Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-2464
MFS SERIES TRUST IX
(Exact name of registrant as specified in charter)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
Susan S. Newton
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agents for service)
Registrant’s telephone number, including area code: (617) 954-5000
Date of fiscal year end: April 30
Date of reporting period: October 31, 2013*
* | This Form N-CSR pertains to the following series of the Registrant: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, and MFS Research Bond Fund. The remaining series of the Registrant has a fiscal year end of October 31. |
Table of Contents
ITEM 1. | REPORTS TO STOCKHOLDERS. |
Table of Contents
SEMIANNUAL REPORT
October 31, 2013
MFS® BOND FUND
MFB-SEM
Table of Contents
MFS® BOND FUND
The report is prepared for the general information of shareholders.
It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE
Table of Contents
LETTER FROM THE CHAIRMAN AND CEO
Dear Shareholders:
The global economy is trending toward growth again despite risks created by the U.S. government’s gridlock. The eurozone has emerged from its 18-month-long recession.
However, unemployment in the region persists at historically high levels. The U.K. economy is on the rebound. China’s economic gauges are improving and point toward expansion. And Japan’s aggressive program of monetary easing is showing signs of success.
The U.S. Federal Reserve’s expected tapering of its bond-buying stimulus program — telegraphed in the spring and delayed in September — has weighed on global markets. Emerging markets have borne much of the brunt, with currency values dropping and nervous investors seeking safety elsewhere. The greatest
threat to global economic recovery now appears to be related to the U.S. government’s impasse. While the tensions surrounding the 16-day government shutdown and potential U.S. debt default have dissipated, another round of potential gridlock lies ahead early in 2014, with the next U.S. budget and debt ceiling deadlines.
As always, managing risk in the face of uncertainty remains a top priority for investors. At MFS®, our uniquely collaborative investment process employs integrated, global research and active risk management. Our global team of investment professionals shares ideas and evaluates opportunities across continents, investment disciplines and asset classes — all with a goal of building better insights, and ultimately better results, for our clients.
We are mindful of the many economic challenges investors face, and believe it is more important than ever to maintain a long-term view and employ time-tested principles, such as asset allocation and diversification. We remain confident that our unique approach can serve investors well as they work with their financial advisors to identify and pursue the most suitable opportunities.
Respectfully,
Robert J. Manning
Chairman and Chief Executive Officer
MFS Investment Management®
December 16, 2013
The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.
1
Table of Contents
Portfolio structure (i)
Portfolio facts (i) | ||||
Average Duration (d) | 5.2 | |||
Average Effective Maturity (m) | 7.6 yrs. | |||
Fixed income sectors (i) | ||||
High Grade Corporates | 67.7% | |||
High Yield Corporates | 19.1% | |||
Emerging Markets Bonds | 6.2% | |||
Commercial Mortgage-Backed Securities | 0.6% | |||
Non-U.S. Government Bonds | 0.2% | |||
Collateralized Debt Obligations | 0.2% | |||
Asset-Backed Securities (o) | 0.0% | |||
Residential Mortgage-Backed Securities (o) | 0.0% |
Composition including fixed income credit quality (a)(i) | ||||
AA | 0.1% | |||
A | 13.6% | |||
BBB | 59.2% | |||
BB | 18.1% | |||
B | 2.9% | |||
CCC (o) | 0.0% | |||
CC (o) | 0.0% | |||
C (o) | 0.0% | |||
D | 0.1% | |||
Not Rated (o) | 0.0% | |||
Cash & Other | 6.0% |
(a) | For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies. |
(d) | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
2
Table of Contents
Portfolio Composition – continued
(i) | For purposes of this presentation, the components include the market value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than market value. The bond component will include any accrued interest amounts. |
(m) | In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity. |
(o) | Less than 0.1%. |
Where the fund holds convertible bonds, these are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of 10/31/13.
The portfolio is actively managed and current holdings may be different.
3
Table of Contents
Fund expenses borne by the shareholders during the period, May 1, 2013 through October 31, 2013
As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
4
Table of Contents
Expense Table – continued
Share Class | Annualized Expense Ratio | Beginning Account Value 5/01/13 | Ending Account Value 10/31/13 | Expenses Paid During Period (p) 5/01/13-10/31/13 | ||||||||||||||
A | Actual | 0.82% | $1,000.00 | $980.68 | $4.09 | |||||||||||||
Hypothetical (h) | 0.82% | $1,000.00 | $1,021.07 | $4.18 | ||||||||||||||
B | Actual | 1.57% | $1,000.00 | $976.19 | $7.82 | |||||||||||||
Hypothetical (h) | 1.57% | $1,000.00 | $1,017.29 | $7.98 | ||||||||||||||
C | Actual | 1.57% | $1,000.00 | $976.85 | $7.82 | |||||||||||||
Hypothetical (h) | 1.57% | $1,000.00 | $1,017.29 | $7.98 | ||||||||||||||
I | Actual | 0.57% | $1,000.00 | $981.21 | $2.85 | |||||||||||||
Hypothetical (h) | 0.57% | $1,000.00 | $1,022.33 | $2.91 | ||||||||||||||
R1 | Actual | 1.57% | $1,000.00 | $976.88 | $7.82 | |||||||||||||
Hypothetical (h) | 1.57% | $1,000.00 | $1,017.29 | $7.98 | ||||||||||||||
R2 | Actual | 1.07% | $1,000.00 | $979.45 | $5.34 | |||||||||||||
Hypothetical (h) | 1.07% | $1,000.00 | $1,019.81 | $5.45 | ||||||||||||||
R3 | Actual | 0.82% | $1,000.00 | $980.68 | $4.09 | |||||||||||||
Hypothetical (h) | 0.82% | $1,000.00 | $1,021.07 | $4.18 | ||||||||||||||
R4 | Actual | 0.57% | $1,000.00 | $981.92 | $2.85 | |||||||||||||
Hypothetical (h) | 0.57% | $1,000.00 | $1,022.33 | $2.91 | ||||||||||||||
R5 | Actual | 0.46% | $1,000.00 | $981.75 | $2.30 | |||||||||||||
Hypothetical (h) | 0.46% | $1,000.00 | $1,022.89 | $2.35 |
(h) | 5% class return per year before expenses. |
(p) | Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. |
Notes to Expense Table
Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.
5
Table of Contents
10/31/13 (unaudited)
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Bonds - 92.9% | ||||||||
Issuer | Shares/Par | Value ($) | ||||||
Aerospace - 0.3% | ||||||||
BE Aerospace, Inc., 5.25%, 2022 | $ | 7,977,000 | $ | 8,196,367 | ||||
Airlines - 0.1% | ||||||||
Continental Airlines, Inc., 7.25%, 2019 | $ | 1,834,677 | $ | 2,091,531 | ||||
Apparel Manufacturers - 0.9% | ||||||||
PVH Corp., 7.375%, 2020 | $ | 18,298,000 | $ | 20,036,310 | ||||
PVH Corp., 4.5%, 2022 | 3,190,000 | 3,038,475 | ||||||
|
| |||||||
$ | 23,074,785 | |||||||
Asset-Backed & Securitized - 0.8% | ||||||||
Anthracite Ltd., “A”, CDO, FRN, 0.53%, 2019 (n) | $ | 346,147 | $ | 344,666 | ||||
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 (z) | 1,817,503 | 873,998 | ||||||
BlackRock Capital Finance LP, 7.75%, 2026 (z) | 319,619 | 36,456 | ||||||
Capital Trust Realty Ltd., CDO, 5.16%, 2035 (n) | 909,605 | 932,718 | ||||||
Citigroup/Deutsche Bank Commercial Mortgage Trust, FRN, 5.366%, 2049 | 2,920,000 | 2,996,653 | ||||||
Falcon Franchise Loan LLC, FRN, 12.161%, 2025 (i)(z) | 1,237,477 | 185,622 | ||||||
G-Force LLC, CDO, “A2”, 4.83%, 2036 (z) | 374,708 | 374,333 | ||||||
GMAC LLC, FRN, 8.071%, 2034 (d)(n)(q) | 2,040,244 | 1,479,144 | ||||||
Greenwich Capital Commercial Funding Corp., FRN, 5.828%, 2038 | 2,125,000 | 2,328,295 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.813%, 2049 | 1,467,768 | 1,656,535 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.443%, 2042 (n) | 4,734,928 | 964,363 | ||||||
KKR Financial CLO Ltd., “C”, FRN, 1.714%, 2021 (n) | 3,651,630 | 3,439,178 | ||||||
LB Commercial Conduit Mortgage Trust, FRN, 1.176%, 2030 (i) | 2,172,343 | 61,173 | ||||||
LB Commercial Conduit Mortgage Trust, FRN, 1.986%, 2030 (i) | 2,297,637 | 109,967 | ||||||
Merrill Lynch/Countrywide Commercial Mortgage Trust, FRN, 5.737%, 2050 | 3,070,000 | 3,427,882 | ||||||
Morgan Stanley Capital I, Inc., FRN, 0.935%, 2030 (i)(n) | 6,894,490 | 205,559 | ||||||
Spirit Master Funding LLC, 5.05%, 2023 (z) | 1,722,431 | 1,751,024 | ||||||
|
| |||||||
$ | 21,167,566 | |||||||
Automotive - 4.3% | ||||||||
American Honda Finance Corp., 2.125%, 2017 (n) | $ | 3,328,000 | $ | 3,401,456 | ||||
Delphi Corp., 6.125%, 2021 | 10,729,000 | 11,801,900 |
6
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Automotive - continued | ||||||||
Ford Motor Credit Co. LLC, 8%, 2014 | $ | 5,635,000 | $ | 5,875,175 | ||||
Ford Motor Credit Co. LLC, 4.207%, 2016 | 3,610,000 | 3,852,993 | ||||||
Ford Motor Credit Co. LLC, 3.984%, 2016 | 4,112,000 | 4,379,494 | ||||||
General Motors Financial Co., 2.75%, 2016 (z) | 1,740,000 | 1,753,050 | ||||||
Harley Davidson Financial Services, 1.15%, 2015 (n) | 9,393,000 | 9,410,734 | ||||||
Harley-Davidson Financial Services, 3.875%, 2016 (n) | 10,410,000 | 11,052,162 | ||||||
Harley-Davidson Financial Services, 2.7%, 2017 (n) | 3,815,000 | 3,944,019 | ||||||
Lear Corp., 8.125%, 2020 | 10,902,000 | 12,155,730 | ||||||
Lear Corp., 4.75%, 2023 (n) | 1,350,000 | 1,306,125 | ||||||
Nissan Motor Acceptance Corp., 1.95%, 2017 (n) | 15,896,000 | 15,877,672 | ||||||
TRW Automotive, Inc., 4.5%, 2021 (n) | 9,060,000 | 9,241,200 | ||||||
TRW Automotive, Inc., 7.25%, 2017 (n) | 13,320,000 | 15,284,700 | ||||||
Volkswagen International Finance N.V., 2.375%, 2017 (n) | 6,890,000 | 7,092,318 | ||||||
|
| |||||||
$ | 116,428,728 | |||||||
Biotechnology - 1.2% | ||||||||
Life Technologies Corp., 6%, 2020 | $ | 28,963,000 | $ | 33,171,671 | ||||
Broadcasting - 3.0% | ||||||||
CBS Corp., 8.875%, 2019 | $ | 4,240,000 | $ | 5,444,987 | ||||
CBS Corp., 5.75%, 2020 | 1,010,000 | 1,144,848 | ||||||
CBS Corp., 3.375%, 2022 | 2,755,000 | 2,692,563 | ||||||
Discovery Communications, Inc., 4.875%, 2043 | 2,263,000 | 2,153,944 | ||||||
Myriad International Holdings B.V., 6.375%, 2017 (n) | 12,742,000 | 13,984,345 | ||||||
Myriad International Holdings B.V., 6%, 2020 (n) | 3,000,000 | 3,195,000 | ||||||
News America, Inc., 8.5%, 2025 | 4,931,000 | 6,340,472 | ||||||
News America, Inc., 6.15%, 2041 | 3,000,000 | 3,385,932 | ||||||
Omnicom Group, Inc., 3.625%, 2022 | 13,717,000 | 13,394,870 | ||||||
SES S.A., 3.6%, 2023 (n) | 6,441,000 | 6,233,793 | ||||||
SIRIUS XM Radio, Inc., 5.875%, 2020 (n) | 280,000 | 289,800 | ||||||
SIRIUS XM Radio, Inc., 5.75%, 2021 (n) | 12,925,000 | 13,183,500 | ||||||
WPP Finance, 8%, 2014 | 2,744,000 | 2,908,475 | ||||||
WPP Finance, 4.75%, 2021 | 3,500,000 | 3,661,011 | ||||||
WPP Finance, 3.625%, 2022 | 4,361,000 | 4,226,380 | ||||||
|
| |||||||
$ | 82,239,920 | |||||||
Brokerage & Asset Managers - 0.2% | ||||||||
Franklin Resources, Inc., 1.375%, 2017 | $ | 3,705,000 | $ | 3,660,032 | ||||
TD Ameritrade Holding Co., 4.15%, 2014 | 1,928,000 | 2,000,250 | ||||||
|
| |||||||
$ | 5,660,282 | |||||||
Building - 1.3% | ||||||||
Mohawk Industries, Inc., 6.375%, 2016 | $ | 18,582,000 | $ | 20,404,132 | ||||
Mohawk Industries, Inc., 3.85%, 2023 | 11,265,000 | 10,886,856 |
7
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Building - continued | ||||||||
Owens Corning, Inc., 6.5%, 2016 | $ | 3,021,000 | $ | 3,382,209 | ||||
|
| |||||||
$ | 34,673,197 | |||||||
Business Services - 1.1% | ||||||||
Fidelity National Information Services, Inc., 2%, 2018 | $ | 1,475,000 | $ | 1,443,482 | ||||
Fidelity National Information Services, Inc., 5%, 2022 | 11,230,000 | 11,552,638 | ||||||
Fidelity National Information Services, Inc., 3.5%, 2023 | 4,532,000 | 4,142,620 | ||||||
Tencent Holdings Ltd., 3.375%, 2018 (n) | 12,299,000 | 12,539,507 | ||||||
|
| |||||||
$ | 29,678,247 | |||||||
Cable TV - 2.9% | ||||||||
CCO Holdings LLC, 5.25%, 2022 | $ | 18,106,000 | $ | 17,019,640 | ||||
Comcast Corp., 4.65%, 2042 | 1,789,000 | 1,742,892 | ||||||
Cox Communications, Inc., 6.25%, 2018 (n) | 1,735,000 | 1,978,896 | ||||||
DIRECTV Holdings LLC, 5.875%, 2019 | 3,310,000 | 3,746,576 | ||||||
DIRECTV Holdings LLC, 6.375%, 2041 | 4,310,000 | 4,421,905 | ||||||
DIRECTV Holdings LLC, 5.15%, 2042 | 9,250,000 | 8,303,873 | ||||||
Lynx I Corp., 5.375%, 2021 (n) | 2,635,000 | 2,648,175 | ||||||
NBCUniversal Enterprise, Inc., 1.974%, 2019 (n) | 2,215,000 | 2,184,838 | ||||||
Time Warner Cable, Inc., 8.25%, 2019 | 6,150,000 | 7,209,620 | ||||||
Time Warner Cable, Inc., 5%, 2020 | 1,480,000 | 1,516,260 | ||||||
Time Warner Cable, Inc., 4.5%, 2042 | 13,352,000 | 10,007,765 | ||||||
Time Warner Entertainment Co. LP, 8.375%, 2033 | 1,734,000 | 1,898,714 | ||||||
Videotron Ltee, 5%, 2022 | 13,220,000 | 12,988,650 | ||||||
Virgin Media Secured Finance PLC, 5.25%, 2021 | 2,990,000 | 3,033,881 | ||||||
|
| |||||||
$ | 78,701,685 | |||||||
Chemicals - 2.3% | ||||||||
Celanese U.S. Holdings LLC, 4.625%, 2022 | $ | 6,999,000 | $ | 6,876,518 | ||||
CF Industries, Inc., 3.45%, 2023 | 717,000 | 683,494 | ||||||
CF Industries, Inc., 4.95%, 2043 | 3,000,000 | 2,836,989 | ||||||
Dow Chemical Co., 8.55%, 2019 | 14,554,000 | 18,837,126 | ||||||
LyondellBasell Industries N.V., 5%, 2019 | 13,386,000 | 14,984,610 | ||||||
LyondellBasell Industries N.V., 6%, 2021 | 9,720,000 | 11,309,259 | ||||||
NOVA Chemicals Corp., 5.25%, 2023 (n) | 6,391,000 | 6,518,820 | ||||||
|
| |||||||
$ | 62,046,816 | |||||||
Computer Software - 0.0% | ||||||||
Seagate Technology HDD Holdings, 6.8%, 2016 | $ | 370,000 | $ | 419,025 | ||||
VeriSign, Inc., 4.625%, 2023 | 325,000 | 316,469 | ||||||
|
| |||||||
$ | 735,494 | |||||||
Computer Software - Systems - 0.1% | ||||||||
Seagate HDD Cayman, 3.75%, 2018 (z) | $ | 4,052,000 | $ | 4,052,000 |
8
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Conglomerates - 0.5% | ||||||||
Ingersoll-Rand Global Holding Co., Ltd., 5.75%, 2043 (n) | $ | 2,058,000 | $ | 2,158,634 | ||||
Roper Industries, Inc., 1.85%, 2017 | 12,204,000 | 12,203,524 | ||||||
|
| |||||||
$ | 14,362,158 | |||||||
Consumer Products - 1.2% | ||||||||
Mattel, Inc., 1.7%, 2018 | $ | 2,812,000 | $ | 2,774,479 | ||||
Mattel, Inc., 5.45%, 2041 | 8,647,000 | 8,750,418 | ||||||
Newell Rubbermaid, Inc., 2.05%, 2017 | 6,178,000 | 6,144,206 | ||||||
Newell Rubbermaid, Inc., 4.7%, 2020 | 5,052,000 | 5,401,113 | ||||||
Tupperware Brands Corp., 4.75%, 2021 | 9,261,000 | 9,553,842 | ||||||
|
| |||||||
$ | 32,624,058 | |||||||
Consumer Services - 1.3% | ||||||||
ADT Corp., 4.125%, 2023 | $ | 11,631,000 | $ | 10,488,522 | ||||
Experian Finance PLC, 2.375%, 2017 (n) | 18,068,000 | 17,995,836 | ||||||
Service Corp. International, 7%, 2019 | 5,550,000 | 5,966,250 | ||||||
Service Corp. International, 5.375%, 2022 (n) | 1,705,000 | 1,722,050 | ||||||
|
| |||||||
$ | 36,172,658 | |||||||
Containers - 0.9% | ||||||||
Ball Corp., 5%, 2022 | $ | 5,537,000 | $ | 5,578,527 | ||||
Ball Corp., 4%, 2023 | 4,342,000 | 4,000,067 | ||||||
Crown Americas LLC, 4.5%, 2023 (n) | 16,055,000 | 15,051,563 | ||||||
|
| |||||||
$ | 24,630,157 | |||||||
Defense Electronics - 0.4% | ||||||||
BAE Systems Holdings, Inc., 6.375%, 2019 (n) | $ | 10,202,000 | $ | 11,961,631 | ||||
Electronics - 0.9% | ||||||||
Flextronics International Ltd., 4.625%, 2020 | $ | 7,770,000 | $ | 7,789,425 | ||||
Jabil Circuit, Inc., 4.7%, 2022 | 3,601,000 | 3,492,970 | ||||||
Tyco Electronics Group S.A., 6.55%, 2017 | 2,450,000 | 2,837,641 | ||||||
Tyco Electronics Group S.A., 3.5%, 2022 | 11,088,000 | 10,790,143 | ||||||
|
| |||||||
$ | 24,910,179 | |||||||
Emerging Market Quasi-Sovereign - 0.1% | ||||||||
Gaz Capital S.A., 8.125%, 2014 (n) | $ | 2,914,000 | $ | 3,064,654 | ||||
Energy - Independent - 2.9% | ||||||||
Anadarko Petroleum Corp., 6.375%, 2017 | $ | 4,953,000 | $ | 5,790,191 | ||||
Concho Resources, Inc., 5.5%, 2023 | 8,338,000 | 8,650,675 | ||||||
Continental Resources, Inc., 4.5%, 2023 | 5,093,000 | 5,137,564 | ||||||
EQT Corp., 4.875%, 2021 | 7,176,000 | 7,446,966 | ||||||
Hess Corp., 8.125%, 2019 | 1,452,000 | 1,829,543 |
9
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Energy - Independent - continued | ||||||||
Noble Energy, Inc., 4.15%, 2021 | $ | 13,080,000 | $ | 13,747,852 | ||||
Pioneer Natural Resources Co., 6.65%, 2017 | 6,900,000 | 7,993,616 | ||||||
Pioneer Natural Resources Co., 7.5%, 2020 | 9,237,000 | 11,456,162 | ||||||
Pioneer Natural Resources Co., 3.95%, 2022 | 5,000,000 | 5,095,975 | ||||||
Southwestern Energy Co., 7.5%, 2018 | 10,149,000 | 12,113,765 | ||||||
|
| |||||||
$ | 79,262,309 | |||||||
Energy - Integrated - 1.2% | ||||||||
LUKOIL International Finance B.V., 3.416%, 2018 (n) | $ | 7,746,000 | $ | 7,804,095 | ||||
LUKOIL International Finance B.V., 4.563%, 2023 (n) | 9,874,000 | 9,442,013 | ||||||
Murphy Oil Corp., 2.5%, 2017 | 13,691,000 | 13,790,917 | ||||||
Pacific Rubiales Energy Corp., 5.125%, 2023 (n) | 684,000 | 654,930 | ||||||
|
| |||||||
$ | 31,691,955 | |||||||
Entertainment - 0.2% | ||||||||
Viacom, Inc., 3.5%, 2017 | $ | 4,200,000 | $ | 4,450,370 | ||||
Financial Institutions - 4.1% | ||||||||
CIT Group Inc., 5%, 2023 | $ | 5,000,000 | $ | 5,012,500 | ||||
CIT Group, Inc., 5%, 2017 | 2,500,000 | 2,687,500 | ||||||
CIT Group, Inc., 4.25%, 2017 | 9,647,000 | 10,117,291 | ||||||
CIT Group, Inc., 5.25%, 2018 | 2,885,000 | 3,119,406 | ||||||
CIT Group, Inc., 6.625%, 2018 (n) | 7,448,000 | 8,444,170 | ||||||
CIT Group, Inc., 5.5%, 2019 (n) | 5,815,000 | 6,294,737 | ||||||
General Electric Capital Corp., 1%, 2016 | 3,232,000 | 3,246,166 | ||||||
General Electric Capital Corp., 1.6%, 2017 | 9,117,000 | 9,134,432 | ||||||
General Electric Capital Corp., 5.5%, 2020 | 8,500,000 | 9,832,792 | ||||||
General Electric Capital Corp., 3.15%, 2022 | 3,815,000 | 3,735,946 | ||||||
International Lease Finance Corp., 7.125%, 2018 (n) | 3,221,000 | 3,708,176 | ||||||
International Lease Finance Corp., 6.25%, 2019 | 3,853,000 | 4,199,770 | ||||||
International Lease Finance Corp., 5.875%, 2022 | 15,000,000 | 15,450,000 | ||||||
SLM Corp., 6.25%, 2016 | 4,180,000 | 4,550,975 | ||||||
SLM Corp., 6%, 2017 | 15,703,000 | 17,077,013 | ||||||
SLM Corp., 8%, 2020 | 2,532,000 | 2,892,810 | ||||||
|
| |||||||
$ | 109,503,684 | |||||||
Food & Beverages - 5.7% | ||||||||
Anheuser-Busch InBev S.A., 7.75%, 2019 | $ | 12,630,000 | $ | 15,994,897 | ||||
BFF International Ltd., 7.25%, 2020 | 17,166,000 | 19,440,495 | ||||||
Conagra Foods, Inc., 1.9%, 2018 | 6,517,000 | 6,472,098 | ||||||
Constellation Brands, Inc., 7.25%, 2016 | 18,881,000 | 21,547,941 | ||||||
Grupo Bimbo S.A.B. de C.V., 4.5%, 2022 (n) | 12,661,000 | 12,927,983 | ||||||
Heineken N.V., 1.4%, 2017 (n) | 290,000 | 286,497 | ||||||
J.M. Smucker Co., 3.5%, 2021 | 12,140,000 | 12,271,598 |
10
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Food & Beverages - continued | ||||||||
JBS Investments GmbH, 7.75%, 2020 (z) | $ | 984,000 | $ | 1,014,750 | ||||
Kraft Foods Group, Inc., 6.5%, 2040 | 3,950,000 | 4,727,968 | ||||||
Pernod Ricard S.A., 5.75%, 2021 (n) | 4,451,000 | 4,988,267 | ||||||
SABMiller Holdings, Inc., 3.75%, 2022 (n) | 11,234,000 | 11,518,153 | ||||||
Smithfield Foods, Inc., 7.75%, 2017 | 8,630,000 | 10,032,375 | ||||||
Smithfield Foods, Inc., 6.625%, 2022 | 4,652,000 | 4,896,230 | ||||||
Tyson Foods, Inc., 6.6%, 2016 | 12,881,000 | 14,460,713 | ||||||
Tyson Foods, Inc., 4.5%, 2022 | 8,026,000 | 8,324,254 | ||||||
Wm Wrigley Jr. Co., 2.9%, 2019 (n) | 4,831,000 | 4,904,016 | ||||||
|
| |||||||
$ | 153,808,235 | |||||||
Food & Drug Stores - 0.5% | ||||||||
CVS Caremark Corp., 3.25%, 2015 | $ | 1,743,000 | $ | 1,811,685 | ||||
CVS Caremark Corp., 5.75%, 2017 | 978,000 | 1,121,262 | ||||||
CVS Caremark Corp., 2.75%, 2022 | 3,513,000 | 3,285,315 | ||||||
CVS Caremark Corp., 5.75%, 2041 | 3,147,000 | 3,489,576 | ||||||
Walgreen Co., 1.8%, 2017 | 3,680,000 | 3,701,782 | ||||||
|
| |||||||
$ | 13,409,620 | |||||||
Forest & Paper Products - 2.0% | ||||||||
Fibria Overseas Finance Ltd., 7.5%, 2020 (n) | $ | 16,154,000 | $ | 17,769,400 | ||||
Georgia-Pacific LLC, 5.4%, 2020 (n) | 13,758,000 | 15,554,258 | ||||||
International Paper Co., 6%, 2041 | 6,640,000 | 7,261,816 | ||||||
Packaging Corp. of America, 3.9%, 2022 | 13,788,000 | 13,654,946 | ||||||
|
| |||||||
$ | 54,240,420 | |||||||
Gaming & Lodging - 1.8% | ||||||||
Carnival Corp., 1.2%, 2016 | $ | 15,000,000 | $ | 14,928,345 | ||||
Carnival Corp., 1.875%, 2017 | 4,565,000 | 4,476,768 | ||||||
Host Hotels & Resorts, Inc., REIT, 6.75%, 2016 | 1,669,000 | 1,692,855 | ||||||
Host Hotels & Resorts, Inc., REIT, 4.75%, 2023 | 2,843,000 | 2,918,163 | ||||||
Wyndham Worldwide Corp., 2.5%, 2018 | 7,176,000 | 7,178,519 | ||||||
Wyndham Worldwide Corp., 4.25%, 2022 | 18,435,000 | 18,378,681 | ||||||
|
| |||||||
$ | 49,573,331 | |||||||
Insurance - 1.8% | ||||||||
American International Group, Inc., 4.875%, 2016 | $ | 3,388,000 | $ | 3,725,411 | ||||
American International Group, Inc., 3.8%, 2017 | 7,167,000 | 7,656,642 | ||||||
American International Group, Inc., 6.4%, 2020 | 8,987,000 | 10,781,686 | ||||||
Prudential Financial, Inc., 4.75%, 2015 | 1,745,000 | 1,870,511 | ||||||
Unum Group, 7.125%, 2016 | 12,200,000 | 13,948,406 | ||||||
UnumProvident Corp., 6.85%, 2015 (n) | 8,751,000 | 9,664,543 | ||||||
|
| |||||||
$ | 47,647,199 |
11
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Insurance - Health - 1.6% | ||||||||
Aetna, Inc., 1.5%, 2017 | $ | 3,281,000 | $ | 3,250,372 | ||||
CIGNA Corp., 2.75%, 2016 | 9,534,000 | 9,941,311 | ||||||
CIGNA Corp., 5.375%, 2042 | 4,300,000 | 4,596,795 | ||||||
Humana, Inc., 7.2%, 2018 | 10,075,000 | 12,080,650 | ||||||
Wellpoint Inc., 4.65%, 2043 | 3,000,000 | 2,810,520 | ||||||
Wellpoint, Inc., 1.875%, 2018 | 9,382,000 | 9,345,823 | ||||||
|
| |||||||
$ | 42,025,471 | |||||||
Insurance - Property & Casualty - 2.1% | ||||||||
Aon Corp., 6.25%, 2040 | $ | 1,832,000 | $ | 2,139,534 | ||||
AXIS Capital Holdings Ltd., 5.75%, 2014 | 10,742,000 | 11,302,883 | ||||||
AXIS Capital Holdings Ltd., 5.875%, 2020 | 1,810,000 | 2,021,732 | ||||||
Chubb Corp., 6.375% to 2017, FRN to 2067 | 1,838,000 | 2,003,420 | ||||||
CNA Financial Corp., 5.875%, 2020 | 6,010,000 | 6,973,030 | ||||||
Marsh & McLennan Cos., Inc., 2.55%, 2018 | 4,402,000 | 4,468,347 | ||||||
Marsh & McLennan Cos., Inc., 4.8%, 2021 | 8,500,000 | 9,251,553 | ||||||
Swiss Re Ltd., 4.25%, 2042 (n) | 1,842,000 | 1,637,459 | ||||||
XL Group PLC, 5.75%, 2021 | 6,890,000 | 7,971,213 | ||||||
