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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, 2019


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ITEM 1.

REPORTS TO STOCKHOLDERS.


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Annual Report

October 31, 2019

 

LOGO

 

MFS® Multimarket Income Trust

 

LOGO

 

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

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

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

 

MMT-ANN

 


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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.


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MFS® Multimarket Income Trust

New York Stock Exchange Symbol: MMT

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Portfolio managers’ profiles .     10  
Dividend reinvestment and cash purchase plan     11  
Portfolio of investments     12  
Statement of assets and liabilities     39  
Statement of operations     40  
Statements of changes in net assets     41  
Statement of cash flows     42  
Financial highlights     43  
Notes to financial statements     45  
Report of independent registered public accounting firm     61  
Results of shareholder meeting     63  
Trustees and officers     64  
Board review of investment advisory agreement     70  
Proxy voting policies and information     74  
Quarterly portfolio disclosure     74  
Further information     74  
Information about fund contracts and legal claims     74  
Federal tax information     74  
MFS® privacy notice     75  
Contact information    back cover

 

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Slowing global growth, low inflation, and trade friction between the United States and China have been hallmarks of the past 12 months. After experiencing an uptick in

market volatility in late 2018, markets steadied during 2019, thanks in large measure to the adoption of a dovish policy stance on the part of global central banks, focused on supporting economic growth. The U.S. and China have repeatedly raised tariffs on each other, though preliminary steps toward an interim trade agreement have been undertaken, modestly easing tensions in recent months. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. Uncertainty over Brexit, along with the ripple effects from the trade conflict, have hampered business

confidence and investment in the U.K. and Europe, though investors hope that greater clarity regarding the Brexit outcome will emerge after a British parliamentary election in December.

Markets expect that the longest economic expansion in U.S. history will continue for the time being, albeit at a slower pace. In an effort to prolong the expansion, the U.S. Federal Reserve lowered interest rates three times between July and October. Similarly, the European Central Bank loosened policy in September. While the monetary policy environment remains quite accommodative, tentative signs of easing trade tensions and receding global recession fears have helped push global interest rates modestly higher from the record-low levels posted late in the summer as investors grew less risk averse.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to responsible allocation of capital allow us to wade through the noise to uncover what we believe are the best, most durable investment opportunities in the market. Through our powerful global investment platform, we combine collective expertise, thoughtful risk management and long-term discipline with the purpose of creating sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

December 16, 2019

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

 

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PORTFOLIO COMPOSITION

 

Portfolio structure at value (v)

 

LOGO

 

Fixed income sectors (i)  
High Yield Corporates     55.7%  
Investment Grade Corporates     28.2%  
Emerging Markets Bonds     26.9%  
Mortgage-Backed Securities     4.2%  
Commercial Mortgage-Backed Securities     2.2%  
Collateralized Debt Obligations     1.8%  
Asset-Backed Securities     0.3%  
Municipal Bonds     0.2%  
Floating Rate Loans     0.1%  
Non-U.S. Government Bonds     (4.1)%  
U.S. Treasury Securities     (8.7)%  
Portfolio facts (i)  
Average Duration (d)     5.5  
Average Effective Maturity (m)     7.2 yrs.  

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

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

 

AAA     3.5%  
AA     3.1%  
A     8.2%  
BBB     32.1%  
BB     37.4%  
B     23.6%  
CCC     6.6%  
CC     0.1%  
C (o)     0.0%  
D (o)     0.0%  
U.S. Government     3.9%  
Federal Agencies     4.2%  
Not Rated     (15.9)%  
Non-Fixed Income     0.2%  
Cash & Cash Equivalents (Less Liabilities)     (23.0)%  
Other     16.0%  
 

 

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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%.

(v)

For purposes of this presentation, market value of fixed income and/or equity derivatives, if any, is included in Cash & Cash Equivalents.

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 and may be negative.

Percentages are based on net assets as of October 31, 2019.

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, 2019, shares of the fund provided a total return of 14.78%, at net asset value, and a total return of 25.05%, at market value. This compares with a return of 8.38% 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 10.22%. 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

Fading fears of a near-term global recession, hopes for a partial trade deal between the United States and China and dramatically lower odds of a no-deal Brexit helped bolster market sentiment late in the period, after providing headwinds for many months prior. Changes in market sentiment, largely driven by uncertainty over the outcome of trade negotiations between the United States and China, contributed to periodic bouts of volatility during the reporting period. The global economy decelerated, led by weakness in China and Europe, although the pace of the slowdown moderated.

The deteriorating global growth backdrop, along with declining inflationary pressures, prompted the US Federal Reserve to adopt a more dovish posture beginning in early 2019, resulting in the first interest rate cut in over a decade at the end of July, followed by additional cuts in September and October. The Fed’s actions led to a sharp decline in long-term interest rates during the period’s second half, inverting portions of the US Treasury yield curve for a time. The Fed indicated in October that further rate cuts are unlikely unless the outlook for the economy materially worsens.

Globally, central banks have tilted more dovish as well, with the European Central Bank unveiling a package of easing measures, which included cutting overnight rates deeper into negative territory, restarting its bond-buying program and lengthening the term of

 

4


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Management Review – continued

 

cheap loans to banks to three years from two. The central banks of India and Australia are among those that have cut rates several times in recent months, although China has been more cautious in increasing liquidity as it continues to attempt to deleverage its economy, cutting rates only marginally.

Emerging markets experienced considerable volatility through the end of 2018, as tighter global financial conditions exposed structural weakness in some countries. Those conditions improved in 2019, as the Fed became more dovish, but significant trade friction between the US and China weighed on sentiment for much of the year, although hopes for a partial trade deal improved sentiment late in the period. Idiosyncratic factors negatively impacted some emerging economies, such as Argentina and Turkey.

From a geopolitical perspective, Brexit uncertainty has receded. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. A UK general election, scheduled for December 12, may bring some clarity to the situation. Hopes for a limited trade agreement between the US and China, as well as fading global recession fears, were supportive factors for risk assets at period end.

Factors Affecting Performance

Relative to the Blended Index, the fund’s bond selection within the industrials sector, particularly within “CCC”, “B” and “BB” rated (r) bonds, contributed to performance. In terms of allocation, the fund’s lesser exposure to “CCC” rated securities benefited relative performance, along with allocations within emerging markets. The combination of a longer duration (d) stance and the fund’s positioning along the yield curve (y) further supported relative results.

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.

Conversely, a slight overweight allocation to “B” rated bonds dampened relative performance.

Respectfully,

Portfolio Manager(s)

Robert Spector, Ward Brown, David Cole, Pilar Gomez-Bravo, Andy Li, Henry Peabody, Jr., Robert Persons, Matt Ryan, and Michael Skatrud

 

(d)

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

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower

 

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Management Review – continued

 

  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.

Note to Shareholders: Effective February 1, 2019, Andy Li was added as a Portfolio Manager of the Fund. Effective September 1, 2019, Henry Peabody, Jr. was added as 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 10/31/19

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 10/31/19

     Net Asset Value      10/31/19        $6.38  
            10/31/18        $6.06  
     New York Stock Exchange Price      10/31/19        $6.01  
            10/31/19  (high) (t)       $6.01  
            12/20/18  (low) (t)       $5.03  
              10/31/18        $5.24    

Total Returns vs Benchmark(s)

 

         

 

Year Ended 10/31/19

     MFS Multimarket Income Trust at       
    

New York Stock Exchange Price (r)

       25.05%    
    

Net Asset Value (r)

       14.78%    
     Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)         8.38%    
     MFS Multimarket Income Trust Blended Index (f)(w)        10.22%    
     Bloomberg Barclays Global Aggregate Credit Bond Index (f)        11.32%    
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)        10.13%    
 
         JPMorgan Emerging Markets Bond Index Global (f)        13.69%      

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period November 1, 2018 through October 31, 2019.

 

(w)

As of October 31, 2019, the MFS Multimarket Income Trust Blended Index (a custom 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.(b)

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).(b)

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%.(b)

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.

 

(b)

BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

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.

 

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Performance Summary – continued

 

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.
Andy Li   Investment Grade
Debt Instruments
Portfolio Manager
  2019   Investment Officer of MFS; employed in the investment management area of MFS since 2018; Portfolio Manager of Man GLG from 2014 to 2018; Portfolio Manager of ECM Asset Management prior to April 2014.
Henry Peabody, Jr.   Investment Grade
Debt Instruments
Portfolio Manager
  2019   Investment Officer of MFS; employed in the investment management area of MFS since July 2019; Portfolio Manager and Analyst at Eaton Vance Management from 2014 to June 2019; Vice President/Research Analyst at Eaton Vance Management from July 2013 to October 2014.
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 February 1, 2019, Andy Li was added as a Portfolio Manager of the Fund. Effective September 1, 2019, Henry Peabody, Jr. was added as a Portfolio Manager of the Fund.

 

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DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

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

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

If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan Agent’s website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 505005, Louisville, KY 40233-5005. 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 505005, Louisville, KY 40233-5005.

 

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PORTFOLIO OF INVESTMENTS

10/31/19

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

 

Bonds - 121.5%                 
Issuer    Shares/Par     Value ($)  
Aerospace - 1.4%                 
Bombardier, Inc., 7.5%, 3/15/2025 (n)    $ 670,000     $ 640,118  
F-Brasile S.p.A./F-Brasile U.S. LLC, 7.375%, 8/15/2026 (z)      335,000       350,075  
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027      290,000       303,079  
L3Harris Technologies, Inc., 3.85%, 6/15/2023 (n)      600,000       633,626  
Lockheed Martin Corp., 3.55%, 1/15/2026      406,000       438,522  
TransDigm, Inc., 6.5%, 7/15/2024      800,000       826,000  
TransDigm, Inc., 6.25%, 3/15/2026 (n)      1,302,000       1,394,767  
TransDigm, Inc., 6.375%, 6/15/2026      340,000       355,725  
TransDigm, Inc., 5.5%, 11/15/2027 (z)      735,000       732,567  
    

 

 

 
             $ 5,674,479  
Apparel Manufacturers - 0.1%                 
Tapestry, Inc., 4.125%, 7/15/2027    $ 511,000     $ 520,542  
Asset-Backed & Securitized - 4.2%                 
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.64% (LIBOR - 1mo. + 1.6%), 12/28/2040 (z)    $ 1,024,552     $ 1,022,896  
Benchmark Mortgage Trust, 2019-B12, “A5”, 3.115%, 8/15/2052      1,335,878       1,411,057  
Commercial Mortgage Pass-Through Certificates, 2019-BNK19, 3.183%, 8/15/2061 (z)      2,000,000       2,118,900  
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)      3,071,620       136,687  
GS Mortgage Securities Trust, 2019-GSA1, “A4”, 3.048%, 11/10/2052      2,000,000       2,081,860  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 3.703% (LIBOR - 3mo. + 1.7%), 7/18/2031 (z)      2,500,000       2,433,568  
Lehman Brothers Commercial Conduit Mortgage Trust, 0.949%, 2/18/2030 (i)      61,233       1  
Loomis, Sayles & Co., CLO, 2015-2A, “A1R”, FLR, 2.9% (LIBOR - 3mo. + 0.9%), 4/15/2028 (n)      2,500,000       2,488,887  
Morgan Stanley Capital I Trust, “2019-H7, “A4”, 3.261%, 7/15/2052      1,289,610       1,370,363  
Octagon Investment Partners XVII Ltd., 2013-1A, “BR2”, FLR, 3.339% (LIBOR - 3mo. + 1.4%), 1/25/2031 (n)      2,139,000       2,088,385  
Wells Fargo Commercial Mortgage Trust, 2019-C53, “A4”, 3.04%, 10/15/2052      2,000,000       2,086,563  
    

 

 

 
             $ 17,239,167  
Automotive - 1.7%                 
Allison Transmission, Inc., 5%, 10/01/2024 (n)    $ 2,000,000     $ 2,047,500  
Allison Transmission, Inc., 4.75%, 10/01/2027 (n)      300,000       307,500  

 

12


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Automotive - continued                 
Allison Transmission, Inc., 5.875%, 6/01/2029 (n)    $ 105,000     $ 113,138  
Continental AG, 0%, 9/12/2023    EUR 500,000       554,070  
Ferrari N.V., 1.5%, 3/16/2023      425,000       490,026  
Ford Motor Credit Co. LLC, 1.514%, 2/17/2023      200,000       222,554  
IAA Spinco, Inc., 5.5%, 6/15/2027 (n)    $ 875,000       937,475  
Lear Corp., 4.25%, 5/15/2029      358,000       369,152  
Panther BR Aggregator 2 LP/Panther Finance Co., Inc., 8.5%, 5/15/2027 (n)      1,085,000       1,093,137  
Volkswagen International Finance N.V., 1.875%, 3/30/2027    EUR 300,000       357,383  
Volkswagen Leasing GmbH, 1.5%, 6/19/2026      300,000       347,749  
    

 

 

 
             $ 6,839,684  
Banks & Diversified Financials (Covered Bonds) - 0.2%

 

       
BPER Banca S.p.A., 5.125% to 5/31/2022, FLR (EUR Swap Rate - 5yr. + 4.91%) to 5/31/2027    EUR 800,000     $ 943,544  
Broadcasting - 3.2%                 
Diamond Sports Group, LLC/Diamond Sports Finance Co., 5.375%, 8/15/2026 (n)    $ 370,000     $ 386,650  
Diamond Sports Group, LLC/Diamond Sports Finance Co., 6.625%, 8/15/2027 (z)      565,000       581,950  
Discovery, Inc., 4.125%, 5/15/2029      219,000       233,046  
Fox Corp., 4.709%, 1/25/2029 (n)      122,000       138,805  
iHeartCommunications, Inc., 6.375%, 5/01/2026 (n)      130,000       139,425  
iHeartCommunications, Inc., 5.25%, 8/15/2027 (z)      190,000       196,023  
Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029      605,000       624,663  
Match Group, Inc., 6.375%, 6/01/2024      1,060,000       1,113,000  
Match Group, Inc., 5%, 12/15/2027 (n)      655,000       683,656  
MMS USA Financing, Inc., 1.75%, 6/13/2031    EUR 1,200,000       1,382,860  
National CineMedia, LLC, 5.875%, 4/15/2028 (z)    $ 505,000       530,806  
Netflix, Inc., 5.875%, 2/15/2025      1,410,000       1,551,000  
Netflix, Inc., 5.875%, 11/15/2028      470,000       517,588  
Netflix, Inc., 3.875%, 11/15/2029 (n)    EUR 700,000       798,783  
Nexstar Escrow Corp., 5.625%, 7/15/2027 (n)    $ 705,000       743,563  
SES S.A., 0.875%, 11/04/2027    EUR 150,000       167,594  
SES S.A., 5.625% to 1/29/2024, FLR (EUR Swap Rate - 5yr. + 5.4%) to 1/29/2029, FLR (EUR Swap Rate - 5yr. + 5.65%) to 1/29/2044, FLR (EUR Swap Rate - 5yr. + 6.4%) to 12/29/2049      550,000       696,226  
WMG Acquisition Corp., 5%, 8/01/2023 (n)    $ 250,000       256,250  
WMG Acquisition Corp., 4.875%, 11/01/2024 (n)      1,135,000       1,174,725  
WMG Acquisition Corp., 5.5%, 4/15/2026 (n)      195,000       204,750  
WPP Finance, 3.75%, 9/19/2024      352,000       369,827  
WPP Finance 2016 Co., 1.375%, 3/20/2025    EUR 350,000       407,460  
    

