,559  

Payable for independent Trustees’ compensation

     50,514  

Accrued interest expense

     238,765  

Accrued expenses and other liabilities

     153,345  

Total liabilities

     $105,606,107  

Net assets

     $407,535,098  
Net assets consist of         

Paid-in capital

     $447,224,991  

Total distributable earnings (loss)

     (39,689,893

Net assets

     $407,535,098  

Shares of beneficial interest outstanding (67,403,126 shares authorized less 202,881 capital shares to be retired)

     67,200,245  

Net asset value per share (net assets of $407,535,098 / 67,200,245 shares of beneficial interest outstanding)

     $6.06  

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/18

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

 

Net investment income (loss)         

Income

  

Interest

     $23,159,932  

Dividends from affiliated issuers

     134,143  

Other

     38,373  

Foreign taxes withheld

     (2,205

Total investment income

     $23,330,243  

Expenses

  

Management fee

     $2,809,706  

Transfer agent and dividend disbursing costs

     113,887  

Administrative services fee

     73,665  

Independent Trustees’ compensation

     66,817  

Stock exchange fee

     68,728  

Custodian fee

     41,245  

Shareholder communications

     174,552  

Audit and tax fees

     81,246  

Legal fees

     11,634  

Interest expense and fees

     2,331,960  

Miscellaneous

     58,842  

Total expenses

     $5,832,282  

Net investment income (loss)

     $17,497,961  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $(598,513

Affiliated issuers

     1,538  

Futures contracts

     2,554,106  

Forward foreign currency exchange contracts

     1,226,584  

Foreign currency

     (5,455

Net realized gain (loss)

     $3,178,260  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $(29,788,496

Affiliated issuers

     (465

Futures contracts

     (174,745

Forward foreign currency exchange contracts

     939,755  

Translation of assets and liabilities in foreign currencies

     (25,519

Net unrealized gain (loss)

     $(29,049,470

Net realized and unrealized gain (loss)

     $(25,871,210

Change in net assets from operations

     $(8,373,249

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
     10/31/18      10/31/17  
Change in net assets              
From operations                  

Net investment income (loss)

     $17,497,961        $21,407,711  

Net realized gain (loss)

     3,178,260        4,214,848  

Net unrealized gain (loss)

     (29,049,470      5,801,107  

Change in net assets from operations

     $(8,373,249      $31,423,666  

Distributions to shareholders (a)

     $(20,316,659      $(22,369,283

Tax return of capital distributions to shareholders

     $(14,918,250      $(16,197,777

Change in net assets from fund share transactions

     $(20,317,818      $(25,726,141

Total change in net assets

     $(63,925,976      $(32,869,535
Net assets                  

At beginning of period

     471,461,074        504,330,609  

At end of period (b)

     $407,535,098        $471,461,074  

 

(a)

Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. See Note 2. For the year ended October 31, 2017, distributions from net investment income were $22,369,283.

(b)

Parenthetical disclosure of accumulated distributions in excess of net investment income is no longer required. See Note 2. For the year ended October 31, 2017, end of period net assets included accumulated distributions in excess of net investment income of $2,672,402.

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 10/31/18

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

 

Cash flows from operating activities:         

Change in net assets from operations

     $(8,373,249
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (269,263,416

Proceeds from disposition of investment securities

     301,730,831  

Proceeds from disposition of short-term investments, net

     1,932,373  

Realized gain/loss on investments

     598,513  

Unrealized appreciation/depreciation on investments

     29,788,961  

Unrealized appreciation/depreciation on foreign currency contracts

     (939,755

Net amortization/accretion of income

     676,849  

Decrease in interest receivable

     46,087  

Decrease in accrued expenses and other liabilities

     (63,511

Increase in receivable for daily variation margin on open futures contracts

     (135,802

Decrease in restricted cash

     250,000  

Decrease in other assets

     25,543  

Increase in interest payable

     82,616  

Net cash provided by operating activities

     $56,356,040  
Cash flows from financing activities:         

Distributions paid in cash

     (35,256,868

Repurchase of shares of beneficial interest

     (20,163,185

Net cash used by financing activities

     $(55,420,053

Net increase in cash

     $935,987  
Cash:         

Beginning of period (including foreign currency of $665,205)

     $902,543  

End of period (including foreign currency of $799,017)

     $1,838,530  

Supplemental disclosure of cash flow information:

Cash paid during the year ended October 31, 2018 for interest was $2,249,344.