XL Group PLC, 6.5% to 2017, FRN to 2049 | 2,655,000 | 2,604,555 | ||||||
ZFS Finance USA Trust II, 6.45% to 2016, FRN to 2065 (n) | 1,048,000 | 1,121,360 | ||||||
ZFS Finance USA Trust V, 6.5% to 2017, FRN to 2067 (n) | 4,913,000 | 5,213,921 | ||||||
|
| |||||||
$ | 56,709,007 | |||||||
International Market Quasi-Sovereign - 0.2% | ||||||||
Israel Electric Corp. Ltd., 6.875%, 2023 (n) | $ | 5,524,000 | $ | 5,918,966 | ||||
Machinery & Tools - 0.8% | ||||||||
Case New Holland, Inc., 7.875%, 2017 | $ | 13,046,000 | $ | 15,443,203 | ||||
CNH Capital LLC, 3.625%, 2018 | 5,620,000 | 5,697,275 | ||||||
|
| |||||||
$ | 21,140,478 | |||||||
Major Banks - 5.5% | ||||||||
Bank of America Corp., 2%, 2018 | $ | 25,000,000 | $ | 24,928,950 | ||||
Bank of America Corp., 5.65%, 2018 | 4,060,000 | 4,631,157 | ||||||
Bank of America Corp., 7.625%, 2019 | 1,290,000 | 1,608,198 | ||||||
Bank of America Corp., 5.625%, 2020 | 360,000 | 412,563 | ||||||
Bank of America Corp., FRN, 5.2%, 2049 | 6,497,000 | 5,896,027 | ||||||
Goldman Sachs Group, Inc., 5.625%, 2017 | 7,771,000 | 8,645,688 | ||||||
JPMorgan Chase & Co., 2%, 2017 | 13,489,000 | 13,660,607 | ||||||
JPMorgan Chase & Co., 4.25%, 2020 | 6,107,000 | 6,513,836 | ||||||
JPMorgan Chase & Co., 4.5%, 2022 | 9,500,000 | 10,121,794 | ||||||
JPMorgan Chase & Co., 3.25%, 2022 | 3,915,000 | 3,781,592 | ||||||
Merrill Lynch & Co., Inc., 6.05%, 2016 | 3,281,000 | 3,627,323 | ||||||
Morgan Stanley, 1.75%, 2016 | 4,591,000 | 4,636,047 |
12
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Major Banks - continued | ||||||||
Morgan Stanley, 5.75%, 2016 | $ | 5,924,000 | $ | 6,645,525 | ||||
Morgan Stanley, 5.5%, 2021 | 13,755,000 | 15,481,087 | ||||||
PNC Funding Corp., 5.625%, 2017 | 7,355,000 | 8,225,964 | ||||||
Regions Financial Corp., 2%, 2018 | 15,862,000 | 15,597,311 | ||||||
Wachovia Corp., 6.605%, 2025 | 7,936,000 | 9,475,901 | ||||||
Wells Fargo & Co., 5.375%, 2043 | 3,472,000 | 3,512,793 | ||||||
|
| |||||||
$ | 147,402,363 | |||||||
Medical & Health Technology & Services - 2.4% | ||||||||
Davita, Inc., 6.625%, 2020 | $ | 15,982,000 | $ | 17,040,808 | ||||
Express Scripts Holding Co., 2.65%, 2017 | 5,000,000 | 5,189,545 | ||||||
Fresenius Medical Care AG & Co. KGaA, 9%, 2015 (n) | 10,225,000 | 11,400,875 | ||||||
Fresenius Medical Care US Finance II, Inc., 6.5%, 2018 (n) | 7,266,000 | 8,156,085 | ||||||
HCA, Inc., 4.75%, 2023 | 13,591,000 | 13,098,326 | ||||||
McKesson Corp., 5.7%, 2017 | 5,010,000 | 5,666,510 | ||||||
McKesson Corp., 7.5%, 2019 | 920,000 | 1,143,446 | ||||||
McKesson Corp., 2.7%, 2022 | 2,842,000 | 2,635,668 | ||||||
Thermo Fisher Scientific, Inc., 3.15%, 2023 | 1,177,000 | 1,108,140 | ||||||
|
| |||||||
$ | 65,439,403 | |||||||
Metals & Mining - 2.9% | ||||||||
Barrick North America Finance LLC, 5.75%, 2043 | $ | 9,939,000 | $ | 8,554,915 | ||||
BHP Billiton Finance Ltd., 5.5%, 2014 | 100,000 | 102,130 | ||||||
BHP Billiton Financial (USA) Ltd., 5%, 2043 | 2,866,000 | 2,944,262 | ||||||
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 2022 | 3,016,000 | 2,842,185 | ||||||
Plains Exploration & Production Co., 6.875%, 2023 | 18,800,000 | 20,821,000 | ||||||
Rio Tinto Finance (USA) PLC, 3.5%, 2022 | 3,322,000 | 3,271,270 | ||||||
Southern Copper Corp., 6.75%, 2040 | 22,584,000 | 22,264,594 | ||||||
Southern Copper Corp., 5.25%, 2042 | 1,909,000 | 1,578,672 | ||||||
Vale Overseas Ltd., 5.625%, 2019 | 14,499,000 | 15,900,067 | ||||||
|
| |||||||
$ | 78,279,095 | |||||||
Natural Gas - Distribution - 1.0% | ||||||||
AmeriGas Finance LLC, 7%, 2022 | $ | 16,552,000 | $ | 17,876,160 | ||||
ONEOK, Inc., 4.25%, 2022 | 10,000,000 | 9,437,640 | ||||||
|
| |||||||
$ | 27,313,800 | |||||||
Natural Gas - Pipeline - 5.0% | ||||||||
El Paso Pipeline Partners LP, 6.5%, 2020 | $ | 9,145,000 | $ | 10,625,155 | ||||
El Paso Pipeline Partners LP, 5%, 2021 | 9,019,000 | 9,612,901 | ||||||
El Paso Pipeline Partners LP, 4.7%, 2042 | 7,000,000 | 6,178,053 | ||||||
Energy Transfer Partners LP, 8.5%, 2014 | 5,773,000 | 5,961,090 | ||||||
Energy Transfer Partners LP, 9.7%, 2019 | 1,560,000 | 2,047,605 | ||||||
Energy Transfer Partners LP, 5.2%, 2022 | 2,477,000 | 2,665,651 |
13
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Natural Gas - Pipeline - continued | ||||||||
Energy Transfer Partners LP, 6.5%, 2042 | $ | 2,418,000 | $ | 2,647,579 | ||||
Energy Transfer Partners LP, 5.15%, 2043 | 8,888,000 | 8,331,736 | ||||||
Enterprise Products Operating LP, 5.2%, 2020 | 2,000,000 | 2,250,722 | ||||||
Enterprise Products Partners LP, 6.3%, 2017 | 3,590,000 | 4,169,325 | ||||||
Enterprise Products Partners LP, 4.45%, 2043 | 4,527,000 | 4,103,309 | ||||||
Enterprise Products Partners LP, 7.034% to 2018, FRN to 2068 | 1,472,000 | 1,626,560 | ||||||
Kinder Morgan Energy Partners LP, 5.125%, 2014 | 2,559,000 | 2,676,456 | ||||||
Kinder Morgan Energy Partners LP, 6.85%, 2020 | 4,303,000 | 5,164,301 | ||||||
Kinder Morgan Energy Partners LP, 5.3%, 2020 | 5,745,000 | 6,391,646 | ||||||
Kinder Morgan Energy Partners LP, 7.4%, 2031 | 3,627,000 | 4,342,734 | ||||||
Kinder Morgan Energy Partners LP, 6.5%, 2039 | 1,000,000 | 1,124,040 | ||||||
MarkWest Energy Partners LP, 4.5%, 2023 | 11,978,000 | 11,618,660 | ||||||
NiSource Finance Corp., 3.85%, 2023 | 10,894,000 | 10,649,419 | ||||||
NiSource Finance Corp., 4.8%, 2044 | 4,239,000 | 3,875,472 | ||||||
ONEOK Partners LP, 2%, 2017 | 7,668,000 | 7,647,626 | ||||||
Plains All American Pipeline, LP, 3.95%, 2015 | 5,710,000 | 6,036,418 | ||||||
Spectra Energy Capital LLC, 8%, 2019 | 5,750,000 | 7,009,336 | ||||||
Williams Cos., Inc., 3.7%, 2023 | 8,118,000 | 7,463,819 | ||||||
|
| |||||||
$ | 134,219,613 | |||||||
Network & Telecom - 2.2% | ||||||||
AT&T, Inc., 1.4%, 2017 | $ | 11,221,000 | $ | 11,071,177 | ||||
CenturyLink, Inc., 7.6%, 2039 | 15,605,000 | 14,512,650 | ||||||
Empresa Nacional de Telecomunicaciones S.A., 4.875%, 2024 (z) | 4,567,000 | 4,567,617 | ||||||
Verizon Communications, Inc., 3.65%, 2018 | 10,496,000 | 11,163,052 | ||||||
Verizon Communications, Inc., 4.5%, 2020 | 12,714,000 | 13,761,430 | ||||||
Verizon Communications, Inc., 6%, 2041 | 4,310,000 | 4,641,021 | ||||||
|
| |||||||
$ | 59,716,947 | |||||||
Other Banks & Diversified Financials - 4.0% | ||||||||
American Express Co., 2.65%, 2022 | $ | 1,650,000 | $ | 1,549,931 | ||||
American Express Credit Corp., 2.8%, 2016 | 2,500,000 | 2,625,902 | ||||||
American Express Credit Corp., 2.375%, 2017 | 6,255,000 | 6,495,805 | ||||||
BB&T Corp., 3.95%, 2016 | 2,500,000 | 2,681,323 | ||||||
Capital One Bank (USA) N.A., 3.375%, 2023 | 8,400,000 | 8,006,544 | ||||||
Capital One Financial Corp., 2.15%, 2015 | 14,300,000 | 14,539,740 | ||||||
Capital One Financial Corp., 1%, 2015 | 12,000,000 | 11,976,972 | ||||||
Citigroup, Inc., 1.25%, 2016 | 2,586,000 | 2,592,907 | ||||||
Citigroup, Inc., 1.75%, 2018 | 13,404,000 | 13,180,837 | ||||||
Discover Bank, 7%, 2020 | 17,724,000 | 20,923,731 | ||||||
Groupe BPCE S.A., 12.5% to 2019, FRN to 2049 (n) | 3,146,000 | 4,022,948 | ||||||
Swedbank AB, 2.125%, 2017 (n) | 12,318,000 | 12,462,934 | ||||||
U.S. Bancorp, 3%, 2022 | 2,601,000 | 2,573,721 |
14
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Other Banks & Diversified Financials - continued | ||||||||
U.S. Bancorp, 2.95%, 2022 | $ | 3,423,000 | $ | 3,252,316 | ||||
|
| |||||||
$ | 106,885,611 | |||||||
Personal Computers & Peripherals - 0.5% | ||||||||
Equifax, Inc., 3.3%, 2022 | $ | 14,996,000 | $ | 14,208,005 | ||||
Pharmaceuticals - 2.7% | ||||||||
AbbVie, Inc., 1.75%, 2017 | $ | 15,000,000 | $ | 15,045,720 | ||||
Amgen, Inc., 2.3%, 2016 | 3,000,000 | 3,098,976 | ||||||
Celgene Corp., 2.45%, 2015 | 3,438,000 | 3,537,303 | ||||||
Celgene Corp., 1.9%, 2017 | 16,532,000 | 16,675,961 | ||||||
Hospira, Inc., 6.05%, 2017 | 5,884,000 | 6,492,129 | ||||||
Hospira, Inc., 5.2%, 2020 | 3,239,000 | 3,346,279 | ||||||
Mylan, Inc., 3.125%, 2023 (n) | 3,000,000 | 2,750,970 | ||||||
Valeant Pharmaceuticals International, Inc., 7.25%, 2022 (n) | 10,827,000 | 11,774,363 | ||||||
Watson Pharmaceuticals, Inc., 1.875%, 2017 | 3,180,000 | 3,172,126 | ||||||
Watson Pharmaceuticals, Inc., 3.25%, 2022 | 4,118,000 | 3,920,142 | ||||||
Watson Pharmaceuticals, Inc., 4.625%, 2042 | 4,240,000 | 3,909,225 | ||||||
|
| |||||||
$ | 73,723,194 | |||||||
Pollution Control - 0.3% | ||||||||
Republic Services, Inc., 5.25%, 2021 | $ | 6,200,000 | $ | 6,865,161 | ||||
Printing & Publishing - 1.7% | ||||||||
Gannett Co., Inc., 5.125%, 2019 (z) | $ | 5,995,000 | $ | 6,204,825 | ||||
Moody’s Corp., 4.5%, 2022 | 22,826,000 | 22,917,099 | ||||||
Pearson Funding Five PLC, 3.25%, 2023 (n) | 1,128,000 | 1,045,263 | ||||||
Pearson Funding Four PLC, 3.75%, 2022 (n) | 6,576,000 | 6,392,115 | ||||||
Pearson PLC, 4%, 2016 (n) | 9,720,000 | 10,321,862 | ||||||
|
| |||||||
$ | 46,881,164 | |||||||
Railroad & Shipping - 1.1% | ||||||||
Canadian Pacific Railway Co., 7.25%, 2019 | $ | 11,151,000 | $ | 13,720,123 | ||||
Canadian Pacific Railway Co., 4.5%, 2022 | 6,058,000 | 6,422,534 | ||||||
CSX Corp., 7.375%, 2019 | 5,360,000 | 6,623,154 | ||||||
CSX Corp., 4.4%, 2043 | 4,000,000 | 3,663,440 | ||||||
|
| |||||||
$ | 30,429,251 | |||||||
Real Estate - 3.6% | ||||||||
Boston Properties LP, REIT, 3.7%, 2018 | $ | 5,912,000 | $ | 6,278,804 | ||||
Boston Properties LP, REIT, 3.85%, 2023 | 3,562,000 | 3,563,678 | ||||||
ERP Operating LP, REIT, 5.375%, 2016 | 2,950,000 | 3,279,438 | ||||||
ERP Operating LP, REIT, 4.625%, 2021 | 14,520,000 | 15,641,133 | ||||||
HCP, Inc., REIT, 3.75%, 2019 | 5,000,000 | 5,217,115 |
15
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Real Estate - continued | ||||||||
HCP, Inc., REIT, 5.375%, 2021 | $ | 7,869,000 | $ | 8,697,913 | ||||
Health Care REIT, Inc., 4.125%, 2019 | 7,764,000 | 8,251,051 | ||||||
Simon Property Group, Inc., REIT, 5.75%, 2015 | 2,560,000 | 2,791,734 | ||||||
Simon Property Group, Inc., REIT, 1.5%, 2018 (n) | 9,465,000 | 9,311,061 | ||||||
Simon Property Group, Inc., REIT, 10.35%, 2019 | 5,828,000 | 8,004,129 | ||||||
Simon Property Group, Inc., REIT, 4.375%, 2021 | 7,340,000 | 7,885,179 | ||||||
Ventas Realty LP, REIT, 4%, 2019 | 6,657,000 | 7,056,740 | ||||||
WEA Finance LLC, 6.75%, 2019 (n) | 9,872,000 | 11,841,770 | ||||||
|
| |||||||
$ | 97,819,745 | |||||||
Retailers - 2.9% | ||||||||
Dollar General Corp., 4.125%, 2017 | $ | 21,009,000 | $ | 22,458,327 | ||||
Dollar General Corp., 3.25%, 2023 | 5,000,000 | 4,616,750 | ||||||
Gap, Inc., 5.95%, 2021 | 23,607,000 | 26,200,300 | ||||||
Home Depot, Inc., 4.875%, 2044 | 4,000,000 | 4,133,536 | ||||||
Limited Brands, Inc., 7%, 2020 | 11,059,000 | 12,524,318 | ||||||
Limited Brands, Inc., 5.625%, 2022 | 7,521,000 | 7,746,630 | ||||||
|
| |||||||
$ | 77,679,861 | |||||||
Specialty Chemicals - 1.0% | ||||||||
Ecolab, Inc., 3%, 2016 | $ | 6,728,000 | $ | 7,082,626 | ||||
Ecolab, Inc., 4.35%, 2021 | 4,000,000 | 4,245,416 | ||||||
Mexichem S.A.B. de C.V., 6.75%, 2042 (n) | 15,433,000 | 15,162,923 | ||||||
|
| |||||||
$ | 26,490,965 | |||||||
Specialty Stores - 0.4% | ||||||||
Advance Auto Parts, Inc., 5.75%, 2020 | $ | 4,332,000 | $ | 4,635,461 | ||||
Advance Auto Parts, Inc., 4.5%, 2022 | 5,239,000 | 5,258,620 | ||||||
|
| |||||||
$ | 9,894,081 | |||||||
Telecommunications - Wireless - 1.7% | ||||||||
American Tower Corp., REIT, 4.625%, 2015 | $ | 10,110,000 | $ | 10,635,154 | ||||
American Tower Corp., REIT, 4.5%, 2018 | 5,760,000 | 6,196,568 | ||||||
American Tower Corp., REIT, 4.7%, 2022 | 7,973,000 | 8,031,091 | ||||||
American Tower Corp., REIT, 3.5%, 2023 | 3,999,000 | 3,686,934 | ||||||
CC Holdings GS V LLC, 2.381%, 2017 | 5,000,000 | 4,949,610 | ||||||
Crown Castle International Corp., 5.25%, 2023 | 4,570,000 | 4,524,300 | ||||||
Crown Castle Towers LLC, 4.883%, 2020 (n) | 1,400,000 | 1,505,843 | ||||||
Crown Castle Towers LLC, 6.113%, 2020 (n) | 1,615,000 | 1,837,796 | ||||||
MTS International Funding Ltd., 5%, 2023 (n) | 1,206,000 | 1,157,760 | ||||||
Rogers Cable, Inc., 5.5%, 2014 | 2,229,000 | 2,268,509 | ||||||
Vodafone Group PLC, 5.625%, 2017 | 1,452,000 | 1,637,651 | ||||||
|
| |||||||
$ | 46,431,216 |
16
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Tobacco - 2.7% | ||||||||
Altria Group, Inc., 4%, 2024 | $ | 3,204,000 | $ | 3,216,018 | ||||
B.A.T. International Finance PLC, 2.125%, 2017 (n) | 8,948,000 | 9,132,884 | ||||||
B.A.T. International Finance PLC, 9.5%, 2018 (n) | 6,976,000 | 9,375,018 | ||||||
Lorillard Tobacco Co., 2.3%, 2017 | 9,055,000 | 9,146,718 | ||||||
Lorillard Tobacco Co., 8.125%, 2019 | 17,790,000 | 21,951,312 | ||||||
Lorillard Tobacco Co., 6.875%, 2020 | 5,000,000 | 5,832,020 | ||||||
Reynolds American, Inc., 6.75%, 2017 | 7,310,000 | 8,477,363 | ||||||
Reynolds American, Inc., 4.75%, 2042 | 5,190,000 | 4,687,162 | ||||||
|
| |||||||
$ | 71,818,495 | |||||||
Transportation - Services - 0.2% | ||||||||
ERAC USA Finance Co., 6.375%, 2017 (n) | $ | 1,400,000 | $ | 1,631,706 | ||||
ERAC USA Finance Co., 5.625%, 2042 (n) | 2,420,000 | 2,492,605 | ||||||
|
| |||||||
$ | 4,124,311 | |||||||
Utilities - Electric Power - 2.4% | ||||||||
American Electric Power Co., Inc., 1.65%, 2017 | $ | 9,244,000 | $ | 9,130,927 | ||||
Calpine Corp., 7.875%, 2020 (n) | 14,009,000 | 15,304,832 | ||||||
CenterPoint Energy, Inc., 5.95%, 2017 | 4,600,000 | 5,216,377 | ||||||
CMS Energy Corp., 6.25%, 2020 | 6,891,000 | 8,022,743 | ||||||
CMS Energy Corp., 5.05%, 2022 | 5,159,000 | 5,611,867 | ||||||
Duke Energy Corp., 1.625%, 2017 | 4,267,000 | 4,272,270 | ||||||
Enersis S.A., 7.375%, 2014 | 4,189,000 | 4,235,791 | ||||||
PPL Corp., 4.2%, 2022 | 2,500,000 | 2,510,085 | ||||||
PPL WEM Holdings PLC, 5.375%, 2021 (n) | 5,693,000 | 6,217,063 | ||||||
PSEG Power LLC, 5.32%, 2016 | 1,727,000 | 1,909,193 | ||||||
System Energy Resources, Inc., 5.129%, 2014 (z) | 608,462 | 611,325 | ||||||
Waterford 3 Funding Corp., 8.09%, 2017 | 3,142,776 | 3,141,896 | ||||||
|
| |||||||
$ | 66,184,369 | |||||||
Total Bonds (Identified Cost, $2,452,402,552) | $ | 2,510,831,479 | ||||||
Money Market Funds - 6.0% | ||||||||
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v) | 161,476,163 | $ | 161,476,163 | |||||
Total Investments (Identified Cost, $2,613,878,715) | $ | 2,672,307,642 | ||||||
Other Assets, Less Liabilities - 1.1% | 29,393,465 | |||||||
Net Assets - 100.0% | $ | 2,701,701,107 |
(d) | In default. Interest and/or scheduled principal payment(s) have been missed. |
(i) | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
17
Table of Contents
Portfolio of Investments (unaudited) – continued
(n) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $479,838,676 representing 17.8% of net assets. |
(q) | Interest received was less than stated coupon rate. |
(v) | Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(z) | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
Restricted Securities | Acquisition Date | Cost | Value | |||||||
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 | 3/01/06 | $1,817,503 | $873,998 | |||||||
BlackRock Capital Finance LP, 7.75%, 2026 | 10/10/96-1/03/97 | 311,419 | 36,456 | |||||||
Empresa Nacional de Telecomunicaciones S.A., 4.875%, 2024 | 10/24/13 | 4,534,586 | 4,567,617 | |||||||
Falcon Franchise Loan LLC, FRN, 12.161%, 2025 | 1/29/03 | 94,678 | 185,622 | |||||||
G-Force LLC, CDO, “A2”, 4.83%, 2036 | 1/20/11 | 364,108 | 374,333 | |||||||
Gannett Co., Inc., 5.125%, 2019 | 9/26/13 | 5,919,361 | 6,204,825 | |||||||
General Motors Financial Co., 2.75%, 2016 | 5/07/13 | 1,740,000 | 1,753,050 | |||||||
JBS Investments GmbH, 7.75%, 2020 | 10/23/13 | 984,000 | 1,014,750 | |||||||
Seagate HDD Cayman, 3.75%, 2018 | 10/31/13 | 4,052,000 | 4,052,000 | |||||||
Spirit Master Funding LLC, 5.05%, 2023 | 10/04/05 | 1,707,890 | 1,751,024 | |||||||
System Energy Resources, Inc., 5.129%, 2014 | 4/16/04 | 608,462 | 611,325 | |||||||
Total Restricted Securities | $21,425,000 | |||||||||
% of Net assets | 0.8% |
The following abbreviations are used in this report and are defined:
CDO | Collateralized Debt Obligation |
CLO | Collateralized Loan Obligation |
FRN | Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end. |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
See Notes to Financial Statements
18
Table of Contents
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 10/31/13 (unaudited)
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets | ||||
Investments- | ||||
Non-affiliated issuers, at value (identified cost, $2,452,402,552) | $2,510,831,479 | |||
Underlying affiliated funds, at cost and value | 161,476,163 | |||
Total investments, at value (identified cost, $2,613,878,715) | $2,672,307,642 | |||
Receivables for | ||||
Investments sold | 10,077,444 | |||
Fund shares sold | 7,412,794 | |||
Interest and dividends | 30,002,312 | |||
Total assets | $2,719,800,192 | |||
Liabilities | ||||
Payables for | ||||
Distributions | $863,289 | |||
Investments purchased | 8,347,586 | |||
Fund shares reacquired | 7,178,964 | |||
Payable to affiliates | ||||
Investment adviser | 52,507 | |||
Shareholder servicing costs | 1,223,003 | |||
Distribution and service fees | 47,334 | |||
Payable for independent Trustees’ compensation | 47,492 | |||
Accrued expenses and other liabilities | 338,910 | |||
Total liabilities | $18,099,085 | |||
Net assets | $2,701,701,107 | |||
Net assets consist of | ||||
Paid-in capital | $2,657,957,224 | |||
Unrealized appreciation (depreciation) on investments | 58,428,927 | |||
Accumulated net realized gain (loss) on investments | (6,957,306 | ) | ||
Accumulated distributions in excess of net investment income | (7,727,738 | ) | ||
Net assets | $2,701,701,107 | |||
Shares of beneficial interest outstanding | 194,951,443 |
19
Table of Contents
Statement of Assets and Liabilities (unaudited) – continued
Net assets | Shares outstanding | Net asset value per share (a) | ||||||||||
Class A | $1,522,380,643 | 109,792,324 | $13.87 | |||||||||
Class B | 94,216,040 | 6,810,866 | 13.83 | |||||||||
Class C | 312,710,609 | 22,631,740 | 13.82 | |||||||||
Class I | 472,326,434 | 34,073,981 | 13.86 | |||||||||
Class R1 | 21,754,496 | 1,573,221 | 13.83 | |||||||||
Class R2 | 78,014,852 | 5,626,559 | 13.87 | |||||||||
Class R3 | 63,856,787 | 4,605,206 | 13.87 | |||||||||
Class R4 | 133,275,000 | 9,609,098 | 13.87 | |||||||||
Class R5 | 3,166,246 | 228,448 | 13.86 |
(a) | Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $14.56 [100 / 95.25 x $13.87]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R5. |
See Notes to Financial Statements
20
Table of Contents
Financial Statements
Six months ended 10/31/13 (unaudited)
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income | ||||
Income | ||||
Interest | $57,906,282 | |||
Dividends from underlying affiliated funds | 53,453 | |||
Foreign taxes withheld | (25 | ) | ||
Total investment income | $57,959,710 | |||
Expenses | ||||
Management fee | $5,613,077 | |||
Distribution and service fees | 4,650,649 | |||
Shareholder servicing costs | 1,906,882 | |||
Administrative services fee | 183,626 | |||
Independent Trustees’ compensation | 26,920 | |||
Custodian fee | 124,420 | |||
Shareholder communications | 294,157 | |||
Audit and tax fees | 34,823 | |||
Legal fees | 16,076 | |||
Miscellaneous | 175,430 | |||
Total expenses | $13,026,060 | |||
Fees paid indirectly | (93 | ) | ||
Reduction of expenses by investment adviser and distributor | (58,597 | ) | ||
Net expenses | $12,967,370 | |||
Net investment income | $44,992,340 | |||
Realized and unrealized gain (loss) on investments | ||||
Realized gain (loss) on investments (identified cost basis) | $955,366 | |||
Change in unrealized appreciation (depreciation) on investments | $(119,360,376 | ) | ||
Net realized and unrealized gain (loss) on investments | $(118,405,010 | ) | ||
Change in net assets from operations | $(73,412,670 | ) |
See Notes to Financial Statements
21
Table of Contents
Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||
Change in net assets | (unaudited) | |||||||
From operations | ||||||||
Net investment income | $44,992,340 | $91,764,933 | ||||||
Net realized gain (loss) on investments | 955,366 | 38,515,984 | ||||||
Net unrealized gain (loss) on investments | (119,360,376 | ) | 81,168,561 | |||||
Change in net assets from operations | $(73,412,670 | ) | $211,449,478 | |||||
Distributions declared to shareholders | ||||||||
From net investment income | $(47,074,982 | ) | $(108,799,618 | ) | ||||
Change in net assets from fund share transactions | $(432,260,565 | ) | $800,568,084 | |||||
Total change in net assets | $(552,748,217 | ) | $903,217,944 | |||||
Net assets | ||||||||
At beginning of period | 3,254,449,324 | 2,351,231,380 | ||||||
At end of period (including accumulated distributions in excess of net investment income of $7,727,738 and $5,645,096, respectively) | $2,701,701,107 | $3,254,449,324 |
See Notes to Financial Statements
22
Table of Contents
Financial Statements
The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class A | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.38 | $13.86 | $13.64 | $13.17 | $10.95 | $12.18 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.22 | $0.46 | $0.59 | $0.68 | $0.71 | $0.64 | ||||||||||||||||||
Net realized and unrealized gain | (0.50 | ) | 0.61 | 0.32 | 0.53 | 2.23 | (1.22 | ) | ||||||||||||||||
Total from investment operations | $(0.28 | ) | $1.07 | $0.91 | $1.21 | $2.94 | $(0.58 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.23 | ) | $(0.55 | ) | $(0.69 | ) | $(0.74 | ) | $(0.72 | ) | $(0.65 | ) | ||||||||||||
Net asset value, end of period (x) | $13.87 | $14.38 | $13.86 | $13.64 | $13.17 | $10.95 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (1.93 | )(n) | 7.82 | 6.92 | 9.46 | 27.35 | (4.61 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.82 | (a) | 0.83 | 0.84 | 0.85 | 0.87 | 0.96 | |||||||||||||||||
Expenses after expense | 0.82 | (a) | 0.83 | 0.84 | 0.85 | 0.87 | 0.89 | |||||||||||||||||
Net investment income | 3.15 | (a) | 3.24 | 4.38 | 5.09 | 5.72 | 5.76 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $1,522,381 | $1,766,159 | $1,350,525 | $884,807 | $781,496 | $618,093 |
See Notes to Financial Statements
23
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class B | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.35 | $13.82 | $13.60 | $13.14 | $10.91 | $12.14 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.17 | $0.35 | $0.49 | $0.58 | $0.62 | $0.56 | ||||||||||||||||||
Net realized and unrealized gain | (0.51 | ) | 0.62 | 0.32 | 0.52 | 2.23 | (1.22 | ) | ||||||||||||||||