 

 

 
             $ 12,898,650  

 

13


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Brokerage & Asset Managers - 0.4%                 
E*TRADE Financial Corp., 2.95%, 8/24/2022    $ 245,000     $ 249,594  
Euroclear Investments S.A., 2.625%, 4/11/2048    EUR 300,000       366,878  
Intercontinental Exchange, Inc., 3.75%, 12/01/2025    $ 450,000       488,974  
Low Income Investment Fund, 3.386%, 7/01/2026      185,000       190,383  
Low Income Investment Fund, 3.711%, 7/01/2029      490,000       509,880  
    

 

 

 
             $ 1,805,709  
Building - 3.5%                 
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n)    $ 1,000,000     $ 1,050,300  
ABC Supply Co., Inc., 4%, 1/15/2028 (z)      1,140,000       1,137,150  
Beacon Escrow Corp., 4.875%, 11/01/2025 (n)      791,000       777,197  
Beacon Roofing Supply, Inc., 4.5%, 11/15/2026 (n)      345,000       351,900  
Core & Main LP, 8.625%, (8.625% cash or
9.375% PIK) 9/15/2024 (p)(z)
     120,000       119,400  
Core & Main LP, 6.125%, 8/15/2025 (n)      645,000       655,481  
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)      451,000       490,998  
HD Supply, Inc., 5.375%, 10/15/2026 (n)      1,160,000       1,226,700  
Imerys S.A., 1.5%, 1/15/2027    EUR 400,000       461,404  
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n)    $ 560,000       580,911  
James Hardie International Finance Ltd., 5%, 1/15/2028 (n)      600,000       628,500  
Martin Marietta Materials, Inc., 3.45%, 6/01/2027      225,000       232,944  
Masco Corp., 4.45%, 4/01/2025      170,000       184,988  
Masco Corp., 4.375%, 4/01/2026      791,000       858,488  
NCI Building Systems, Inc., 8%, 4/15/2026 (n)      455,000       447,438  
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n)      490,000       507,150  
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n)      861,000       895,440  
Patrick Industries, Inc., 7.5%, 10/15/2027 (z)      380,000       394,250  
PriSo Acquisition Corp., 9%, 5/15/2023 (n)      734,000       673,445  
Standard Industries, Inc., 5.375%, 11/15/2024 (n)      985,000       1,013,368  
Standard Industries, Inc., 6%, 10/15/2025 (n)      655,000       687,750  
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023      995,000       1,014,029  
    

 

 

 
             $ 14,389,231  
Business Services - 2.4%                 
Ascend Learning LLC, 6.875%, 8/01/2025 (n)    $ 695,000     $ 725,406  
CDK Global, Inc., 4.875%, 6/01/2027      1,000,000       1,053,750  
Equinix, Inc., 5.75%, 1/01/2025      490,000       506,552  
Equinix, Inc., 5.875%, 1/15/2026      325,000       345,215  
Equinix, Inc., 2.875%, 2/01/2026    EUR 450,000       521,408  
Euronet Worldwide, Inc., 1.375%, 5/22/2026      1,100,000       1,223,233  
Fidelity National Information Services, Inc., 3.875%, 6/05/2024    $ 180,000       192,470  
Fidelity National Information Services, Inc., 2.602%, 5/21/2025    GBP 100,000       136,012  
Fidelity National Information Services, Inc., 5%, 10/15/2025    $ 58,000       66,282  
Fidelity National Information Services, Inc., 3%, 8/15/2026      1,004,000       1,037,825  

 

14


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Business Services - continued                 
Fidelity National Information Services, Inc., 3.36%, 5/21/2031    GBP 150,000     $ 214,985  
Financial & Risk U.S. Holdings, Inc., 8.25%, 11/15/2026 (n)    $ 325,000       364,813  
Fiserv, Inc., 4.4%, 7/01/2049      196,000       219,508  
Iron Mountain, Inc., REIT, 4.875%, 9/15/2027      205,000       211,919  
MSCI, Inc., 5.75%, 8/15/2025 (n)      530,000       555,837  
MSCI, Inc., 4.75%, 8/01/2026 (n)      1,725,000       1,806,851  
Verscend Escrow Corp., 9.75%, 8/15/2026 (n)      640,000       680,800  
    

 

 

 
             $ 9,862,866  
Cable TV - 5.9%                 
Altice Financing S.A., 7.5%, 5/15/2026 (n)    $ 280,000     $ 297,500  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024      232,000       237,730  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n)      1,025,000       1,063,437  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)      2,025,000       2,138,400  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n)      1,200,000       1,272,000  
CCO Holdings LLC/CCO Holdings Capital Corp., 4.75%, 3/01/2030 (z)      490,000       499,653  
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035      347,000       426,630  
CSC Holdings LLC, 5.5%, 5/15/2026 (n)      665,000       700,744  
CSC Holdings LLC, 5.5%, 4/15/2027 (n)      2,775,000       2,941,528  
CSC Holdings LLC, 7.5%, 4/01/2028 (n)      450,000       507,375  
DISH DBS Corp., 5.875%, 11/15/2024      755,000       756,887  
Eutelsat S.A., 2.25%, 7/13/2027    EUR 800,000       939,727  
Intelsat Connect Finance, 9.5%, 2/15/2023 (n)    $ 440,000       408,144  
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023      1,190,000       1,112,650  
LCPR Senior Secured Financing D.A.C., 6.75%, 10/15/2027 (z)      305,000       313,006  
Sirius XM Holdings, Inc., 4.625%, 7/15/2024 (n)      1,205,000       1,259,225  
Sirius XM Holdings, Inc., 5.5%, 7/01/2029 (n)      375,000       405,356  
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n)      540,000       549,720  
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n)      650,000       676,000  
Sirius XM Radio, Inc., 5.375%, 7/15/2026 (n)      388,000       409,340  
Telenet Finance Luxembourg S.A., 5.5%, 3/01/2028 (n)      1,200,000       1,276,200  
Telesat Holdings, Inc., 6.5%, 10/15/2027 (z)      465,000       485,483  
Time Warner Cable, Inc., 4.5%, 9/15/2042      210,000       210,175  
Videotron Ltd., 5.375%, 6/15/2024 (n)      215,000       233,544  
Videotron Ltd., 5.125%, 4/15/2027 (n)      1,950,000       2,071,875  
Virgin Media Finance PLC, 5.75%, 1/15/2025 (n)      400,000       412,000  
Virgin Media Secured Finance PLC, 5.5%, 5/15/2029 (z)      465,000       494,063  
VTR Finance B.V., 6.875%, 1/15/2024 (n)      770,000       789,250  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Cable TV - continued                 
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n)    $ 1,305,000     $ 1,344,150  
    

 

 

 
             $ 24,231,792  
Chemicals - 1.7%                 
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n)    $ 1,620,000     $ 1,672,650  
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n)      1,505,000       1,459,850  
Element Solutions, Inc., 5.875%, 12/01/2025 (z)      280,000       292,294  
Sherwin-Williams Co., 3.8%, 8/15/2049      341,000       346,607  
Sociedad Quimica y Minera de Chile S.A., 4.25%, 5/07/2029 (n)      1,194,000       1,261,461  
SPCM S.A., 4.875%, 9/15/2025 (n)      1,005,000       1,040,175  
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 8%, 10/01/2026 (z)      550,000       547,250  
Symrise AG, 1.25%, 11/29/2025    EUR 385,000       446,184  
    

 

 

 
             $ 7,066,471  
Computer Software - 1.6%                 
Dassault Systemes S.A., 0.125%, 9/16/2026    EUR 300,000     $ 334,091  
Dassault Systemes S.A., 0.375%, 9/16/2029      300,000       333,661  
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)    $ 863,000       936,347  
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n)      556,000       564,551  
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n)      600,000       684,827  
Microsoft Corp., 4.1%, 2/06/2037      1,422,000       1,683,740  
Microsoft Corp., 3.95%, 8/08/2056      244,000       288,823  
VeriSign, Inc., 5.25%, 4/01/2025      870,000       952,650  
VeriSign, Inc., 4.75%, 7/15/2027      770,000       813,312  
    

 

 

 
             $ 6,592,002  
Computer Software - Systems - 1.7%                 
Apple, Inc., 4.5%, 2/23/2036    $ 1,100,000     $ 1,337,879  
Apple, Inc., 4.25%, 2/09/2047      135,000       161,737  
CDW LLC/CDW Finance Corp., 4.25%, 4/01/2028      810,000       838,431  
Fair Isaac Corp., 5.25%, 5/15/2026 (n)      1,200,000       1,302,000  
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)      720,000       746,863  
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n)      1,555,000       1,595,819  
SS&C Technologies Holdings, Inc., 5.5%, 9/30/2027 (n)      1,015,000       1,086,050  
    

 

 

 
             $ 7,068,779  
Conglomerates - 2.1%                 
Alstom S.A., 0.25%, 10/14/2026    EUR 200,000     $ 221,588  
Amsted Industries Co., 5.625%, 7/01/2027 (n)    $ 685,000       724,388  
BWX Technologies, Inc., 5.375%, 7/15/2026 (n)      1,080,000       1,143,774  
CFX Escrow Corp., 6.375%, 2/15/2026 (n)      210,000       227,325  

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Conglomerates - continued                 
EnerSys, 5%, 4/30/2023 (n)    $ 870,000     $ 897,187  
Gates Global LLC, 6%, 7/15/2022 (n)      457,000       456,429  
Granite Holdings U.S. Acquisition Co., 11%, 10/01/2027 (z)      245,000       227,238  
Illinois Tool Works, Inc., 1%, 6/05/2031    EUR 320,000       372,123  
MTS Systems Corp., 5.75%, 8/15/2027 (z)    $ 540,000       565,650  
Roper Technologies, Inc., 4.2%, 9/15/2028      343,000       379,851  
Roper Technologies, Inc. , 2.95%, 9/15/2029      270,000       273,579  
Stevens Holding Co., Inc., 6.125%, 10/01/2026 (n)      680,000       731,000  
TriMas Corp., 4.875%, 10/15/2025 (n)      1,290,000       1,312,575  
United Technologies Corp., 3.65%, 8/16/2023      493,000       521,479  
Wabtec Corp., 4.95%, 9/15/2028      364,000       401,750  
    

 

 

 
             $ 8,455,936  
Construction - 0.7%                 
Mattamy Group Corp., 6.5%, 10/01/2025 (n)    $ 825,000     $ 872,437  
Toll Brothers Finance Corp., 4.875%, 11/15/2025      570,000       615,600  
Toll Brothers Finance Corp., 4.35%, 2/15/2028      1,150,000       1,195,641  
    

 

 

 
             $ 2,683,678  
Consumer Products - 0.7%                 
Coty, Inc., 6.5%, 4/15/2026 (n)    $ 570,000     $ 584,011  
Energizer Holdings, Inc., 6.375%, 7/15/2026 (n)      1,010,000       1,076,963  
Mattel, Inc., 6.75%, 12/31/2025 (n)      130,000       135,687  
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)      500,000       523,340  
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)      396,000       409,264  
    

 

 

 
             $ 2,729,265  
Consumer Services - 2.4%                 
Allied Universal Holdco LLC, 9.75%, 7/15/2027 (n)    $ 580,000     $ 606,100  
Booking Holdings, Inc., 3.55%, 3/15/2028      238,000       256,385  
Cimpress N.V., 7%, 6/15/2026 (n)      815,000       859,825  
Experian Finance PLC, 4.25%, 2/01/2029 (n)      778,000       875,273  
Frontdoor, Inc., 6.75%, 8/15/2026 (n)      675,000       734,906  
G4S International Finance PLC, 1.5%, 1/09/2023    EUR 550,000       627,466  
GW B-CR Security Corp., 9.5%, 11/01/2027    $ 104,000       106,860  
IHS Markit Ltd., 3.625%, 5/01/2024      180,000       188,188  
IHS Markit Ltd., 4%, 3/01/2026 (n)      165,000       173,946  
IHS Markit Ltd., 4.25%, 5/01/2029      270,000       290,847  
ManpowerGroup, Inc., 1.75%, 6/22/2026    EUR 450,000       538,260  
NVA Holdings, Inc., 6.875%, 4/01/2026 (n)    $ 400,000       429,000  
Realogy Group LLC, 9.375%, 4/01/2027 (n)      705,000       692,663  
Service Corp. International, 5.125%, 6/01/2029      570,000       607,050  
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n)      1,015,000       1,050,525  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Consumer Services - continued                 
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2027 (n)    $ 1,052,000     $ 757,393  
Visa, Inc., 4.15%, 12/14/2035      465,000       559,574  
Visa, Inc., 3.65%, 9/15/2047      273,000       307,545  
    

 

 

 
             $ 9,661,806  
Containers - 2.7%                 
ARD Finance S.A., 7.125%, 9/15/2023    $ 970,000     $ 1,007,587  
ARD Securities Finance, 8.75%, (8.75% cash or
8.75% PIK) 1/31/2023 (n)(p)
     580,030       589,979  
Ball Corp., 5.25%, 7/01/2025      330,000       367,125  
BWAY Holding Co., Inc., 7.25%, 4/15/2025 (n)      455,000       435,094  
Crown American LLC, 4.5%, 1/15/2023      1,147,000       1,198,615  
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026      945,000       986,344  
Crown Americas LLC/Crown Americas Capital Corp. VI, 4.75%, 2/01/2026      420,000       440,706  
DS Smith PLC, 0.875%, 9/12/2026    EUR 350,000       384,656  
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n)    $ 665,000       623,438  
Reynolds Group, 5.75%, 10/15/2020      581,465       583,471  
Reynolds Group, 5.125%, 7/15/2023 (n)      725,000       743,814  
Reynolds Group, 7%, 7/15/2024 (n)      195,000       201,825  
San Miguel Industrias PET S.A., 4.5%, 9/18/2022      839,000       856,913  
Sealed Air Corp., 4.875%, 12/01/2022 (n)      1,110,000       1,175,212  
Silgan Holdings, Inc., 4.75%, 3/15/2025      890,000       910,025  
Trivium Packaging Finance B.V., 8.5%, 8/15/2027 (z)      400,000       426,500  
    