See Notes to Financial Statements

 

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Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

    Year ended  
    10/31/18     10/31/17     10/31/16     10/31/15     10/31/14  

Net asset value, beginning of period

    $6.67       $6.73       $6.76       $7.39       $7.50  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.25       $0.30 (c)      $0.34       $0.36       $0.39  

Net realized and unrealized gain (loss)

    (0.38     0.15       0.15       (0.43     0.04  

Total from investment operations

    $(0.13     $0.45       $0.49       $(0.07     $0.43  
Less distributions declared to shareholders

 

From net investment income

    $(0.29     $(0.31     $(0.37     $(0.46     $(0.42

From net realized gain

                      (0.08     (0.13

From tax return of capital

    (0.22     (0.23     (0.16     (0.03      

Total distributions declared to shareholders

    $(0.51     $(0.54     $(0.53     $(0.57     $(0.55

Net increase from repurchase of capital shares

    $0.03       $0.03       $0.01       $0.01       $0.01  

Net asset value, end of period (x)

    $6.06       $6.67       $6.73       $6.76       $7.39  

Market value, end of period

    $5.24       $6.16       $5.97       $5.94       $6.37  

Total return at market value (%)

    (7.01     12.50       9.93       2.18       5.09  

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

    (0.68     8.06 (c)      8.89       0.24       7.13  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.33       1.10 (c)      1.10       0.98       0.98  

Expenses after expense reductions (f)

    N/A       N/A       N/A       N/A       0.98  

Net investment income (loss)

    4.00       4.45 (c)      5.13       5.05       5.32  

Portfolio turnover

    47       50       36       47       46  

Net assets at end of period (000 omitted)

    $407,535       $471,461       $504,331       $515,095       $570,454  
Supplemental Ratios (%):

 

               

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

    0.80       0.78 (c)      0.87       0.82       0.83  
Senior Securities:                                        

Total notes payable outstanding (000 omitted)

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

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

    $5,075       $5,715       $6,043       $6,151       $6,705  

 

39


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.

(d)

Per share data is based on average shares outstanding.

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

(j)

Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(k)

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

(r)

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

(s)

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

(x)

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

See Notes to Financial Statements

 

40


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Multimarket Income Trust (the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability than developed markets.

In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash (“ASU 2016-18”). For entities that have restricted cash and are required to present a statement of cash flows, ASU 2016-18 changes the cash flow presentation for restricted cash. Management has evaluated the potential impacts of ASU 2016-18 and expects that the effects of the fund’s adoption will be limited to the reclassification of restricted cash on the fund’s Statement of Cash Flows and the addition of disclosures regarding the nature of the restrictions on restricted cash. ASU 2016-18 will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods.

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables –Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to

 

41


Table of Contents

Notes to Financial Statements – continued

 

the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management has evaluated the potential impacts of ASU 2017-08 and believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.

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

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

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. 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

 

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trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

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

 

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judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2018 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities      $264,379        $5,478        $462,498        $732,355  

U.S. Treasury Bonds & U.S.

Government Agency & Equivalents

            44,390,118               44,390,118  
Non-U.S. Sovereign Debt             65,682,162               65,682,162  
Municipal Bonds             267,716               267,716  
U.S. Corporate Bonds             252,753,739               252,753,739  
Residential Mortgage-Backed Securities             22,373,601               22,373,601  
Asset-Backed Securities (including CDOs)             9,225,468               9,225,468  
Foreign Bonds             98,523,074               98,523,074  
Floating Rate Loans             1,187,959               1,187,959  
Mutual Funds      7,352,696                      7,352,696  
Total      $7,617,075        $494,409,315        $462,498        $502,488,888  
Other Financial Instruments                            
Futures Contracts – Assets      $753,341        $—        $—        $753,341  
Futures Contracts – Liabilities      (92,644                    (92,644
Forward Foreign Currency Exchange Contracts – Assets             1,286,709               1,286,709  
Forward Foreign Currency Exchange Contracts – Liabilities             (25,442             (25,442

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

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

 

     Equity Securities  
Balance as of 10/31/17      $462,498  

Change in unrealized appreciation or depreciation

     0  
Balance as of 10/31/18      $462,498  

The net change in unrealized appreciation or depreciation from investments held as level 3 at October 31, 2018 is $0. At October 31, 2018, the fund held one level 3 security.