Total from investment operations | $(0.34 | ) | $0.97 | $0.81 | $1.10 | $2.85 | $(0.66 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.18 | ) | $(0.44 | ) | $(0.59 | ) | $(0.64 | ) | $(0.62 | ) | $(0.57 | ) | ||||||||||||
Net asset value, end of period (x) | $13.83 | $14.35 | $13.82 | $13.60 | $13.14 | $10.91 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (2.38 | )(n) | 7.11 | 6.13 | 8.58 | 26.60 | (5.32 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.57 | (a) | 1.58 | 1.60 | 1.60 | 1.62 | 1.67 | |||||||||||||||||
Expenses after expense | 1.57 | (a) | 1.58 | 1.60 | 1.60 | 1.62 | 1.59 | |||||||||||||||||
Net investment income | 2.40 | (a) | 2.51 | 3.64 | 4.35 | 5.00 | 5.06 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $94,216 | $112,822 | $89,789 | $63,614 | $62,341 | $67,149 |
See Notes to Financial Statements
24
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class C | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.33 | $13.81 | $13.58 | $13.12 | $10.90 | $12.13 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.17 | $0.35 | $0.49 | $0.58 | $0.62 | $0.56 | ||||||||||||||||||
Net realized and unrealized gain | (0.50 | ) | 0.61 | 0.33 | 0.52 | 2.22 | (1.22 | ) | ||||||||||||||||
Total from investment operations | $(0.33 | ) | $0.96 | $0.82 | $1.10 | $2.84 | $(0.66 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.18 | ) | $(0.44 | ) | $(0.59 | ) | $(0.64 | ) | $(0.62 | ) | $(0.57 | ) | ||||||||||||
Net asset value, end of period (x) | $13.82 | $14.33 | $13.81 | $13.58 | $13.12 | $10.90 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (2.32 | )(n) | 7.04 | 6.21 | 8.59 | 26.52 | (5.33 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.57 | (a) | 1.58 | 1.60 | 1.60 | 1.62 | 1.67 | |||||||||||||||||
Expenses after expense | 1.57 | (a) | 1.58 | 1.60 | 1.60 | 1.62 | 1.59 | |||||||||||||||||
Net investment income | 2.41 | (a) | 2.49 | 3.62 | 4.35 | 4.97 | 5.09 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $312,711 | $412,671 | $280,260 | $152,326 | $117,744 | $74,651 |
See Notes to Financial Statements
25
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class I | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.38 | $13.86 | $13.64 | $13.18 | $10.95 | $12.18 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.24 | $0.49 | $0.62 | $0.71 | $0.74 | $0.67 | ||||||||||||||||||
Net realized and unrealized gain | (0.51 | ) | 0.61 | 0.33 | 0.53 | 2.24 | (1.21 | ) | ||||||||||||||||
Total from investment operations | $(0.27 | ) | $1.10 | $0.95 | $1.24 | $2.98 | $(0.54 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.25 | ) | $(0.58 | ) | $(0.73 | ) | $(0.78 | ) | $(0.75 | ) | $(0.69 | ) | ||||||||||||
Net asset value, end of period (x) | $13.86 | $14.38 | $13.86 | $13.64 | $13.18 | $10.95 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.88 | )(n) | 8.09 | 7.18 | 9.65 | 27.76 | (4.32 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.57 | (a) | 0.58 | 0.60 | 0.60 | 0.62 | 0.67 | |||||||||||||||||
Expenses after expense | 0.57 | (a) | 0.58 | 0.60 | 0.60 | 0.62 | 0.59 | |||||||||||||||||
Net investment income | 3.39 | (a) | 3.44 | 4.58 | 5.31 | 5.98 | 6.06 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $472,326 | $666,992 | $361,290 | $114,736 | $43,990 | $53,906 |
See Notes to Financial Statements
26
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R1 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.34 | $13.82 | $13.59 | $13.13 | $10.91 | $12.14 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.16 | $0.36 | $0.50 | $0.58 | $0.62 | $0.56 | ||||||||||||||||||
Net realized and unrealized gain | (0.49 | ) | 0.60 | 0.32 | 0.52 | 2.22 | (1.22 | ) | ||||||||||||||||
Total from investment operations | $(0.33 | ) | $0.96 | $0.82 | $1.10 | $2.84 | $(0.66 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.18 | ) | $(0.44 | ) | $(0.59 | ) | $(0.64 | ) | $(0.62 | ) | $(0.57 | ) | ||||||||||||
Net asset value, end of period (x) | $13.83 | $14.34 | $13.82 | $13.59 | $13.13 | $10.91 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (2.31 | )(n) | 7.04 | 6.21 | 8.59 | 26.50 | (5.32 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.57 | (a) | 1.58 | 1.60 | 1.61 | 1.62 | 1.67 | |||||||||||||||||
Expenses after expense | 1.57 | (a) | 1.58 | 1.60 | 1.61 | 1.62 | 1.59 | |||||||||||||||||
Net investment income | 2.31 | (a) | 2.58 | 3.67 | 4.38 | 4.99 | 5.09 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $21,754 | $8,672 | $10,894 | $9,492 | $10,941 | $7,912 |
See Notes to Financial Statements
27
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R2 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.38 | $13.86 | $13.63 | $13.17 | $10.94 | $12.17 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.20 | $0.43 | $0.56 | $0.65 | $0.68 | $0.62 | ||||||||||||||||||
Net realized and unrealized gain | (0.50 | ) | 0.60 | 0.33 | 0.52 | 2.24 | (1.22 | ) | ||||||||||||||||
Total from investment operations | $(0.30 | ) | $1.03 | $0.89 | $1.17 | $2.92 | $(0.60 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.21 | ) | $(0.51 | ) | $(0.66 | ) | $(0.71 | ) | $(0.69 | ) | $(0.63 | ) | ||||||||||||
Net asset value, end of period (x) | $13.87 | $14.38 | $13.86 | $13.63 | $13.17 | $10.94 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (2.06 | )(n) | 7.56 | 6.73 | 9.11 | 27.16 | (4.82 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.07 | (a) | 1.08 | 1.10 | 1.10 | 1.12 | 1.17 | |||||||||||||||||
Expenses after expense | 1.07 | (a) | 1.08 | 1.10 | 1.10 | 1.12 | 1.10 | |||||||||||||||||
Net investment income | 2.89 | (a) | 3.03 | 4.15 | 4.85 | 5.47 | 5.53 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $78,015 | $73,594 | $112,858 | $66,050 | $65,141 | $55,413 |
See Notes to Financial Statements
28
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R3 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.38 | $13.86 | $13.63 | $13.17 | $10.94 | $12.18 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.22 | $0.46 | $0.60 | $0.68 | $0.71 | $0.65 | ||||||||||||||||||
Net realized and unrealized gain | (0.50 | ) | 0.61 | 0.32 | 0.52 | 2.24 | (1.23 | ) | ||||||||||||||||
Total from investment operations | $(0.28 | ) | $1.07 | $0.92 | $1.20 | $2.95 | $(0.58 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.23 | ) | $(0.55 | ) | $(0.69 | ) | $(0.74 | ) | $(0.72 | ) | $(0.66 | ) | ||||||||||||
Net asset value, end of period (x) | $13.87 | $14.38 | $13.86 | $13.63 | $13.17 | $10.94 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.93 | )(n) | 7.82 | 6.99 | 9.38 | 27.47 | (4.65 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.82 | (a) | 0.83 | 0.85 | 0.85 | 0.87 | 0.92 | |||||||||||||||||
Expenses after expense | 0.82 | (a) | 0.83 | 0.84 | 0.85 | 0.87 | 0.84 | |||||||||||||||||
Net investment income | 3.15 | (a) | 3.26 | 4.40 | 5.11 | 5.73 | 5.80 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $63,857 | $68,674 | $63,099 | $50,351 | $49,555 | $46,014 |
See Notes to Financial Statements
29
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R4 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $14.38 | $13.87 | $13.64 | $13.18 | $10.95 | $12.19 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.24 | $0.49 | $0.63 | $0.72 | $0.74 | $0.67 | ||||||||||||||||||
Net realized and unrealized gain | (0.50 | ) | 0.60 | 0.33 | 0.52 | 2.24 | (1.22 | ) | ||||||||||||||||
Total from investment operations | $(0.26 | ) | $1.09 | $0.96 | $1.24 | $2.98 | $(0.55 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.25 | ) | $(0.58 | ) | $(0.73 | ) | $(0.78 | ) | $(0.75 | ) | $(0.69 | ) | ||||||||||||
Net asset value, end of period (x) | $13.87 | $14.38 | $13.87 | $13.64 | $13.18 | $10.95 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.81 | )(n) | 8.01 | 7.26 | 9.65 | 27.76 | (4.40 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.57 | (a) | 0.58 | 0.59 | 0.60 | 0.62 | 0.68 | |||||||||||||||||
Expenses after expense | 0.57 | (a) | 0.58 | 0.59 | 0.60 | 0.62 | 0.60 | |||||||||||||||||
Net investment income | 3.40 | (a) | 3.46 | 4.65 | 5.34 | 5.97 | 6.01 | |||||||||||||||||
Portfolio turnover | 12 | (n) | 47 | 47 | 58 | 91 | 44 | |||||||||||||||||
Net assets at end of period | $133,275 | $144,755 | $82,516 | $71,481 | $61,604 | $46,014 |
See Notes to Financial Statements
30
Table of Contents
Financial Highlights – continued
Class R5 | Six months 10/31/13 | Year ended 4/30/13 (i) | ||||||
(unaudited) | ||||||||
Net asset value, beginning of period | $14.38 | $13.82 | ||||||
Income (loss) from investment operations | ||||||||
Net investment income (d) | $0.25 | $0.46 | ||||||
Net realized and unrealized gain (loss) on investments and foreign currency | (0.52 | ) | 0.64 | |||||
Total from investment operations | $(0.27 | ) | $1.10 | |||||
Less distributions declared to shareholders | ||||||||
From net investment income | $(0.25 | ) | $(0.54 | ) | ||||
Net asset value, end of period (x) | $13.86 | $14.38 | ||||||
Total return (%) (r)(s)(x) | (1.83 | )(n) | 8.06 | (n) | ||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||
Expenses before expense reductions (f) | 0.46 | (a) | 0.49 | (a) | ||||
Expenses after expense reductions (f) | 0.46 | (a) | 0.49 | (a) | ||||
Net investment income | 3.56 | (a) | 3.52 | (a) | ||||
Portfolio turnover | 12 | (n) | 47 | |||||
Net assets at end of period (000 omitted) | $3,166 | $110 |
(a) | Annualized. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(i) | For the period from the class inception, June 1, 2012, through the stated period end. |
(n) | Not annualized. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(t) | Total returns do not include any applicable sales charges. |
(x) | The net asset values per share and total returns 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
31
Table of Contents
(unaudited)
(1) Business and Organization
MFS Bond Fund (the fund) is a series of MFS Series Trust IX (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.
(2) Significant Accounting Policies
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.
In this reporting period, the fund adopted the disclosure provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of financial position or subject to a Master Netting Agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions. The disclosures required by ASU 2011-11, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
In June 2013, FASB issued Accounting Standards Update 2013-08 Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”) which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company’s non-controlling ownership interest in another investment company. FASB has
32
Table of Contents
Notes to Financial Statements (unaudited) – continued
determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impacts of ASU 2013-08 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
Investment Valuations – Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
33
Table of Contents
Notes to Financial Statements (unaudited) – continued
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of October 31, 2013 in valuing the fund’s assets or liabilities:
Investments at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Non-U.S. Sovereign Debt | $— | $8,983,620 | $— | $8,983,620 | ||||||||||||
U.S. Corporate Bonds | — | 2,087,863,989 | — | 2,087,863,989 | ||||||||||||
Residential Mortgage-Backed Securities | — | 36,456 | — | 36,456 | ||||||||||||
Commercial Mortgage-Backed Securities | — | 15,166,216 | — | 15,166,216 | ||||||||||||
Asset-Backed Securities (including CDOs) | — | 5,964,893 | — | 5,964,893 | ||||||||||||
Foreign Bonds | — | 392,816,305 | — | 392,816,305 | ||||||||||||
Mutual Funds | 161,476,163 | — | — | 161,476,163 | ||||||||||||
Total Investments | $161,476,163 | $2,510,831,479 | $— | $2,672,307,642 |
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
34
Table of Contents
Notes to Financial Statements (unaudited) – continued
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. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the six months ended October 31, 2013, is shown as a reduction of total expenses in the Statement of Operations.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. 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. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to amortization and accretion of debt securities and treating a portion of the proceeds from redemptions as a distribution for tax purposes.
The tax character of distributions made during the current period will be determined at fiscal year end.
35
Table of Contents
Notes to Financial Statements (unaudited) – continued
The tax character of distributions declared to shareholders for the last fiscal year is as follows:
4/30/13 | ||||
Ordinary income (including any short-term capital gains) | $108,799,618 |
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/13 | ||||
Cost of investments | $2,632,711,358 | |||
Gross appreciation | 82,623,579 | |||
Gross depreciation | (43,027,295 | ) | ||
Net unrealized appreciation (depreciation) | $39,596,284 | |||
As of 4/30/13 | ||||
Undistributed ordinary income | 3,842,337 | |||
Undistributed long-term capital gain | 6,014,160 | |||
Other temporary differences | (8,656,643 | ) | ||
Net unrealized appreciation (depreciation) | 163,031,681 |
The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.
Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
From net investment income | ||||||||
Six months ended 10/31/13 | Year ended 4/30/13 (i) | |||||||
Class A | $26,626,027 | $61,809,378 | ||||||
Class B | 1,302,921 | 3,363,369 | ||||||
Class C | 4,587,079 | 11,230,629 | ||||||
Class I | 9,833,706 | 21,903,996 | ||||||
Class R1 | 116,903 | 308,039 | ||||||
Class R2 | 1,060,859 | 2,499,375 | ||||||
Class R3 | 1,086,000 | 2,644,011 | ||||||
Class R4 | 2,429,162 | 5,036,770 | ||||||
Class R5 | 32,325 | 4,051 | ||||||
Total | $47,074,982 | $108,799,618 |
(i) | For Class R5, the period is from inception, June 1, 2012, through the stated period end. |
36
Table of Contents
Notes to Financial Statements (unaudited) – continued
(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 the following annual rates:
First $1.1 billion of average daily net assets | 0.39 | % | ||
Average daily net assets in excess of $1.1 billion | 0.38 | % |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the six month ended October 31, 2013, this management fee reduction amounted to $12,590, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the six months ended October 31, 2013 was equivalent to an annual effective rate of 0.38% of the fund’s average daily net assets.
Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $653,611 for the six months ended October 31, 2013, as its portion of the initial sales charge on sales of Class A shares of the fund.
The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.
The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Distribution Plan Fee Table:
Distribution Fee Rate (d) | Service Fee Rate (d) | Total Distribution Plan (d) | Annual Effective Rate (e) | Distribution and Service Fee | ||||||||||||||||
Class A | — | 0.25% | 0.25% | 0.24% | $2,025,426 | |||||||||||||||
Class B | 0.75% | 0.25% | 1.00% | 1.00% | 513,915 | |||||||||||||||
Class C | 0.75% | 0.25% | 1.00% | 1.00% | 1,808,121 | |||||||||||||||
Class R1 | 0.75% | 0.25% | 1.00% | 1.00% | 46,008 | |||||||||||||||
Class R2 | 0.25% | 0.25% | 0.50% | 0.50% | 174,615 | |||||||||||||||
Class R3 | — | 0.25% | 0.25% | 0.25% | 82,564 | |||||||||||||||
Total Distribution and Service Fees | $4,650,649 |
(d) | In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. |
(e) | The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 2013 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the six months ended October 31, 2013, this rebate amounted to $41,184, $136, $192, and $607 for Class A, Class B, Class C, and Class R3, respectively, and is reflected as a reduction of total expenses in the Statement of Operations. |
37
Table of Contents
Notes to Financial Statements (unaudited) – continued
Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 2013, were as follows:
Amount | ||||
Class A | $68,792 | |||
Class B | 137,523 | |||
Class C | 75,139 |
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the six months ended October 31, 2013, the fee was $225,104, which equated to 0.0154% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the six months ended October 31, 2013, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,681,778.
Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially 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 six months ended October 31, 2013 was equivalent to an annual effective rate of 0.0126% of the fund’s average daily net assets.
Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, 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
38
Table of Contents
Notes to Financial Statements (unaudited) – continued
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 $931 and the Retirement Deferral plan resulted in a net decrease in expense of $722. Both amounts are included in independent Trustees’ compensation for the six months ended October 31, 2013. The liability for deferred retirement benefits payable to certain independent Trustees under both plans amounted to $47,478 at October 31, 2013, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.
Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the six months ended October 31, 2013, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $9,862 and are included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $3,888, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
(4) Portfolio Securities
Purchases and sales of investments, other than short-term obligations, aggregated $331,051,817 and $843,433,266, respectively.
39
Table of Contents
Notes to Financial Statements (unaudited) – continued
(5) Shares of Beneficial Interest
The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
Six months ended 10/31/13 | Year ended 4/30/13 (i) | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares sold | ||||||||||||||||
Class A | 13,398,338 | $185,654,162 | 51,565,173 | $729,587,077 | ||||||||||||
Class B | 263,647 | 3,661,658 | 2,786,462 | 39,092,197 | ||||||||||||
Class C | 1,710,431 | 23,716,526 | 13,341,388 | 187,844,986 | ||||||||||||
Class I | 6,360,824 | 88,093,041 | 33,709,066 | 477,244,469 | ||||||||||||
Class R1 | 1,075,703 | 14,803,394 | 213,324 | 3,001,252 | ||||||||||||
Class R2 | 1,385,781 | 19,152,550 | 2,164,750 | 30,632,152 | ||||||||||||
Class R3 | 667,446 | 9,169,255 | 1,770,089 | 25,048,300 | ||||||||||||
Class R4 | 1,092,905 | 15,098,034 | 7,579,598 | 106,499,050 | ||||||||||||
Class R5 | 219,746 | 3,035,012 | 7,511 | 103,860 | ||||||||||||
26,174,821 | $362,383,632 | 113,137,361 | $1,599,053,343 | |||||||||||||
Shares issued to shareholders in reinvestment of distributions | ||||||||||||||||
Class A | 1,764,754 | $24,311,103 | 3,906,110 | $55,361,501 | ||||||||||||
Class B | 86,789 | 1,192,788 | 213,972 | 3,024,529 | ||||||||||||
Class C | 249,503 | 3,425,774 | 557,364 | 7,873,429 | ||||||||||||
Class I | 495,690 | 6,827,456 | 976,810 | 13,861,152 | ||||||||||||
Class R1 | 8,480 | 116,586 | 21,830 | 307,940 | ||||||||||||
Class R2 | 72,147 | 993,764 | 165,716 | 2,346,490 | ||||||||||||
Class R3 | 78,786 | 1,085,174 | 186,591 | 2,643,360 | ||||||||||||
Class R4 | 176,310 | 2,429,117 | 354,870 | 5,036,770 | ||||||||||||
Class R5 | 2,357 | 32,325 | 285 | 4,051 | ||||||||||||
2,934,816 | $40,414,087 | 6,383,548 | $90,459,222 | |||||||||||||
Shares reacquired | ||||||||||||||||
Class A | (28,191,402 | ) | $(388,672,360 | ) | (30,097,466 | ) | $(426,940,848 | ) | ||||||||
Class B | (1,404,325 | ) | (19,292,128 | ) | (1,630,664 | ) | (23,032,523 | ) | ||||||||
Class C | (8,128,852 | ) | (111,475,141 | ) | (5,394,843 | ) | (76,227,956 | ) | ||||||||
Class I | (19,179,991 | ) | (264,453,034 | ) | (14,361,648 | ) | (203,662,129 | ) | ||||||||
Class R1 | (115,592 | ) | (1,584,469 | ) | (418,811 | ) | (5,907,123 | ) | ||||||||
Class R2 | (949,291 | ) | (13,114,300 | ) | (5,356,107 | ) | (74,793,827 | ) | ||||||||
Class R3 | (916,688 | ) | (12,641,954 | ) | (1,734,246 | ) | (24,552,717 | ) | ||||||||
Class R4 | (1,723,800 | ) | (23,807,166 | ) | (3,822,042 | ) | (53,825,230 | ) | ||||||||
Class R5 | (1,301 | ) | (17,732 | ) | (150 | ) | (2,128 | ) | ||||||||
(60,611,242 | ) | $(835,058,284 | ) | (62,815,977 | ) | $(888,944,481 | ) |
40
Table of Contents
Notes to Financial Statements (unaudited) – continued
Six months ended 10/31/13 | Year ended 4/30/13 (i) | |||||||||||||||
Shares | �� | Amount | Shares | Amount | ||||||||||||
Net change | ||||||||||||||||
Class A | (13,028,310 | ) | $(178,707,095 | ) | 25,373,817 | $358,007,730 | ||||||||||
Class B | (1,053,889 | ) | (14,437,682 | ) | 1,369,770 | 19,084,203 | ||||||||||
Class C | (6,168,918 | ) | (84,332,841 | ) | 8,503,909 | 119,490,459 | ||||||||||
Class I | (12,323,477 | ) | (169,532,537 | ) | 20,324,228 | 287,443,492 | ||||||||||
Class R1 | 968,591 | 13,335,511 | (183,657 | ) | (2,597,931 | ) | ||||||||||
Class R2 | 508,637 | 7,032,014 | (3,025,641 | ) | (41,815,185 | ) | ||||||||||
Class R3 | (170,456 | ) | (2,387,525 | ) | 222,434 | 3,138,943 | ||||||||||
Class R4 | (454,585 | ) | (6,280,015 | ) | 4,112,426 | 57,710,590 | ||||||||||
Class R5 | 220,802 | 3,049,605 | 7,646 | 105,783 | ||||||||||||
(31,501,605 | ) | $(432,260,565 | ) | 56,704,932 | $800,568,084 |
(i) | For Class R5, the period is from inception, June 1, 2012, through the stated period end. |
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2013, the fund’s commitment fee and interest expense were $7,634 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be an affiliated issuer:
Underlying Affiliated Fund | Beginning Shares/Par Amount | Acquisitions Shares/Par Amount | Dispositions Shares/Par Amount | Ending Shares/Par Amount | ||||||||||||
MFS Institutional Money Market Portfolio | 104,114,588 | 555,825,411 | (498,463,836 | ) | 161,476,163 | |||||||||||
Underlying Affiliated Fund | Realized Gain (Loss) | Capital Gain Distributions | Dividend Income | Ending Value | ||||||||||||
MFS Institutional Money Market Portfolio | $— | $— | $53,453 | $161,476,163 |
41
Table of Contents
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2013 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2012 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to
42
Table of Contents
Board Review of Investment Advisory Agreement – continued
the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Lipper expense group median.