 

 

 
             $ 10,931,304  
Electrical Equipment - 0.3%                 
CommScope Technologies LLC, 6%, 6/15/2025 (n)    $ 545,000     $ 484,887  
CommScope Technologies LLC, 5%, 3/15/2027 (n)      850,000       694,875  
    

 

 

 
             $ 1,179,762  
Electronics - 1.8%                 
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027    $ 767,000     $ 774,514  
Broadcom, Inc., 4.25%, 4/15/2026 (n)      734,000       766,258  
Entegris, Inc., 4.625%, 2/10/2026 (n)      890,000       916,280  
Qorvo, Inc., 5.5%, 7/15/2026      1,230,000       1,313,000  
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)      1,535,000       1,684,663  
Sensata Technologies B.V., 5%, 10/01/2025 (n)      890,000       959,153  
Sensata Technologies, Inc., 4.375%, 2/15/2030 (n)      780,000       785,363  
Texas Instruments, Inc., 2.25%, 9/04/2029      312,000       307,903  
    

 

 

 
             $ 7,507,134  

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Emerging Market Quasi-Sovereign - 8.5%                 
Abu Dhabi Crude Oil Pipeline, 3.65%, 11/02/2029    $ 1,100,000     $ 1,181,246  
Aeropuerto Internacional de Tocumen S.A. (Republic of Panama), 6%, 11/18/2048 (n)      1,020,000       1,269,900  
Banco de Reservas de la Republica Dominicana, 7%, 2/01/2023 (n)      946,000       992,127  
China Construction Bank, 4.25% to 2/27/2024, FLR (CMT - 5yr. + 1.88%) to 2/27/2029      964,000       1,009,070  
CNPC (HK) Overseas Capital Ltd. (People’s Republic of China), 4.5%, 4/28/2021 (n)      1,242,000       1,280,266  
Corporacion Nacional del Cobre de Chile, 4.375%, 2/05/2049 (n)      1,007,000       1,115,111  
Empresa Nacional del Petroleo (Republic of Chile), 3.75%, 8/05/2026      1,306,000       1,332,503  
Empresa Nacional del Petroleo (Republic of Chile), 3.75%, 8/05/2026 (n)      423,000       431,584  
EQUATE Petrochemical B.V. (State of Kuwait), 4.25%, 11/03/2026      1,034,000       1,100,168  
Eskom Holdings SOC Ltd. (Republic of South Africa), 6.35%, 8/10/2028 (n)      1,052,000       1,112,761  
Export-Import Bank of India, 3.375%, 8/05/2026      1,366,000       1,399,787  
Gaz Capital S.A. (Russian Federation), 4.95%, 2/06/2028 (n)      492,000       536,099  
Greenko Dutch B.V., 5.25%, 7/24/2024      902,000       908,549  
KazMunayGas National Co., JSC (Republic of Kazakhstan), 5.375%, 4/24/2030 (n)      1,002,000       1,152,320  
KazMunayGas National Co., JSC (Republic of Kazakhstan), 6.375%, 10/24/2048 (n)      984,000       1,237,675  
MDGH - GMTN B.V. (United Arab Emirates), 2.5%, 11/07/2024      508,000       506,730  
MDGH - GMTN B.V. (United Arab Emirates), 2.875%, 11/07/2029 (z)      1,091,000       1,081,181  
NTPC Ltd. (Republic of India), 4.25%, 2/26/2026      1,313,000       1,389,167  
Office Cherifien des Phosphates S.A. (Republic of Madagascar), 6.875%, 4/25/2044 (n)      373,000       464,385  
Petrobras Global Finance B.V. (Federative Republic of Brazil), 5.75%, 2/01/2029      1,322,000       1,471,188  
Petrobras Global Finance B.V. (Federative Republic of Brazil), 6.9%, 3/19/2049      935,000       1,086,751  
Petroleos del Peru S.A., 4.75%, 6/19/2032      1,067,000       1,153,107  
Petroleos Mexicanos, 6.49%, 1/23/2027 (n)      904,000       965,020  
Petroleos Mexicanos, 5.35%, 2/12/2028      1,000,000       987,500  
Power Finance Corp. Ltd. (Republic of India), 3.75%, 12/06/2027      550,000       550,455  
PT Indonesia Asahan Aluminium (Persero), 6.757%, 11/15/2048 (n)      753,000       965,953  
PT Pertamina (Persero) (Republic of Indonesia), 3.65%, 7/30/2029      650,000       667,127  
PT Pertamina (Persero) (Republic of Indonesia), 6.5%, 11/07/2048 (n)      1,200,000       1,569,587  
Sinopec Capital (2013) Ltd. (People’s Republic of China), 3.125%, 4/24/2023 (n)      666,000       680,424  

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Emerging Market Quasi-Sovereign - continued                 
Southern Gas Corridor CJSC (Republic of Azerbaijan), 6.875%, 3/24/2026    $ 1,367,000     $ 1,592,555  
State Bank of India (London), 4.375%, 1/24/2024      500,000       527,126  
State Grid Overseas Investment (2014) Ltd. (People’s Republic of China), 4.125%, 5/07/2024 (n)      1,563,000       1,682,513  
State Oil Company of the Azerbaijan Republic, 6.95%, 3/18/2030      1,152,000       1,382,400  
    

 

 

 
             $ 34,782,335  
Emerging Market Sovereign - 9.4%                 
Arab Republic of Egypt, 6.588%, 2/21/2028    $ 1,087,000     $ 1,106,023  
Arab Republic of Egypt, 6.375%, 4/11/2031 (n)    EUR 1,011,000       1,171,261  
Arab Republic of Egypt, 7.903%, 2/21/2048    $ 1,120,000       1,120,750  
Dominican Republic, 5.95%, 1/25/2027      997,000       1,095,464  
Dominican Republic, 6.85%, 1/27/2045      1,023,000       1,152,164  
Federal Republic of Nigeria, 8.747%, 1/21/2031 (n)      1,415,000       1,556,783  
Gabonese Republic, 6.95%, 6/16/2025      883,000       890,726  
Government of Mongolia, 8.75%, 3/09/2024      941,000       1,062,821  
Government of Ukraine, 7.75%, 9/01/2023      1,061,000       1,133,944  
Government of Ukraine, 7.75%, 9/01/2024      589,000       630,966  
Government of Ukraine, 7.75%, 9/01/2025      900,000       965,250  
Government of Ukraine, GDP Linked Bond, 0%, 5/31/2040      824,000       773,538  
Kingdom of Saudi Arabia, 4.375%, 4/16/2029 (n)      942,000       1,051,547  
Republic of Angola, 8.25%, 5/09/2028      491,000       512,560  
Republic of Argentina, 7.5%, 4/22/2026      884,000       374,825  
Republic of Argentina, 6.875%, 1/26/2027      1,469,000       576,597  
Republic of Colombia, 4.5%, 3/15/2029      1,216,000       1,356,460  
Republic of Colombia, 5%, 6/15/2045      1,050,000       1,222,200  
Republic of Colombia, 5.2%, 5/15/2049      1,003,000       1,204,102  
Republic of Cote d’Ivoire, 5.25%, 3/22/2030    EUR 750,000       827,064  
Republic of El Salvador, 7.65%, 6/15/2035    $ 1,029,000       1,117,762  
Republic of Ghana, 8.125%, 3/26/2032 (n)      1,186,000       1,198,572  
Republic of Guatemala, 6.125%, 6/01/2050 (n)      792,000       929,618  
Republic of Hungary, 7.625%, 3/29/2041      488,000       801,731  
Republic of Indonesia, 4.125%, 1/15/2025 (n)      339,000       360,815  
Republic of Kenya, 8%, 5/22/2032 (n)      1,046,000       1,114,191  
Republic of Paraguay, 5.6%, 3/13/2048      1,049,000       1,208,983  
Republic of Romania, 2%, 12/08/2026 (n)    EUR 1,011,000       1,219,183  
Republic of Romania, 2.124%, 7/16/2031 (n)      1,200,000       1,385,202  
Republic of South Africa, 4.875%, 4/14/2026    $ 432,000       445,339  
Republic of Sri Lanka, 6.125%, 6/03/2025      668,000       658,275  
Republic of Sri Lanka, 7.55%, 3/28/2030 (n)      854,000       863,711  
Republic of Turkey, 7.625%, 4/26/2029      856,000       918,060  
Russian Federation, 4.75%, 5/27/2026      1,000,000       1,099,596  

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Emerging Market Sovereign - continued                 
Russian Federation, 4.25%, 6/23/2027    $ 1,000,000     $ 1,071,512  
Russian Federation, 4.375%, 3/21/2029      1,000,000       1,081,496  
State of Qatar, 4%, 3/14/2029 (n)      533,000       590,968  
State of Qatar, 4.817%, 3/14/2049 (n)      1,004,000       1,234,739  
United Mexican States, 4.5%, 4/22/2029      1,300,000       1,430,013  
    

 

 

 
             $ 38,514,811  
Energy - Independent - 1.4%                 
Afren PLC, 11.5%, 2/01/2016 (a)(d)(z)    $ 326,905     $ 268  
Afren PLC, 10.25%, 4/08/2019 (a)(d)(z)      213,708       175  
Callon Petroleum Co., 6.375%, 7/01/2026      535,000       498,887  
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n)      830,000       811,342  
Highpoint Operating Corp., 7%, 10/15/2022      75,000       67,125  
Jagged Peak Energy LLC, 5.875%, 5/01/2026      415,000       419,150  
Laredo Petroleum, Inc., 6.25%, 3/15/2023      75,000       68,438  
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas Finance Corp., 6%, 8/01/2026 (n)      580,000       580,000  
Montage Resources Corp., 8.875%, 7/15/2023      75,000       57,563  
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)      630,000       650,475  
Range Resources Corp., 4.875%, 5/15/2025      95,000       76,237  
Sanchez Energy Corp., 6.125%, 1/15/2023 (a)(d)      710,000       31,950  
SM Energy Co., 6.75%, 9/15/2026      495,000       424,462  
Southwestern Energy Co., 6.2%, 1/23/2025      95,000       83,600  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)      422,000       442,312  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026      1,025,000       1,074,335  
WPX Energy, Inc., 5.75%, 6/01/2026      500,000       502,500  
    

 

 

 
             $ 5,788,819  
Energy - Integrated - 0.3%                 
Eni S.p.A., 4%, 9/12/2023 (n)    $ 329,000     $ 347,992  
Eni S.p.A., 4.25%, 5/09/2029 (n)      379,000       416,376  
OMV AG, 1%, 7/03/2034    EUR 210,000       237,465  
    

 

 

 
             $ 1,001,833  
Entertainment - 1.1%                 
AMC Entertainment Holdings, Inc., 5.75%, 6/15/2025    $ 475,000     $ 451,298  
Live Nation Entertainment, Inc., 4.875%, 11/01/2024 (n)      300,000       310,500  
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n)      1,365,000       1,453,725  
Live Nation Entertainment, Inc., 4.75%, 10/15/2027 (n)      195,000       203,307  
Motion Bondco D.A.C., 6.625%, 11/15/2027 (z)      450,000       457,875  
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)      1,615,000       1,667,487  
    

 

 

 
             $ 4,544,192  

 

21


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Financial Institutions - 2.8%                 
AerCap Ireland Capital Ltd., 3.65%, 7/21/2027    $ 703,000     $ 724,424  
AnaCap Financial Europe S.A. SICAV-RAIF, 5%, 8/01/2024    EUR 650,000       645,563  
Avation Capital S.A., 6.5%, 5/15/2021 (n)    $ 400,000       417,000  
Avolon Holdings Funding Ltd., 5.125%, 10/01/2023      975,000       1,052,025  
Avolon Holdings Funding Ltd., 5.25%, 5/15/2024 (n)      640,000       697,920  
Avolon Holdings Funding Ltd., 3.95%, 7/01/2024 (n)      454,000       471,343  
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)      363,000       384,032  
Garfunkelux Holdco 3 S.A., 7.5%, 8/01/2022    EUR 550,000       579,608  
GE Capital International Funding Co., 3.373%, 11/15/2025    $ 1,086,000       1,117,433  
Global Aircraft Leasing Co. Ltd., 6.5%, (6.5% cash or 7.25% PIK) 9/15/2024 (n)(p)      1,330,000       1,361,189  
OneMain Financial Corp., 6.875%, 3/15/2025      485,000       549,263  
OneMain Financial Corp., 7.125%, 3/15/2026      315,000       359,100  
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n)      1,955,000       2,149,327  
Wand Merger Corp., 8.125%, 7/15/2023 (n)      685,000       726,100  
    

 

 

 
             $ 11,234,327  
Food & Beverages - 3.4%                 
Anheuser-Busch InBev N.V., 1.5%, 4/18/2030    EUR 325,000     $ 395,150  
Anheuser-Busch InBev S.A., 1.65%, 3/28/2031      330,000       405,839  
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023    $ 1,554,000       1,616,735  
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038      209,000       233,460  
Anheuser-Busch InBev Worldwide, Inc., 5.55%, 1/23/2049      331,000       437,121  
Constellation Brands, Inc., 4.25%, 5/01/2023      894,000       957,233  
Constellation Brands, Inc., 4.75%, 12/01/2025      313,000       351,525  
Cott Holdings, Inc., 5.5%, 4/01/2025 (n)      1,030,000       1,073,775  
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n)      1,030,000       1,133,010  
JBS USA Lux S.A./JBS USA Finance, Inc., 5.875%, 7/15/2024 (n)      685,000       706,406  
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)      1,540,000       1,618,925  
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n)      445,000       467,806  
NBM U.S. Holdings, Inc., 7%, 5/14/2026 (n)      1,446,000       1,533,483  
Performance Food Group Co., 5.5%, 10/15/2027 (z)      615,000       650,363  
Pilgrim’s Pride Corp., 5.75%, 3/15/2025 (n)      350,000       363,125  
Pilgrim’s Pride Corp., 5.875%, 9/30/2027 (n)      685,000       733,991  
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)      1,260,000       1,297,800  
    

 

 