 

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Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were futures contracts, purchased options, and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The 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 October 31, 2018 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $753,341       $(92,644
Foreign Exchange   Forward Foreign Currency Exchange     1,286,709       (25,442
Total       $2,040,050     $ (118,086

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the 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.

 

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The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2018 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward
Foreign
Currency
Exchange
Contracts
     Investments
(Purchased
Options)
 
Interest Rate      $2,554,106        $—        $(59,875
Foreign Exchange             1,226,584         
Total      $2,554,106        $1,226,584        $(59,875

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2018 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward
Foreign
Currency
Exchange
Contracts
 
Interest Rate      $(174,745      $—  
Foreign Exchange             939,755  
Total      $(174,745      $939,755  

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party

 

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to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Interest expense and fees” in the Statement of Operations.

Purchased Options – The fund purchased put options for a premium. Purchased put options entitle the holder to sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.

The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.

Whether or not the option is exercised, the fund’s maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty

 

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credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing 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

 

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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. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the 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

 

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arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.

To mitigate this risk of loss on TBA securities and other types of forward settling mortgage-backed securities, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

For mortgage-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and one amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund’s collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. The fund seeks to pay monthly distributions based on an annual rate of 8.00% of the fund’s average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital or, to the extent the fund has long-term gains and a capital loss carryforward, distributions of current year long-term gains may be recharacterized as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their

 

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tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

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

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

 

     Year ended
10/31/18
     Year ended
10/31/17
 
Ordinary income (including any
short-term capital gains)
     $20,316,659        $22,369,283  
Tax return of capital (b)      14,918,250        16,197,777  
Total distributions      $35,234,909        $38,567,060  

 

(b)

Distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital.

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 10/31/18       
Cost of investments      $530,706,640  
Gross appreciation      2,114,091  
Gross depreciation      (28,409,879
Net unrealized appreciation (depreciation)      $(26,295,788
Capital loss carryforwards      (13,130,366
Other temporary differences      (263,739

As of October 31, 2018, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(3,568,847
Long-Term      (9,561,519
Total      $(13,130,366

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.34% of the fund’s average daily net assets and 5.40% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. The management fee, from net assets and gross income, incurred for the year ended October 31, 2018 was equivalent to an annual effective rate of 0.64% of the fund’s average daily net assets.

 

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Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2018, these fees paid to MFSC amounted to $32,519.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2018 was equivalent to an annual effective rate of 0.0169% of the 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. Effective January 1, 2002, accrued benefits under the DB plan for then-current independent Trustees who continued were credited to an unfunded retirement deferral plan (the “Retirement Deferral plan”), which was established for and exists solely with respect to these credited amounts, and is not available for other deferrals by these or other independent Trustees. Although the Retirement Deferral plan is unfunded, amounts deferred under the plan are periodically adjusted for investment experience as if they had been invested in shares of the fund. The DB plan resulted in a pension expense of $9,296 and the Retirement Deferral plan resulted in an expense of $551. Both amounts are included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2018. The liability for deferred retirement benefits payable to those former independent Trustees under both plans amounted to $50,504 at October 31, 2018, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended October 31, 2018, the fee paid by the fund under this agreement was $707 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

 

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

(4) Portfolio Securities

For the year ended October 31, 2018, purchases and sales of investments, other than short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $27,154,395        $55,995,344  
Non-U.S. Government securities      $218,220,964        $228,696,069  

(5) Shares of Beneficial Interest

The 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 3,490,222 shares of beneficial interest during the year ended October 31, 2018 at an average price per share of $5.82 and a weighted average discount of 9.08% per share. The fund repurchased 4,216,305 shares of beneficial interest during the year ended October 31, 2017 at an average price per share of $6.10 and a weighted average discount of 8.70% per share. Transactions in fund shares were as follows:

 

     Year ended
10/31/18
     Year ended
10/31/17
 
     Shares      Amount      Shares      Amount  
Capital shares reacquired      (3,490,222      $(20,317,818      (4,216,305      $(25,726,141