The Trustees also considered the advisory fees charged by MFS to any comparable institutional accounts. In comparing these fees, the Trustees considered information
43
Table of Contents
Board Review of Investment Advisory Agreement – continued
provided by MFS as to the generally broader scope of services provided by MFS to the Fund in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1.1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the existing breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and
44
Table of Contents
Board Review of Investment Advisory Agreement – continued
MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2013.
A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products” section of the MFS Web site (mfs.com).
45
Table of Contents
PROXY VOTING POLICIES AND INFORMATION
A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section at the above address.
From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products” section of mfs.com.
PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
46
Table of Contents
Save paper with eDelivery.
MFS® will send you prospectuses, |
reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.
To sign up:
1. Go to mfs.com.
2. Log in via MFS® Access.
3. Select eDelivery.
If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.
WEB SITE
mfs.com
MFS TALK
1-800-637-8255
24 hours a day
ACCOUNT SERVICE AND LITERATURE
Shareholders
1-800-225-2606
Financial advisors
1-800-343-2829
Retirement plan services
1-800-637-1255
MAILING ADDRESS
MFS Service Center, Inc.
P.O. Box 55824
Boston, MA 02205-5824
OVERNIGHT MAIL
MFS Service Center, Inc.
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809
Table of Contents
SEMIANNUAL REPORT
October 31, 2013
MFS® LIMITED MATURITY FUND
MQL-SEM
Table of Contents
MFS® LIMITED MATURITY FUND
The report is prepared for the general information of shareholders.
It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE
Table of Contents
LETTER FROM THE CHAIRMAN AND CEO
Dear Shareholders:
The global economy is trending toward growth again despite risks created by the U.S. government’s gridlock. The eurozone has emerged from its 18-month-long recession.
However, unemployment in the region persists at historically high levels. The U.K. economy is on the rebound. China’s economic gauges are improving and point toward expansion. And Japan’s aggressive program of monetary easing is showing signs of success.
The U.S. Federal Reserve’s expected tapering of its bond-buying stimulus program — telegraphed in the spring and delayed in September — has weighed on global markets. Emerging markets have borne much of the brunt, with currency values dropping and nervous investors seeking safety elsewhere. The greatest
threat to global economic recovery now appears to be related to the U.S. government’s impasse. While the tensions surrounding the 16-day government shutdown and potential U.S. debt default have dissipated, another round of potential gridlock lies ahead early in 2014, with the next U.S. budget and debt ceiling deadlines.
As always, managing risk in the face of uncertainty remains a top priority for investors. At MFS®, our uniquely collaborative investment process employs integrated, global research and active risk management. Our global team of investment professionals shares ideas and evaluates opportunities across continents, investment disciplines and asset classes — all with a goal of building better insights, and ultimately better results, for our clients.
We are mindful of the many economic challenges investors face, and believe it is more important than ever to maintain a long-term view and employ time-tested principles, such as asset allocation and diversification. We remain confident that our unique approach can serve investors well as they work with their financial advisors to identify and pursue the most suitable opportunities.
Respectfully,
Robert J. Manning
Chairman and Chief Executive Officer
MFS Investment Management®
December 16, 2013
The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.
1
Table of Contents
Portfolio structure (i)
Fixed income sectors (i) | ||||
High Grade Corporates | 68.6% | |||
Asset-Backed Securities | 9.2% | |||
Non-U.S. Government Bonds | 8.5% | |||
Emerging Markets Bonds | 3.9% | |||
U.S. Treasury Securities | 2.5% | |||
Mortgage-Backed Securities | 2.3% | |||
Commercial Mortgage-Backed Securities | 1.1% | |||
Collateralized Debt Obligations | 0.8% | |||
Municipal Bonds | 0.5% | |||
U.S. Government Agencies | 0.5% |
Composition including fixed income credit quality (a)(i) | ||||
AAA | 16.6% | |||
AA | 12.9% | |||
A | 33.5% | |||
BBB | 27.4% | |||
BB | 0.3% | |||
CCC | 0.1% | |||
CC | 0.1% | |||
C | 0.2% | |||
D | 0.1% | |||
U.S. Government | 3.4% | |||
Federal Agencies | 2.8% | |||
Not Rated | 0.5% | |||
Cash & Other | 2.1% | |||
Portfolio facts (i) | ||||
Average Duration (d) | 1.6 | |||
Average Effective Maturity (m) | 2.1 yrs. | |||
Issuer country weightings (i)(x) | ||||
United States | 57.6% | |||
United Kingdom | 6.5% | |||
France | 5.1% | |||
Canada | 4.0% | |||
Australia | 3.7% | |||
Netherlands | 3.5% | |||
Sweden | 3.1% | |||
Germany | 2.6% | |||
Japan | 2.3% | |||
Other Countries | 11.6% |
2
Table of Contents
Portfolio Composition – continued
(a) | For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies. |
(d) | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | For purposes of this presentation, the components include the market value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than market value. The bond component will include any accrued interest amounts. |
(m) | In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity. |
(x) | Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. |
Where the fund holds convertible bonds, these are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of 10/31/13.
The portfolio is actively managed and current holdings may be different.
3
Table of Contents
Fund expenses borne by the shareholders during the period, May 1, 2013 through October 31, 2013
As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.
The expenses include the payment of a portion of the transfer-agent-related expenses of MFS funds that invest in the fund. For further information, please see the Notes to the Financial Statements.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
4
Table of Contents
Expense Table – continued
Share Class | Annualized Expense Ratio | Beginning Account Value 5/01/13 | Ending Account Value 10/31/13 | Expenses Paid During Period (p) 5/01/13-10/31/13 | ||||||||||||||
A | Actual | 0.73% | $1,000.00 | $998.65 | $3.68 | |||||||||||||
Hypothetical (h) | 0.73% | $1,000.00 | $1,021.53 | $3.72 | ||||||||||||||
B | Actual | 1.49% | $1,000.00 | $996.50 | $7.50 | |||||||||||||
Hypothetical (h) | 1.49% | $1,000.00 | $1,017.69 | $7.58 | ||||||||||||||
C | Actual | 1.59% | $1,000.00 | $996.03 | $8.00 | |||||||||||||
Hypothetical (h) | 1.59% | $1,000.00 | $1,017.19 | $8.08 | ||||||||||||||
I | Actual | 0.58% | $1,000.00 | $999.35 | $2.92 | |||||||||||||
Hypothetical (h) | 0.58% | $1,000.00 | $1,022.28 | $2.96 | ||||||||||||||
R1 | Actual | 1.59% | $1,000.00 | $994.38 | $7.99 | |||||||||||||
Hypothetical (h) | 1.59% | $1,000.00 | $1,017.19 | $8.08 | ||||||||||||||
R2 | Actual | 0.99% | $1,000.00 | $997.40 | $4.98 | |||||||||||||
Hypothetical (h) | 0.99% | $1,000.00 | $1,020.21 | $5.04 | ||||||||||||||
R3 | Actual | 0.84% | $1,000.00 | $999.78 | $4.23 | |||||||||||||
Hypothetical (h) | 0.84% | $1,000.00 | $1,020.97 | $4.28 | ||||||||||||||
R4 | Actual | 0.59% | $1,000.00 | $999.40 | $2.97 | |||||||||||||
Hypothetical (h) | 0.59% | $1,000.00 | $1,022.23 | $3.01 | ||||||||||||||
R5 | Actual | 0.51% | $1,000.00 | $1,001.41 | $2.57 | |||||||||||||
Hypothetical (h) | 0.51% | $1,000.00 | $1,022.63 | $2.60 | ||||||||||||||
529A | Actual | 0.78% | $1,000.00 | $998.40 | $3.93 | |||||||||||||
Hypothetical (h) | 0.78% | $1,000.00 | $1,021.27 | $3.97 | ||||||||||||||
529B | Actual | 1.55% | $1,000.00 | $996.19 | $7.80 | |||||||||||||
Hypothetical (h) | 1.55% | $1,000.00 | $1,017.39 | $7.88 | ||||||||||||||
529C | Actual | 1.63% | $1,000.00 | $994.16 | $8.19 | |||||||||||||
Hypothetical (h) | 1.63% | $1,000.00 | $1,016.99 | $8.29 |
(h) | 5% class return per year before expenses. |
(p) | Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. |
Notes to Expense Table
Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529C shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.
5
Table of Contents
10/31/13 (unaudited)
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Bonds - 96.8% | ||||||||
Issuer | Shares/Par | Value ($) | ||||||
Asset-Backed & Securitized - 11.1% | ||||||||
AmeriCredit Automobile Receivables Trust, “A2”, 0.74%, 2016 | $ | 4,680,000 | $ | 4,685,087 | ||||
Anthracite Ltd., “A”, CDO, FRN, 0.53%, 2019 (n) | 55,693 | 55,455 | ||||||
ARI Fleet Lease Trust, “A”, FRN, 0.717%, 2020 (n) | 1,856,313 | 1,860,185 | ||||||
ARI Fleet Lease Trust, “A”, FRN, 0.467%, 2021 (n) | 4,354,645 | 4,349,154 | ||||||
Babson Ltd., CLO, “A1”, FRN, 0.492%, 2019 (n) | 1,111,987 | 1,103,568 | ||||||
Bayview Commercial Asset Trust, FRN, 0.48%, 2035 (z) | 953,486 | 803,429 | ||||||
Bayview Commercial Asset Trust, FRN, 0.44%, 2036 (z) | 818,346 | 699,777 | ||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 (i)(z) | 4,136,288 | 38,236 | ||||||
Bayview Financial Acquisition Trust, FRN, 5.638%, 2036 | 2,086,133 | 2,023,954 | ||||||
Bayview Financial Acquisition Trust, FRN, 5.483%, 2041 | 754,477 | 765,774 | ||||||
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 (z) | 870,290 | 418,504 | ||||||
Capital Trust Realty Ltd., CDO, 5.16%, 2035 (n) | 442,474 | 453,717 | ||||||
Cent CDO XI Ltd., “A1”, FRN, 0.498%, 2019 (n) | 3,558,746 | 3,508,686 | ||||||
Chesapeake Funding LLC, “A”, FRN, 0.918%, 2023 (n) | 4,936,266 | 4,948,557 | ||||||
Chesapeake Funding LLC, “A”, FRN, 0.618%, 2025 (n) | 5,140,000 | 5,126,322 | ||||||
Chrysler Capital Auto Receivables Trust, 2013-AA, “A2”, 0.61%, 2016 | 6,310,000 | 6,309,998 | ||||||
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 2049 | 1,520,000 | 1,684,187 | ||||||
CNH Equipment Trust, “A2”, 0.45%, 2016 | 2,294,518 | 2,294,473 | ||||||
CNH Equipment Trust, “A2”, 0.63%, 2017 | 4,220,000 | 4,223,697 | ||||||
CNH Wholesale Master Note Trust, “A”, FRN, 0.767%, 2019 (n) | 8,000,000 | 8,000,000 | ||||||
Commercial Mortgage Asset Trust, FRN, 0.487%, 2032 (i)(z) | 4,584,635 | 24,477 | ||||||
Credit Acceptance Auto Loan Trust, “A”, 2.2%, 2019 (n) | 1,215,000 | 1,225,618 | ||||||
Credit Suisse Commercial Mortgage Trust, “A4”, FRN, 5.761%, 2039 | 2,708,691 | 3,010,247 | ||||||
Credit-Based Asset Servicing & Securitization LLC, 4.502%, 2035 | 736,033 | 691,843 | ||||||
Credit-Based Asset Servicing & Securitization LLC, FRN, 4.473%, 2037 (d)(q) | 2,592,738 | 1,300,235 | ||||||
Credit-Based Asset Servicing & Securitization LLC, FRN, 4.401%, 2037 (d)(q) | 3,712,572 | 1,958,523 | ||||||
CWCapital Cobalt Ltd., “A4”, FRN, 5.773%, 2046 | 3,034,024 | 3,393,095 | ||||||
Ford Credit Auto Lease Trust, 2013-B, “A2A”, 0.59%, 2016 | 2,100,000 | 2,099,901 | ||||||
Ford Credit Floorplan Master Owner Trust, “A”, FRN, 0.517%, 2016 | 5,090,000 | 5,092,341 | ||||||
GE Equipment Small Ticket LLC, “A2”, 0.73%, 2016 (n) | 1,840,000 | 1,842,030 | ||||||
GE Equipment Transportation LLC, 2013-2, “A2”, 0.61%, 2016 | 7,373,000 | 7,372,313 | ||||||
Gramercy Real Estate Ltd., CDO, FRN, 0.558%, 2035 (z) | 389,593 | 375,957 |
6
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Asset-Backed & Securitized - continued | ||||||||
Hertz Vehicle Financing LLC, 2010-1A, “A1”, 2.6%, 2015 (n) | $ | 1,340,000 | $ | 1,345,158 | ||||
HLSS Servicer Advance Receivables Trust, 2013-T1, “A1”, 0.898%, 2044 (n) | 7,160,000 | 7,152,124 | ||||||
Honda Auto Receivables Owner Trust, “A2”, 0.54%, 2016 | 6,360,000 | 6,369,845 | ||||||
Hyundai Auto Lease Securitization Trust, “A2” , 0.51%, 2015 (n) | 4,115,037 | 4,115,593 | ||||||
Hyundai Auto Lease Securitization Trust, “A2”, 0.75%, 2016 (n) | 8,400,000 | 8,408,238 | ||||||
Hyundai Auto Receivables Trust, “A3”, 1.16%, 2015 | 242,882 | 243,029 | ||||||
IMPAC CMB Trust, FRN, 0.91%, 2034 | 304,705 | 286,786 | ||||||
IMPAC CMB Trust, FRN, 1.09%, 2034 | 320,743 | 275,909 | ||||||
IMPAC Secured Assets Corp., FRN, 0.52%, 2036 | 863,551 | 849,210 | ||||||
Interstar Millennium Trust, FRN, 0.654%, 2036 | 296,391 | 288,745 | ||||||
John Deere Owner Trust, “A2”, 0.55%, 2016 | 2,190,000 | 2,191,213 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., 5.42%, 2049 | 3,874,000 | 4,295,232 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.463%, 2037 | 858,982 | 868,987 | ||||||
Kingsland III Ltd., “A1”, CDO, FRN, 0.477%, 2021 (n) | 3,020,383 | 2,988,938 | ||||||
LB Commercial Conduit Mortgage Trust, FRN, 1.412%, 2035 (i) | 2,724,412 | 124,299 | ||||||
Mercedes Benz Master Owner Trust, FRN, 0.437%, 2016 (n) | 7,280,000 | 7,279,226 | ||||||
Merrill Lynch Mortgage Investors, Inc., 5.396%, 2037 (d)(q) | 2,011,427 | 477,804 | ||||||
Morgan Stanley Capital I, Inc., FRN, 1.466%, 2031 (i)(z) | 341,419 | 3 | ||||||
Nissan Auto Lease Trust, 2013-B, “A2B”, 0.438%, 2016 | 4,200,000 | 4,200,101 | ||||||
Nissan Master Owner Trust Receivables 2013,“A”, FRN, 0.474%, 2018 | 7,030,000 | 7,021,866 | ||||||
Option One Mortgage Loan Trust, FRN, 5.611%, 2037 | 1,990,000 | 1,582,842 | ||||||
Ownit Mortgage Loan Asset-Backed Certificates, FRN, 3.582%, 2036 (d)(q) | 2,057,501 | 920,495 | ||||||
Porsche Innovative Lease Owner Trust, 0.44%, 2015 (n) | 1,018,248 | 1,018,092 | ||||||
Porsche Innovative Lease Owner Trust, 2013-1, “A2”, 0.54%, 2016 (z) | 5,000,000 | 4,999,811 | ||||||
Race Point CLO Ltd., “A1A”, FRN, 0.441%, 2021 (n) | 4,180,000 | 4,123,670 | ||||||
Santander Drive Auto Receivable Trust, “A2”, 0.91%, 2015 | 315,601 | 315,642 | ||||||
Santander Drive Auto Receivable Trust, “A2”, 0.57%, 2015 | 2,497,584 | 2,497,591 | ||||||
Santander Drive Auto Receivable Trust, “A2”, 0.47%, 2016 | 1,361,017 | 1,360,372 | ||||||
Smart Trust, “A2B”, FRN, 0.724%, 2014 (n) | 326,341 | 326,348 | ||||||
Smart Trust, “A2B”, FRN, 0.504%, 2015 (n) | 3,735,730 | 3,736,211 | ||||||
Smart Trust, “A2B”, FRN, 0.424%, 2015 | 2,140,000 | 2,136,380 | ||||||
Thornburg Mortgage Securities Trust, FRN, 0.85%, 2043 | 1,038,631 | 1,018,865 | ||||||
Volvo Financial Equipment LLC, “A2”, 0.53%, 2015 (n) | 1,610,000 | 1,609,551 | ||||||
Wachovia Bank Commercial Mortgage Trust, “A3”, FRN, 5.925%, 2051 | 987,774 | 1,004,162 | ||||||
|
| |||||||
$ | 167,171,678 |
7
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Automotive - 4.0% | ||||||||
American Honda Finance Corp., 1.6%, 2018 (n) | $ | 2,146,000 | $ | 2,124,789 | ||||
American Honda Finance Corp., 1.85%, 2014 (n) | 1,700,000 | 1,721,780 | ||||||
American Honda Finance Corp., 1%, 2015 (n) | 3,060,000 | 3,076,236 | ||||||
American Honda Finance Corp., FRN, 0.637%, 2016 (n) | 3,570,000 | 3,574,145 | ||||||
American Honda Finance Corp., FRN, 0.744%, 2016 | 3,010,000 | 3,021,318 | ||||||
Daimler Finance North America LLC, 2.4%, 2017 (n) | 2,680,000 | 2,729,848 | ||||||
Daimler Finance North America LLC, FRN, 0.858%, 2014 (n) | 3,960,000 | 3,967,005 | ||||||
Daimler Finance North America LLC, FRN, 0.945%, 2016 (n) | 5,040,000 | 5,050,907 | ||||||
Ford Motor Credit Co. LLC, 4.207%, 2016 | 3,170,000 | 3,383,376 | ||||||
Harley-Davidson Financial Services, 3.875%, 2016 (n) | 4,620,000 | 4,904,994 | ||||||
Hyundai Capital America, 1.625%, 2015 (n) | 4,490,000 | 4,519,333 | ||||||
Nissan Motor Acceptance Corp., FRN, 0.95%, 2016 (n) | 5,500,000 | 5,508,487 | ||||||
RCI Banque S.A., FRN, 2.116%, 2014 (n) | 4,820,000 | 4,829,168 | ||||||
Toyota Motor Credit Corp., 1.25%, 2014 | 2,660,000 | 2,685,855 | ||||||
Toyota Motor Credit Corp., 3.2%, 2015 | 1,270,000 | 1,325,409 | ||||||
Volkswagen International Finance N.V., FRN, 1%, 2014 (n) | 4,520,000 | 4,531,164 | ||||||
Volkswagen International Finance N.V., FRN, 0.864%, 2014 (n) | 3,740,000 | 3,755,981 | ||||||
|
| |||||||
$ | 60,709,795 | |||||||
Banks & Diversified Financials (Covered Bonds) - 1.4% | ||||||||
Australia & New Zealand Banking Group, FRN, 0.853%, 2015 (n) | $ | 1,940,000 | $ | 1,953,821 | ||||
BNP Paribas Home Loan, 2.2%, 2015 (n) | 4,260,000 | 4,376,724 | ||||||
Commonwealth Bank of Australia, 0.75%, 2016 (n) | 2,540,000 | 2,539,238 | ||||||
Credit Mutuel-CIC Home Loan, 1.5%, 2017 (n) | 3,800,000 | 3,775,300 | ||||||
Norddeutsche Landesbank, 0.875%, 2015 (n) | 2,400,000 | 2,409,120 | ||||||
Royal Bank of Canada, 1.125%, 2016 | 3,700,000 | 3,723,036 | ||||||
SpareBank 1 Boligkreditt A.S., 2.625%, 2016 (n) | 2,260,000 | 2,357,180 | ||||||
|
| |||||||
$ | 21,134,419 | |||||||
Broadcasting - 0.6% | ||||||||
Vivendi S.A., 2.4%, 2015 (n) | $ | 3,540,000 | $ | 3,630,769 | ||||
WPP Finance, 8%, 2014 | 4,550,000 | 4,822,727 | ||||||
|
| |||||||
$ | 8,453,496 | |||||||
Brokerage & Asset Managers - 0.4% | ||||||||
BlackRock, Inc., 3.5%, 2014 | $ | 3,700,000 | $ | 3,825,560 | ||||
BlackRock, Inc., 1.375%, 2015 | 1,740,000 | 1,764,990 | ||||||
Franklin Resources, Inc., 1.375%, 2017 | 1,222,000 | 1,207,169 | ||||||
|
| |||||||
$ | 6,797,719 | |||||||
Cable TV - 0.8% | ||||||||
Comcast Corp., 5.3%, 2014 | $ | 2,250,000 | $ | 2,271,899 | ||||
DIRECTV Holdings LLC, 4.75%, 2014 | 3,000,000 | 3,110,103 | ||||||
DIRECTV Holdings LLC, 2.4%, 2017 | 3,360,000 | 3,417,607 |
8
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Cable TV - continued | ||||||||
NBCUniversal Enterprise Co., FRN, 0.781%, 2016 (n) | $ | 1,450,000 | $ | 1,456,661 | ||||
NBCUniversal Media LLC, 2.1%, 2014 | 2,100,000 | 2,114,398 | ||||||