 
             $ 13,975,747  
Forest & Paper Products - 0.1%                 
Celulosa Arauco y Constitucion, 4.2%, 1/29/2030 (z)    $ 400,000     $ 399,200  
Gaming & Lodging - 3.0%                 
CCM Merger, Inc., 6%, 3/15/2022 (n)    $ 760,000     $ 778,050  
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023      530,000       575,686  
GLP Capital LP/GLP Financing II, Inc., 5.25%, 6/01/2025      760,000       833,355  

 

22


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Gaming & Lodging - continued                 
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026    $ 350,000     $ 384,878  
GLP Capital LP/GLP Financing II, Inc., 5.75%, 6/01/2028      640,000       724,461  
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026      995,000       1,044,750  
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025      1,355,000       1,392,262  
Las Vegas Sands Corp., 3.9%, 8/08/2029      263,000       270,583  
MGM Growth Properties LLC, 4.5%, 9/01/2026      1,560,000       1,657,500  
Sands China Ltd., 5.4%, 8/08/2028      1,047,000       1,184,565  
Scientific Games Corp., 8.25%, 3/15/2026 (n)      435,000       460,013  
Wyndham Hotels Group LLC, 5.375%, 4/15/2026 (n)      1,495,000       1,577,225  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.5%, 3/01/2025 (n)      915,000       972,187  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.25%, 5/15/2027 (z)      150,000       156,375  
Wynn Macau Ltd., 5.5%, 10/01/2027 (n)      300,000       308,719  
    

 

 

 
             $ 12,320,609  
Industrial - 0.5%                 
Bilfinger SE, 4.5%, 6/14/2024    EUR 600,000     $ 716,879  
Investor AB, 1.5%, 6/20/2039      180,000       216,652  
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n)    $ 1,170,000       1,221,187  
    

 

 

 
             $ 2,154,718  
Insurance - 0.3%                 
American International Group, Inc., 1.875%, 6/21/2027    EUR 400,000     $ 482,202  
Argentum Zurich Insurance, 3.5%, 10/01/2046      500,000       642,301  
Assicurazioni Generali S.p.A., 2.124%, 10/01/2030      150,000       169,688  
La Mondiale, 4.375% to 10/24/2029, FLR (EUR Swap Rate - 5yr. + 4.411%) to 10/24/2060      100,000       114,949  
    

 

 

 
             $ 1,409,140  
Insurance - Health - 0.6%                 
Centene Corp., 6.125%, 2/15/2024    $ 540,000     $ 561,433  
Centene Corp., 5.375%, 6/01/2026 (n)      700,000       740,950  
UnitedHealth Group, Inc., 4.625%, 7/15/2035      1,009,000       1,222,206  
    

 

 

 
             $ 2,524,589  
Insurance - Property & Casualty - 1.5%                 
Alliant Holdings Intermediate LLC, 6.75%, 10/15/2027 (z)    $ 625,000     $ 650,069  
AssuredPartners, Inc., 7%, 8/15/2025 (n)      620,000       617,675  
Berkshire Hathaway, Inc., 2.75%, 3/15/2023      359,000       369,786  
Chubb INA Holdings, Inc., 2.3%, 11/03/2020      144,000       144,446  
Chubb INA Holdings, Inc., 2.875%, 11/03/2022      336,000       345,601  
Chubb INA Holdings, Inc., 0.875%, 6/15/2027    EUR 100,000       114,958  
Chubb INA Holdings, Inc., 1.55%, 3/15/2028      100,000       120,470  
Chubb INA Holdings, Inc., 2.5%, 3/15/2038      227,000       305,975  

 

23


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Insurance - Property & Casualty - continued                 
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049    $ 526,000     $ 537,166  
Hub International Ltd., 7%, 5/01/2026 (n)      1,080,000       1,111,050  
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024      315,000       331,476  
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047      197,000       228,110  
Progressive Corp., 4.125%, 4/15/2047      602,000       704,809  
QBE Capital Funding III Ltd., 7.5% to 5/24/2021, FLR (GBP Swap Rate - 10yr. + 4.003%) to 5/24/2041    GBP 300,000       408,520  
    

 

 

 
             $ 5,990,111  
International Market Quasi-Sovereign - 0.6%                 
Electricite de France, 5.875% to 1/22/2029, FLR (GBP Swap Rate - 15yr. + 3.046%) to 1/22/2049, FLR (GBP Swap Rate - 15yr. + 3.796%) to 12/31/2165    GBP 900,000     $ 1,259,081  
Islandsbanki (Republic of Iceland), 1.125%, 1/19/2024    EUR 820,000       917,057  
Vattenfall AB (Kingdom of Sweden), 0.5%, 6/24/2026      110,000       124,541  
    

 

 

 
             $ 2,300,679  
International Market Sovereign - 0.1%                 
Government of Japan, 2.4%, 3/20/2037    JPY 24,900,000     $ 319,010  
Local Authorities - 0.2%                 
Province of Alberta, 4.5%, 12/01/2040    CAD 410,000     $ 408,973  
Province of British Columbia, 2.3%, 6/18/2026      595,000       462,212  
    

 

 

 
             $ 871,185  
Machinery & Tools - 0.4%                 
Ashtead Capital, Inc., 5.625%, 10/01/2024 (n)    $ 865,000     $ 890,950  
Atlas Copco Finance DAC, 0.125%, 9/03/2029    EUR 100,000       108,229  
John Deere Cash Management S.A., 1.65%, 6/13/2039      350,000       426,232  
    

 

 

 
             $ 1,425,411  
Major Banks - 5.0%                 
Bank of America Corp., 3.5%, 4/19/2026    $ 1,437,000     $ 1,527,987  
Bank of Ireland Group PLC, 0.75%, 7/08/2024    EUR 200,000       224,116  
Bankinter S.A., 0.875%, 7/08/2026      400,000       451,067  
Barclays Bank PLC, 6%, 1/14/2021      500,000       595,259  
Barclays PLC, 2% to 1/24/2025, FLR (EUR Swap Rate - 1yr. + 0.78%) to 2/07/2028      950,000       1,067,498  
Barclays PLC, 7.875%, 12/29/2049    $ 500,000       533,164  
Credit Agricole S.A., 1.25%, 10/02/2024    GBP 400,000       515,327  
Credit Suisse Group AG, 1.25%, 7/17/2025    EUR 500,000       580,062  
Credit Suisse Group AG, 1%, 6/24/2027      900,000       1,030,892  
Credit Suisse Group AG, 7.25%, 12/29/2049 (n)    $ 500,000       543,750  
Erste Group Bank AG, 0.875%, 5/22/2026    EUR 300,000       343,946  

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Major Banks - continued                 
Erste Group Bank AG, 5.125% to 10/15/2025, FLR (EUR Swap Rate - 5yr. + 4.851%) to 10/15/2067    EUR 800,000     $ 963,544  
Goldman Sachs Group, Inc., 3%, 4/26/2022    $ 1,250,000       1,266,576  
HSBC Holdings PLC, 4.375%, 11/23/2026      399,000       431,145  
JPMorgan Chase & Co., 2.95%, 10/01/2026      1,137,000       1,173,540  
JPMorgan Chase & Co., 4.26%, 2/22/2048      600,000       700,225  
Morgan Stanley, 3.125%, 7/27/2026      572,000       594,015  
Morgan Stanley, 3.95%, 4/23/2027      988,000       1,052,498  
Nationwide Building Society, 1.5%, 3/08/2026    EUR 200,000       233,713  
Raiffeisen Bank International AG, 1.5% to 3/12/2025, FLR (EUR Swap Rate - 5yr. + 2.1%) to 3/12/2030      200,000       222,208  
Royal Bank of Canada, 2.55%, 7/16/2024    $ 1,761,000       1,788,123  
Sumitomo Mitsui Financial Group, Inc., 0.465%, 5/30/2024    EUR 250,000       281,256  
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028    $ 1,027,000       1,097,173  
UBS Group AG, 6.875% to 8/07/2025, FLR (Swap Rate - 5yr. + 4.59%) to 12/29/2049      990,000       1,072,665  
UBS Group Funding (Jersey) Ltd., 7%, 7/28/2060 (n)      1,043,000       1,118,618  
UniCredit S.p.A., 1.625% to 7/03/2024, FLR (EURIBOR - 3mo. + 1.9%) to 7/03/2025    EUR 600,000       688,423  
UniCredito Italiano S.p.A., 6.572%, 1/14/2022 (n)    $ 412,000       443,557  
    

 

 

 
             $ 20,540,347  
Medical & Health Technology & Services - 5.4%                 
Alcon, Inc., 3.8%, 9/23/2049 (n)    $ 200,000     $ 208,060  
Avantor, Inc., 9%, 10/01/2025 (n)      1,240,000       1,385,328  
BCPE Cycle Merger Sub II, Inc., 10.625%, 7/15/2027 (n)      255,000       238,425  
Becton, Dickinson and Co., 1.401%, 5/24/2023    EUR 700,000       808,823  
Becton, Dickinson and Co., 3.734%, 12/15/2024    $ 66,000       70,521  
Becton, Dickinson and Co., 4.685%, 12/15/2044      212,000       249,579  
Cigna Corp., 4.125%, 11/15/2025      522,000       565,362  
DaVita, Inc., 5%, 5/01/2025      700,000       707,140  
Encompass Health Corp., 5.75%, 9/15/2025      370,000       386,188  
Encompass Health Corp., 4.5%, 2/01/2028      195,000       199,388  
HCA, Inc., 7.5%, 2/15/2022      835,000       926,432  
HCA, Inc., 5.375%, 2/01/2025      2,490,000       2,735,887  
HCA, Inc., 5.875%, 2/15/2026      1,210,000       1,361,250  
HCA, Inc., 5.25%, 6/15/2026      471,000       527,062  
HCA, Inc., 5.625%, 9/01/2028      160,000       179,800  
HCA, Inc., 5.125%, 6/15/2039      287,000       315,206  
HealthSouth Corp., 5.125%, 3/15/2023      1,120,000       1,142,400  
HealthSouth Corp., 5.75%, 11/01/2024      143,000       144,609  
Heartland Dental LLC, 8.5%, 5/01/2026 (n)      605,000       595,169  
IQVIA Holdings, Inc., 5%, 5/15/2027 (n)      1,365,000       1,446,900  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      614,000       685,159  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Medical & Health Technology & Services - continued

 

       
Medtronic Global Holdings S.C.A., 1.75%, 7/02/2049    EUR 1,000,000     $ 1,123,363  
MPH Acquisition Holdings LLC, 7.125%, 6/01/2024 (n)    $ 575,000       531,904  
Northwell Healthcare, Inc., 4.26%, 11/01/2047      532,000       588,691  
Polaris, 8.5%, (8.5% cash or 8.5% PIK) 12/01/2022 (n)(p)      325,000       272,188  
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n)      835,000       880,925  
Regional Care/LifePoint Health, Inc., 9.75%, 12/01/2026 (n)      920,000       1,009,700  
Team Health Holdings, Inc., 6.375%, 2/01/2025 (n)      200,000       129,000  
Tenet Healthcare Corp., 6.75%, 6/15/2023      610,000       645,655  
Tenet Healthcare Corp., 4.875%, 1/01/2026 (z)      700,000       724,500  
Thermo Fisher Scientific, Inc., 2.95%, 9/19/2026      245,000       254,665  
Thermo Fisher Scientific, Inc., 0.875%, 10/01/2031    EUR 200,000       223,830  
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n)    $ 735,000       700,087  
    

 

 

 
             $ 21,963,196  
Medical Equipment - 1.0%                 
Abbott Ireland Financing Co., 1.5%, 9/27/2026    EUR 450,000     $ 539,535  
DH Europe Finance II S.à r.l., 0.45%, 3/18/2028      100,000       110,504  
DH Europe Finance II S.à r.l., 1.35%, 9/18/2039      250,000       271,018  
DH Europe Finance II S.à r.l., 1.8%, 9/18/2049      150,000       163,278  
Hill-Rom Holdings, Inc., 4.375%, 9/15/2027 (n)    $ 565,000       581,950  
Teleflex, Inc., 5.25%, 6/15/2024      1,005,000       1,032,009  
Teleflex, Inc., 4.875%, 6/01/2026      445,000       466,555  
Teleflex, Inc., 4.625%, 11/15/2027      1,015,000       1,063,212  
    

 

 

 
             $ 4,228,061  
Metals & Mining - 1.9%                 
Baffinland Iron Mines Corp./Baffinland Iron Mines LP, 8.75%, 7/15/2026 (n)    $ 550,000     $ 550,000  
Big River Steel LLC, 7.25%, 9/01/2025 (n)      180,000       184,950  
Freeport-McMoRan Copper & Gold, Inc., 5.4%, 11/14/2034      560,000       546,700  
Freeport-McMoRan, Inc., 5%, 9/01/2027      670,000       684,237  
Freeport-McMoRan, Inc., 5.25%, 9/01/2029      670,000       681,926  
Grinding Media, Inc./Moly-Cop AltaSteel Ltd., 7.375%, 12/15/2023 (n)      300,000       289,500  
Harsco Corp., 5.75%, 7/31/2027 (n)      665,000       690,782  
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n)      1,025,000       512,500  
Novelis Corp., 5.875%, 9/30/2026 (n)      920,000       966,092  
Petra Diamonds U.S. Treasury PLC, 7.25%, 5/01/2022 (n)      263,000       184,100  
Steel Dynamics, Inc., 4.125%, 9/15/2025      700,000       715,820  
Steel Dynamics, Inc., 5%, 12/15/2026      515,000       548,578  
SunCoke Energy Partners LP/SunCoke Energy Partners Finance Corp., 7.5%, 6/15/2025 (n)      275,000       233,750  

 

26


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Metals & Mining - continued                 
TMS International Corp., 7.25%, 8/15/2025 (n)    $ 790,000     $ 653,725  
Vale S.A., 3.75%, 1/10/2023    EUR 400,000       482,925  
    

 

 

 
             $ 7,925,585  
Midstream - 4.0%                 
AI Candelaria Spain SLU, 7.5%, 12/15/2028 (n)    $ 1,248,000     $ 1,407,120  
Antero Midstream Partners LP, 5.75%, 3/01/2027 (z)      95,000       70,656  
APT Pipelines Ltd., 5%, 3/23/2035 (n)      542,000       605,443  
Cheniere Energy Partners LP, 5.25%, 10/01/2025      1,525,000       1,578,375  
Cheniere Energy, Inc., 5.875%, 3/31/2025      1,735,000       1,923,837  
Cheniere Energy, Inc., 4.5%, 10/01/2029 (n)      550,000       560,313  
Cosan Ltd., 5.5%, 9/20/2029 (n)      1,219,000       1,267,760  
GNL Quintero S.A., 4.634%, 7/31/2029 (n)      1,030,000       1,088,195  
MPLX LP, 4.5%, 4/15/2038      371,000       379,099  
ONEOK, Inc., 4.95%, 7/13/2047      1,328,000       1,437,960  
Peru LNG, 5.375%, 3/22/2030      1,047,000       1,072,128  
Plains All American Pipeline, 3.55%, 12/15/2029      436,000       416,857  
Sabine Pass Liquefaction LLC, 5%, 3/15/2027      500,000       549,201  
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028      400,000       421,989  
Star Energy Geothermal Pte. Ltd., 6.75%, 4/24/2033      790,280       837,944  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023      665,000       667,494  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.125%, 2/01/2025 (n)      625,000       640,637  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.375%, 2/01/2027      1,195,000       1,223,381  
    

