Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 10/31/19
This statement represents your funds balance sheet, which details the assets and
liabilities comprising the total value of the fund.
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Assets
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Investments in unaffiliated issuers, at value (identified cost, $480,536,194)
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$497,087,638
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Investments in affiliated issuers, at value (identified cost, $15,257,288)
|
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15,258,936
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Cash
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1,630
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Foreign currency, at value (identified cost, $11,932)
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11,990
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Restricted cash for
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Forward foreign currency exchange contracts
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710,000
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Receivables for
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Forward foreign currency exchange contracts
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9,855
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Investments sold
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468,855
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Interest
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5,814,312
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Uncleared swaps, at value (net of unamortized premiums paid, $112,462)
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114,279
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Other assets
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10,779
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Total assets
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$519,488,274
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Liabilities
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Notes payable
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$100,000,000
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Payables for
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Distributions
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202,129
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Forward foreign currency exchange contracts
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1,006,012
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Net daily variation margin on open futures contracts
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387,966
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Investments purchased
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9,458,924
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Written options
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1,187
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Payable to affiliates
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Investment adviser
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14,602
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Administrative services fee
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338
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Transfer agent and dividend disbursing costs
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5,294
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Payable for independent Trustees compensation
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10,327
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Accrued interest expense
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207,011
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Deferred country tax expense payable
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145,099
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Accrued expenses and other liabilities
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190,060
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|
Total liabilities
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|
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$111,628,949
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|
Net assets
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$407,859,325
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Net assets consist of
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Paid-in capital
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$415,421,216
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Total distributable earnings (loss)
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|
(7,561,891
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)
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Net assets
|
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|
$407,859,325
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Shares of beneficial interest outstanding
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63,981,952
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Net asset value per share (net assets of $407,859,325 / 63,981,952 shares of beneficial interest
outstanding)
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$6.37
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See Notes to Financial Statements
39
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.
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Net investment income (loss)
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Income
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Interest
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$24,454,686
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Dividends from affiliated issuers
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171,756
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Dividends
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71,291
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Other
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16,206
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Foreign taxes withheld
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(5,576
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)
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Total investment income
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$24,708,363
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Expenses
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Management fee
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$2,758,838
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Transfer agent and dividend disbursing costs
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102,646
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Administrative services fee
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65,015
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Independent Trustees compensation
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65,651
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Stock exchange fee
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65,460
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Custodian fee
|
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45,448
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Shareholder communications
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159,655
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Audit and tax fees
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83,145
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Legal fees
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15,317
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|
Interest expense and fees
|
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2,888,098
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|
Miscellaneous
|
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62,703
|
|
Total expenses
|
|
|
$6,311,976
|
|
Net investment income (loss)
|
|
|
$18,396,387
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Realized and unrealized gain (loss)
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Realized gain (loss) (identified cost basis)
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Unaffiliated issuers (net of $48,882 country tax)
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$476,558
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Affiliated issuers
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38
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Written options
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149,497
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|
Futures contracts
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(6,878,794
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)
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Swap agreements
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|
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9,944
|
|
Forward foreign currency exchange contracts
|
|
|
3,977,097
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Foreign currency
|
|
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(30,529
|
)
|
Net realized gain (loss)
|
|
|
$(2,296,189
|
)
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Change in unrealized appreciation or depreciation
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|
Unaffiliated issuers (net of $96,217 increase in deferred country tax)
|
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$36,538,800
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Affiliated issuers
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1,535
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Written options
|
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2,481
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Futures contracts
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386,075
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Swap agreements
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|
|
1,817
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|
Forward foreign currency exchange contracts
|
|
|
(2,257,424
|
)
|
Translation of assets and liabilities in foreign currencies
|
|
|
26,102
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|
Net unrealized gain (loss)
|
|
|
$34,699,386
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|
Net realized and unrealized gain (loss)
|
|
|
$32,403,197
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|
Change in net assets from operations
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|
|
$50,799,584
|
|
See Notes to Financial Statements
40
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.
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Year ended
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10/31/19
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10/31/18
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Change in net assets
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From operations
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Net investment income (loss)
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|
$18,396,387
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|
|
|
$17,497,961
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Net realized gain (loss)
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(2,296,189
|
)
|
|
|
3,178,260
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|
Net unrealized gain (loss)
|
|
|
34,699,386
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|
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|
(29,049,470
|
)
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Change in net assets from operations
|
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$50,799,584
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|
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$(8,373,249
|
)
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Distributions to shareholders
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$(18,671,582
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)
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$(20,316,659
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)
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Tax return of capital distributions to shareholders
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|
|
$(13,664,509
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)
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$(14,918,250
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)
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Change in net assets from fund share transactions
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$(18,139,266
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)
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$(20,317,818
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)
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Total change in net assets
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$324,227
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$(63,925,976
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)
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Net assets
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At beginning of period
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407,535,098
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471,461,074
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At end of period
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$407,859,325
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$407,535,098
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See Notes to Financial Statements
41
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.