|
| |||||||
$ | 12,370,668 | |||||||
Chemicals - 0.2% | ||||||||
Potash Corp. of Saskatchewan, Inc., 5.25%, 2014 | $ | 3,210,000 | $ | 3,288,947 | ||||
Computer Software - 0.3% | ||||||||
Adobe Systems, Inc., 3.25%, 2015 | $ | 4,085,000 | $ | 4,210,303 | ||||
Computer Software - Systems - 0.3% | ||||||||
Apple, Inc., FRN, 0.516%, 2018 | $ | 4,470,000 | $ | 4,456,121 | ||||
Conglomerates - 0.9% | ||||||||
ABB Finance (USA), Inc., 1.625%, 2017 | $ | 1,659,000 | $ | 1,667,139 | ||||
ABB Treasury Center USA, Inc., 2.5%, 2016 (n) | 3,907,000 | 4,050,754 | ||||||
General Electric Co., 0.85%, 2015 | 1,260,000 | 1,264,888 | ||||||
Pentair Finance S.A., 1.35%, 2015 | 4,610,000 | 4,626,255 | ||||||
United Technologies Corp., FRN, 0.759%, 2015 | 2,560,000 | 2,576,471 | ||||||
|
| |||||||
$ | 14,185,507 | |||||||
Consumer Products - 1.2% | ||||||||
Avon Products, Inc., 2.375%, 2016 | $ | 1,580,000 | $ | 1,612,785 | ||||
LVMH Moet Hennessy Louis Vuitton S.A., 1.625%, 2017 (n) | 3,150,000 | 3,165,022 | ||||||
Mattel, Inc., 1.7%, 2018 | 1,041,000 | 1,027,110 | ||||||
Mattel, Inc., 2.5%, 2016 | 2,030,000 | 2,098,389 | ||||||
Newell Rubbermaid, Inc., 2%, 2015 | 2,337,000 | 2,369,466 | ||||||
Newell Rubbermaid, Inc., 2.05%, 2017 | 2,748,000 | 2,732,968 | ||||||
Procter & Gamble Co., 0.75%, 2016 | 3,410,000 | 3,409,373 | ||||||
Reckitt Benckiser PLC, 2.125%, 2018 (n) | 1,820,000 | 1,836,349 | ||||||
|
| |||||||
$ | 18,251,462 | |||||||
Consumer Services - 0.8% | ||||||||
eBay, Inc., 1.35%, 2017 | $ | 3,482,000 | $ | 3,476,861 | ||||
Experian Finance PLC, 2.375%, 2017 (n) | 3,189,000 | 3,176,263 | ||||||
Western Union Co., 2.375%, 2015 | 1,970,000 | 2,015,842 | ||||||
Western Union Co., FRN, 1.262%, 2015 | 3,800,000 | 3,814,877 | ||||||
|
| |||||||
$ | 12,483,843 | |||||||
Defense Electronics - 0.2% | ||||||||
BAE Systems Holdings, Inc., 4.95%, 2014 (n) | $ | 2,640,000 | $ | 2,703,223 | ||||
Electrical Equipment - 0.1% | ||||||||
Arrow Electronics, Inc., 3%, 2018 | $ | 1,326,000 | $ | 1,350,738 |
9
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Electronics - 0.9% | ||||||||
Applied Materials, Inc., 2.65%, 2016 | $ | 1,670,000 | $ | 1,738,360 | ||||
Broadcom Corp., 1.5%, 2013 | 1,400,000 | 1,400,000 | ||||||
Intel Corp., 1.35%, 2017 | 6,765,000 | 6,724,403 | ||||||
Tyco Electronics Group S.A., 1.6%, 2015 | 3,160,000 | 3,187,410 | ||||||
|
| |||||||
$ | 13,050,173 | |||||||
Emerging Market Quasi-Sovereign - 2.4% | ||||||||
Banco do Nordeste do Brasil (BNB), 3.625%, 2015 (n) | $ | 979,000 | $ | 988,790 | ||||
CNOOC Finance (2013) Ltd., 1.125%, 2016 | 3,570,000 | 3,548,812 | ||||||
Corporacion Nacional del Cobre de Chile, 4.75%, 2014 (n) | 5,420,000 | 5,610,177 | ||||||
Gaz Capital S.A., 4.95%, 2016 (n) | 1,398,000 | 1,481,880 | ||||||
Korea Development Bank, 1%, 2016 | 3,000,000 | 2,967,627 | ||||||
Korea Expressway Corp., 4.5%, 2015 (n) | 2,479,000 | 2,587,127 | ||||||
Korea Gas Corp., 2.25%, 2017 (n) | 2,750,000 | 2,758,671 | ||||||
Mubadala Development Co., 5.75%, 2014 (n) | 3,197,000 | 3,260,940 | ||||||
National Agricultural Co., 5%, 2014 (n) | 2,541,000 | 2,629,818 | ||||||
Petrobras International Finance Co., 3.875%, 2016 | 4,654,000 | 4,811,533 | ||||||
Rosneft, 3.149%, 2017 (n) | 2,539,000 | 2,558,043 | ||||||
State Grid International Development Co. Ltd., 1.75%, 2018 (n) | 3,010,000 | 2,959,257 | ||||||
|
| |||||||
$ | 36,162,675 | |||||||
Emerging Market Sovereign - 0.7% | ||||||||
Russian Federation, 3.25%, 2017 (n) | $ | 5,400,000 | $ | 5,649,750 | ||||
State of Qatar, 5.15%, 2014 (n) | 1,588,000 | 1,617,378 | ||||||
State of Qatar, 5.15%, 2014 | 3,000,000 | 3,055,500 | ||||||
|
| |||||||
$ | 10,322,628 | |||||||
Energy - Independent - 0.8% | ||||||||
Encana Corp., 5.9%, 2017 | $ | 3,360,000 | $ | 3,847,156 | ||||
Encana Holdings Finance Corp., 5.8%, 2014 | 3,545,000 | 3,634,852 | ||||||
Hess Corp., 7%, 2014 | 3,740,000 | 3,803,371 | ||||||
Petrohawk Energy Corp., 7.25%, 2018 | 387,000 | 419,508 | ||||||
|
| |||||||
$ | 11,704,887 | |||||||
Energy - Integrated - 2.0% | ||||||||
BG Energy Capital PLC, 2.875%, 2016 (n) | $ | 4,300,000 | $ | 4,508,223 | ||||
BP Capital Markets PLC, 3.125%, 2015 | 5,300,000 | 5,544,166 | ||||||
BP Capital Markets PLC, 0.7%, 2015 | 1,142,000 | 1,142,065 | ||||||
Chevron Corp., 0.889%, 2016 | 1,770,000 | 1,779,822 | ||||||
Chevron Corp., 1.104%, 2017 | 3,658,000 | 3,620,780 | ||||||
Husky Energy, Inc., 5.9%, 2014 | 2,965,000 | 3,058,996 | ||||||
Petro-Canada Financial Partnership, 5%, 2014 | 2,950,000 | 3,076,714 | ||||||
Shell International Finance B.V., 1.125%, 2017 | 3,430,000 | 3,416,551 |
10
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Energy - Integrated - continued | ||||||||
Total Capital International S.A., 1.5%, 2017 | $ | 1,670,000 | $ | 1,692,505 | ||||
TOTAL S.A., 3%, 2015 | 2,810,000 | 2,924,448 | ||||||
|
| |||||||
$ | 30,764,270 | |||||||
Entertainment - 0.1% | ||||||||
Viacom, Inc., 1.25%, 2015 | $ | 2,100,000 | $ | 2,112,373 | ||||
Financial Institutions - 1.5% | ||||||||
General Electric Capital Corp., 2.15%, 2015 | $ | 2,180,000 | $ | 2,223,293 | ||||
General Electric Capital Corp., FRN, 1.093%, 2014 | 6,000,000 | 6,009,384 | ||||||
General Electric Capital Corp., FRN, 0.856%, 2015 | 2,500,000 | 2,518,445 | ||||||
General Electric Capital Corp., FRN, 0.843%, 2016 | 3,270,000 | 3,285,922 | ||||||
LeasePlan Corp. N.V., 3%, 2017 (n) | 3,370,000 | 3,415,158 | ||||||
LeasePlan Corp. N.V., 2.5%, 2018 (n) | 1,208,000 | 1,190,600 | ||||||
NYSE Euronext, 2%, 2017 | 3,266,000 | 3,283,055 | ||||||
|
| |||||||
$ | 21,925,857 | |||||||
Food & Beverages - 4.5% | ||||||||
Anheuser-Busch InBev S.A., 3.625%, 2015 | $ | 1,350,000 | $ | 1,411,097 | ||||
Anheuser-Busch InBev S.A., 0.8%, 2016 | 1,260,000 | 1,262,292 | ||||||
Anheuser-Busch InBev S.A., 1.375%, 2017 | 5,370,000 | 5,376,535 | ||||||
Campbell Soup Co., FRN, 0.565%, 2014 | 4,570,000 | 4,574,716 | ||||||
Coca Cola Co., 0.75%, 2013 | 1,570,000 | 1,570,162 | ||||||
Coca-Cola Co., 1.15%, 2018 | 2,480,000 | 2,441,977 | ||||||
Coca-Cola Co., FRN, 1%, 2016 | 3,120,000 | 3,122,783 | ||||||
Coca-Cola Icecek Uretim, 4.75%, 2018 (n) | 1,466,000 | 1,522,294 | ||||||
Conagra Foods, Inc., 5.875%, 2014 | 2,000,000 | 2,046,954 | ||||||
Diageo Capital PLC, 7.375%, 2014 | 3,520,000 | 3,567,260 | ||||||
Diageo Capital PLC, 1.5%, 2017 | 2,750,000 | 2,764,028 | ||||||
General Mills, Inc., 5.2%, 2015 | 1,990,000 | 2,113,907 | ||||||
Heineken N.V., 0.8%, 2015 (n) | 2,810,000 | 2,808,556 | ||||||
Ingredion, Inc., 3.2%, 2015 | 1,025,000 | 1,064,200 | ||||||
Ingredion, Inc., 1.8%, 2017 | 2,092,000 | 2,065,503 | ||||||
Kellogg Co., 4.45%, 2016 | 1,209,000 | 1,315,628 | ||||||
Kraft Foods Group, Inc. , 1.625%, 2015 | 5,170,000 | 5,246,904 | ||||||
Molson Coors Brewing Co., 2%, 2017 | 3,330,000 | 3,376,047 | ||||||
Mondelez International, Inc., 6.75%, 2014 | 1,100,000 | 1,119,557 | ||||||
PepsiCo, Inc., 2.5%, 2016 | 3,400,000 | 3,540,430 | ||||||
Pernod-Ricard S.A., 2.95%, 2017 (n) | 5,000,000 | 5,217,040 | ||||||
SABMiller Holdings, Inc., 1.85%, 2015 (n) | 2,630,000 | 2,663,156 | ||||||
SABMiller Holdings, Inc., 2.45%, 2017 (n) | 2,060,000 | 2,127,259 | ||||||
Want Want China Finance Co., 1.875%, 2018 (z) | 650,000 | 626,466 | ||||||
Wm. Wrigley Jr. Co., 1.4%, 2016 (n) | 3,712,000 | 3,735,018 |
11
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Food & Beverages - continued | ||||||||
Wm. Wrigley Jr. Co., 2.4%, 2018 (n) | $ | 525,000 | $ | 530,539 | ||||
|
| |||||||
$ | 67,210,308 | |||||||
Food & Drug Stores - 0.4% | ||||||||
CVS Caremark Corp., 3.25%, 2015 | $ | 2,372,000 | $ | 2,465,471 | ||||
Walgreen Co., 1%, 2015 | 4,120,000 | 4,135,685 | ||||||
|
| |||||||
$ | 6,601,156 | |||||||
Gaming & Lodging - 0.2% | ||||||||
Wyndham Worldwide Corp., 2.95%, 2017 | $ | 3,473,000 | $ | 3,560,443 | ||||
Industrial - 0.2% | ||||||||
Cornell University, 4.35%, 2014 | $ | 3,070,000 | $ | 3,096,387 | ||||
Insurance - 2.5% | ||||||||
Aflac, Inc., 3.45%, 2015 | $ | 3,840,000 | $ | 4,027,116 | ||||
American International Group, Inc., 3%, 2015 | 3,360,000 | 3,456,788 | ||||||
American International Group, Inc., 5.85%, 2018 | 1,525,000 | 1,760,128 | ||||||
ING U.S., Inc., 2.9%, 2018 | 2,515,000 | 2,566,711 | ||||||
Lincoln National Corp., 4.3%, 2015 | 2,060,000 | 2,166,755 | ||||||
MassMutual Global Funding, FRN, 0.624%, 2014 (n) | 2,870,000 | 2,872,414 | ||||||
MetLife, Inc., 1.756%, 2017 | 1,199,000 | 1,201,137 | ||||||
Metropolitan Life Global Funding I, 5.125%, 2014 (n) | 1,450,000 | 1,490,662 | ||||||
Metropolitan Life Global Funding I, 0.774%, 2016 (n) | 4,570,000 | 4,588,563 | ||||||
New York Life Global Funding, 1.3%, 2015 (n) | 4,590,000 | 4,630,245 | ||||||
PRICOA Global Funding I, FRN, 0.532%, 2015 (n) | 2,590,000 | 2,593,714 | ||||||
Prudential Financial, Inc., FRN, 1.044%, 2018 | 3,690,000 | 3,705,520 | ||||||
UnumProvident Corp., 6.85%, 2015 (n) | 2,590,000 | 2,860,378 | ||||||
|
| |||||||
$ | 37,920,131 | |||||||
Insurance - Health - 0.2% | ||||||||
Aetna, Inc., 1.5%, 2017 | $ | 674,000 | $ | 667,708 | ||||
WellPoint, Inc., 5%, 2014 | 120,000 | 125,745 | ||||||
Wellpoint, Inc., 1.25%, 2015 | 2,400,000 | 2,420,326 | ||||||
|
| |||||||
$ | 3,213,779 | |||||||
Insurance - Property & Casualty - 1.2% | ||||||||
ACE Ltd., 2.6%, 2015 | $ | 2,890,000 | $ | 2,996,326 | ||||
Allstate Corp., 6.2%, 2014 | 1,490,000 | 1,534,824 | ||||||
Aon Corp., 3.5%, 2015 | 3,200,000 | 3,352,426 | ||||||
AXIS Capital Holdings Ltd., 5.75%, 2014 | 3,480,000 | 3,661,705 | ||||||
Berkshire Hathaway, Inc., FRN, 0.964%, 2014 | 3,210,000 | 3,228,737 | ||||||
QBE Insurance Group Ltd., 2.4%, 2018 (n) | 2,969,000 | 2,914,183 | ||||||
|
| |||||||
$ | 17,688,201 |
12
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
International Market Quasi-Sovereign - 5.8% | ||||||||
Achmea Hypotheekbank N.V., FRN, 0.616%, 2014 (n) | $ | 2,500,000 | $ | 2,506,450 | ||||
Bank Nederlandse Gemeenten N.V., 1.375%, 2018 (n) | 4,070,000 | 4,039,882 | ||||||
Commonwealth Bank of Australia, 2.9%, 2014 (n) | 2,000,000 | 2,045,640 | ||||||
Dexia Credit Local S.A., 1.25%, 2016 (z) | 5,210,000 | 5,233,211 | ||||||
Eksportfinans A.S.A., 3%, 2014 | 5,000,000 | 5,017,500 | ||||||
Electricite de France PLC, 5.5%, 2014 (n) | 5,310,000 | 5,369,631 | ||||||
FMS Wertmanagement, 0.625%, 2016 | 3,360,000 | 3,364,019 | ||||||
KfW Bankengruppe, 3.5%, 2014 | 3,066,000 | 3,101,106 | ||||||
KfW Bankengruppe, 0.5%, 2015 | 3,400,000 | 3,409,228 | ||||||
Kommunalbanken A.S., 1%, 2014 (n) | 2,080,000 | 2,089,192 | ||||||
Kommunalbanken A.S., 1%, 2015 (n) | 3,000,000 | 3,025,950 | ||||||
Kommunalbanken A.S., 1.75%, 2015 (n) | 1,000,000 | 1,023,770 | ||||||
Kommunalbanken A.S., FRN, 0.367%, 2016 (n) | 4,360,000 | 4,367,774 | ||||||
Kreditanstalt für Wiederaufbau, FRN, 0.22%, 2015 | 4,670,000 | 4,670,098 | ||||||
Landwirtschaftliche Rentenbank, 3.125%, 2016 (n) | 1,700,000 | 1,796,288 | ||||||
Municipality Finance PLC, 2.375%, 2016 | 3,410,000 | 3,553,220 | ||||||
Nederlandse Waterschapsbank N.V., 1.375%, 2014 (n) | 1,550,000 | 1,558,572 | ||||||
Nederlandse Waterschapsbank N.V., 0.75%, 2016 (n) | 3,480,000 | 3,486,069 | ||||||
Societe Financement de l’ Economie Francaise, 3.375%, 2014 (n) | 7,550,000 | 7,668,125 | ||||||
Statoil A.S.A., 2.9%, 2014 | 4,380,000 | 4,487,735 | ||||||
Statoil A.S.A., 1.8%, 2016 | 2,350,000 | 2,411,608 | ||||||
Statoil A.S.A., FRN, 0.554%, 2018 | 1,205,000 | 1,202,322 | ||||||
Swedish Export Credit Corp., FRN, 1.015%, 2014 | 8,640,000 | 8,689,263 | ||||||
Westpac Banking Corp., 3.45%, 2014 (n) | 3,370,000 | 3,448,588 | ||||||
|
| |||||||
$ | 87,565,241 | |||||||
International Market Sovereign - 0.6% | ||||||||
Kingdom of Belgium, 2.875%, 2014 | $ | 2,500,000 | $ | 2,551,870 | ||||
Kingdom of Sweden, 1%, 2018 (n) | 3,500,000 | 3,462,151 | ||||||
Republic of Iceland, 4.875%, 2016 (n) | 3,494,000 | 3,646,863 | ||||||
|
| |||||||
$ | 9,660,884 | |||||||
Internet - 0.1% | ||||||||
Baidu, Inc., 3.25%, 2018 | $ | 892,000 | $ | 911,281 | ||||
Local Authorities - 1.6% | ||||||||
Kommuninvest i Sverige AB, 0.5%, 2016 (n) | $ | 5,440,000 | $ | 5,418,566 | ||||
Kommuninvest i Sverige AB, 0.875%, 2016 (z) | 6,350,000 | 6,353,830 | ||||||
Louisiana Gas & Fuels Tax Rev. (Build America Bonds), FRN, 3%, 2043 | 3,730,000 | 3,744,920 | ||||||
Province of Ontario, 2.3%, 2016 | 4,700,000 | 4,884,710 | ||||||
State of Illinois, 4.961%, 2016 | 3,275,000 | 3,471,631 | ||||||
|
| |||||||
$ | 23,873,657 |
13
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Machinery & Tools - 0.1% | ||||||||
Caterpillar Financial Services Corp., 1.1%, 2015 | $ | 1,260,000 | $ | 1,270,851 | ||||
Major Banks - 13.4% | ||||||||
ABN AMRO Bank N.V., 3%, 2014 (n) | $ | 400,000 | $ | 402,318 | ||||
ABN AMRO Bank N.V., 1.375%, 2016 (n) | 6,820,000 | 6,864,330 | ||||||
ABN AMRO Bank N.V., FRN, 2.006%, 2014 (n) | 4,850,000 | 4,867,193 | ||||||
ANZ National (International) Ltd., FRN, 1.252%, 2013 (n) | 3,630,000 | 3,635,017 | ||||||
Bank of America Corp., 7.375%, 2014 | 1,075,000 | 1,112,939 | ||||||
Bank of America Corp., 4.5%, 2015 | 1,000,000 | 1,049,338 | ||||||
Bank of America Corp., 1.5%, 2015 | 3,060,000 | 3,086,371 | ||||||
Bank of America Corp., 1.25%, 2016 | 5,250,000 | 5,265,089 | ||||||
Bank of America Corp., 0.534%, 2016 | 1,910,000 | 1,877,173 | ||||||
Bank of America Corp., 6.5%, 2016 | 2,625,000 | 2,982,192 | ||||||
Bank of Montreal, FRN, 0.843%, 2018 | 1,990,000 | 1,993,592 | ||||||
Bank of Nova Scotia, FRN, 0.654%, 2016 | 5,890,000 | 5,904,065 | ||||||
Bank of Nova Scotia, FRN, 0.764%, 2016 | 1,990,000 | 2,000,217 | ||||||
Barclays Bank PLC, 5.2%, 2014 | 3,660,000 | 3,778,650 | ||||||
Barclays Bank PLC, FRN, 1.284%, 2014 | 2,360,000 | 2,364,597 | ||||||
BNP Paribas, 2.7%, 2018 | 4,370,000 | 4,474,596 | ||||||
Canadian Imperial Bank of Commerce, FRN, 0.766%, 2016 | 2,270,000 | 2,281,082 | ||||||
Commonwealth Bank of Australia, 3.75%, 2014 (n) | 4,574,000 | 4,708,933 | ||||||
Commonwealth Bank of Australia, FRN, 0.752%, 2016 (n) | 4,820,000 | 4,821,422 | ||||||
Credit Suisse New York, 5.5%, 2014 | 4,630,000 | 4,746,519 | ||||||
Credit Suisse New York, FRN, 1.204%, 2014 | 3,000,000 | 3,005,325 | ||||||
DBS Bank Ltd., 2.35%, 2017 (n) | 4,010,000 | 4,107,932 | ||||||
DNB Bank A.S.A., 3.2%, 2017 (n) | 4,190,000 | 4,400,338 | ||||||
Goldman Sachs Group, Inc., 5.125%, 2015 | 3,930,000 | 4,128,842 | ||||||
Goldman Sachs Group, Inc., 1.6%, 2015 | 3,690,000 | 3,731,262 | ||||||
Goldman Sachs Group, Inc., FRN, 1.263%, 2014 | 2,000,000 | 2,013,386 | ||||||
Goldman Sachs Group, Inc., FRN, 1.436%, 2018 | 2,310,000 | 2,320,231 | ||||||
HSBC Bank PLC, 3.1%, 2016 (n) | 2,520,000 | 2,653,293 | ||||||
HSBC Bank PLC, FRN, 0.904%, 2018 (n) | 3,872,000 | 3,880,623 | ||||||
HSBC USA, Inc., 2.375%, 2015 | 1,650,000 | 1,687,965 | ||||||
ING Bank N.V., 3.75%, 2017 (n) | 2,644,000 | 2,796,242 | ||||||
ING Bank N.V., FRN, 1.208%, 2016 (n) | 1,450,000 | 1,464,490 | ||||||
ING Bank N.V., FRN, 1.891%, 2015 (n) | 3,680,000 | 3,760,669 | ||||||
JPMorgan Chase & Co., 2%, 2017 | 2,087,000 | 2,113,551 | ||||||
JPMorgan Chase & Co., FRN, 1.038%, 2014 | 2,110,000 | 2,114,186 | ||||||
JPMorgan Chase & Co., FRN, 1.004%, 2014 | 4,620,000 | 4,636,336 | ||||||
JPMorgan Chase & Co., FRN, 0.882%, 2016 | 2,500,000 | 2,509,223 | ||||||
KeyCorp, 3.75%, 2015 | 3,850,000 | 4,042,642 | ||||||
Kookmin Bank, 7.25%, 2014 (n) | 2,200,000 | 2,272,556 | ||||||
Macquarie Bank Ltd., 5%, 2017 (n) | 6,790,000 | 7,445,912 |
14
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Major Banks - continued | ||||||||
Morgan Stanley, 6%, 2014 | $ | 2,060,000 | $ | 2,117,622 | ||||
Morgan Stanley, 6%, 2015 | 3,290,000 | 3,524,722 | ||||||
Morgan Stanley, FRN, 1.838%, 2014 | 3,290,000 | 3,299,617 | ||||||
Morgan Stanley, FRN, 1.512%, 2016 | 3,410,000 | 3,445,781 | ||||||
National Australia Bank Ltd., 2%, 2015 | 4,810,000 | 4,905,426 | ||||||
Nordea Bank AB, FRN, 0.725%, 2016 (n) | 2,802,000 | 2,810,442 | ||||||
PNC Bank N.A., 1.3%, 2016 | 3,180,000 | 3,201,522 | ||||||
PNC Bank N.A., 1.15%, 2016 | 4,550,000 | 4,563,482 | ||||||
PNC Funding Corp., 3.625%, 2015 | 2,300,000 | 2,383,612 | ||||||
Royal Bank of Canada, 0.8%, 2015 | 3,000,000 | 3,014,370 | ||||||
Royal Bank of Canada, FRN, 0.714%, 2016 | 2,920,000 | 2,929,107 | ||||||
Royal Bank of Scotland PLC, 2.55%, 2015 | 1,000,000 | 1,024,180 | ||||||
Royal Bank of Scotland PLC, 4.375%, 2016 | 4,880,000 | 5,228,593 | ||||||
Standard Chartered PLC, 3.85%, 2015 (n) | 3,730,000 | 3,878,118 | ||||||
Standard Chartered PLC, FRN, 1.215%, 2014 (n) | 2,700,000 | 2,711,321 | ||||||
State Street Corp., 4.3%, 2014 | 3,750,000 | 3,834,619 | ||||||
Sumitomo Mitsui Banking Corp., 1.35%, 2015 | 3,770,000 | 3,805,246 | ||||||
Wells Fargo & Co., 3.75%, 2014 | 1,350,000 | 1,390,847 | ||||||
Wells Fargo & Co., 1.25%, 2015 | 5,320,000 | 5,363,262 | ||||||
Wells Fargo & Co., FRN, 0.772%, 2016 | 3,550,000 | 3,562,620 | ||||||
Westpac Banking Corp., 2%, 2017 | 1,780,000 | 1,811,809 | ||||||
|
| |||||||
$ | 202,106,955 | |||||||
Medical & Health Technology & Services - 1.6% | ||||||||
Baxter International, Inc., 1.85%, 2017 | $ | 2,610,000 | $ | 2,676,161 | ||||
Becton, Dickinson & Co., 1.75%, 2016 | 2,030,000 | 2,075,846 | ||||||
Catholic Health Initiatives, 1.6%, 2017 | 2,480,000 | 2,431,206 | ||||||
Covidien International Finance S.A., 1.35%, 2015 | 2,440,000 | 2,462,865 | ||||||
Express Scripts Holding Co., 2.1%, 2015 | 4,225,000 | 4,291,671 | ||||||
McKesson Corp., 0.95%, 2015 | 3,090,000 | 3,091,446 | ||||||
McKesson Corp., 3.25%, 2016 | 4,190,000 | 4,391,388 | ||||||
Thermo Fisher Scientific, Inc., 2.25%, 2016 | 2,960,000 | 3,026,964 | ||||||
|
| |||||||