 

 

 
             $ 16,148,389  
Mortgage-Backed - 4.2%                 
Fannie Mae, 2.5%, 10/01/2034    $ 2,406,443     $ 2,436,666  
Fannie Mae, 3%, 11/01/2034      2,000,000       2,055,532  
Freddie Mac, 2.673%, 3/25/2026      1,099,000       1,140,614  
Freddie Mac, 3.194%, 7/25/2027      850,000       913,266  
Freddie Mac, 3.926%, 7/25/2028      5,400,000       6,105,655  
Freddie Mac, 4.06%, 10/25/2028      2,010,000       2,298,245  
Ginnie Mae, 3%, 10/20/2049      2,000,000       2,059,481  
    

 

 

 
             $ 17,009,459  
Municipals - 0.1%                 
Commonwealth of Puerto Rico, Public Improvement, “C-7”, 6%, 7/01/2027    $ 50,000     $ 51,509  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “C”, 5.45%, 8/15/2028      209,000       242,722  
    

 

 

 
             $ 294,231  

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Natural Gas - Distribution - 0.5%                 
Boston Gas Co., 3.15%, 8/01/2027 (n)    $ 420,000     $ 438,375  
Infraestructura Energética Nova S.A.B. de C.V., 4.875%, 1/14/2048      650,000       619,125  
NiSource, Inc., 2.95%, 9/01/2029      826,000       833,916  
    

 

 

 
             $ 1,891,416  
Network & Telecom - 0.8%                 
AT&T, Inc., 4.75%, 5/15/2046    $ 1,175,000     $ 1,304,532  
C&W Senior Financing Designated Activity, 6.875%, 9/15/2027 (z)      450,000       473,625  
Telecom Italia S.p.A., 3%, 9/30/2025    EUR 450,000       538,877  
Verizon Communications, Inc., 0.875%, 3/19/2032      360,000       402,177  
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n)    $ 455,000       462,453  
    

 

 

 
             $ 3,181,664  
Oil Services - 0.4%                 
Apergy Corp., 6.375%, 5/01/2026    $ 750,000     $ 733,125  
Diamond Offshore Drill Co., 5.7%, 10/15/2039      560,000       299,600  
Ensign Drilling, Inc., 9.25%, 4/15/2024 (n)      155,000       131,750  
Nabors Industries, Inc., 5.75%, 2/01/2025      450,000       335,385  
    

 

 

 
             $ 1,499,860  
Oils - 0.9%                 
Neste Oyj, 1.5%, 6/07/2024    EUR 500,000     $ 584,002  
Parkland Fuel Corp., 6%, 4/01/2026 (n)    $ 940,000       993,768  
PBF Holding Co. LLC/PBF Finance Corp., 7%, 11/15/2023      175,000       180,250  
PBF Holding Co. LLC/PBF Finance Corp., 7.25%, 6/15/2025      745,000       778,525  
Phillips 66, 4.875%, 11/15/2044      606,000       726,617  
Thaioil Treasury Center Co. Ltd., 5.375%, 11/20/2048 (n)      359,000       475,135  
    

 

 

 
             $ 3,738,297  
Other Banks & Diversified Financials - 2.8%                 
ABANCA Corp. Bancaria S.A., 6.125% to 1/18/2024, FLR (EUR Swap Rate - 5yr. + 5.93%) to 1/18/2029    EUR 500,000     $ 610,855  
AIB Group PLC, 1.5%, 3/29/2023      550,000       635,938  
AIB Group PLC, 1.25%, 5/28/2024      175,000       200,652  
Bangkok Bank (Hong Kong), 4.05%, 3/19/2024 (n)    $ 1,046,000       1,111,792  
BBVA Bancomer S.A. de C.V., 6.75%, 9/30/2022      850,000       932,705  
Belfius Bank S.A., 3.125%, 5/11/2026    EUR 800,000       1,017,781  
BPCE S.A., 0.5%, 2/24/2027      200,000       221,490  
BPCE S.A., 5.25%, 4/16/2029    GBP 400,000       640,559  
Caixa Geral de Depositos, 5.75%, 6/28/2028    EUR 500,000       629,447  
Commerzbank AG, 0.625%, 8/28/2024      230,000       260,800  
Commerzbank AG, 4%, 3/23/2026      325,000       412,997  

 

28


Table of Contents

Portfolio of Investments – continued

 

Issuer   Shares/Par     Value ($)  
Bonds - continued                
Other Banks & Diversified Financials - continued                
CYBG PLC, 9.25% to 6/08/2024, FLR (GBP Government Yield - 5yr. + 8.307%) to 6/13/2049   GBP 900,000     $ 1,241,593  
Groupe BPCE S.A., 4.5%, 3/15/2025 (n)   $ 652,000       699,549  
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022   GBP 250,000       347,596  
JSC Kazkommertsbank, 5.5%, 12/21/2022   $ 910,653       917,380  
KBC Group N.V., 0.5% to 12/03/2024, FLR (EUR Swap Rate - 5yr. + 1.1%) to 12/03/2029   EUR 200,000       219,721  
Macquarie Group Ltd., 1.25%, 3/05/2025     300,000       346,562  
UBS AG, 5.125%, 5/15/2024   $ 981,000       1,054,575  
   

 

 

 
            $ 11,501,992  
Pharmaceuticals - 0.9%                
Eagle Holding Co. II LLC, 7.625%, 5/15/2022 (n)   $ 720,000     $ 726,300  
Eagle Holding Co. II LLC, 7.75%, 5/15/2022 (n)     170,000       172,550  
Endo Finance LLC/Endo Finco, Inc., 5.375%, 1/15/2023 (n)     455,000       286,650  
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n)     366,000       369,203  
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n)     1,985,000       2,060,678  
   

 

 

 
            $ 3,615,381  
Pollution Control - 0.4%                
Covanta Holding Corp., 5.875%, 3/01/2024   $ 1,175,000     $ 1,207,313  
Covanta Holding Corp., 6%, 1/01/2027     140,000       146,300  
GFL Environmental, Inc., 8.5%, 5/01/2027 (z)     195,000       214,500  
   

 

 

 
            $ 1,568,113  
Printing & Publishing - 0.3%                
Nielsen Co. Lux S.à r.l., 5%, 2/01/2025 (n)   $ 150,000     $ 149,250  
Nielsen Finance LLC, 5%, 4/15/2022 (n)     886,000       890,448  
   

 

 

 
            $ 1,039,698  
Railroad & Shipping - 0.2%                
Lima Metro Line 2 Finance Ltd., 5.875%, 7/05/2034   $ 555,755     $ 650,373  
Lima Metro Line 2 Finance Ltd., 4.35%, 4/05/2036 (n)     314,000       333,625  
   

 

 

 
            $ 983,998  
Real Estate - Apartment - 0.1%                
Grand City Properties S.A., 2.5%, 10/24/2069   EUR 500,000     $ 568,373  
Real Estate - Healthcare - 0.4%                
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026   $ 980,000     $ 1,030,225  
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027     435,000       457,838  
   

 

 

 
            $ 1,488,063  

 

29


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Real Estate - Office - 0.1%                 
Merlin Properties SOCIMI S.A., REIT, 1.875%, 11/02/2026    EUR 350,000     $ 419,085  
Real Estate - Other - 1.1%                 
CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024    $ 1,245,000     $ 1,282,350  
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027      785,000       838,969  
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023      685,000       698,700  
Ryman Hospitality Properties, Inc., REIT, 4.75%, 10/15/2027 (n)      1,019,000       1,053,493  
SELP Finance S.à r.l., 1.5%, 12/20/2026    EUR 460,000       529,915  
    

 

 

 
             $ 4,403,427  
Restaurants - 0.8%                 
Golden Nugget, Inc., 6.75%, 10/15/2024 (n)    $ 565,000     $ 582,006  
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n)      1,975,000       2,088,562  
Yum! Brands, Inc., 4.75%, 1/15/2030 (z)      510,000       534,863  
    

 

 

 
             $ 3,205,431  
Retailers - 1.1%                 
AA Bond Co. Ltd., 2.875%, 1/31/2022    GBP 225,000     $ 281,318  
AA Bond Co. Ltd., 2.75%, 7/31/2023      625,000       753,675  
DriveTime Automotive Group, Inc., 8%, 6/01/2021 (n)    $ 490,000       497,963  
EG Global Finance PLC, 6.75%, 2/07/2025 (n)      470,000       470,000  
EG Global Finance PLC, 8.5%, 10/30/2025 (z)      335,000       351,877  
L Brands, Inc., 5.25%, 2/01/2028      1,040,000       964,600  
Marks & Spencer PLC, 3.25%, 7/10/2027    GBP 350,000       448,234  
Party City Holdings, Inc., 6.625%, 8/01/2026 (n)    $ 280,000       272,300  
Sally Beauty Holdings, Inc., 5.625%, 12/01/2025      400,000       413,000  
    

 

 

 
             $ 4,452,967  
Specialty Chemicals - 0.6%                 
Koppers, Inc., 6%, 2/15/2025 (n)    $ 480,000     $ 478,541  
Univar USA, Inc., 6.75%, 7/15/2023 (n)      1,760,000       1,788,600  
    

 

 

 
             $ 2,267,141  
Specialty Stores - 0.5%                 
Penske Automotive Group Co., 5.375%, 12/01/2024    $ 470,000     $ 482,925  
Penske Automotive Group Co., 5.5%, 5/15/2026      520,000       543,400  
PetSmart, Inc., 5.875%, 6/01/2025 (n)      209,000       205,892  
Richemont International S.A., 1.5%, 3/26/2030    EUR 500,000       616,521  
    

 

 

 
             $ 1,848,738  
State & Local Agencies - 0.2%                 
New Jersey Economic Development Authority State Pension Funding Rev., “A”, 7.425%, 2/15/2029    $ 526,000     $ 669,950  

 

30


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Supermarkets - 0.6%                 
Albertsons Cos. LLC/Safeway, Inc., 6.625%, 6/15/2024    $ 335,000     $ 351,331  
Albertsons Cos. LLC/Safeway, Inc., 5.75%, 3/15/2025      480,000       496,656  
Albertsons Cos. LLC/Safeway, Inc., 5.875%, 2/15/2028 (z)      55,000       58,713  
Eurotorg LLC Via Bonitron DAC, 8.75%, 10/30/2022      1,003,000       1,078,225  
Loblaw Cos. Ltd., 4.86%, 9/12/2023    CAD 421,000       345,494  
    

 

 

 
             $ 2,330,419  
Supranational - 0.2%                 
Banque Ouest Africaine de Developpement, 4.7%, 10/22/2031    $ 463,000     $ 465,926  
International Bank for Reconstruction and Development, 2.8%, 1/13/2021    AUD 270,000       189,737  
International Bank for Reconstruction and Development, 4.25%, 6/24/2025      405,000       322,684  
    

 

 

 
             $ 978,347  
Telecommunications - Wireless - 4.7%                 
Altice France S.A., 8.125%, 2/01/2027 (n)    $ 650,000     $ 720,687  
Altice France S.A., 5.5%, 1/15/2028 (z)      200,000       203,750  
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n)      895,000       922,969  
American Tower Corp., REIT, 3.5%, 1/31/2023      743,000       772,793  
American Tower Corp., REIT, 4%, 6/01/2025      514,000       552,720  
American Tower Corp., REIT, 3.8%, 8/15/2029      602,000       643,558  
Crown Castle International Corp., 3.7%, 6/15/2026      741,000       785,944  
Digicel International Finance Ltd., 8.75%, 5/25/2024 (n)      400,000       379,000  
Millicom International Cellular S.A., 6.625%, 10/15/2026 (n)      1,018,000       1,104,530  
SBA Communications Corp., 4%, 10/01/2022      1,180,000       1,203,777  
SBA Communications Corp., 4.875%, 9/01/2024      1,240,000       1,288,050  
SFR Group S.A., 7.375%, 5/01/2026 (n)      770,000       824,551  
Sprint Corp., 7.875%, 9/15/2023      1,905,000       2,102,644  
Sprint Corp., 7.125%, 6/15/2024      1,620,000       1,757,700  
Sprint Nextel Corp., 6%, 11/15/2022      490,000       518,175  
Tele2 AB Co., 2.125%, 5/15/2028    EUR 700,000       858,401  
Telefónica Celular del Paraguay S.A., 5.875%, 4/15/2027 (n)    $ 900,000       969,354  
T-Mobile USA, Inc., 6.5%, 1/15/2024      405,000       420,694  
T-Mobile USA, Inc., 5.125%, 4/15/2025      730,000       758,506  
T-Mobile USA, Inc., 6.5%, 1/15/2026      800,000       856,080  
T-Mobile USA, Inc., 5.375%, 4/15/2027      1,125,000       1,209,375  
Vodafone Group PLC, 2.5%, 5/24/2039    EUR 400,000       495,321  
    

 

 

 
             $ 19,348,579  
Tobacco - 0.2%                 
Altria Group, Inc., 1.7%, 6/15/2025    EUR 260,000     $ 298,000  
Philip Morris International, Inc., 1.45%, 8/01/2039      650,000       684,995  
    

 

 

 
             $ 982,995  

 

31


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Transportation - Services - 1.0%                 
Abertis Infraestructuras S.A., 2.375%, 9/27/2027    EUR 300,000     $ 362,001  
Heathrow Funding Ltd., 4.625%, 10/31/2046    GBP 200,000       367,019  
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022    $ 843,000       830,355  
Rumo Luxembourg S.à r.l., 5.875%, 1/18/2025      1,212,000       1,284,720  
Transurban Finance Co., 1.75%, 3/29/2028    EUR 400,000       483,283  
Vinci S.A., 3.75%, 4/10/2029 (z)    $ 821,000       905,512  
    

 

 