(6) Loan Agreement

The fund has a credit agreement with a bank for a revolving secured line of credit that can be drawn upon up to $100,000,000. At October 31, 2018, the fund had outstanding borrowings under this agreement in the amount of $100,000,000, which are secured by a lien on the fund’s assets. The loan’s carrying value in the fund’s Statement of Assets and Liabilities approximates its fair value. The loan value as of the reporting date is considered level 2 under the fair value hierarchy. The credit agreement matures on August 19, 2019. Borrowings under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR plus an agreed upon spread or an alternate rate, at the option of the borrower, stated as the greater of the bank’s prime rate, the daily one month LIBOR plus an agreed upon spread, or the Overnight Federal Funds Rate plus an agreed upon spread. The fund incurred interest expense of $2,330,403 during the period, which is included in “Interest expense and fees” in the Statement of Operations. The fund may also be charged a commitment fee based on the average daily unused portion of the line of credit. The fund did not incur a commitment fee during the period. For the year ended October 31, 2018, the average loan balance was $100,000,000 at a weighted average annual interest rate of 2.33%. The fund is subject to certain covenants including, but not limited to, requirements with respect to asset coverage, portfolio diversification and liquidity.

 

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(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:

 

Affiliated Issuers           Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money Market Portfolio        9,285,804       139,875,183       (141,807,556     7,353,431  
Affiliated Issuers   Realized
Gain (Loss)
     Change in
Unrealized
Appreciation/
Depreciation
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money Market Portfolio     $1,538        $(465     $—       $134,143       $7,352,696  

(8) Legal Proceedings

In May 2015, the Motors Liquidation Company Avoidance Action Trust (hereafter, “AAT”) served upon the fund a complaint in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of New York, captioned Motors Liquidation Company Avoidance Action Trust v. JPMorgan Chase Bank, N.A., et al. (No. 09-00504 (REG)). The complaint, which was originally filed in 2009 but not served on the fund until 2015, names as defendants over 500 entities (including the fund) that held an interest in a $1.5 billion General Motors (GM) term loan in 2009, when GM filed for bankruptcy. The AAT alleges that the fund and the other term loan lenders were improperly treated as secured lenders with respect to the term loan shortly before and immediately after 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 $750,000. 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; whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability; and the degree to which the fund may be entitled to indemnification from a third party for any amount required to be disgorged. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Multimarket Income Trust (the “Fund”), including the portfolio of investments, as of October 31, 2018, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

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Report of Independent Registered Public Accounting Firm – continued

 

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

 

LOGO

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

Boston, Massachusetts

December 14, 2018

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

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

Item 1: To elect the following individuals as Trustees:

 

     Number of Shares  

Nominee

   For     

Withheld Authority

 
John A. Caroselli      50,259,203.341        1,124,406.564  
Clarence Otis, Jr.      50,245,969.341        1,137,640.564  
Robin A. Stelmach      50,244,462.183        1,139,147.722  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/

Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the

Past Five
Years (j)

INTERESTED TRUSTEES

Robert J. Manning (k)

(age 55)

  Trustee   February 2004   2019   135   Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)   N/A

Robin A. Stelmach (k)

(age 57)

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

John P. Kavanaugh

(age 64)

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

Steven E. Buller

(age 67)

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

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/

Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the

Past Five
Years (j)

John A. Caroselli

(age 64)

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

Maureen R. Goldfarb

(age 63)

  Trustee   January 2009   2019   135   Private investor   N/A

Michael Hegarty

(age 73)

  Trustee   December 2004   2020   135   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

Clarence Otis, Jr.

(age 62)

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

Maryanne L. Roepke

(age 62)

  Trustee   May 2014       2019   135   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A

Laurie J. Thomsen

(age 61)

  Trustee   March 2005   2019   135   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

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Trustees and Officers – continued

 

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During
the Past Five Years

OFFICERS

Christopher R. Bohane (k)

(age 44)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 50)

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

John W. Clark, Jr. (k)

(age 51)

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

Thomas H. Connors (k)

(age 59)

  Assistant Secretary and Assistant Clerk   September 2012   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Ethan D. Corey (k)

(age 55)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

David L. DiLorenzo (k)

(age 50)

  President   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 51)

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

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During
the Past Five Years

Brian E. Langenfeld (k)

(age 45)

  Assistant Secretary and Assistant Clerk   June 2006   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 39)

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

Kasey L. Phillips (k)

(age 47)

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

Matthew A. Stowe (k)

(age 44)

  Assistant Secretary and Assistant Clerk   October 2014   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Frank L. Tarantino

(age 74)

 

Independent

Senior Officer

  June 2004   N/A   135   Tarantino LLC (provider of compliance services), Principal

Richard S. Weitzel (k)

(age 48)

  Assistant Secretary and Assistant Clerk   October 2007   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Martin J. Wolin (k)

(age 51)

  Chief Compliance Officer   July 2015   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)

James O. Yost (k)

(age 58)