$ | 24,447,547 | |||||||
Metals & Mining - 1.5% | ||||||||
Barrick Gold Corp., 2.5%, 2018 | $ | 1,770,000 | $ | 1,726,467 | ||||
Barrick International (Barbados) Corp., 5.75%, 2016 (n) | 1,307,000 | 1,397,179 | ||||||
BHP Billiton Finance Ltd., 5.5%, 2014 | 2,250,000 | 2,297,921 | ||||||
Freeport-McMoRan Copper & Gold, Inc., 2.15%, 2017 | 4,750,000 | 4,769,542 | ||||||
Freeport-McMoRan Copper & Gold, Inc., 2.375%, 2018 | 1,620,000 | 1,615,581 | ||||||
Glencore Funding LLC, FRN, 1.422%, 2016 (n) | 4,270,000 | 4,248,667 | ||||||
Rio Tinto Finance (USA) Ltd., 2.5%, 2016 | 2,210,000 | 2,281,162 | ||||||
Rio Tinto Finance (USA) Ltd., FRN, 1.094%, 2016 | 4,020,000 | 4,050,303 | ||||||
|
| |||||||
$ | 22,386,822 |
15
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Mortgage-Backed - 2.3% | ||||||||
Fannie Mae, 5.5%, 2014 - 2019 | $ | 1,294,975 | $ | 1,373,475 | ||||
Fannie Mae, 7%, 2015 - 2016 | 225,684 | 236,197 | ||||||
Fannie Mae, 5.134%, 2016 | 661,046 | 710,782 | ||||||
Fannie Mae, 5.725%, 2016 | 2,041,461 | 2,257,421 | ||||||
Fannie Mae, 6.5%, 2016 - 2017 | 671,271 | 711,802 | ||||||
Fannie Mae, 1.114%, 2017 | 4,070,000 | 4,059,516 | ||||||
Fannie Mae, 6%, 2017 | 688,853 | 725,904 | ||||||
Fannie Mae, 4.5%, 2018 - 2023 | 1,962,390 | 2,087,910 | ||||||
Fannie Mae, 5%, 2018 - 2023 | 1,531,893 | 1,640,264 | ||||||
Fannie Mae, 5%, 2020 (f) | 1,685,755 | 1,807,145 | ||||||
Fannie Mae, FRN, 2.375%, 2033 | 629,391 | 666,707 | ||||||
Fannie Mae, FRN, 2.48%, 2033 | 108,386 | 109,534 | ||||||
Fannie Mae, FRN, 2.585%, 2033 | 116,354 | 123,725 | ||||||
Freddie Mac, 7.5%, 2015 | 46,278 | 46,217 | ||||||
Freddie Mac, 1.655%, 2016 | 281,484 | 286,528 | ||||||
Freddie Mac, 6%, 2016 - 2017 | 443,417 | 463,236 | ||||||
Freddie Mac, 1.426%, 2017 | 1,039,000 | 1,046,395 | ||||||
Freddie Mac, 5.5%, 2017 - 2025 | 1,937,848 | 2,094,396 | ||||||
Freddie Mac, 5%, 2018 - 2020 | 1,689,333 | 1,795,506 | ||||||
Freddie Mac, 2.5%, 2028 | 11,841,699 | 11,985,543 | ||||||
Ginnie Mae, FRN, 1.75%, 2032 | 149,934 | 155,945 | ||||||
|
| |||||||
$ | 34,384,148 | |||||||
Municipals - 0.5% | ||||||||
Florida Hurricane Catastrophe Fund Finance Corp. Rev., “A”, 1.298%, 2016 | $ | 7,060,000 | $ | 7,038,679 | ||||
Natural Gas - Distribution - 0.3% | ||||||||
GDF Suez, 1.625%, 2017 (n) | $ | 4,630,000 | $ | 4,637,130 | ||||
Natural Gas - Pipeline - 1.1% | ||||||||
Energy Transfer Partners LP, 8.5%, 2014 | $ | 2,005,000 | $ | 2,070,325 | ||||
Enterprise Products Operating LP, 3.7%, 2015 | 4,320,000 | 4,508,590 | ||||||
Enterprise Products Operating LP, 3.2%, 2016 | 740,000 | 776,180 | ||||||
Enterprise Products Operating LP, 6.5%, 2019 | 1,280,000 | 1,524,844 | ||||||
ONEOK Partners LP, 3.2%, 2018 | 2,400,000 | 2,482,975 | ||||||
TransCanada PipeLines Ltd., 3.4%, 2015 | 4,100,000 | 4,280,207 | ||||||
TransCanada PipeLines Ltd., FRN, 0.928%, 2016 | 1,390,000 | 1,400,660 | ||||||
|
| |||||||
$ | 17,043,781 | |||||||
Network & Telecom - 2.1% | ||||||||
AT&T, Inc., 0.8%, 2015 | $ | 4,010,000 | $ | 4,006,118 | ||||
AT&T, Inc., 2.4%, 2016 | 2,750,000 | 2,844,743 |
16
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Network & Telecom - continued | ||||||||
AT&T, Inc., FRN, 0.65%, 2016 | $ | 2,330,000 | $ | 2,326,617 | ||||
BellSouth Corp., 5.2%, 2014 | 2,207,000 | 2,295,710 | ||||||
France Telecom, 4.375%, 2014 | 2,390,000 | 2,446,641 | ||||||
France Telecom, 2.125%, 2015 | 1,900,000 | 1,934,154 | ||||||
Telecom Italia Capital, 5.25%, 2013 | 1,900,000 | 1,902,056 | ||||||
Verizon Communications, Inc., 0.7%, 2015 | 3,210,000 | 3,199,426 | ||||||
Verizon Communications, Inc., 2%, 2016 | 2,610,000 | 2,663,680 | ||||||
Verizon Communications, Inc., FRN, 1.782%, 2016 | 7,500,000 | 7,690,273 | ||||||
|
| |||||||
$ | 31,309,418 | |||||||
Oil Services - 0.3% | ||||||||
Noble Corp., 3.45%, 2015 | $ | 2,270,000 | $ | 2,361,717 | ||||
Transocean, Inc., 2.5%, 2017 | 1,970,000 | 1,988,406 | ||||||
|
| |||||||
$ | 4,350,123 | |||||||
Oils - 0.2% | ||||||||
Phillips 66, 1.95%, 2015 | $ | 2,680,000 | $ | 2,722,679 | ||||
Other Banks & Diversified Financials - 7.3% | ||||||||
Abbey National Treasury Services PLC, 3.05%, 2018 | $ | 2,403,000 | $ | 2,487,629 | ||||
American Express Centurion Bank, FRN, 0.715%, 2015 | 2,750,000 | 2,759,999 | ||||||
American Express Credit Corp., FRN, 1.356%, 2015 | 2,400,000 | 2,435,808 | ||||||
Bank of Tokyo-Mitsubishi UFJ Ltd., FRN, 0.712%, 2016 (n) | 2,100,000 | 2,105,340 | ||||||
Bank of Tokyo-Mitsubishi UFJ Ltd., FRN, 0.868%, 2016 (n) | 6,220,000 | 6,241,042 | ||||||
Banque Federative du Credit Mutuel, FRN, 1.086%, 2016 (n) | 2,780,000 | 2,785,699 | ||||||
BB&T Corp., 2.05%, 2014 | 2,000,000 | 2,015,748 | ||||||
BBVA Senior Finance S.A. Unipersonal, FRN, 2.388%, 2014 | 3,500,000 | 3,524,262 | ||||||
Capital One Financial Corp., 2.15%, 2015 | 1,752,000 | 1,781,372 | ||||||
Capital One Financial Corp., FRN, 1.394%, 2014 | 4,550,000 | 4,572,127 | ||||||
Capital One Financial Corp., FRN, 0.907%, 2015 | 2,000,000 | 2,005,566 | ||||||
Citigroup, Inc., 6.375%, 2014 | 2,380,000 | 2,484,432 | ||||||
Citigroup, Inc., 6.01%, 2015 | 1,880,000 | 1,993,011 | ||||||
Citigroup, Inc., 1.25%, 2016 | 6,000,000 | 6,016,026 | ||||||
Danske Bank A.S., 3.75%, 2015 (n) | 360,000 | 373,270 | ||||||
Groupe BPCE S.A., FRN, 1.488%, 2016 | 6,800,000 | 6,898,566 | ||||||
Intesa Sanpaolo S.p.A., 3.125%, 2016 | 3,600,000 | 3,671,179 | ||||||
Intesa Sanpaolo S.p.A., FRN, 2.662%, 2014 (n) | 2,490,000 | 2,500,533 | ||||||
Lloyds TSB Bank PLC, 4.375%, 2015 (n) | 5,110,000 | 5,309,867 | ||||||
National Bank of Canada, 1.5%, 2015 | 2,970,000 | 3,010,312 | ||||||
Rabobank Nederland N.V., 4.2%, 2014 (n) | 3,770,000 | 3,845,061 | ||||||
Rabobank Nederland N.V., 3.375%, 2017 | 3,967,000 | 4,228,318 | ||||||
Rabobank Nederland N.V., FRN, 0.732%, 2016 | 1,990,000 | 1,996,109 | ||||||
Santander Holdings USA, Inc., 3.45%, 2018 | 2,280,000 | 2,358,589 |
17
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Other Banks & Diversified Financials - continued | ||||||||
Santander UK PLC, 3.875%, 2014 (n) | $ | 4,525,000 | $ | 4,661,257 | ||||
Skandinaviska Enskilda, 1.75%, 2018 (n) | 2,500,000 | 2,467,600 | ||||||
SunTrust Banks, Inc., 3.5%, 2017 | 4,907,000 | 5,210,635 | ||||||
Svenska Handelsbanken AB, 4.875%, 2014 (n) | 3,330,000 | 3,418,172 | ||||||
Svenska Handelsbanken AB, 2.875%, 2017 | 3,548,000 | 3,706,170 | ||||||
Svenska Handelsbanken AB, FRN, 0.7%, 2016 | 1,000,000 | 1,003,118 | ||||||
Svenska Handelsbanken AB, FRN, 0.721%, 2016 | 4,500,000 | 4,509,045 | ||||||
Swedbank AB, 2.125%, 2017 (n) | 4,637,000 | 4,691,559 | ||||||
Union Bank, 3%, 2016 | 1,910,000 | 2,012,987 | ||||||
|
| |||||||
$ | 109,080,408 | |||||||
Personal Computers & Peripherals - 0.3% | ||||||||
Hewlett-Packard Co., 2.625%, 2014 | $ | 4,120,000 | $ | 4,193,707 | ||||
Pharmaceuticals - 2.7% | ||||||||
AbbVie, Inc., FRN, 1.027%, 2015 | $ | 4,440,000 | $ | 4,485,994 | ||||
Amgen, Inc., 2.3%, 2016 | 3,570,000 | 3,687,781 | ||||||
Bristol-Myers Squibb Co., 0.875%, 2017 | 3,507,000 | 3,456,440 | ||||||
Celgene Corp., 2.45%, 2015 | 5,312,000 | 5,465,432 | ||||||
Mylan, Inc., 1.8%, 2016 (n) | 1,500,000 | 1,510,949 | ||||||
Sanofi, 1.2%, 2014 | 650,000 | 655,070 | ||||||
Sanofi, 1.25%, 2018 | 5,060,000 | 4,982,187 | ||||||
Sanofi, FRN, 0.558%, 2014 | 5,000,000 | 5,007,075 | ||||||
Teva Pharmaceutical Finance III, 1.7%, 2014 | 1,410,000 | 1,416,363 | ||||||
Teva Pharmaceutical Finance III, FRN, 1.166%, 2013 | 3,680,000 | 3,680,184 | ||||||
Watson Pharmaceuticals, Inc., 1.875%, 2017 | 2,240,000 | 2,234,454 | ||||||
Wyeth, 5.5%, 2014 | 3,400,000 | 3,442,194 | ||||||
|
| |||||||
$ | 40,024,123 | |||||||
Printing & Publishing - 0.6% | ||||||||
Pearson Dollar Finance PLC, 5.7%, 2014 (n) | $ | 4,900,000 | $ | 5,027,748 | ||||
Thomson Reuters Corp., 0.875%, 2016 | 3,530,000 | 3,513,060 | ||||||
|
| |||||||
$ | 8,540,808 | |||||||
Real Estate - 1.0% | ||||||||
ERP Operating, REIT, 5.125%, 2016 | $ | 2,738,000 | $ | 2,995,049 | ||||
HCP, Inc., REIT, 2.7%, 2014 | 2,750,000 | 2,763,104 | ||||||
Health Care REIT, Inc., 2.25%, 2018 | 1,686,000 | 1,683,127 | ||||||
Mack-Cali Realty LP, 2.5%, 2017 | 2,000,000 | 1,990,602 | ||||||
Simon Property Group, Inc., REIT, 4.2%, 2015 | 1,000,000 | 1,035,369 | ||||||
Simon Property Group, Inc., REIT, 1.5%, 2018 (n) | 1,935,000 | 1,903,529 | ||||||
Ventas Realty LP, 1.55%, 2016 | 2,160,000 | 2,175,500 | ||||||
|
| |||||||
$ | 14,546,280 |
18
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Retailers - 1.0% | ||||||||
AutoZone, Inc., 6.5%, 2014 | $ | 5,803,000 | $ | 5,867,651 | ||||
Home Depot, Inc., 5.25%, 2013 | 3,470,000 | 3,489,380 | ||||||
Wesfarmers Ltd., 2.983%, 2016 (n) | 2,900,000 | 3,037,225 | ||||||
Wesfarmers Ltd., 1.874%, 2018 (n) | 2,068,000 | 2,049,388 | ||||||
|
| |||||||
$ | 14,443,644 | |||||||
Specialty Chemicals - 0.7% | ||||||||
Airgas, Inc., 4.5%, 2014 | $ | 5,480,000 | $ | 5,660,972 | ||||
Ecolab, Inc., 2.375%, 2014 | 2,570,000 | 2,615,391 | ||||||
Ecolab, Inc., 1%, 2015 | 2,520,000 | 2,526,713 | ||||||
|
| |||||||
$ | 10,803,076 | |||||||
Supermarkets - 0.5% | ||||||||
Safeway, Inc., 6.25%, 2014 | $ | 2,450,000 | $ | 2,488,164 | ||||
Tesco PLC, 2%, 2014 (n) | 3,510,000 | 3,555,061 | ||||||
Woolworths Ltd., 2.55%, 2015 (n) | 1,900,000 | 1,958,421 | ||||||
|
| |||||||
$ | 8,001,646 | |||||||
Supranational - 1.3% | ||||||||
Central American Bank for Economic Integration, 5.375%, 2014 (n) | $ | 4,240,000 | $ | 4,390,630 | ||||
European Investment Bank, 3%, 2014 | 3,730,000 | 3,775,096 | ||||||
Inter-American Development Bank, 3%, 2014 | 3,980,000 | 4,031,390 | ||||||
International Bank for Reconstruction and Development, 0.5%, 2016 | 6,860,000 | 6,859,019 | ||||||
|
| |||||||
$ | 19,056,135 | |||||||
Telecommunications - Wireless - 1.1% | ||||||||
America Movil S.A.B. de C.V., 2.375%, 2016 | $ | 1,564,000 | $ | 1,602,964 | ||||
American Tower Trust I, REIT, 1.551%, 2018 (n) | 2,840,000 | 2,785,472 | ||||||
Crown Castle Towers LLC, 4.523%, 2015 (n) | 2,660,000 | 2,758,433 | ||||||
Crown Castle Towers LLC, 3.214%, 2015 (n) | 2,730,000 | 2,790,382 | ||||||
Vodafone Group PLC, 4.15%, 2014 | 2,750,000 | 2,809,018 | ||||||
Vodafone Group PLC, 5.375%, 2015 | 3,000,000 | 3,170,472 | ||||||
|
| |||||||
$ | 15,916,741 | |||||||
Tobacco - 1.2% | ||||||||
Altria Group, Inc., 8.5%, 2013 | $ | 3,670,000 | $ | 3,674,026 | ||||
B.A.T. International Finance PLC, 8.125%, 2013 (n) | 3,415,000 | 3,421,994 | ||||||
B.A.T. International Finance PLC, 1.4%, 2015 (n) | 2,820,000 | 2,847,582 | ||||||
Imperial Tobacco Finance PLC, 2.05%, 2018 (n) | 2,206,000 | 2,179,528 | ||||||
Lorillard Tobacco Co., 3.5%, 2016 | 2,590,000 | 2,732,722 | ||||||
Reynolds American, Inc., 1.05%, 2015 | 2,650,000 | 2,654,309 | ||||||
|
| |||||||
$ | 17,510,161 |
19
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Transportation - Services - 0.3% | ||||||||
ERAC USA Finance Co., 2.25%, 2014 (n) | $ | 1,900,000 | $ | 1,905,476 | ||||
ERAC USA Finance Co., 2.75%, 2017 (n) | 2,408,000 | 2,486,961 | ||||||
|
| |||||||
$ | 4,392,437 | |||||||
U.S. Government Agencies and Equivalents - 0.4% | ||||||||
Private Export Funding Corp., 1.875%, 2018 | $ | 5,240,000 | $ | 5,300,884 | ||||
Small Business Administration, 5.1%, 2016 | 408,295 | 419,479 | ||||||
Small Business Administration, 5.46%, 2016 | 337,486 | 348,698 | ||||||
Small Business Administration, 5.68%, 2016 | 388,333 | 401,671 | ||||||
Small Business Administration, 5.94%, 2016 | 160,768 | 169,305 | ||||||
Small Business Administration, 5.37%, 2016 | 174,438 | 181,817 | ||||||
|
| |||||||
$ | 6,821,854 | |||||||
U.S. Treasury Obligations - 3.3% | ||||||||
U.S. Treasury Notes, 1.5%, 2016 | $ | 49,000,000 | $ | 50,316,875 | ||||
Utilities - Electric Power - 3.7% | ||||||||
American Electric Power Co., Inc., 1.65%, 2017 | $ | 2,570,000 | $ | 2,538,564 | ||||
Duke Energy Corp., 6.3%, 2014 | 2,000,000 | 2,027,266 | ||||||
Duke Energy Corp., 3.35%, 2015 | 960,000 | 994,182 | ||||||
Duke Energy Corp., 1.625%, 2017 | 1,410,000 | 1,411,741 | ||||||
Duke Energy Indiana, Inc., FRN, 0.596%, 2016 | 1,760,000 | 1,764,312 | ||||||
Enel Finance International S.A., 3.875%, 2014 (n) | 3,300,000 | 3,382,500 | ||||||
Enel Finance International S.A., 6.25%, 2017 (n) | 670,000 | 752,939 | ||||||
Exelon Generation Co. LLC, 5.35%, 2014 | 2,500,000 | 2,523,020 | ||||||
Georgia Power Co., 6%, 2013 | 1,120,000 | 1,120,000 | ||||||
Iberdrola Finance Ireland Ltd., 3.8%, 2014 (n) | 5,150,000 | 5,265,721 | ||||||
ITC Holdings Corp., 5.875%, 2016 (n) | 2,216,000 | 2,469,156 | ||||||
NextEra Energy Capital Co., 1.2%, 2015 | 3,610,000 | 3,633,804 | ||||||
NextEra Energy Capital Holdings, Inc., 1.611%, 2014 | 2,600,000 | 2,615,049 | ||||||
NextEra Energy Capital Holdings, Inc., 1.339%, 2015 | 950,000 | 953,616 | ||||||
Niagara Mohawk Power Corp., 3.553%, 2014 (n) | 3,280,000 | 3,366,271 | ||||||
PG&E Corp., 5.75%, 2014 | 3,100,000 | 3,161,758 | ||||||
PPL WEM Holdings PLC, 3.9%, 2016 (n) | 4,710,000 | 4,936,028 | ||||||
Progress Energy, Inc., 6.05%, 2014 | 2,000,000 | 2,039,196 | ||||||
PSEG Power LLC, 2.75%, 2016 | 2,570,000 | 2,673,111 | ||||||
Southern Co., 4.15%, 2014 | 2,260,000 | 2,302,391 | ||||||
Southern Co., 2.375%, 2015 | 2,530,000 | 2,598,841 | ||||||
Southern Co., 2.45%, 2018 | 2,700,000 | 2,747,939 | ||||||
|
| |||||||
$ | 55,277,405 | |||||||
Total Bonds (Identified Cost, $1,445,103,391) | $ | 1,455,535,683 |
20
Table of Contents
Portfolio of Investments (unaudited) – continued
Money Market Funds - 3.3% | ||||||||
Issuer | Shares/Par | Value ($) | ||||||
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v) | 49,042,384 | $ | 49,042,384 | |||||
Total Investments (Identified Cost, $1,494,145,775) | $ | 1,504,578,067 | ||||||
Other Assets, Less Liabilities - (0.1)% | (1,877,101 | ) | ||||||
Net Assets - 100.0% | $ | 1,502,700,966 |
(d) | In default. Interest and/or scheduled principal payment(s) have been missed. |
(f) | All or a portion of the security has been segregated as collateral for open futures contracts. |
(i) | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $479,968,965 representing 32.0% of net assets. |
(q) | Interest received was less than stated coupon rate. |
(v) | Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(z) | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
Restricted Securities | Acquisition Date | Cost | Value | |||||||
Bayview Commercial Asset Trust, FRN, 0.48%, 2035 | 6/09/05 | $953,486 | $803,429 | |||||||
Bayview Commercial Asset Trust, FRN, 0.44%, 2036 | 2/23/06 | 818,345 | 699,777 | |||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 | 5/16/06 | 314,041 | 38,236 | |||||||
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 | 3/01/06 | 870,290 | 418,504 | |||||||
Commercial Mortgage Asset Trust, FRN, 0.487%, 2032 | 8/25/03 | 2,183 | 24,477 | |||||||
Dexia Credit Local S.A., 1.25%, 2016 | 10/10/13 | 5,195,955 | 5,233,211 | |||||||
Gramercy Real Estate Ltd., CDO, FRN, 0.558%, 2035 | 6/21/05-1/18/07 | 389,618 | 375,957 | |||||||
Kommuninvest i Sverige AB, 0.875%, 2016 | 10/08/13 | 6,330,788 | 6,353,830 | |||||||
Morgan Stanley Capital I, Inc., FRN, 1.466%, 2031 | 6/10/03 | 14,773 | 3 | |||||||
Porsche Innovative Lease Owner Trust, 2013-1, “A2”, 0.54%, 2016 | 10/30/13 | 4,999,811 | 4,999,811 | |||||||
Want Want China Finance Co., 1.875%, 2018 | 10/09/13 | 622,479 | 626,466 | |||||||
Total Restricted Securities | $19,573,701 | |||||||||
% of Net assets | 1.3% |
21
Table of Contents
Portfolio of Investments (unaudited) – continued
The following abbreviations are used in this report and are defined:
CDO | Collateralized Debt Obligation |
CLO | Collateralized Loan Obligation |
FRN | Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end. |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
Derivative Contracts at 10/31/13
Futures Contracts Outstanding at 10/31/13
Description | Currency | Contracts | Value | Expiration Date | Unrealized Appreciation (Depreciation) | |||||||||||||
Liability Derivatives | ||||||||||||||||||
Interest Rate Futures | ||||||||||||||||||
U.S. Treasury Note 5 yr (Short) | USD | 101 | $12,290,438 | December - 2013 | $(218,924 | ) | ||||||||||||
|
|
At October 31, 2013, the fund had liquid securities with an aggregate value of $117,496 to cover any commitments for certain derivative contracts.
Cleared Swap Agreements at 10/31/13
Expiration | Notional Amount | Counterparty | Cash Flows to Receive | Cash Flows to Pay | Fair Value | |||||||||
Asset Derivatives | ||||||||||||||
Credit Default Swap Agreements | ||||||||||||||
12/20/18 | USD 20,000,000 | Merrill Lynch International (a | ) | 1.00% (fixed rate) | (1) | $293,404 | ||||||||
|
(1) | Fund, as protection seller, to pay notional amount upon a defined credit event by a reference obligation specified in the CDX.NA.IG.21, a BBB+ rated credit default index. The fund entered into the contract to manage market/sector exposure. |
(a) | Net unamortized premiums paid by the fund amounted to $161,810. |
The credit ratings presented here are an indicator of the current payment/performance risk of the related swap agreement, the reference obligation for which may be either a single security or, in the case of a credit default index, a basket of securities issued by corporate or sovereign issuers. Ratings are assigned to each reference security, including each individual security within a reference basket of securities, utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). The ratings for a credit default index are calculated by MFS as a weighted average of the external credit ratings of the individual securities that compose the index’s reference basket of securities.