 
             $ 4,232,890  
U.S. Treasury Obligations - 3.8%                 
U.S. Treasury Bonds, 3.5%, 2/15/2039    $ 5,950,000     $ 7,384,973  
U.S. Treasury Bonds, 3.75%, 11/15/2043      3,250,000       4,225,254  
U.S. Treasury Bonds, 2.25%, 8/15/2049      1,021,800       1,038,005  
U.S. Treasury Notes, 2%, 11/15/2026 (f)      2,920,000       2,996,992  
    

 

 

 
             $ 15,645,224  
Utilities - Electric Power - 4.3%                 
Adani Green Energy (UP) Ltd./Prayatna Developers Private     
Ltd., 6.25%, 12/10/2024 (n)    $ 1,601,000     $ 1,697,124  
Clearway Energy Operating LLC, 5.75%, 10/15/2025      1,840,000       1,888,300  
Consorcio Transmantaro S.A., 4.7%, 4/16/2034 (n)      200,000       218,752  
Drax Finco PLC, 6.625%, 11/01/2025 (n)      745,000       788,769  
Duke Energy Corp., 3.75%, 9/01/2046      220,000       227,719  
Emera U.S. Finance LP, 2.7%, 6/15/2021      142,000       143,252  
Emera U.S. Finance LP, 3.55%, 6/15/2026      162,000       170,150  
Enel Finance International N.V., 0.375%, 6/17/2027    EUR 250,000       278,863  
Enel Finance International N.V., 3.5%, 4/06/2028 (n)    $ 730,000       751,921  
Enel S.p.A., 8.75% to 9/24/2023, FLR (Swap Rate - 5yr. + 5.88%) to 9/24/2043, FLR (Swap Rate - 5yr. + 6.63%) to 9/24/2073 (n)      500,000       587,500  
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       324,372  
Engie Energia Chile S.A., 4.5%, 1/29/2025 (n)    $ 1,023,000       1,089,801  
Evergy, Inc., 2.9%, 9/15/2029      918,000       923,080  
Exelon Corp., 3.497%, 6/01/2022      259,000       266,524  
FirstEnergy Corp., 3.9%, 7/15/2027      115,000       123,763  
innogy Finance B.V., 4.75%, 1/31/2034    GBP 300,000       498,515  
Listrindo Capital B.V., 4.95%, 9/14/2026    $ 910,000       922,512  
LLPL Capital Pte. Ltd., 6.875%, 2/04/2039 (n)      907,167       1,060,297  
Mong Duong Finance Holdings B.V., 5.125%, 5/07/2029      594,000       604,095  
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n)      1,315,000       1,367,600  
NextEra Energy Operating Co., 4.5%, 9/15/2027 (n)      780,000       795,600  
NextEra Energy, Inc., 4.25%, 7/15/2024 (n)      478,000       491,002  
PPL Capital Funding, Inc., 5%, 3/15/2044      270,000       318,046  

 

32


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Utilities - Electric Power - continued                 
TerraForm Global Operating LLC, 6.125%, 3/01/2026 (n)    $ 230,000     $ 235,175  
Transelec S.A., 4.25%, 1/14/2025 (n)      535,000       563,093  
Virginia Electric & Power Co., 3.5%, 3/15/2027      839,000       902,016  
Virginia Electric & Power Co., 2.875%, 7/15/2029      348,000       358,642  
    

 

 

 
             $ 17,596,483  
Utilities - Other - 0.1%                 
Suez S.A., 1.625% to 9/12/2026, FLR (EUR ICE Swap Rate - 5yr. + 2.151%) to 9/12/2031, FLR (EUR ICE Swap Rate - 5yr. + 3.151%) to 9/12/2059    EUR 300,000     $ 332,935  
Total Bonds (Identified Cost, $477,655,367)            $ 495,739,251  
Common Stocks - 0.2%                 
Construction - 0.1%                 
ICA Tenedora, S.A. de C.V. (a)      127,848     $ 225,775  
Energy - Independent - 0.0%                 
Frontera Energy Corp.      20,290     $ 161,711  
Oil Services - 0.1%                 
LTRI Holdings LP (a)(u)      520     $ 263,011  
Special Products & Services - 0.0%                 
Motors Liquidation Co. (a)      82     $ 808  
Total Common Stocks (Identified Cost, $2,202,248)            $ 651,305  
Floating Rate Loans (r) - 0.1%                 
Broadcasting - 0.0%                 
Warner Music Group, Term Loan F, 3.91%, 11/01/2023    $ 137,000     $ 136,914  
Conglomerates - 0.1%                 
Gates Global LLC, Term Loan B2, 4.535%, 4/01/2024    $ 161,354     $ 157,752  
Food & Beverages - 0.0%                 
U.S. Foods, Inc., Term Loan B, 3.785%, 6/27/2023    $ 135,598     $ 135,980  
Total Floating Rate Loans (Identified Cost, $422,931)

 

  $ 430,646  
Convertible Bonds - 0.1%                 
Cable TV - 0.1%                 
DISH Network Corp., 3.375%, 8/15/2026
(Identified Cost, $245,690)
   $ 270,000     $ 252,467  

 

33


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Portfolio of Investments – continued

 

Warrants - 0.0%                                
Issuer   Strike Price     First Exercise     Shares/Par     Value ($)  
Forest & Paper Products - 0.0%                                
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant) (a)   $ 27.17       8/24/18       332     $ 83  
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant) (a)     31.25       8/24/18       332       41  
Total Warrants (Identified Cost, $0)

 

                  $ 124  
Investment Companies (h) - 3.7%

 

                       
Money Market Funds - 3.7%                                
MFS Institutional Money Market Portfolio, 1.89% (v)
(Identified Cost, $15,257,288)

 

    15,257,411     $ 15,258,936  

 

Underlying/
Expiration Date/
Exercise Price
  Put/Call   Counterparty            Notional
Amount
           Par Amount/
Number of
Contracts
        
Purchased Options - 0.0%

 

                                       
Market Index Securities - 0.0%

 

                                       
Markit iTraxx Europe Index - December 2019 @ EUR 50 (Premiums Paid, $9,958)   Call    
Goldman Sachs
International
 
 
            $14,945,020       EUR       13,400,000     $ 13,845  
Written Options (see table below) - 0.0%

 

                       
(Premiums Received, $3,668)

 

                                  $ (1,187
Other Assets, Less Liabilities - (25.6)%

 

                    (104,486,062
Net Assets - 100.0%                                           $ 407,859,325  

 

(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 $15,258,936 and $497,087,638, 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 $196,888,763, representing 48.3% of net assets.

(p)

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

(r)

The remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. The interest rate

 

34


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Portfolio of Investments – continued

 

  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  
ABC Supply Co., Inc., 4%, 1/15/2028   10/24/19     $1,142,356       $1,137,150  
Afren PLC, 11.5%, 2/01/2016   1/27/11     315,788       268  
Afren PLC, 10.25%, 4/08/2019   3/01/12     209,874       175  
Albertsons Cos. LLC/Safeway, Inc., 5.875%, 2/15/2028   8/01/19     55,000       58,713  
Alliant Holdings Intermediate LLC, 6.75%, 10/15/2027   10/02/19-10/03/19     628,791       650,069  
Altice France S.A., 5.5%, 1/15/2028   9/13/19     200,000       203,750  
Antero Midstream Partners LP, 5.75%, 3/01/2027   10/15/19     79,152       70,656  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.64% (LIBOR - 1mo. + 1.6%), 12/28/2040   3/01/06     1,024,552       1,022,896  
C&W Senior Financing Designated Activity, 6.875%, 9/15/2027   8/22/19-9/24/19     474,253       473,625  
CCO Holdings LLC/CCO Holdings Capital Corp., 4.75%, 3/01/2030   9/17/19     490,000       499,653  
Celulosa Arauco y Constitucion, 4.2%, 1/29/2030   10/24/19-10/25/19     400,861       399,200  
Commercial Mortgage Pass-Through Certificates, 2019-BNK19, 3.183%, 8/15/2061   7/23/19     2,059,672       2,118,900  
Core & Main LP, 8.625%, (8.625% cash or 9.375% PIK) 9/15/2024   9/12/19     119,525       119,400  
Diamond Sports Group, LLC/Diamond Sports Finance Co., 6.625%, 8/15/2027   7/18/19-8/21/19     569,374       581,950  
EG Global Finance PLC, 8.5%, 10/30/2025   10/11/19     335,000       351,877  
Element Solutions, Inc., 5.875%, 12/01/2025   8/28/19-9/04/19     292,973       292,294  
F-Brasile S.p.A./F-Brasile U.S. LLC, 7.375%, 8/15/2026   8/02/19     335,000       350,075  
GFL Environmental, Inc., 8.5%, 5/01/2027   9/03/19     213,713       214,500  
Granite Holdings U.S. Acquisition Co., 11%, 10/01/2027   9/25/19     235,696       227,238  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 3.703% (LIBOR - 3mo. + 1.7%), 7/18/2031   5/17/18     2,500,000       2,433,568  
iHeartCommunications, Inc., 5.25%, 8/15/2027   8/01/19-8/21/19     192,517       196,023  
LCPR Senior Secured Financing D.A.C., 6.75%, 10/15/2027   10/22/19     305,000       313,006  

 

35


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Portfolio of Investments – continued

 

Restricted Securities - continued   Acquisition
Date
  Cost     Value  
MDGH - GMTN B.V. (United Arab Emirates), 2.875%, 11/07/2029   10/29/19     $1,079,195       $1,081,181  
Motion Bondco D.A.C., 6.625%, 11/15/2027   10/16/19-10/18/19     455,000       457,875  
MTS Systems Corp., 5.75%, 8/15/2027   7/12/19     543,918       565,650  
National CineMedia, LLC, 5.875%, 4/15/2028   10/02/19     507,640       530,806  
Patrick Industries, Inc., 7.5%, 10/15/2027   9/12/19     380,000       394,250  
Performance Food Group Co., 5.5%, 10/15/2027   9/16/19-9/17/19     625,893       650,363  
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 8%, 10/01/2026   9/04/19-9/05/19     542,925       547,250  
Telesat Holdings, Inc., 6.5%, 10/15/2027   9/27/19     470,537       485,483  
Tenet Healthcare Corp., 4.875%, 1/01/2026   8/12/19-/21/19     701,979       724,500  
TransDigm, Inc., 5.5%, 11/15/2027   10/29/19     735,000       732,567  
Trivium Packaging Finance B.V., 8.5%, 8/15/2027   7/19/19-7/22/19     408,306       426,500  
Vinci S.A., 3.75%, 4/10/2029   4/03/19     819,059       905,512  
Virgin Media Secured Finance PLC, 5.5%, 5/15/2029   10/21/19-10/30/19     493,808       494,063  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.25%, 5/15/2027   7/12/19     152,241       156,375  
Yum! Brands, Inc., 4.75%, 1/15/2030   9/04/19     510,000       534,863  
Total Restricted Securities         $20,402,224  
% of Net assets         5.0%  

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

 

CDO   Collateralized Debt Obligation
CLO   Collateralized Loan Obligation
CMT   Constant Maturity Treasury
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.
ICE   Intercontinental Exchange
LIBOR   London Interbank Offered Rate
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
SGD   Singapore Dollar

 

36


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Portfolio of Investments – continued

 

Derivative Contracts at 10/31/19

Written Options

 

Underlying   Put/
Call
    Counter-
party
         Par
Amount/
Number
of
Contracts
  Notional
Amount
    Exercise
Price
    Expiration
Date
    Value  
Liability Derivatives            
Market Index Securities            
Markit iTraxx Europe Index     Put     Goldman Sachs
International
    EUR     (4,900,000)     $(5,464,970     EUR80       December - 2019       $(1,187
               

 

 

 

Forward Foreign Currency Exchange Contracts

 

Currency

Purchased

   

Currency

Sold

  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives        
CAD     417,000     USD   313,229   Deutsche Bank AG     12/13/2019       $3,433  
DKK     11,054     USD   1,631   Citibank N.A.     12/13/2019       24  
HKD     19,818,000     USD   2,527,326   UBS AG     12/13/2019       1,299  
KRW     42,694,000     USD   35,346   JPMorgan Chase Bank N.A.     12/03/2019       1,372  
SGD     54,000     USD   39,124   UBS AG     12/13/2019       584  
USD     111,856     EUR   100,000   UBS AG     12/13/2019       30  
USD     327,993     JPY   35,000,000   BNP Paribas S.A.     12/13/2019       3,113  
           

 

 

 
              $9,855  
           

 

 

 
Liability Derivatives        
NOK     1,421,290     USD   155,136   Merrill Lynch International     12/13/2019       $(545
USD     662,546     AUD   982,795   Merrill Lynch International     12/13/2019       (15,656
USD     522,560     CAD   695,107   Citibank N.A.     12/13/2019       (5,290
USD     182,535     CHF   180,919   Merrill Lynch International     12/13/2019       (1,416
USD     385,762     EUR   348,827   Credit Suisse Group     12/13/2019       (4,317
USD     10,021,191     EUR   9,002,755   Deutsche Bank AG     11/18/2019       (28,675
USD     226,757     EUR   204,295   Deutsche Bank AG     12/13/2019       (1,697
USD     30,319,571     EUR   27,548,720   Merrill Lynch International     12/13/2019       (487,062
USD     220,276     EUR   198,142   Morgan Stanley Capital Services, Inc.     12/13/2019       (1,298
USD     1,178,840     EUR   1,065,725   UBS AG     12/13/2019       (12,919
USD     6,963,167     GBP   5,685,109   Deutsche Bank AG     12/13/2019       (410,537
USD     1,663,403     MXN   32,899,000   Goldman Sachs International     12/13/2019       (36,600
           

 

 

 
              $(1,006,012
           

 

 

 

 

37


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Portfolio of Investments – continued

 

Futures Contracts

 

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

 

       
Interest Rate Futures

 

       
Euro-Bobl 5 yr     Short       EUR     102     $15,314,448       December - 2019       $226,154  
Euro-Bund 10 yr     Short       EUR     28     5,363,788       December - 2019       139,216  
U.S. Treasury Bond     Short       USD     5     806,875       December - 2019       22,169  
U.S. Treasury Note 10 yr     Short       USD     458     59,675,969       December - 2019       717,095  
           

 

 

 
              $1,104,634  
           

 

 

 
Liability Derivatives

 

       
Interest Rate Futures

 

       
U.S. Treasury Note 5 yr     Long       USD     76     $9,059,438       December - 2019       $(57,862
           

 

 

 

Uncleared Swap Agreements

 

Maturity
Date
 

Notional
Amount

    Counter-
party
  Cash
Flows to
Receive/
Frequency
  Cash
Flows to
Pay/
Frequency
  Unrealized
Appreciation
(Depreciation)
    Net
Unamortized
Upfront
Payments
(Receipts)
    Value  
Asset Derivatives          
Credit Default Swaps          
6/20/24   EUR     600,000     JPMorgan Chase Bank N.A.   5.00%/Quarterly   (1)     $1,817       $112,462       $114,279  
           

 

 

   

 

 

   

 

 

 

 

(1)

Fund, as protection seller, to pay notional amount upon a defined credit event by Glencore Finance Europe Ltd., 3.375%, 9/30/2020, a BBB+ rated bond. The fund entered into the contract to gain issuer exposure.