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Cash flows from operating activities:
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Change in net assets from operations
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$50,799,584
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Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:
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Purchase of investment securities
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(336,162,809
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)
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Proceeds from disposition of investment securities
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376,741,456
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Purchase of short-term investments, net
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|
(7,904,705
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)
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Realized gain/loss on investments
|
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(525,440
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)
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Unrealized appreciation/depreciation on investments
|
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(36,636,552
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)
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Unrealized appreciation/depreciation on foreign currency contracts
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2,257,424
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Unrealized appreciation/depreciation on swaps
|
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(1,817
|
)
|
Net amortization/accretion of income
|
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69,603
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Decrease in interest receivable
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197,095
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Increase in accrued expenses and other liabilities
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144,081
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Decrease in receivable for daily variation margin on open futures contracts
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171,585
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Increase in payable for net daily variation margin on open futures contracts
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387,966
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Decrease in other assets
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392
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Decrease in interest payable
|
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(31,754
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)
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Net cash provided by operating activities
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|
$49,506,109
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Cash flows from financing activities:
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Distributions paid in cash
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(32,327,120
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)
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Repurchase of shares of beneficial interest
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(18,293,899
|
)
|
Net cash used by financing activities
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$(50,621,019
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)
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Net decrease in cash and restricted cash (a)
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$(1,114,910
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)
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Cash and restricted cash:
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Beginning of period (including foreign currency of $799,017)
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$1,838,530
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End of period (including foreign currency of $11,990)
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$723,620
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(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
42
Financial Statements
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the funds 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.
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Year ended
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10/31/19
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10/31/18
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10/31/17
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10/31/16
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10/31/15
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|
Net asset value, beginning of period
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$6.06
|
|
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$6.67
|
|
|
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$6.73
|
|
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$6.76
|
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$7.39
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Income (loss) from investment operations
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Net investment income (loss) (d)
|
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|
$0.28
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|
$0.25
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$0.30
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(c)
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$0.34
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|
$0.36
|
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Net realized and unrealized gain (loss)
|
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|
0.50
|
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(0.38
|
)
|
|
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0.15
|
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|
0.15
|
|
|
|
(0.43
|
)
|
Total from investment operations
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$0.78
|
|
|
|
$(0.13
|
)
|
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|
$0.45
|
|
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$0.49
|
|
|
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$(0.07
|
)
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Less distributions declared to shareholders
|
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From net investment income
|
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|
$(0.29
|
)
|
|
|
$(0.29
|
)
|
|
|
$(0.31
|
)
|
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$(0.37
|
)
|
|
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$(0.46
|
)
|
From net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(0.08
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)
|
From tax return of capital
|
|
|
(0.21
|
)
|
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(0.22
|
)
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(0.23
|
)
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(0.16
|
)
|
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(0.03
|
)
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Total distributions declared to shareholders
|
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$(0.50
|
)
|
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$(0.51
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)
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$(0.54
|
)
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$(0.53
|
)
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$(0.57
|
)
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Net increase from repurchase of capital shares
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$0.03
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$0.03
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$0.03
|
|
|
|
$0.01
|
|
|
|
$0.01
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|
Net asset value, end of period (x)
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$6.37
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$6.06
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$6.67
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$6.73
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|
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$6.76
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|
Market value, end of period
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$6.01
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$5.24
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$6.16
|
|
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$5.97
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|
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|
$5.94
|
|
Total return at market value (%)
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25.05
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(7.01
|
)
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|
12.50
|
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|
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9.93
|
|
|
|
2.18
|
|
Total return at net asset value (%) (j)(s)(x)
|
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14.60
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|
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(0.68
|
)
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|
|
8.06
|
(c)
|
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|
8.89
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|
|
|
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)
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N/A
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N/A
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N/A
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N/A
|
|
|
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N/A
|
|
Net investment income (loss)
|
|
|
4.54
|
|
|
|
4.00
|
|
|
|
4.45
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(c)
|
|
|
5.13
|
|
|
|
5.05
|
|
Portfolio turnover
|
|
|
65
|
|
|
|
47
|
|
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|
50
|
|
|
|
36
|
|
|
|
47
|
|
Net assets at end of period (000 omitted)
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|
$407,859
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|
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$407,535
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|
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$471,461
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|
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$504,331
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|
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|
$515,095
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Supplemental Ratios (%):
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Ratios of expenses to average net assets after expense reductions and excluding interest expense
and fees (f)
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|
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0.84
|
|
|
|
0.80
|
|
|
|
0.78
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(c)
|
|
|
0.87
|
|
|
|
0.82
|
|
|
|
|
|
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|
Senior Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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
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|
|
|
$5,075
|
|
|
|
$5,715
|
|
|
|
$6,043
|
|
|
|
$6,151
|
|
43
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.