See Notes to Financial Statements
22
Table of Contents
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 10/31/13 (unaudited)
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets | ||||
Investments- | ||||
Non-affiliated issuers, at value (identified cost, $1,445,103,391) | $1,455,535,683 | |||
Underlying affiliated funds, at cost and value | 49,042,384 | |||
Total investments, at value (identified cost, $1,494,145,775) | $1,504,578,067 | |||
Deposits with brokers | 105,092 | |||
Receivables for | ||||
Daily variation margin on open cleared swap contracts | 293,404 | |||
Fund shares sold | 8,183,969 | |||
Interest | 8,002,535 | |||
Total assets | $1,521,163,067 | |||
Liabilities | ||||
Payable to custodian | $6,664 | |||
Payables for | ||||
Distributions | 332,665 | |||
Due to brokers (Net unamortized premiums $161,810) | 174,197 | |||
Daily variation margin on open futures contracts | 218,924 | |||
Investments purchased | 11,529,504 | |||
Fund shares reacquired | 5,190,650 | |||
Payable to affiliates | ||||
Investment adviser | 30,488 | |||
Shareholder servicing costs | 823,585 | |||
Distribution and service fees | 18,950 | |||
Program manager fees | 171 | |||
Payable for independent Trustees’ compensation | 5,781 | |||
Accrued expenses and other liabilities | 130,522 | |||
Total liabilities | $18,462,101 | |||
Net assets | $1,502,700,966 | |||
Net assets consist of | ||||
Paid-in capital | $1,586,925,524 | |||
Unrealized appreciation (depreciation) on investments | 10,344,962 | |||
Accumulated net realized gain (loss) on investments | (90,642,844 | ) | ||
Accumulated distributions in excess of net investment income | (3,926,676 | ) | ||
Net assets | $1,502,700,966 | |||
Shares of beneficial interest outstanding | 247,843,379 |
23
Table of Contents
Statement of Assets and Liabilities (unaudited) – continued
Net assets | Shares outstanding | Net asset value per share (a) | ||||||||||
Class A | $602,419,959 | 99,207,232 | $6.07 | |||||||||
Class B | 9,083,893 | 1,500,086 | 6.06 | |||||||||
Class C | 194,378,499 | 32,040,329 | 6.07 | |||||||||
Class I | 244,982,640 | 40,534,946 | 6.04 | |||||||||
Class R1 | 594,001 | 98,108 | 6.05 | |||||||||
Class R2 | 4,306,922 | 709,414 | 6.07 | |||||||||
Class R3 | 8,361,512 | 1,378,555 | 6.07 | |||||||||
Class R4 | 1,041,227 | 171,418 | 6.07 | |||||||||
Class R5 | 374,989,164 | 61,901,209 | 6.06 | |||||||||
Class 529A | 37,690,836 | 6,207,421 | 6.07 | |||||||||
Class 529B | 1,913,515 | 316,277 | 6.05 | |||||||||
Class 529C | 22,938,798 | 3,778,384 | 6.07 |
(a) | Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $6.23 [100 / 97.5 x $6.07] and $6.23 [100 / 97.5 x $6.07], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R5, and 529A. |
See Notes to Financial Statements
24
Table of Contents
Financial Statements
Six months ended 10/31/13 (unaudited)
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income | ||||
Income | ||||
Interest | $15,080,277 | |||
Dividends from underlying affiliated funds | 30,258 | |||
Total investment income | $15,110,535 | |||
Expenses | ||||
Management fee | $2,865,167 | |||
Distribution and service fees | 2,021,944 | |||
Program manager fees | 30,152 | |||
Shareholder servicing costs | 774,164 | |||
Administrative services fee | 92,717 | |||
Independent Trustees’ compensation | 15,409 | |||
Custodian fee | 95,840 | |||
Shareholder communications | 87,054 | |||
Audit and tax fees | 30,625 | |||
Legal fees | 7,412 | |||
Miscellaneous | 111,278 | |||
Total expenses | $6,131,762 | |||
Fees paid indirectly | (38 | ) | ||
Reduction of expenses by investment adviser and distributor | (359,703 | ) | ||
Net expenses | $5,772,021 | |||
Net investment income | $9,338,514 | |||
Realized and unrealized gain (loss) on investments | ||||
Realized gain (loss) (identified cost basis) | ||||
Investments | $280,953 | |||
Futures contracts | 303,148 | |||
Swap agreements | 24,989 | |||
Net realized gain (loss) on investments | $609,090 | |||
Change in unrealized appreciation (depreciation) | ||||
Investments | $(10,044,019 | ) | ||
Futures contracts | (153,062 | ) | ||
Swap agreements | 131,594 | |||
Net unrealized gain (loss) on investments | $(10,065,487 | ) | ||
Net realized and unrealized gain (loss) on investments | $(9,456,397 | ) | ||
Change in net assets from operations | $(117,883 | ) |
See Notes to Financial Statements
25
Table of Contents
Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||
Change in net assets | (unaudited) | |||||||
From operations | ||||||||
Net investment income | $9,338,514 | $22,760,079 | ||||||
Net realized gain (loss) on investments | 609,090 | 1,538,676 | ||||||
Net unrealized gain (loss) on investments | (10,065,487 | ) | 3,477,842 | |||||
Change in net assets from operations | $(117,883 | ) | $27,776,597 | |||||
Distributions declared to shareholders | ||||||||
From net investment income | $(11,527,979 | ) | $(27,672,264 | ) | ||||
Change in net assets from fund share transactions | $169,591,918 | $103,612,059 | ||||||
Total change in net assets | $157,946,056 | $103,716,392 | ||||||
Net assets | ||||||||
At beginning of period | 1,344,754,910 | 1,241,038,518 | ||||||
At end of period (including accumulated distributions in excess of net investment income of $3,926,676 and $1,737,211, respectively) | $1,502,700,966 | $1,344,754,910 |
See Notes to Financial Statements
26
Table of Contents
Financial Statements
The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class A | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.13 | $6.13 | $6.19 | $6.23 | $5.90 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.04 | $0.12 | $0.14 | $0.17 | $0.21 | $0.25 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.02 | (0.02 | ) | 0.00 | (w) | 0.36 | (0.34 | ) | ||||||||||||||
Total from investment operations | $(0.01 | ) | $0.14 | $0.12 | $0.17 | $0.57 | $(0.09 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.05 | ) | $(0.14 | ) | $(0.18 | ) | $(0.21 | ) | $(0.24 | ) | $(0.29 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.13 | $6.13 | $6.19 | $6.23 | $5.90 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (0.14 | )(n) | 2.33 | 1.96 | 2.72 | 9.87 | (1.41 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.84 | (a) | 0.85 | 0.85 | 0.85 | 0.84 | 0.82 | |||||||||||||||||
Expenses after expense | 0.73 | (a) | 0.75 | 0.75 | 0.75 | 0.75 | 0.69 | |||||||||||||||||
Net investment income | 1.38 | (a) | 1.92 | 2.34 | 2.75 | 3.39 | 4.26 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $602,420 | $583,224 | $632,661 | $702,266 | $705,470 | $531,374 |
See Notes to Financial Statements
27
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class B | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.11 | $6.11 | $6.18 | $6.21 | $5.88 | $6.26 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.02 | $0.07 | $0.10 | $0.13 | $0.17 | $0.21 | ||||||||||||||||||
Net realized and unrealized | (0.04 | ) | 0.03 | (g) | (0.04 | )(g) | 0.00 | (w) | 0.36 | (0.35 | ) | |||||||||||||
Total from investment operations | $(0.02 | ) | $0.10 | $0.06 | $0.13 | $0.53 | $(0.14 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.03 | ) | $(0.10 | ) | $(0.13 | ) | $(0.16 | ) | $(0.20 | ) | $(0.24 | ) | ||||||||||||
Net asset value, end of period (x) | $6.06 | $6.11 | $6.11 | $6.18 | $6.21 | $5.88 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (0.35 | )(n) | 1.57 | 1.02 | 2.12 | 9.06 | (2.17 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.59 | (a) | 1.60 | 1.60 | 1.60 | 1.59 | 1.58 | |||||||||||||||||
Expenses after expense | 1.49 | (a) | 1.50 | 1.51 | 1.51 | 1.51 | 1.44 | |||||||||||||||||
Net investment income | 0.63 | (a) | 1.18 | 1.61 | 2.06 | 2.71 | 3.57 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $9,084 | $7,585 | $10,056 | $16,641 | $35,642 | $50,394 |
See Notes to Financial Statements
28
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class C | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.12 | $6.12 | $6.19 | $6.22 | $5.89 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.02 | $0.07 | $0.09 | $0.12 | $0.15 | $0.20 | ||||||||||||||||||
Net realized and unrealized | (0.04 | ) | 0.02 | (0.03 | )(g) | 0.00 | (w) | 0.37 | (0.35 | ) | ||||||||||||||
Total from investment operations | $(0.02 | ) | $0.09 | $0.06 | $0.12 | $0.52 | $(0.15 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.03 | ) | $(0.09 | ) | $(0.13 | ) | $(0.15 | ) | $(0.19 | ) | $(0.24 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.12 | $6.12 | $6.19 | $6.22 | $5.89 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (0.40 | )(n) | 1.46 | 0.93 | 2.02 | 8.95 | (2.42 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.59 | (a) | 1.60 | 1.60 | 1.60 | 1.62 | 1.67 | |||||||||||||||||
Expenses after expense | 1.59 | (a) | 1.60 | 1.60 | 1.60 | 1.60 | 1.54 | |||||||||||||||||
Net investment income | 0.54 | (a) | 1.07 | 1.49 | 1.90 | 2.51 | 3.39 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $194,379 | $212,060 | $224,122 | $234,829 | $234,584 | $121,612 |
See Notes to Financial Statements
29
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class I | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.10 | $6.11 | $6.17 | $6.21 | $5.88 | $6.26 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.05 | $0.13 | $0.15 | $0.18 | $0.22 | $0.27 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.01 | (g) | (0.02 | ) | 0.00 | (w) | 0.36 | (0.35 | ) | |||||||||||||
Total from investment operations | $0.00 | (w) | $0.14 | $0.13 | $0.18 | $0.58 | $(0.08 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.06 | ) | $(0.15 | ) | $(0.19 | ) | $(0.22 | ) | $(0.25 | ) | $(0.30 | ) | ||||||||||||
Net asset value, end of period (x) | $6.04 | $6.10 | $6.11 | $6.17 | $6.21 | $5.88 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (0.06 | )(n) | 2.31 | 2.11 | 2.87 | 10.05 | (1.29 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.59 | (a) | 0.60 | 0.60 | 0.60 | 0.62 | 0.68 | |||||||||||||||||
Expenses after expense | 0.58 | (a) | 0.60 | 0.60 | 0.60 | 0.60 | 0.54 | |||||||||||||||||
Net investment income | 1.49 | (a) | 2.14 | 2.48 | 2.88 | 3.52 | 4.50 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $244,983 | $130,703 | $310,572 | $212,086 | $147,616 | $76,526 |
See Notes to Financial Statements
30
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R1 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.11 | $6.11 | $6.17 | $6.21 | $5.88 | $6.26 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.02 | $0.07 | $0.09 | $0.12 | $0.16 | $0.21 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.02 | (0.02 | ) | (0.01 | )(g) | 0.36 | (0.35 | ) | ||||||||||||||
Total from investment operations | $(0.03 | ) | $0.09 | $0.07 | $0.11 | $0.52 | $(0.14 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.03 | ) | $(0.09 | ) | $(0.13 | ) | $(0.15 | ) | $(0.19 | ) | $(0.24 | ) | ||||||||||||
Net asset value, end of period (x) | $6.05 | $6.11 | $6.11 | $6.17 | $6.21 | $5.88 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (0.56 | )(n) | 1.46 | 1.09 | 1.85 | 8.96 | (2.27 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.59 | (a) | 1.60 | 1.60 | 1.60 | 1.62 | 1.67 | |||||||||||||||||
Expenses after expense | 1.59 | (a) | 1.60 | 1.60 | 1.60 | 1.60 | 1.54 | |||||||||||||||||
Net investment income | 0.54 | (a) | 1.08 | 1.51 | 1.93 | 2.57 | 3.45 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $594 | $616 | $675 | $963 | $1,164 | $1,046 |
See Notes to Financial Statements
31
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R2 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.13 | $6.12 | $6.19 | $6.23 | $5.90 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.03 | $0.10 | $0.13 | $0.16 | $0.19 | $0.24 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.04 | (g) | (0.04 | )(g) | (0.01 | )(g) | 0.37 | (0.35 | ) | |||||||||||||
Total from investment operations | $(0.02 | ) | $0.14 | $0.09 | $0.15 | $0.56 | $(0.11 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.04 | ) | $(0.13 | ) | $(0.16 | ) | $(0.19 | ) | $(0.23 | ) | $(0.27 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.13 | $6.12 | $6.19 | $6.23 | $5.90 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (0.26 | )(n) | 2.24 | 1.54 | 2.46 | 9.59 | (1.66 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.09 | (a) | 1.10 | 1.10 | 1.10 | 1.12 | 1.17 | |||||||||||||||||
Expenses after expense | 0.99 | (a) | 1.00 | 1.00 | 1.00 | 1.00 | 0.93 | |||||||||||||||||
Net investment income | 1.13 | (a) | 1.67 | 2.10 | 2.51 | 3.16 | 4.05 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $4,307 | $4,189 | $4,869 | $6,134 | $5,999 | $4,983 |
See Notes to Financial Statements
32
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R3 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.12 | $6.12 | $6.19 | $6.22 | $5.89 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.04 | $0.11 | $0.14 | $0.16 | $0.19 | $0.25 | ||||||||||||||||||
Net realized and unrealized | (0.04 | ) | 0.02 | (0.04 | )(g) | 0.01 | 0.38 | (0.36 | ) | |||||||||||||||
Total from investment operations | $0.00 | (w) | $0.13 | $0.10 | $0.17 | $0.57 | $(0.11 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.05 | ) | $(0.13 | ) | $(0.17 | ) | $(0.20 | ) | $(0.24 | ) | $(0.28 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.12 | $6.12 | $6.19 | $6.22 | $5.89 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (0.02 | )(n) | 2.22 | 1.69 | 2.78 | 9.77 | (1.68 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.84 | (a) | 0.85 | 0.85 | 0.85 | 0.89 | 0.92 | |||||||||||||||||
Expenses after expense | 0.84 | (a) | 0.85 | 0.85 | 0.85 | 0.85 | 0.78 | |||||||||||||||||
Net investment income | 1.28 | (a) | 1.81 | 2.23 | 2.64 | 3.14 | 4.20 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $8,362 | $8,014 | $8,109 | $6,714 | $5,757 | $577 |
See Notes to Financial Statements
33
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R4 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.13 | $6.13 | $6.19 | $6.23 | $5.90 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.05 | $0.13 | $0.15 | $0.18 | $0.21 | $0.27 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.02 | (0.02 | ) | 0.00 | (w) | 0.37 | (0.35 | ) | ||||||||||||||
Total from investment operations | $0.00 | (w) | $0.15 | $0.13 | $0.18 | $0.58 | $(0.08 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.06 | ) | $(0.15 | ) | $(0.19 | ) | $(0.22 | ) | $(0.25 | ) | $(0.30 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.13 | $6.13 | $6.19 | $6.23 | $5.90 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (0.06 | )(n) | 2.48 | 2.11 | 2.87 | 10.03 | (1.26 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.59 | (a) | 0.60 | 0.60 | 0.60 | 0.63 | 0.68 | |||||||||||||||||
Expenses after expense | 0.59 | (a) | 0.60 | 0.60 | 0.60 | 0.60 | 0.54 | |||||||||||||||||
Net investment income | 1.52 | (a) | 2.06 | 2.49 | 2.88 | 3.37 | 4.44 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $1,041 | $904 | $839 | $855 | $691 | $55 |
See Notes to Financial Statements
34
Table of Contents
Financial Highlights – continued
Class R5 | Six months ended 10/31/13 | Period ended 4/30/13 (i) | ||||||
(unaudited) | ||||||||
Net asset value, beginning | $6.11 | $6.12 | ||||||
Income (loss) from investment operations | ||||||||
Net investment income (d) | $0.05 | $0.08 | ||||||
Net realized and unrealized | (0.04 | ) | 0.00 | (w) | ||||
Total from investment operations | $0.01 | $0.08 | ||||||
Less distributions declared to shareholders | ||||||||
From net investment income | $(0.06 | ) | $(0.09 | ) | ||||
Net asset value, end of period (x) | $6.06 | $6.11 | ||||||
Total return (%) (r)(s)(x) | 0.14 | (n) | 1.39 | (n) | ||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||
Expenses before expense | 0.51 | (a) | 0.53 | (a) | ||||
Expenses after expense | 0.51 | (a) | 0.53 | (a) | ||||
Net investment income | 1.60 | (a) | 1.99 | (a) | ||||
Portfolio turnover | 14 | (n) | 34 | |||||
Net assets at end of period | $374,989 | $337,605 |
See Notes to Financial Statements
35
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class 529A | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.13 | $6.13 | $6.19 | $6.23 | $5.90 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.04 | $0.11 | $0.14 | $0.16 | $0.20 | $0.25 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.03 | (g) | (0.02 | ) | 0.00 | (w) | 0.37 | (0.35 | ) | |||||||||||||
Total from investment operations | $(0.01 | ) | $0.14 | $0.12 | $0.16 | $0.57 | $(0.10 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.05 | ) | $(0.14 | ) | $(0.18 | ) | $(0.20 | ) | $(0.24 | ) | $(0.28 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.13 | $6.13 | $6.19 | $6.23 | $5.90 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (0.16 | )(n) | 2.27 | 1.90 | 2.62 | 9.76 | (1.60 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.94 | (a) | 0.95 | 0.95 | 0.95 | 0.97 | 1.11 | |||||||||||||||||
Expenses after expense | 0.78 | (a) | 0.80 | 0.81 | 0.85 | 0.85 | 0.87 | |||||||||||||||||
Net investment income | 1.33 | (a) | 1.85 | 2.27 | 2.64 | 3.28 | 4.10 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $37,691 | $35,126 | $28,311 | $22,743 | $16,907 | $8,852 |
See Notes to Financial Statements
36
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class 529B | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.10 | $6.10 | $6.17 | $6.20 | $5.87 | $6.25 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.02 | $0.07 | $0.09 | $0.12 | $0.16 | $0.21 | ||||||||||||||||||
Net realized and unrealized | (0.04 | ) | 0.02 | (0.03 | )(g) | 0.00 | (w) | 0.36 | (0.36 | ) | ||||||||||||||
Total from investment operations | $(0.02 | ) | $0.09 | $0.06 | $0.12 | $0.52 | $(0.15 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.03 | ) | $(0.09 | ) | $(0.13 | ) | $(0.15 | ) | $(0.19 | ) | $(0.23 | ) | ||||||||||||
Net asset value, end of period (x) | $6.05 | $6.10 | $6.10 | $6.17 | $6.20 | $5.87 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (0.38 | )(n) | 1.50 | 0.96 | 2.00 | 8.96 | (2.29 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.69 | (a) | 1.70 | 1.70 | 1.70 | 1.69 | 1.68 | |||||||||||||||||
Expenses after expense | 1.55 | (a) | 1.56 | 1.57 | 1.61 | 1.61 | 1.55 | |||||||||||||||||
Net investment income | 0.57 | (a) | 1.12 | 1.53 | 1.93 | 2.56 | 3.46 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $1,914 | $1,849 | $1,915 | $1,735 | $2,008 | $1,355 |
See Notes to Financial Statements
37
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class 529C | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $6.13 | $6.12 | $6.19 | $6.23 | $5.89 | $6.28 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.01 | $0.06 | $0.09 | $0.11 | $0.15 | $0.20 | ||||||||||||||||||
Net realized and unrealized | (0.05 | ) | 0.04 | (g) | (0.04 | )(g) | 0.00 | (w) | 0.38 | (0.36 | ) | |||||||||||||
Total from investment operations | $(0.04 | ) | $0.10 | $0.05 | $0.11 | $0.53 | $(0.16 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.02 | ) | $(0.09 | ) | $(0.12 | ) | $(0.15 | ) | $(0.19 | ) | $(0.23 | ) | ||||||||||||
Net asset value, end of period (x) | $6.07 | $6.13 | $6.12 | $6.19 | $6.23 | $5.89 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (0.58 | )(n) | 1.58 | 0.87 | 1.75 | 9.02 | (2.52 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.69 | (a) | 1.70 | 1.70 | 1.70 | 1.72 | 1.78 | |||||||||||||||||
Expenses after expense | 1.63 | (a) | 1.65 | 1.66 | 1.70 | 1.70 | 1.64 | |||||||||||||||||
Net investment income | 0.49 | (a) | 1.01 | 1.43 | 1.79 | 2.43 | 3.34 | |||||||||||||||||
Portfolio turnover | 14 | (n) | 34 | 27 | 26 | 28 | 27 | |||||||||||||||||
Net assets at end of period | $22,939 | $22,880 | $18,909 | $16,254 | $12,364 | $6,256 |
(a) | Annualized. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(g) | The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time. |
(i) | For the period from the class inception, September 4, 2012, through the stated period end. |
(n) | Not annualized. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(t) | Total returns do not include any applicable sales charges. |
(w) | Per share amount was less than $0.01. |
(x) | The net asset values per share and total returns 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
38
Table of Contents
(unaudited)
(1) Business and Organization
MFS Limited Maturity Fund (the fund) is a series of MFS Series Trust IX (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.
(2) Significant Accounting Policies
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.
In this reporting period, the fund adopted the disclosure provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of financial position or subject to a Master Netting Agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions. The disclosures required by ASU 2011-11, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
In June 2013, the FASB issued Accounting Standards Update 2013-08 Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”) which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company’s non-controlling ownership interest in another investment company. FASB has determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08’s criteria for an investment company.
39
Table of Contents
Notes to Financial Statements (unaudited) – continued
Although still evaluating the potential impacts of ASU 2013-08 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
Investment Valuations – Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. 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. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the
40
Table of Contents
Notes to Financial Statements (unaudited) – continued
fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures contracts and swap agreements. The following is a summary of the levels used as of October 31, 2013 in valuing the fund’s assets or liabilities:
Investments at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Equity Securities | $— | $— | $— | $— | ||||||||||||
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | — | 57,138,728 | — | 57,138,728 | ||||||||||||
Non-U.S. Sovereign Debt | — | 162,767,565 | — | 162,767,565 | ||||||||||||
Municipal Bonds | — | 7,038,679 | — | 7,038,679 | ||||||||||||
U.S. Corporate Bonds | — | 562,393,718 | — | 562,393,718 | ||||||||||||
Residential Mortgage-Backed Securities | — | 45,687,177 | — | 45,687,177 | ||||||||||||
Commercial Mortgage-Backed Securities | — | 16,795,341 | — | 16,795,341 | ||||||||||||
Asset-Backed Securities (including CDOs) | — | 139,073,314 | — | 139,073,314 | ||||||||||||
Foreign Bonds | — | 464,641,161 | — | 464,641,161 | ||||||||||||
Mutual Funds | 49,042,384 | — | — | 49,042,384 | ||||||||||||
Total Investments | $49,042,384 | $1,455,535,683 | $— | $1,504,578,067 | ||||||||||||
Other Financial Instruments | ||||||||||||||||
Futures Contracts | $(218,924 | ) | $— | $— | $(218,924 | ) | ||||||||||
Swap Agreements | — | 293,404 | — | 293,404 |
For further information regarding security characteristics, see the Portfolio of Investments.
Derivatives – The fund uses derivatives for different purposes, primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging
41
Table of Contents
Notes to Financial Statements (unaudited) – continued
can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by the fund were futures contracts and swap agreements. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2013 as reported in the Statement of Assets and Liabilities:
Fair Value (a) | ||||||||||
Risk | Derivative Contracts | Asset Derivatives | Liability Derivatives | |||||||
Interest Rate | Interest Rate Futures | $— | $ | (218,924 | ) | |||||
Credit | Credit Default Swaps | 293,404 | — | |||||||
Total | $293,404 | $ | (218,924 | ) |
(a) | The value of futures contracts and cleared swap agreements outstanding includes cumulative appreciation (depreciation) as reported in the fund’s Portfolio of investments. The current day variation margin for futures contracts and cleared swaps is separately reported within the fund’s Statement of Assets and Liabilities. |
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended October 31, 2013 as reported in the Statement of Operations:
Risk | Futures Contracts | Swap Agreements | ||||||
Interest Rate | $303,148 | $— | ||||||
Credit | — | 24,989 | ||||||
Total | $303,148 | $24,989 |
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the six months ended October 31, 2013 as reported in the Statement of Operations:
Risk | Futures Contracts | Swap Agreements | ||||||
Interest Rate | $(153,062 | ) | $— | |||||
Credit | — | 131,594 | ||||||
Total | $(153,062 | ) | $131,594 |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, over-the-counter derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The ISDA Master Agreement gives each party to the agreement the right to terminate all
42
Table of Contents
Notes to Financial Statements (unaudited) – continued
transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. Margin requirements are set by the broker or clearing house for cleared derivatives (i.e., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forward foreign currency exchange contracts, uncleared swap agreements, and over-the-counter options). For derivatives traded under an ISDA Master Agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as “Deposits with brokers”. Securities pledged as collateral or margin for the same purpose, if any, is noted in the Portfolio of Investments.
The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty.
Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
43
Table of Contents
Notes to Financial Statements (unaudited) – continued
Swap Agreements – During the period the fund entered into swap agreements. Effective June 10, 2013, certain types of swaps (“cleared swaps”) are required to be centrally cleared under provisions of the Dodd-Frank Regulatory Reform Bill. In a cleared swap transaction, the swap agreement is novated to a central counterparty (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.
A swap agreement is generally an exchange of cash payments, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. The net cash payments exchanged are recorded as a realized gain or loss on swap agreements in the Statement of Operations. The value of the swap agreement, which is adjusted daily and includes any related interest accruals to be paid or received by the fund, is recorded in the Statement of Assets and Liabilities. The daily change in value, including any related interest accruals to be paid or received, is recorded as unrealized appreciation or depreciation on swap agreements in the Statement of Operations. The daily change in valuation of centrally cleared swaps is recorded as a receivable or payable for variation margin in the Statement of Assets and Liabilities. Amounts paid or received at the inception of the swap agreement are reflected as premiums paid or received in the Statement of Assets and Liabilities and are amortized using the effective interest method over the term of the agreement. 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.
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. To address counterparty risk, swap agreements are limited to only highly-rated counterparties. For uncleared swaps, that risk is further reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. Although not covered by an ISDA Master Agreement, the fund’s counterparty risk due to cleared swaps is mitigated by the clearinghouses’ margining requirements and financial safeguards in the event of a clearing broker default.
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 based on a fixed percentage applied to the agreement notional amount to the protection seller 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 rare 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
44
Table of Contents
Notes to Financial Statements (unaudited) – continued
ISDA Credit Derivatives Definitions as amended by the relevant agreement. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap agreement’s notional amount is recorded as realized gain or loss on swap agreements in the Statement of Operations.
Credit default swap agreements are considered to have credit-risk-related contingent features since they trigger payment by the protection seller to the protection buyer upon the occurrence of a defined credit event. The maximum amount of future, undiscounted payments that the fund, as protection seller, could be required to make is equal to the swap agreement’s notional amount. The protection seller’s payment obligation would be offset to the extent of the value of the agreement’s deliverable obligation. At October 31, 2013, the fund did not hold any credit default swap agreements at an unrealized loss where it is the protection seller.
The fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the agreement. For uncleared swaps, counterparty risk is reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. For cleared swaps, the fund’s counterparty risk is mitigated by the clearinghouses’ margining requirements and financial safeguards in the event of a clearing broker default.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized
45
Table of Contents
Notes to Financial Statements (unaudited) – continued
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.
Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the six months ended October 31, 2013, is shown as a reduction of total expenses in the Statement of Operations.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate expiration of capital loss carryforwards and amortization and accretion of debt securities.
The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:
4/30/13 | ||||
Ordinary income (including any short-term capital gains) (a) | $27,672,264 |
46
Table of Contents
Notes to Financial Statements (unaudited) – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/13 | ||||
Cost of investments | $1,494,145,776 | |||
Gross appreciation | 19,403,236 | |||
Gross depreciation | (8,970,945 | ) | ||
Net unrealized appreciation (depreciation) | $10,432,291 | |||
As of 4/30/13 | ||||
Undistributed ordinary income | 205,785 | |||
Capital loss carryforwards | (80,193,557 | ) | ||
Post-October capital loss deferral | (1,026,021 | ) | ||
Other temporary differences | (1,942,996 | ) | ||
Net unrealized appreciation (depreciation) | 10,378,093 |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after April 30, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.
As of April 30, 2013, the fund had capital loss carryforwards available to offset future realized gains as follows:
Pre-enactment losses which expire as follows: | ||||
4/30/14 | $(16,764,678 | ) | ||
4/30/15 | (11,871,035 | ) | ||
4/30/16 | (12,189,538 | ) | ||
4/30/17 | (11,740,197 | ) | ||
4/30/18 | (9,393,942 | ) | ||
4/30/19 | (9,431,348 | ) | ||
Total | $(71,390,738 | ) | ||
Post-enactment losses which are characterized as follows: | ||||
Short-Term | $ (797,748 | ) | ||
Long-Term | (8,005,071 | ) | ||
Total | $(8,802,819 | ) |
Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight
47
Table of Contents
Notes to Financial Statements (unaudited) – continued
years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
From net investment income | ||||||||
Six months ended 10/31/13 | Year ended 4/30/13 (i) | |||||||
Class A | $5,051,959 | $13,867,693 | ||||||
Class B | 38,130 | 137,692 | ||||||
Class C | 874,869 | 3,154,673 | ||||||
Class I | 1,682,546 | 4,890,360 | ||||||
Class R1 | 2,505 | 9,397 | ||||||
Class R2 | 29,465 | 95,807 | ||||||
Class R3 | 65,202 | 184,247 | ||||||
Class R4 | 8,040 | 21,052 | ||||||
Class R5 | 3,385,845 | 4,315,528 | ||||||
Class 529A | 292,117 | 692,401 | ||||||
Class 529B | 8,198 | 28,021 | ||||||
Class 529C | 89,103 | 275,393 | ||||||
Total | $11,527,979 | $27,672,264 |
(i) | For Class R5, the period is from inception, September 4, 2012, through the stated period end. |
(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 0.40% of the fund’s average daily net assets.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the six months ended October 31, 2013, this management fee reduction amounted to $6,487, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the six months ended October 31, 2013 was equivalent to an annual effective rate of 0.40% of the fund’s average daily net assets.
Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $77,827 and $3,007 for the six months ended October 31, 2013, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.
The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.