The credit ratings presented here are an indicator of the current payment/performance risk of the related swap agreement, the reference obligation for which may be either a single security or, in the case of a credit default index, a basket of securities issued by corporate or sovereign issuers. Ratings are assigned to each reference security, including each individual security within a reference basket of 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). The ratings for a credit default index are calculated by MFS as a weighted average of the external credit ratings of the individual securities that compose the index’s reference basket of securities.

At October 31, 2019, the fund had cash collateral of $710,000 and other liquid securities with an aggregate value of $838,544 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/19

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, $480,536,194)

     $497,087,638  

Investments in affiliated issuers, at value (identified cost, $15,257,288)

     15,258,936  

Cash

     1,630  

Foreign currency, at value (identified cost, $11,932)

     11,990  

Restricted cash for

  

Forward foreign currency exchange contracts

     710,000  

Receivables for

  

Forward foreign currency exchange contracts

     9,855  

Investments sold

     468,855  

Interest

     5,814,312  

Uncleared swaps, at value (net of unamortized premiums paid, $112,462)

     114,279  

Other assets

     10,779  

Total assets

     $519,488,274  
Liabilities         

Notes payable

     $100,000,000  

Payables for

  

Distributions

     202,129  

Forward foreign currency exchange contracts

     1,006,012  

Net daily variation margin on open futures contracts

     387,966  

Investments purchased

     9,458,924  

Written options

     1,187  

Payable to affiliates

  

Investment adviser

     14,602  

Administrative services fee

     338  

Transfer agent and dividend disbursing costs

     5,294  

Payable for independent Trustees’ compensation

     10,327  

Accrued interest expense

     207,011  

Deferred country tax expense payable

     145,099  

Accrued expenses and other liabilities

     190,060  

Total liabilities

     $111,628,949  

Net assets

     $407,859,325  
Net assets consist of         

Paid-in capital

     $415,421,216  

Total distributable earnings (loss)

     (7,561,891

Net assets

     $407,859,325  

Shares of beneficial interest outstanding

     63,981,952  

Net asset value per share (net assets of $407,859,325 / 63,981,952 shares of beneficial interest outstanding)

     $6.37  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/19

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

     $24,454,686  

Dividends from affiliated issuers

     171,756  

Dividends

     71,291  

Other

     16,206  

Foreign taxes withheld

     (5,576

Total investment income

     $24,708,363  

Expenses

  

Management fee

     $2,758,838  

Transfer agent and dividend disbursing costs

     102,646  

Administrative services fee

     65,015  

Independent Trustees’ compensation

     65,651  

Stock exchange fee

     65,460  

Custodian fee

     45,448  

Shareholder communications

     159,655  

Audit and tax fees

     83,145  

Legal fees

     15,317  

Interest expense and fees

     2,888,098  

Miscellaneous

     62,703  

Total expenses

     $6,311,976  

Net investment income (loss)

     $18,396,387  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $48,882 country tax)

     $476,558  

Affiliated issuers

     38  

Written options

     149,497  

Futures contracts

     (6,878,794

Swap agreements

     9,944  

Forward foreign currency exchange contracts

     3,977,097  

Foreign currency

     (30,529

Net realized gain (loss)

     $(2,296,189

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $96,217 increase in deferred country tax)

     $36,538,800  

Affiliated issuers

     1,535  

Written options

     2,481  

Futures contracts

     386,075  

Swap agreements

     1,817  

Forward foreign currency exchange contracts

     (2,257,424

Translation of assets and liabilities in foreign currencies

     26,102  

Net unrealized gain (loss)

     $34,699,386  

Net realized and unrealized gain (loss)

     $32,403,197  

Change in net assets from operations

     $50,799,584  

See Notes to Financial Statements

 

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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  
     10/31/19      10/31/18  
Change in net assets              
From operations                  

Net investment income (loss)

     $18,396,387        $17,497,961  

Net realized gain (loss)

     (2,296,189      3,178,260  

Net unrealized gain (loss)

     34,699,386        (29,049,470

Change in net assets from operations

     $50,799,584        $(8,373,249

Distributions to shareholders

     $(18,671,582      $(20,316,659

Tax return of capital distributions to shareholders

     $(13,664,509      $(14,918,250

Change in net assets from fund share transactions

     $(18,139,266      $(20,317,818

Total change in net assets

     $324,227        $(63,925,976
Net assets                  

At beginning of period

     407,535,098        471,461,074  

At end of period

     $407,859,325        $407,535,098  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 10/31/19

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

     $50,799,584  
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (336,162,809

Proceeds from disposition of investment securities

     376,741,456  

Purchase of short-term investments, net

     (7,904,705

Realized gain/loss on investments

     (525,440

Unrealized appreciation/depreciation on investments

     (36,636,552

Unrealized appreciation/depreciation on foreign currency contracts

     2,257,424  

Unrealized appreciation/depreciation on swaps

     (1,817

Net amortization/accretion of income

     69,603  

Decrease in interest receivable

     197,095  

Increase in accrued expenses and other liabilities

     144,081  

Decrease in receivable for daily variation margin on open futures contracts

     171,585  

Increase in payable for net daily variation margin on open futures contracts

     387,966  

Decrease in other assets

     392  

Decrease in interest payable

     (31,754

Net cash provided by operating activities

     $49,506,109  
Cash flows from financing activities:         

Distributions paid in cash

     (32,327,120

Repurchase of shares of beneficial interest

     (18,293,899

Net cash used by financing activities

     $(50,621,019

Net decrease in cash and restricted cash (a)

     $(1,114,910
Cash and restricted cash:         

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

     $1,838,530  

End of period (including foreign currency of $11,990)

     $723,620  

 

(a)

See Note 2 for more information on presentational changes to the Statement of Cash Flows that were effective with the beginning of the current reporting period.

Supplemental disclosure of cash flow information:

Cash paid during the year ended October 31, 2019 for interest was $2,919,852.

See Notes to Financial Statements

 

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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  
    10/31/19     10/31/18     10/31/17     10/31/16     10/31/15  

Net asset value, beginning of period

    $6.06       $6.67       $6.73       $6.76       $7.39  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.28       $0.25       $0.30 (c)      $0.34       $0.36  

Net realized and unrealized gain (loss)

    0.50       (0.38     0.15       0.15       (0.43

Total from investment operations

    $0.78       $(0.13     $0.45       $0.49       $(0.07
Less distributions declared to shareholders

 

From net investment income

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

From net realized gain

                            (0.08

From tax return of capital

    (0.21     (0.22     (0.23     (0.16     (0.03

Total distributions declared to shareholders

    $(0.50     $(0.51     $(0.54     $(0.53     $(0.57

Net increase from repurchase of capital shares

    $0.03       $0.03       $0.03       $0.01       $0.01  

Net asset value, end of period (x)

    $6.37       $6.06       $6.67       $6.73       $6.76  

Market value, end of period

    $6.01       $5.24       $6.16       $5.97       $5.94  

Total return at market value (%)

    25.05       (7.01     12.50       9.93       2.18  

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

    14.60       (0.68     8.06 (c)      8.89       0.24  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses before expense reductions (f)

    1.56       1.33       1.10 (c)      1.10       0.98  

Expenses after expense reductions (f)

    N/A       N/A       N/A       N/A       N/A  

Net investment income (loss)

    4.54       4.00       4.45 (c)      5.13       5.05  

Portfolio turnover

    65       47       50       36       47  

Net assets at end of period (000 omitted)

    $407,859       $407,535       $471,461       $504,331       $515,095  
Supplemental Ratios (%):

 

               

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

    0.84       0.80       0.78 (c)      0.87       0.82  
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)

    $5,079       $5,075       $5,715       $6,043       $6,151  

 

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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.

(s)

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

(x)

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

See Notes to Financial Statements

 

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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”), which is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The fund adopted ASU 2016-18 effective with the beginning of the current reporting period, which resulted in changes to the presentation of restricted cash in the fund’s Statement of Cash Flows and additional disclosures regarding the nature of the restrictions on cash and restricted cash.

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 purchased callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to 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.

 

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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.

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

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued at valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. 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.

 

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Notes to Financial Statements – continued

 

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 halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts, forward foreign currency exchange contracts, swap

 

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Notes to Financial Statements – continued

 

agreements, and written options. The following is a summary of the levels used as of October 31, 2019 in valuing the fund’s assets or liabilities:

 

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

United States

     $808       $124       $263,011        $263,943  

Mexico

           225,775              225,775  

Canada

     161,711                    161,711  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents            15,645,224              15,645,224  
Non-U.S. Sovereign Debt            76,895,182              76,895,182  
Municipal Bonds            964,181              964,181  
U.S. Corporate Bonds            246,154,642              246,154,642  
Residential Mortgage-Backed Securities            17,009,459              17,009,459  
Commercial Mortgage-Backed Securities            9,068,744              9,068,744  
Asset-Backed Securities (including CDOs)            8,170,423              8,170,423  
Foreign Bonds            122,097,708              122,097,708  
Floating Rate Loans            430,646              430,646  
Mutual Funds      15,258,936                    15,258,936  
Total      $15,421,455       $496,662,108       $263,011        $512,346,574  
Other Financial Instruments               
Futures Contracts – Assets      $1,104,634       $—       $—        $1,104,634  
Futures Contracts – Liabilities      (57,862                  (57,862
Forward Foreign Currency Exchange Contracts – Assets            9,855              9,855  
Forward Foreign Currency Exchange Contracts – Liabilities            (1,006,012            (1,006,012
Swap Agreements – Assets            114,279              114,279  
Written Options – Liabilities            (1,187            (1,187

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 10/31/18      $462,498  

Change in unrealized appreciation or depreciation

     (199,487
Balance as of 10/31/19      $263,011  

The net change in unrealized appreciation or depreciation from investments held as level 3 at October 31, 2019 is $(199,487). At October 31, 2019, the fund held one level 3 security.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement

 

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Notes to Financial Statements – continued

 

purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

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

The derivative instruments used by the fund during the period were written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. 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, 2019 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $1,104,634       $(57,862

Credit

  Purchased Credit Options     13,845        
Foreign Exchange   Forward Foreign Currency Exchange Contracts     9,855       (1,006,012
Credit   Credit Default Swaps     114,279        
Credit   Written Credit Options           (1,187
Total       $1,242,613       $(1,065,061

 

(a)

The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the fund’s Statement of Assets and Liabilities. 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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Notes to Financial Statements – continued

 

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2019 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
    Swap
Agreements
     Forward
Foreign
Currency
Exchange
Contracts
     Unaffiliated
Issuers
(Purchased
Options)
    Written
Options
 
Interest Rate      $(6,878,794     $—        $—        $—       $—  
Foreign Exchange                   3,977,097               
Credit            9,944               (265,695     149,497  
Total      $(6,878,794     $9,944        $3,977,097        $(265,695     $149,497  

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, 2019 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Swap
Agreements
     Forward
Foreign
Currency
Exchange
Contracts
    Unaffiliated
Issuers
(Purchased
Options)
     Written
Options
 
Interest Rate      $386,075        $—        $—       $—        $—  
Foreign Exchange                    (2,257,424             
Credit             1,817              3,887        2,481  
Total      $386,075        $1,817        $(2,257,424     $3,887        $2,481  

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

 

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

Written Options – In exchange for a premium, the fund wrote put options on securities for which it anticipated the price would increase. At the time the option was written, the fund believed the premium received exceeded the potential loss that could result from adverse price changes in the options’ underlying securities. In a written option, the fund as the option writer grants the buyer the right to purchase from, or sell to, the fund a specified number of shares or units of a particular security, currency or index at a specified price within a specified period of time.

The premium received is initially recorded as a liability in the Statement of Assets and Liabilities. The option is subsequently marked-to-market daily with the difference between the premium received and the market value of the written option being recorded as unrealized appreciation or depreciation. When a written option expires, the fund realizes a gain equal to the amount of the premium received. The difference between the premium received and the amount paid on effecting a closing transaction is considered a realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the fund.

At the initiation of the written option contract, for exchange traded options, the fund is required to deposit securities or cash as collateral with the custodian for the benefit of the broker or directly with the clearing broker, based on the type of option. For uncleared options, the fund may post collateral subject to the terms of an ISDA Master Agreement as generally described above if the market value of the options contract moves against it. The fund, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. Losses from writing options can exceed the premium received and can exceed the potential loss from an ordinary buy and sell transaction. Although the fund’s market risk may be significant, the maximum counterparty credit risk to the fund is equal to the market value of any collateral posted to the broker. 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.

Purchased Options – The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument. 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.

 

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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 call and 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 call option, the premium paid is added to the cost of the security or financial instrument purchased. 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 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

 

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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.

Swap Agreements – During the period the fund entered into swap agreements. Swap agreements generally involve a periodic exchange of cash payments on a net basis, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. Certain swap agreements may be entered into as a bilateral contract (“uncleared swaps”) while others are required to be centrally cleared (“cleared swaps”). In a cleared swap transaction, the ultimate counterparty to the transaction is a clearinghouse (the “clearinghouse”). The contract is transferred and accepted by the clearinghouse immediately following execution of the swap contract with an executing broker. Thereafter, throughout the term of the cleared swap, the fund interfaces indirectly with the clearinghouse through a clearing broker and has counterparty risk to the clearing broker as well.

Both cleared and uncleared swap agreements are marked to market daily. The value of uncleared swap agreements is reported in the Statement of Assets and Liabilities as “Uncleared swaps, at value” which includes any related interest accruals to be paid or received by the fund. For cleared swaps, payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the cleared swap, such that only the current day net receivable or payable for variation margin is reported in the Statement of Assets and Liabilities.

For both cleared and uncleared swaps, the periodic exchange of net cash payments, at specified intervals or upon the occurrence of specified events as stipulated by the agreement, is recorded as realized gain or loss on swap agreements in the Statement of Operations. Premiums paid or received at the inception of the agreements are amortized using the effective interest method over the term of the agreement as realized gain or loss on swap agreements in the Statement of Operations. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations. The change in unrealized appreciation or depreciation on swap agreements in the Statement of Operations

 

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reflects the aggregate change over the reporting period in the value of swaps net of any unamortized premiums paid or received.

Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. The fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. To address counterparty risk, uncleared swap agreements are limited to only highly-rated counterparties. Risk is further reduced by having 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. The fund’s counterparty risk due to cleared swaps is mitigated by the fact that the clearinghouse is the true counterparty to the transaction and the regulatory requirement safeguards in the event of a clearing broker bankruptcy.

The fund entered into credit default swap agreements in order to manage its exposure to the market or certain sectors of the market, to reduce its credit risk exposure to defaults of corporate and sovereign issuers or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. In a credit default swap agreement, the protection buyer can make an upfront payment and will make a stream of payments to the protection seller based on a fixed percentage applied to the agreement notional amount in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation (which may be either a single security or a basket of securities issued by corporate or sovereign issuers) and, with respect to the cases where physical settlement applies, the delivery by the buyer to the seller of a defined deliverable obligation. Although agreement-specific, credit events generally consist of a combination of the following: bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium, each as defined in the 2003 ISDA Credit Derivatives Definitions as amended by the relevant agreement. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap agreement’s notional amount is recorded as realized gain or loss on swap agreements in the Statement of Operations.

Credit default swap agreements are considered to have credit-risk-related contingent features since they trigger payment by the protection seller to the protection buyer upon the occurrence of a defined credit event. The maximum amount of future, undiscounted payments that the fund, as protection seller, could be required to make is equal to the swap agreement’s notional amount. The protection seller’s payment obligation would be offset to the extent of the value of the agreement’s deliverable obligation. At October 31, 2019, the fund did not hold any credit default swap

 

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agreements at an unrealized loss where it is the protection seller. The fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the 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 or restricted cash is presented in the Statement of Cash Flows. Cash as presented in the fund’s Statement of Assets and Liabilities includes cash on hand at the fund’s custodian bank and does not include any short-term investments. Restricted cash is presented in the fund’s Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives and represents cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts.

The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities with that shown in the Statement of Cash Flows:

 

     10/31/19  
Cash      $13,620  
Restricted cash      710,000  
Restricted cash included in deposits with brokers       
Total cash and restricted cash in the Statement of Cash Flows      $723,620  

The beginning of period cash and restricted cash balance in the Statement of Cash Flows is comprised of cash of $1,838,530, restricted cash of $0, and restricted cash included in deposits with brokers of $0.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be

 

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

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

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. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

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

 

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

 

     Year ended
10/31/19
     Year ended
10/31/18
 
Ordinary income (including any short-term capital gains)      $18,671,582        $20,316,659  
Tax return of capital (b)      13,664,509        14,918,250  
Total distributions      $32,336,091        $35,234,909  

 

(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 10/31/19       
Cost of investments      $499,621,151  
Gross appreciation      22,148,095  
Gross depreciation      (9,258,965
Net unrealized appreciation (depreciation)      $12,889,130  
Capital loss carryforwards      (20,196,422
Other temporary differences      (254,599

As of October 31, 2019, 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      $(1,981,466
Long-Term      (18,214,956
Total      $(20,196,422

(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, 2019 was equivalent to an annual effective rate of 0.68% of the fund’s average daily net assets.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2019, these fees paid to MFSC amounted to $32,455.

 

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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, 2019 was equivalent to an annual effective rate of 0.0160% 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 from MFS for their services to the fund. 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 $2,622 and the Retirement Deferral plan, which terminated on December 31, 2018, resulted in a net decrease in expense of $911. Both amounts are included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2019. The liability for deferred retirement benefits payable to those former independent Trustees under the DB Plan amounted to $10,302 at October 31, 2019, 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) had entered into a service agreement (the ISO Agreement) which provided 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 served as the ISO and was an officer of the funds and the sole member of Tarantino LLC. Effective June 30, 2019, Mr. Tarantino retired from his position as ISO for the funds, and the ISO Agreement was terminated. For the year ended October 31, 2019, the fee paid by the fund under this agreement was $601 and is included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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

 

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(4) Portfolio Securities

For the year ended October 31, 2019, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $56,240,970        $96,502,141  
Non-U.S. Government securities      $263,311,991        $258,292,319  

(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 3,218,293 shares of beneficial interest during the year ended October 31, 2019 at an average price per share of $5.64 and a weighted average discount of 8.64% per share. 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. Transactions in fund shares were as follows:

 

     Year ended
10/31/19
     Year ended
10/31/18
 
     Shares      Amount      Shares      Amount  
Capital shares reacquired      (3,218,293      $(18,139,266      (3,490,222      $(20,317,818

(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, 2019, 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, 2020. Borrowings under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR plus an agreed upon spread with the option to choose LIBOR periods of overnight, 1, 2, 3, or 6 months, or at the option of the borrower an alternate base rate plus an agreed upon spread. The fund incurred interest expense of $2,885,214 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, 2019, the average loan balance was $100,000,000 at a weighted average annual interest rate of 2.89%. 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 following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases    

Sales

Proceeds

    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
   

Ending

Value

 
MFS Institutional Money Market Portfolio     $7,352,696       $147,818,418       $139,913,751       $38       $1,535       $15,258,936  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $171,756       $—  

 

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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, 2019, 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, 2019, 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, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

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

 

LOGO

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

Boston, Massachusetts

December 16, 2019

 

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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 3, 2019, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Shares  

Nominee

   For      Withheld Authority  
Maureen R. Goldfarb      51,725,053.006        1,136,292.443  
Robert J. Manning      51,838,644.309        1,022,701.140  
Maryanne L. Roepke      45,879,876.223        6,981,469.226  
Laurie J. Thomsen      51,702,386.006        1,158,959.443  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

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

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During

the Past

Five Years (j)

INTERESTED TRUSTEES

Robert J. Manning (k)

(age 56)

  Trustee   February 2004   2022   133   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 58)

  Trustee   January 2014   2021   133   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 65)

  Trustee and Chair of Trustees   January 2009   2020   133   Private investor   N/A

Steven E. Buller

(age 68)

  Trustee   February 2014   2020   133   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 65)

  Trustee   March 2017   2021   133   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 64)

  Trustee   January 2009   2022   133   Private investor   N/A

Michael Hegarty*

(age 74)

  Trustee   December 2004   2020   133   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

Peter D. Jones

(age 64)

  Trustee   January 2019   2020   133   Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015)   N/A

James W. Kilman, Jr.

(age 58)

  Trustee   January 2019   2021   133   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)  

Alpha-En Corporation,

Director (since 2016)

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During

the Past

Five Years (j)

Clarence Otis, Jr.

(age 63)

  Trustee   March 2017   2021   133   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 63)

  Trustee   May 2014       2022   133   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A

Laurie J. Thomsen

(age 62)

  Trustee   March 2005   2022   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

OFFICERS

Christopher R. Bohane (k)

(age 45)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 51)

 

Assistant

Treasurer

  January 2012   N/A   133  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 52)

  Assistant Treasurer   April 2017   N/A   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

Thomas H. Connors (k)

(age 60)

 

Assistant

Secretary and Assistant Clerk

  September 2012   N/A   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

David L. DiLorenzo (k)

(age 51)

  President   July 2005   N/A   133   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 52)

  Secretary and Clerk   April 2017   N/A   133   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)

Brian E. Langenfeld (k)

(age 46)

  Assistant Secretary and Assistant Clerk   June 2006   N/A   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 40)

  Assistant Secretary and Assistant Clerk   September 2018   N/A   133   Massachusetts Financial Services Company, Assistant Vice President and Counsel

Susan A. Pereira (k)

(age 49)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 48)

  Assistant Treasurer   September 2012   N/A   133   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 45)

  Assistant Secretary and Assistant Clerk   October 2014   N/A   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

 

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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

Martin J. Wolin (k)

(age 52)

  Chief Compliance Officer   July 2015   N/A   133   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   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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

(j)

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

(k)

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

*

As of December 31, 2019, Mr. Hegarty will retire as Trustee.

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, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee. As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

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  
Andy Li  
Henry Peabody, Jr.  
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, 2019 (“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, 2018 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 as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (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

 

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Board Review of Investment Advisory Agreement – continued

 

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

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2018, 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 22 funds in the Broadridge performance universe for this five-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 19th out of a total of 27 funds for the one-year period and 21st out of a total of 26 funds for the three-year period ended December 31, 2018. 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, 2018 (one-year: –1.7% total return for the Fund versus –2.5% total return for the benchmark; three-year: 6.1% total return for the Fund versus 5.3% total return for the benchmark; five-year: 4.3% total return for the Fund versus 3.3% 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. The Trustees observed that there were significant limitations to the usefulness of the comparative data provided by

 

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Board Review of Investment Advisory Agreement – continued

 

Broadridge, noting that the applicable Broadridge performance universe for the Fund included funds that pursue substantially different investment programs as compared to that pursued by the Fund. 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.

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 the Broadridge expense group 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

 

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Board Review of Investment Advisory Agreement – continued

 

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 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 directly pay for or 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, 2019.

 

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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 or as an exhibit to its reports on Form N-PORT (for first and third fiscal quarters ending March 31, 2019 or after). The fund’s Form N-Q or Form N-PORT reports are 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 2019 income tax forms in January 2020.

 

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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 505005

Louisville, KY 40233-5005

 

New York Stock Exchange Symbol: MMT


Table of Contents
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, Michael Hegarty, James Kilman, 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, Hegarty, Kilman, 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.

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

 

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, 2019 and 2018, audit fees billed to the Fund by E&Y were as follows:

 

     Audit Fees  
     2019      2018  

Fees billed by E&Y:

     

MFS Multimarket Income Trust

     59,226        57,913  


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For the fiscal years ended October 31, 2019 and 2018, 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  
     2019      2018      2019      2018      2019      2018  

Fees billed by E&Y:

                 

To MFS Multimarket Income Trust

     11,875        11,608        10,927        10,676        1,116        1,142  
     Audit-Related Fees1      Tax Fees2      All Other Fees3  
     2019      2018      2019      2018      2019      2018  

Fees billed by E&Y:

                 

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

     1,679,277        1,728,076        0        0        104,750        34,150  

 

     Aggregate Fees for Non-audit
Services
 
     2019      2018  

Fees Billed by E&Y:

     

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

     2,033,145        1,983,352  

 

*  

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


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practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

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

Item 4(f):

Not applicable.

Item 4(h):

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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

 

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.


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ITEM 7.

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

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

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

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

Henry Peabody became a portfolio manager of the Fund on September 1, 2019.

 

Portfolio Manager

  

Primary Role

   Since   

Title and Five Year History

Robert Spector    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
Andy Li    Investment Grade Debt Instruments Portfolio Manager    February 2019    Investment Officer of MFS; employed in the investment area of MFS since 2018; Portfolio Manager at Man GLG from 2014 to 2018; Portfolio Manager at ECM Asset Management prior to April 2014
Henry Peabody    Investment Grade Debt Instruments Portfolio Manager    September 2019    Employed in the investment area of MFS since July 2019; Vice President/Portfolio Manager at Eaton Vance Management from November 2014 to June 2019; Vice President/Research Analyst at Eaton Vance Management from July 2013 to October 2014
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    2018    Investment Officer of MFS; Employed in the investment area of MFS since May 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.


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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, 2018, portfolio manager total cash compensation is a combination of base salary and performance bonus:

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

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

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

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2018, 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

  

 

Andy Li1

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Henry Peabody2

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Robert Persons

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Matt Ryan

  

 

JPMorgan Emerging Markets Bond Index Global

  

 

Michael Skatrud

  

 

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

 

1 

Information is as of February 1, 2019.

2 

Information is as of September 1, 2019.

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, 2019. 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
Andy Li1    N
Henry Peabody2    N
Robert Persons    N
Matt Ryan    N
Michael Skatrud    N

 

1 

Mr. Li became a Portfolio Manager of the Fund on February 1, 2019.

2 

Mr. Peabody became a Portfolio Manager of the Fund on September 1, 2019.


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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, 2019:

 

      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

     6      $ 4.0 billion        10      $ 4.8 billion        44      $ 2.4 billion  

Ward Brown

     7      $ 8.1 billion        6      $ 3.8 billion        6      $ 1.7 billion  

David Cole

     13      $ 9.3 billion        6      $ 2.6 billion        3      $ 193.1 million  

Pilar Gomez-Bravo

     5      $ 3.9 billion        6      $ 2.8 billion        4      $ 926.1 million  

Andy Li (Became a Portfolio Manager of the Fund on February 1, 2019)

     5      $ 3.9 billion        6      $ 2.8 billion        4      $ 926.1 million  

Henry Peabody (Became a Portfolio Manager of the Fund on September 1, 2019)

     2      $ 1.1 billion        2      $ 2.3 billion        0        N/A  

Robert Persons

     18      $ 31.2 billion        10      $ 4.3 billion        9      $ 1.2 billion  

Matt Ryan

     9      $ 12.4 billion        7      $ 4.3 billion        6      $ 1.7 billion  

Michael Skatrud

     12      $ 9.3 billion        6      $ 1.1 billion        3      $ 193.1 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.


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

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

 

ITEM 9.

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

MFS Multimarket Income Trust

 

Period

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

11/01/18-11/30/18

     320,378        5.30        320,378        6,116,629  

12/01/18-12/31/18

     86,510        5.34        86,510        6,030,119  

1/01/19-1/31/19

     648,826        5.48        648,826        5,381,293  

2/01/19-2/28/19

     271,052        5.68        271,052        5,110,241  

3/01/19-3/31/19

     122,596        5.66        122,596        4,987,645  

4/01/19-4/30/19

     886,213        5.76        886,213        4,101,432  

5/01/19-5/31/19

     416,531        5.68        416,531        3,684,901  

6/01/19-6/30/19

     131,498        5.80        131,498        3,553,403  

7/01/19-7/31/19

     70,000        5.84        70,000        3,483,403  

8/01/19-8/31/19

     178,689        5.86        178,689        3,304,714  

9/01/19-9/30/19

     86,000        5.89        86,000        3,218,714  

10/1/19-10/31/19

     0        N/A        0        6,398,195  
  

 

 

    

 

 

    

 

 

    

Total

     3,218,293        5.64        3,218,293     
  

 

 

    

 

 

    

 

 

    

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, 2019 plan year is 6,398,195.


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ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

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

 

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period 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, 2019, 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.


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(c)    If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.
(c)    Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.
(d)    Notices to 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 16, 2019

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

 

By (Signature and Title)*    DAVID L. DILORENZO
 

David L. DiLorenzo, President

(Principal Executive Officer)

Date: December 16, 2019

 

By (Signature and Title)*    JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: December 16, 2019

 

*

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

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