  Treasurer   September 1990   N/A   135   Massachusetts Financial Services Company, Senior Vice President

 

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(h)

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

(j)

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

(k)

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

The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees is currently divided into three classes, each having a term of three years which term expires on the date of the third annual meeting following the election to office of the Trustee’s class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death, resignation, retirement or removal. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

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

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company   State Street Bank and Trust Company

111 Huntington Avenue

Boston, MA 02199-7618

 

1 Lincoln Street

Boston, MA 02111-2900

Portfolio Manager(s)   Independent Registered Public Accounting Firm

Robert Spector

  Ernst & Young LLP
Ward Brown   200 Clarendon Street
David Cole   Boston, MA 02116
Pilar Gomez-Bravo  
Robert Persons  
Matt Ryan  
Michael Skatrud  
 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

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

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

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

 

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

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the three-year period ended December 31, 2017, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 16th out of a total of 25 funds in the Broadridge performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 22nd out of a total of 30 funds for the one-year period and 14th out of a total of 21 funds for the five-year period ended December 31, 2017. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for each of the one-, three- and five-year periods ended December 31, 2017 (one-year: 7.9% total return for the Fund versus 7.6% total return for the benchmark; three-year: 6.1% total return for the Fund versus 5.3% total return for the benchmark; five-year: 5.4% total return for the Fund versus 4.3% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

 

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

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

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

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

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

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

The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of

 

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

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

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

 

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PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

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

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/closedendfunds by choosing the fund’s name.

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

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

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

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

FEDERAL TAX INFORMATION (unaudited)

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

 

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rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Page 2  

 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

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LOGO

 

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

9 a.m. to 5 p.m. Eastern time

WRITE

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

 

New York Stock Exchange Symbol: MMT


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ITEM 2.

CODE OF ETHICS.

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

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

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

For the fiscal years ended October 31, 2018 and 2017, audit fees billed to the Fund by E&Y were as follows:

 

     Audit Fees  
   2018      2017  

Fees billed by E&Y:

     

MFS Multimarket Income Trust

     57,913        57,014  


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For the fiscal years ended October 31, 2018 and 2017, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

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

Fees billed by E&Y:

                 

To MFS Multimarket Income Trust

     11,608        11,027        10,676        10,452        1,142        1,167  
     Audit-Related Fees1      Tax Fees2      All Other Fees3  
   2018      2017      2018      2017      2018      2017  

Fees billed by E&Y:

                 

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

     1,728,076        1,603,983        0        0        34,150        101,450  

 

     Aggregate Fees for Non-audit
Services
 
   2018      2017  

Fees Billed by E&Y:

     

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

     1,983,352        1,860,079  

 

*  

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

#

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

1 

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

2 

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

3 

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

Item 4(e)(1):

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

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


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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 Clarence Otis, Jr. and Ms. Maryanne L. Roepke.

 

ITEM 6.

SCHEDULE OF INVESTMENTS

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

 

ITEM 7.

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

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


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ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

Information regarding the portfolio manager(s) of the MFS Multimarket Income Trust (the “Fund”) is set forth below. Each portfolio manager is primarily responsible for the day-to-day management of the Fund.

Michael Skatrud became a portfolio manager of the Fund on March 1, 2018. Effective June 30, 2018, Richard Hawkins was no longer a portfolio manager of the Fund. Effective September 1, 2018, William Adams was no longer a portfolio manager of the Fund.

 

Portfolio Manager

  

Primary Role

   Since   

Title and Five Year History

Robert Spector    Co-Lead Portfolio Manager    2017    Investment Officer of MFS; employed in the investment area of MFS since 2011
Ward Brown    Emerging Markets Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; employed in the investment area of MFS since 2005
David Cole    Below Investment Grade Debt Instruments Portfolio Manager    2006    Investment Officer of MFS; employed in the investment area of MFS since 2004
Pilar Gomez-Bravo    Debt Instruments Portfolio Manager    2013    Investment Officer of MFS; employed in the investment area of MFS since 2013; Managing Director of Imperial Capital from May 2012 to March 2013; Portfolio Manager and Head of Research of Negentropy Capital from June 2011 to April 2012
Robert Persons    Investment Grade Debt Instruments Portfolio Manager    2013    Investment Officer of MFS; employed in the investment area of MFS since 2000
Matt Ryan    Emerging Markets Debt Instruments Portfolio Manager    2004    Investment Officer of MFS; employed in the investment area of MFS since 1997
Michael Skatrud    Below Investment Grade Debt Instruments Portfolio Manager    March 2018    Investment Officer of MFS; Employed in the investment area of MFS since May 2013; High Yield analyst at Columbia Management from June 2009 to April 2013