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(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.
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(k)
|
Calculated by subtracting the funds total liabilities (not including notes payable) from the funds total assets and dividing this number by
the notes payable outstanding and then multiplying by 1,000.
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(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
44
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 funds Statement
of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially
greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher
quality debt instruments. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S.
dollar and to the effects of changes in each countrys market, economic, industrial, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated
with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability
than developed markets.
In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash
Flows (Topic 230) Restricted Cash (ASU 2016-18), 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 funds 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.
45
Notes to Financial Statements continued
Management has evaluated the potential impacts of ASU 2017-08 and believes that adoption of ASU 2017-08 will not have a material effect on the funds overall financial position or its overall results of operations.
Balance Sheet Offsetting The funds accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the
International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across
transactions between the fund and the applicable counterparty. The funds right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement
counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the funds Significant Accounting Policies note under the captions for each of the funds in-scope financial instruments and transactions.
Investment Valuations Equity securities, including
restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are
generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an
evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally
valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on
their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party
pricing service. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are
generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period
interpolated from rates provided by a third-party pricing service for proximate time periods. 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.
46
Notes to Financial Statements continued
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the funds
investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value
as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the funds valuation policies and procedures, market quotations are not considered to be readily available for
most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value
if the adviser determines that an investments value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the
determination of the funds net asset value, or after the 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 funds net asset value can
differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the funds net asset value may differ from quoted or published prices for the same investment. There
can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the funds assets or liabilities. These inputs are categorized into three broad levels. In certain cases,
the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value
measurement. The funds assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in
active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes
unobservable inputs, which may include the advisers own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts, forward foreign currency exchange contracts,
swap
47
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 funds
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
48
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 derivatives 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 funds period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are
indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair
value, on a gross basis, of the asset and liability components of derivatives held by the fund at 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 funds Statement of Assets and
Liabilities. Values presented in this table for futures contracts correspond to the values reported in the funds Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the
funds Statement of Assets and Liabilities.
|
49
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 funds credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded
options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for
uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the funds custodian in
connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded
50
Notes to Financial Statements continued
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 funds collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives
and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral
or margin obligations with the broker. Any such payments are included in Interest expense and fees in the Statement of Operations.
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 funds 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
funds 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 funds exposure to an underlying instrument.
51
Notes to Financial Statements continued
The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation.
Premiums paid for purchased 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 funds maximum risk of loss from purchasing an option is the amount of
premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty
providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the funds exposure to the counterparty under such ISDA Master Agreement.
Futures Contracts The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure,
currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the
contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund
until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates,
exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since
the contracts are exchange traded and the exchanges clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The funds maximum risk of loss due to counterparty credit
risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Forward Foreign
Currency Exchange Contracts The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the funds
currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment
activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may
enter
52
Notes to Financial Statements continued
into contracts with the intent of changing the relative exposure of the funds portfolio of securities to different currencies to
take advantage of anticipated exchange rate changes.
Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the
underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is
recorded as realized gains or losses on forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from
unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the funds maximum risk due to counterparty credit risk is the unrealized gain on the
contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the
counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the funds exposure to the counterparty under such ISDA Master Agreement.
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
53
Notes to Financial Statements continued
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 funds 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 contracts 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 funds exposure to the counterparty under such ISDA
Master Agreement. The funds 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 agreements 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 agreements
notional amount. The protection sellers payment obligation would be offset to the extent of the value of the agreements deliverable obligation. At October 31, 2019, the fund did not hold any credit default swap
54
Notes to Financial Statements continued
agreements at an unrealized loss where it is the protection seller. The funds 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 funds Statement of Assets and Liabilities includes cash on hand at the funds custodian bank and does not include any
short-term investments. Restricted cash is presented in the funds 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 funds 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 funds organizational
documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service
providers that may contain indemnification clauses. The funds maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All
premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees
are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements.
Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be
55
Notes to Financial Statements continued
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 funds federal tax returns,
when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the funds tax positions taken on federal and state tax returns for all open tax years and does not believe that
there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes
may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. The fund seeks to pay monthly distributions based on an
annual rate of 8.00% of the funds average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital. 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.
56
Notes to Financial Statements continued
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 funds 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 funds average daily net assets.
Transfer Agent The fund engages Computershare Trust Company, N.A.
(Computershare) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended
October 31, 2019, these fees paid to MFSC amounted to $32,455.
57
Notes to Financial Statements continued
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 funds average daily net assets.
Trustees and Officers Compensation The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee
chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration 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.
58
Notes to Financial Statements continued
(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 funds Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10%
annually of its own shares of beneficial interest. The fund repurchased 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 funds assets. The loans carrying value in the funds Statement of Assets and Liabilities approximates its fair value. The loan value as of the reporting date is considered level 2 under the fair value hierarchy. The
credit agreement matures on August 19, 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.
59
Notes to Financial Statements continued
(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
|
|
|
|
$
|
|
60
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 Funds management. Our
responsibility is to express an opinion on the Funds 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 Funds 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 Funds 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
61
Report of Independent Registered Public Accounting Firm continued
evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more MFS investment companies since 1993.
Boston, Massachusetts
December 16, 2019
62
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
|
64
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)
|
65
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 Treasurers Office (until February
2017)
|
66
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
|
67
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 Trustees 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 Boards retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on
the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Hegarty,
Kilman and Otis and Ms. Roepke are members of the Trusts Audit Committee. As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Trusts Audit Committee.
68
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
|
|
|
|
|
|
69
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 Funds 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 Funds 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 Funds 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
70
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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds performance. The Trustees observed that there were significant limitations to the usefulness of the comparative data provided by
71
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 Funds advisory fee, the Trustees considered, among other information, the Funds advisory fee and the total expense ratio of the Funds 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 Funds last fiscal year), the Funds 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 Funds 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 Funds 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
72
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 Funds 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 Funds 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 Funds investment advisory agreement with MFS should be
continued for an additional one-year period, commencing August 1, 2019.
73
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606,
by visiting mfs.com/proxyvoting, or by visiting the SECs Web site at http://www.sec.gov.
Information regarding how the fund voted
proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SECs Web site at
http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 funds Form N-Q or Form N-PORT reports are available on the SECs website at
http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the funds fiscal year at mfs.com/closedendfunds by choosing the funds 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 funds name.
Additional
information about the fund (e.g. performance, dividends and the funds price history) is also available by clicking on the funds name under Closed-End Funds in the Products section of mfs.com.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are
not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against
the service providers, either directly or on behalf of the fund.
Under the Trusts By-Laws and Declaration of Trust, any claims asserted against or
on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The fund will notify shareholders of
amounts for use in preparing 2019 income tax forms in January 2020.
74
rev. 3/16
|
|
|
|
|
|
|
|
FACTS
|
|
WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
|
|
|
|
|
|
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 dont share
|
For joint marketing with other
financial companies
|
|
No
|
|
We dont share
|
For our affiliates everyday business purposes
information about your transactions and experiences
|
|
No
|
|
We dont share
|
For our affiliates everyday business purposes
information about your creditworthiness
|
|
No
|
|
We dont share
|
For nonaffiliates to market to you
|
|
No
|
|
We dont share
|
|
|
|
|
|
Questions?
|
|
Call 800-225-2606 or go to mfs.com.
|
75
|
|
|
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 cant I limit all sharing?
|
|
Federal law gives you the right to limit
only
sharing for affiliates everyday business purposes
information about your creditworthiness
affiliates
from using your information to market to you
sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to
limit sharing.
|
|
|
|
Definitions
|
Affiliates
|
|
Companies related by common ownership or control.
They can be financial and nonfinancial companies.
MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
|
Nonaffiliates
|
|
Companies not related by common ownership or
control. They can be financial and nonfinancial companies.
MFS does not share with nonaffiliates so they can market to you.
|
Joint marketing
|
|
A formal agreement between nonaffiliated financial
companies that together market financial products or services to you.
MFS doesnt jointly market.
|
|
|
|
Other important information
|
If you own an MFS product or receive an
MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
|
76
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