Compensation

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

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

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


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

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

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

 

Fund

  

Portfolio Manager

  

Benchmark(s)

MFS Multimarket

Income Trust

   Robert Spector   

Bloomberg Barclays Global Aggregate Credit Bond Index

JP Morgan Emerging Markets Bond Index Global

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index

Bloomberg Barclays U.S. Government/Mortgage Bond Index

  

 

Ward Brown

  

 

JPMorgan Emerging Markets Bond Index Global

  

 

David Cole

  

 

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index

  

 

Pilar Gomez-Bravo

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

JPMorgan Emerging Markets Bond Index Global

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index

Bloomberg Barclays U.S. Government/Mortgage Bond Index

  

 

Robert Persons

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Matt Ryan

  

 

JPMorgan Emerging Markets Bond Index Global

  

 

Michael Skatrud1

  

 

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index

 

1 

Information is as of March 1, 2018.

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

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


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

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

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

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 October 31, 2018. The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. $100,001 – $500,000

E. $500,001 – $1,000,000

F. Over $1,000,000

 

Name of Portfolio Manager

  

Dollar Range of Equity Securities in Fund

Robert Spector    N
Ward Brown    N
David Cole    N
Pilar Gomez-Bravo    N
Robert Persons    N
Matt Ryan    N
Michael Skatrud    N


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Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended October 31, 2018:

 

      Registered Investment
Companies*
     Other Pooled Investment
Vehicles
     Other Accounts  

Name

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

Robert Spector

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

Ward Brown

     7      $ 10.6 billion        5      $ 3.0 billion        3      $ 1.2 billion  

David Cole

     12      $ 7.7 billion        4      $ 1.3 billion        1      $ 42.4 million  

Pilar Gomez-Bravo

     5      $ 4.2 billion        4      $ 2.7 billion        3      $ 737.6 million  

Robert Persons

     17      $ 28.5 billion        9      $ 3.8 billion        7      $ 973.0 million  

Matt Ryan

     9      $ 11.1 billion        6      $ 3.5 billion        3      $ 1.2 billion  

Michael Skatrud

     11      $ 7.7 billion        5      $ 749.9 million        1      $ 42.4 million  

 

*

Includes the Fund.

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

Potential Conflicts of Interest

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’ trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

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

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.


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ITEM 9.

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

MFS Multimarket Income Trust

 

Period

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

11/01/17-11/30/17

     848,782        6.11        848,782        6,220,264  

12/01/17-12/31/17

     103,651        6.10        103,651        6,116,613  

1/01/18-1/31/18

     341,858        6.01        341,858        5,774,755  

2/01/18-2/28/18

     433,844        5.82        433,844        5,340,911  

3/01/18-3/31/18

     279,033        5.78        279,033        5,061,878  

4/01/18-4/30/18

     206,422        5.77        206,422        4,855,456  

5/01/18-5/31/18

     260,131        5.68        260,131        4,595,325  

6/01/18-6/30/18

     56,000        5.63        56,000        4,539,325  

7/01/18-7/31/18

     235,000        5.62        235,000        4,304,325  

8/01/18-8/31/18

     262,708        5.64        262,708        4,041,617  

9/01/18-9/30/18

     148,330        5.64        148,330        3,893,287  

10/1/18-10/31/18

     314,463        5.37        314,463        6,437,007  
  

 

 

    

 

 

    

 

 

    

Total

     3,490,222        5.82        3,490,222     
  

 

 

    

 

 

    

 

 

    

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2018 plan year is 6,751,470.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.


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ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

Based upon their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12.

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

During the fiscal year ending October 31, 2018, there were no fees or income related to securities lending activities of the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)   

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

  

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

  

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

  

(4)     Change in the registrant’s independent public accountant. Not applicable.

(c)    If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.


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  (c)

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

 

  (d)

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


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Notice

A copy of the Amended and Restated Declaration of Trust of the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: MFS MULTIMARKET INCOME TRUST

 

By (Signature and Title)*   DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: December 14, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*   DAVID L. DILORENZO
 

David L. DiLorenzo, President

(Principal Executive Officer)

Date: December 14, 2018

 

By (Signature and Title)*   JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: December 14, 2018

 

*

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