The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
48
Table of Contents
Notes to Financial Statements (unaudited) – continued
Distribution Plan Fee Table:
Distribution Fee Rate (d) | Service Fee Rate (d) | Total Distribution Plan (d) | Annual Effective Rate (e) | Distribution and Service Fee | ||||||||||||||||
Class A | — | 0.25% | 0.25% | 0.15% | $751,523 | |||||||||||||||
Class B | 0.75% | 0.25% | 1.00% | 0.90% | 41,166 | |||||||||||||||
Class C | 0.75% | 0.25% | 1.00% | 1.00% | 1,038,557 | |||||||||||||||
Class R1 | 0.75% | 0.25% | 1.00% | 1.00% | 2,983 | |||||||||||||||
Class R2 | 0.25% | 0.25% | 0.50% | 0.40% | 10,271 | |||||||||||||||
Class R3 | — | 0.25% | 0.25% | 0.25% | 10,303 | |||||||||||||||
Class 529A | — | 0.25% | 0.25% | 0.15% | 44,795 | |||||||||||||||
Class 529B | 0.75% | 0.25% | 1.00% | 0.91% | 9,395 | |||||||||||||||
Class 529C | 0.75% | 0.25% | 1.00% | 0.99% | 112,951 | |||||||||||||||
Total Distribution and Service Fees | $2,021,944 |
(d) | In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below. |
(e) | The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 2013 based on each class’ average daily net assets. 0.10% of the Class A and Class 529A service fee is currently being waived under a written waiver arrangement. For the six months ended October 31, 2013, this waiver amounted to $318,525 and is reflected as a reduction of total expenses in the Statement of Operations. For one year from the date of sale of Class B and Class 529B shares, assets attributable to such Class B and Class 529B shares are subject to the 0.25% annual Class B and Class 529B service fee. On assets attributable to all other Class B and Class 529B shares, 0.15% of the Class B and Class 529B service fee is being paid by the fund and 0.10% of the Class B and Class 529B service fee is currently being waived under a written waiver agreement. For the six months ended October 31, 2013, this waiver amounted to $4,971 for Class B and Class 529B shares, and is reflected as a reduction of total expenses in the Statement of Operations. 0.10% of the Class R2 distribution fee is currently being waived under a written waiver agreement. For the six months ended October 31, 2013, this waiver amounted to $2,054 and is reflected as a reduction of total expenses in the Statement of Operations. These written waiver agreements will continue until modified by the fund’s Board of Trustees, but such agreements will continue at least until August 31, 2014. Effective April 1, 2013, MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the period April 1, 2013 through October 31, 2013, this rebate amounted to $8,746, $1, $124, $894, $33, and $1,042, for Class A, Class B, Class C, Class 529A, Class 529B, and Class 529C, respectively, and is reflected as a reduction of total expenses in the Statement of Operations. |
Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption
49
Table of Contents
Notes to Financial Statements (unaudited) – continued
within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 2013, were as follows:
Amount | ||||
Class A | $24,351 | |||
Class B | 5,698 | |||
Class C | 26,626 | |||
Class 529B | 36 | |||
Class 529C | 76 |
The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on August 31, 2014, unless MFD elects to extend the waiver. For the six months ended October 31, 2013, this waiver amounted to $15,077 and is reflected as a reduction of total expenses in the Statement of Operations. The program manager fee incurred for the six months ended October 31, 2013 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the six months ended October 31, 2013, were as follows:
Fee | Waiver | |||||||
Class 529A | $17,918 | $8,959 | ||||||
Class 529B | 939 | 470 | ||||||
Class 529C | 11,295 | 5,648 | ||||||
Total Program Manager Fees and Waivers | $30,152 | $15,077 |
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the six months ended October 31, 2013, the fee was $164,375, which equated to 0.0229% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the six months ended October 31, 2013, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $491,139.
Under a Special Servicing Agreement among MFS, each MFS fund which invests in other MFS funds (“MFS fund-of-funds”) and certain underlying funds in which a MFS fund-of-funds invests (“underlying funds”), each underlying fund may pay a portion of each MFS fund-of-fund’s transfer agent-related expenses, including sub-accounting
50
Table of Contents
Notes to Financial Statements (unaudited) – continued
fees payable to financial intermediaries, to the extent such payments do not exceed the benefits realized or expected to be realized by the underlying fund from the investment in the underlying fund by the MFS fund-of-fund. For the six months ended October 31, 2013, these costs for the fund amounted to $118,650 and are reflected in the “Shareholder servicing costs” in the Statement of Operations.
Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially 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 six months ended October 31, 2013 was equivalent to an annual effective rate of 0.0129% of the fund’s average daily net assets.
Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $64 and is included in independent Trustees’ compensation for the six months ended October 31, 2013. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $5,771 at October 31, 2013, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.
Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the six months ended October 31, 2013, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $4,232 and are included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $1,749, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.
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.
51
Table of Contents
Notes to Financial Statements (unaudited) – continued
Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
(4) Portfolio Securities
Purchases and sales of investments, other and short-term obligations, were as follows:
Purchases | Sales | |||||||
U.S. Government securities | $62,817,992 | $16,346,680 | ||||||
Investments (non-U.S. Government securities) | $275,186,611 | $169,643,703 |
(5) Shares of Beneficial Interest
The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
Six months ended 10/31/13 | Year ended 4/30/13 (i) | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares sold | ||||||||||||||||
Class A | 25,558,924 | $155,198,702 | 27,796,786 | $170,293,730 | ||||||||||||
Class B | 636,905 | 3,851,378 | 492,292 | 3,008,299 | ||||||||||||
Class C | 5,345,533 | 32,431,509 | 8,657,142 | 52,997,594 | ||||||||||||
Class I | 32,501,979 | 196,141,087 | 24,488,550 | 149,433,735 | ||||||||||||
Class R1 | 7,460 | 45,160 | 24,951 | 152,353 | ||||||||||||
Class R2 | 156,265 | 948,351 | 357,204 | 2,187,124 | ||||||||||||
Class R3 | 166,301 | 1,007,798 | 264,364 | 1,618,415 | ||||||||||||
Class R4 | 58,782 | 356,648 | 18,143 | 111,292 | ||||||||||||
Class R5 | 7,303,825 | 44,224,329 | 54,888,478 | 335,868,553 | ||||||||||||
Class 529A | 1,517,787 | 9,200,458 | 2,738,371 | 16,770,217 | ||||||||||||
Class 529B | 130,770 | 789,954 | 217,671 | 1,328,939 | ||||||||||||
Class 529C | 856,572 | 5,193,263 | 1,742,076 | 10,669,278 | ||||||||||||
74,241,103 | $449,388,637 | 121,686,028 | $744,439,529 | |||||||||||||
Shares issued to shareholders in reinvestment of distributions | ||||||||||||||||
Class A | 698,992 | $4,240,347 | 1,853,606 | $11,358,643 | ||||||||||||
Class B | 5,570 | 33,702 | 19,610 | 119,822 | ||||||||||||
Class C | 120,950 | 733,551 | 401,618 | 2,458,718 | ||||||||||||
Class I | 152,164 | 919,026 | 649,216 | 3,961,647 | ||||||||||||
Class R1 | 414 | 2,505 | 1,538 | 9,395 | ||||||||||||
Class R2 | 4,111 | 24,943 | 14,140 | 86,609 | ||||||||||||
Class R3 | 10,717 | 64,961 | 30,094 | 184,198 | ||||||||||||
Class R4 | 1,161 | 7,044 | 2,923 | 17,909 | ||||||||||||
Class R5 | 559,214 | 3,385,824 | 705,485 | 4,315,528 | ||||||||||||
Class 529A | 47,149 | 285,958 | 112,316 | 688,314 | ||||||||||||
Class 529B | 1,340 | 8,102 | 4,522 | 27,592 | ||||||||||||
Class 529C | 14,533 | 88,164 | 44,697 | 273,783 | ||||||||||||
1,616,315 | $9,794,127 | 3,839,765 | $23,502,158 |
52
Table of Contents
Notes to Financial Statements (unaudited) – continued
Six months ended 10/31/13 | Year ended 4/30/13 (i) | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares reacquired | ||||||||||||||||
Class A | (22,246,645 | ) | $(135,127,224 | ) | (37,732,675 | ) | $(231,160,582 | ) | ||||||||
Class B | (383,898 | ) | (2,325,039 | ) | (916,878 | ) | (5,598,641 | ) | ||||||||
Class C | (8,070,012 | ) | (48,942,782 | ) | (11,034,867 | ) | (67,562,803 | ) | ||||||||
Class I | (13,547,497 | ) | (81,812,169 | ) | (54,561,331 | ) | (333,648,528 | ) | ||||||||
Class R1 | (10,611 | ) | (64,379 | ) | (36,246 | ) | (221,327 | ) | ||||||||
Class R2 | (134,930 | ) | (818,755 | ) | (482,471 | ) | (2,953,630 | ) | ||||||||
Class R3 | (107,982 | ) | (655,641 | ) | (310,094 | ) | (1,898,581 | ) | ||||||||
Class R4 | (36,023 | ) | (218,876 | ) | (10,469 | ) | (63,972 | ) | ||||||||
Class R5 | (1,200,735 | ) | (7,266,560 | ) | (355,058 | ) | (2,173,018 | ) | ||||||||
Class 529A | (1,091,533 | ) | (6,618,842 | ) | (1,738,597 | ) | (10,651,005 | ) | ||||||||
Class 529B | (118,708 | ) | (717,869 | ) | (233,198 | ) | (1,423,425 | ) | ||||||||
Class 529C | (828,156 | ) | (5,022,710 | ) | (1,138,797 | ) | (6,974,116 | ) | ||||||||
(47,776,730 | ) | $(289,590,846 | ) | (108,550,681 | ) | $(664,329,628 | ) | |||||||||
Net change | ||||||||||||||||
Class A | 4,011,271 | $24,311,825 | (8,082,283 | ) | $(49,508,209 | ) | ||||||||||
Class B | 258,577 | 1,560,041 | (404,976 | ) | (2,470,520 | ) | ||||||||||
Class C | (2,603,529 | ) | (15,777,722 | ) | (1,976,107 | ) | (12,106,491 | ) | ||||||||
Class I | 19,106,646 | 115,247,944 | (29,423,565 | ) | (180,253,146 | ) | ||||||||||
Class R1 | (2,737 | ) | (16,714 | ) | (9,757 | ) | (59,579 | ) | ||||||||
Class R2 | 25,446 | 154,539 | (111,127 | ) | (679,897 | ) | ||||||||||
Class R3 | 69,036 | 417,118 | (15,636 | ) | (95,968 | ) | ||||||||||
Class R4 | 23,920 | 144,816 | 10,597 | 65,229 | ||||||||||||
Class R5 | 6,662,304 | 40,343,593 | 55,238,905 | 338,011,063 | ||||||||||||
Class 529A | 473,403 | 2,867,574 | 1,112,090 | 6,807,526 | ||||||||||||
Class 529B | 13,402 | 80,187 | (11,005 | ) | (66,894 | ) | ||||||||||
Class 529C | 42,949 | 258,717 | 647,976 | 3,968,945 | ||||||||||||
28,080,688 | $169,591,918 | 16,975,112 | $103,612,059 | �� |
(i) | For Class R5, the period is from inception, September 4, 2012, through the stated period end. |
Effective May 1, 2006, the sale of Class B shares of the fund have been suspended except in certain circumstances. Please see the fund’s prospectus for details.
The fund is one of several mutual funds in which the MFS funds-of-funds may invest. The MFS funds-of-funds do not invest in the underlying MFS funds for the purpose of exercising management or control. At the end of the period, the MFS Conservative Allocation Fund, the MFS Lifetime Retirement Income Fund, the MFS Lifetime 2010 Fund, and the MFS Lifetime 2020 Fund were the owners of record of approximately 17%, 4%, 2%, and 1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2015 Fund was the owner of record of less than 1% of the value of outstanding voting shares of the fund.
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a
53
Table of Contents
Notes to Financial Statements (unaudited) – continued
syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2013, the fund’s commitment fee and interest expense were $3,052 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be an affiliated issuer:
Underlying Affiliated Fund | Beginning Shares/Par Amount | Acquisitions Shares/Par Amount | Dispositions Shares/Par Amount | Ending Shares/Par Amount | ||||||||||||
MFS Institutional Money Market Portfolio | 41,336,989 | 260,701,916 | (252,996,521 | ) | 49,042,384 | |||||||||||
Underlying Affiliated Fund | Realized Gain (Loss) | Capital Gain Distributions | Dividend Income | Ending Value | ||||||||||||
MFS Institutional Money Market Portfolio | $— | $— | $30,258 | $49,042,384 |
54
Table of Contents
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2013 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2012 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to
55
Table of Contents
Board Review of Investment Advisory Agreement – continued
the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3rd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3rd quintile for each of the one- and five-year periods ended December 31, 2012 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that MFS Fund Distributors, Inc. (“MFD”), an affiliate of MFS, currently observes a Class A 12b-1 fee waiver, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations
56
Table of Contents
Board Review of Investment Advisory Agreement – continued
that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Lipper expense group median, and the Fund’s total expense ratio was lower than the Lipper expense group median.
The Trustees also considered the advisory fees charged by MFS to any comparable institutional accounts. 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 in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is not subject to any breakpoints. Taking into account that the Fund’s effective advisory fee rate was approximately at the Lipper expense group median described above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
57
Table of Contents
Board Review of Investment Advisory Agreement – continued
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFD. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2013.
A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products” section of the MFS Web site (mfs.com).
58
Table of Contents
PROXY VOTING POLICIES AND INFORMATION
A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section at the above address.
From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products” section of mfs.com.
PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
59
Table of Contents
MFS® will send you prospectuses, |
reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.
To sign up:
1. Go to mfs.com.
2. Log in via MFS® Access.
3. Select eDelivery.
If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.
CONTACT
WEB SITE
mfs.com
MFS TALK
1-800-637-8255
24 hours a day
ACCOUNT SERVICE AND LITERATURE
Shareholders
1-800-225-2606
Financial advisors
1-800-343-2829
Retirement plan services
1-800-637-1255
MAILING ADDRESS
MFS Service Center, Inc.
P.O. Box 55824
Boston, MA 02205-5824
OVERNIGHT MAIL
MFS Service Center, Inc.
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809
Table of Contents
SEMIANNUAL REPORT
October 31, 2013
MFS® MUNICIPAL LIMITED MATURITY FUND
MTL-SEM
Table of Contents
MFS® MUNICIPAL LIMITED MATURITY FUND
The report is prepared for the general information of shareholders.
It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE
Table of Contents
LETTER FROM THE CHAIRMAN AND CEO
Dear Shareholders:
The global economy is trending toward growth again despite risks created by the U.S. government’s gridlock. The eurozone has emerged from its 18-month-long recession.
However, unemployment in the region persists at historically high levels. The U.K. economy is on the rebound. China’s economic gauges are improving and point toward expansion. And Japan’s aggressive program of monetary easing is showing signs of success.
The U.S. Federal Reserve’s expected tapering of its bond-buying stimulus program — telegraphed in the spring and delayed in September — has weighed on global markets. Emerging markets have borne much of the brunt, with currency values dropping and nervous investors seeking safety elsewhere. The greatest
threat to global economic recovery now appears to be related to the U.S. government’s impasse. While the tensions surrounding the 16-day government shutdown and potential U.S. debt default have dissipated, another round of potential gridlock lies ahead early in 2014, with the next U.S. budget and debt ceiling deadlines.
As always, managing risk in the face of uncertainty remains a top priority for investors. At MFS®, our uniquely collaborative investment process employs integrated, global research and active risk management. Our global team of investment professionals shares ideas and evaluates opportunities across continents, investment disciplines and asset classes — all with a goal of building better insights, and ultimately better results, for our clients.
We are mindful of the many economic challenges investors face, and believe it is more important than ever to maintain a long-term view and employ time-tested principles, such as asset allocation and diversification. We remain confident that our unique approach can serve investors well as they work with their financial advisors to identify and pursue the most suitable opportunities.
Respectfully,
Robert J. Manning
Chairman and Chief Executive Officer
MFS Investment Management®
December 16, 2013
The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.
1
Table of Contents
Portfolio structure (i)
Top five industries (i) | ||||
General Obligations-General Purpose | 14.9% | |||
Universities-Colleges | 10.7% | |||
Healthcare Revenue-Hospitals | 9.7% | |||
Water & Sewer Utility Revenue | 8.6% | |||
State & Local Agencies | 5.5% |
Composition including fixed income credit quality (a)(i) | ||||
AAA | 13.2% | |||
AA | 32.9% | |||
A | 30.8% | |||
BBB | 15.8% | |||
BB | 0.7% | |||
B | 0.8% | |||
Not Rated | 0.3% | |||
Cash & Other | 5.5% | |||
Portfolio facts (i) | ||||
Average Duration (d) | 3.7 | |||
Average Effective Maturity (m) | 4.7 yrs. |
(a) | For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies. |
(d) | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | For purposes of this presentation, the components include the market value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than market value. The bond component will include any accrued interest amounts. |
2
Table of Contents
Portfolio Composition – continued
(m) | In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity. |
Where the fund holds convertible bonds, these are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of 10/31/13.
The portfolio is actively managed and current holdings may be different.
3
Table of Contents
Fund expenses borne by the shareholders during the period, May 1, 2013 through October 31, 2013
As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
4
Table of Contents
Expense Table – continued
Share Class | Annualized Expense Ratio | Beginning Account Value 5/01/13 | Ending Account Value 10/31/13 | Expenses Paid During Period (p) 5/01/13-10/31/13 | ||||||||||||||
A | Actual | 0.69% | $1,000.00 | $984.52 | $3.45 | |||||||||||||
Hypothetical (h) | 0.69% | $1,000.00 | $1,021.73 | $3.52 | ||||||||||||||
B | Actual | 1.44% | $1,000.00 | $980.82 | $7.19 | |||||||||||||
Hypothetical (h) | 1.44% | $1,000.00 | $1,017.95 | $7.32 | ||||||||||||||
C | Actual | 1.54% | $1,000.00 | $981.52 | $7.69 | |||||||||||||
Hypothetical (h) | 1.54% | $1,000.00 | $1,017.44 | $7.83 | ||||||||||||||
I | Actual | 0.54% | $1,000.00 | $985.21 | $2.70 | |||||||||||||
Hypothetical (h) | 0.54% | $1,000.00 | $1,022.48 | $2.75 |
(h) | 5% class return per year before expenses. |
(p) | Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. |
5
Table of Contents
10/31/13 (unaudited)
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Municipal Bonds - 93.4% | ||||||||
Issuer | Shares/Par | Value ($) | ||||||
Airport Revenue - 4.6% | ||||||||
Atlanta, GA, Airport Passenger Facility Charge Rev., “B”, 5%, 2018 | $ | 2,000,000 | $ | 2,315,079 | ||||
Atlanta, GA, Airport Rev., “A”, AGM, 5.375%, 2015 | 1,000,000 | 1,032,260 | ||||||
Atlanta, GA, Airport Rev., “B”, 5%, 2018 | 700,000 | 810,278 | ||||||
Atlanta, GA, Airport Rev., “B”, 5%, 2020 | 400,000 | 466,644 | ||||||
Broward County, FL, Airport System Rev., “Q-1”, 3%, 2015 | 550,000 | 576,153 | ||||||
Broward County, FL, Airport System Rev., “Q-1”, 5%, 2015 | 1,000,000 | 1,085,430 | ||||||
Broward County, FL, Airport System Rev., “Q-1”, 4%, 2016 | 150,000 | 163,803 | ||||||
Broward County, FL, Airport System Rev., “Q-1”, 5%, 2016 | 850,000 | 952,587 | ||||||
Broward County, FL, Airport System Rev., “Q-1”, 4%, 2017 | 250,000 | 277,033 | ||||||
Broward County, FL, Airport System Rev., “Q-1”, 5%, 2017 | 700,000 | 802,340 | ||||||
Chicago, IL, O’Hare International Airport Rev., “B”, 4%, 2015 | 11,850,000 | 12,317,364 | ||||||
Chicago, IL, O’Hare International Airport Rev., “B”, 4%, 2016 | 7,460,000 | 7,960,790 | ||||||
Cleveland, OH, Airport System Rev., “A”, AMBAC, 5.25%, 2017 | 1,000,000 | 1,124,690 | ||||||
Dallas Fort Worth, TX, International Airport Rev., “A”, AMBAC, 6%, 2013 | 1,000,000 | 1,000,000 | ||||||
Dallas Fort Worth, TX, International Airport Rev., “F”, 5%, 2014 | 600,000 | 627,948 | ||||||
Dallas Fort Worth, TX, International Airport Rev., “F”, 4%, 2015 | 300,000 | 319,518 | ||||||
Dallas Fort Worth, TX, International Airport Rev., “F”, 4%, 2018 | 5,415,000 | 5,891,845 | ||||||
Denver, CO, City & County Airport Systems Rev., “A”, 5%, 2016 | 1,000,000 | 1,111,390 | ||||||
Denver, CO, City & County Airport Systems Rev., “A”, 4%, 2017 | 1,250,000 | 1,361,463 | ||||||
Denver, CO, City & County Airport Systems Rev., “B”, 5%, 2018 | 300,000 | 349,401 | ||||||
Denver, CO, City & County Airport Systems Rev., “B”, 5%, 2019 | 445,000 | 513,890 | ||||||
Guam International Airport Authority Rev., “C”, 4%, 2015 | 500,000 | 515,750 | ||||||
Guam International Airport Authority Rev., “C”, 5%, 2016 | 255,000 | 270,616 | ||||||
Guam International Airport Authority Rev., “C”, 5%, 2017 | 420,000 | 447,535 | ||||||
Houston, TX, Airport System Rev., “B”, 5%, 2020 | 1,000,000 | 1,162,360 | ||||||
Houston, TX, Airport System Rev., Subordinate Lien, “A”, 5%, 2016 | 1,020,000 | 1,125,509 | ||||||
Metropolitan Nashville, TN, Airport Authority Rev., “A”, ASSD GTY, 4.5%, 2014 | 1,500,000 | 1,541,520 | ||||||
Metropolitan Nashville, TN, Airport Authority Rev., “B”, AGM, 4%, 2015 | 1,500,000 | 1,570,650 | ||||||
Miami-Dade County, FL, Aviation Rev., “A”, 5%, 2018 | 2,000,000 | 2,282,000 | ||||||
Miami-Dade County, FL, Aviation Rev., “A”, 5%, 2019 | 1,875,000 | 2,128,631 | ||||||
Miami-Dade County, FL, Aviation Rev., “A”, 5%, 2020 | 1,750,000 | 1,957,533 | ||||||
New York, NY, Industrial Development Agency (Terminal One Group Assn.), 5.5%, 2014 | 1,000,000 | 1,007,800 | ||||||
Philadelphia, PA, Airport Rev., “B”, AGM, 5%, 2016 | 1,265,000 | 1,390,943 | ||||||
Portland, ME, General Airport Rev., 4%, 2018 | 440,000 | 463,866 | ||||||
Portland, ME, General Airport Rev., 4%, 2020 | 200,000 | 207,208 |
6
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Airport Revenue - continued | ||||||||
Portland, ME, General Airport Rev., 5%, 2022 | $ | 300,000 | $ | 323,343 | ||||
San Diego County, CA, Regional Airport Authority Rev., “B”, 5%, 2020 | 500,000 | 574,535 | ||||||
San Diego County, CA, Regional Airport Authority Rev., “B”, 5%, 2022 | 1,100,000 | 1,264,758 | ||||||
San Diego County, CA, Regional Airport Authority Rev., “B”, 5%, 2023 | 1,400,000 | 1,600,340 | ||||||
San Francisco, CA, City & County Airports Commission, International Airport Rev., “D”, 5%, 2025 | 1,000,000 | 1,114,090 | ||||||
|
| |||||||
$ | 62,008,893 | |||||||
General Obligations - General Purpose - 14.7% | ||||||||
Arkansas Four-Lane Highway Construction & Improvement Rev., 5%, 2021 | $ | 5,000,000 | $ | 6,018,800 | ||||
Austin, TX, Public Improvement Rev., 5%, 2022 | 5,000,000 | 6,041,150 | ||||||
Bergen County, NJ, “A”, 3.25%, 2013 | 2,475,000 | 2,475,000 | ||||||
California Economic Recovery, “B”, 5%, 2023 (b) | 1,500,000 | 1,547,040 | ||||||
Chandler, AZ, 5%, 2022 | 1,000,000 | 1,119,940 | ||||||
Charleston County, SC, Transportation Sales Tax, 5%, 2022 | 3,095,000 | 3,756,092 | ||||||
Columbus, OH, 5%, 2022 | 2,350,000 | 2,816,781 | ||||||
Columbus, OH, General Obligation, 5%, 2021 | 5,000,000 | 5,989,100 | ||||||
Commonwealth of Massachusetts Consolidated Loan, “A”, 5%, 2015 (c) | 2,500,000 | 2,658,025 | ||||||
Commonwealth of Massachusetts Consolidated Loan, “A”, 5%, 2016 | 1,000,000 | 1,061,150 | ||||||
Commonwealth of Massachusetts Consolidated Loan, “C”, 5%, 2015 (c) | 5,000,000 | 5,428,650 | ||||||
Commonwealth of Massachusetts Consolidated Loan, “D”, 0.49%, 2018 | 1,500,000 | 1,493,370 | ||||||
Commonwealth of Massachusetts, General Obligation, “B”, 5%, 2021 | 6,185,000 | 7,410,929 | ||||||
Commonwealth of Pennsylvania, AGM, 5%, 2014 | 2,000,000 | 2,079,500 | ||||||
Corpus Christi, TX, General Improvement, ASSD GTY, 4%, 2017 | 2,000,000 | 2,192,800 | ||||||
Detroit, MI, District Aid, 5%, 2014 | 3,000,000 | 3,109,020 | ||||||
Durham County, NC, 5%, 2019 | 1,000,000 | 1,189,070 | ||||||
Fulton County, GA, “A”, 3%, 2017 | 2,515,000 | 2,702,619 | ||||||
Henry County, GA, 5%, 2014 | 1,080,000 | 1,114,085 | ||||||
Lake Oswego, OR , 4%, 2019 | 1,195,000 | 1,350,709 | ||||||
Lake Oswego, OR , 4%, 2020 | 1,830,000 | 2,061,550 | ||||||
Lake Oswego, OR , 4%, 2021 | 2,330,000 | 2,605,523 | ||||||
Metropolitan Government of Nashville & Davidson County, TN, “A”, 4%, 2017 | 4,000,000 | 4,447,960 | ||||||
Montgomery County, MD, “A”, 5%, 2013 | 4,000,000 | 4,000,000 |
7
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
General Obligations - General Purpose - continued | ||||||||
New Orleans, LA, 5%, 2019 | $ | 4,000,000 | $ | 4,533,560 | ||||
New York, NY, “C”, 5%, 2017 | 1,000,000 | 1,154,790 | ||||||
New York, NY, “J-4”, FRN, 0.63%, 2025 | 1,035,000 | 1,029,701 | ||||||
North Carolina Public Improvement, “A”, 5%, 2016 | 8,505,000 | 9,475,165 | ||||||
Philadelphia, PA, Redevelopment Authority Rev. (Transformation Initiative), 3%, 2014 | 950,000 | 958,997 | ||||||
Philadelphia, PA, Redevelopment Authority Rev. (Transformation Initiative), 5%, 2014 | 705,000 | 717,916 | ||||||
Philadelphia, PA, Redevelopment Authority Rev. (Transformation Initiative), 3%, 2015 | 1,000,000 | 1,028,310 | ||||||
Philadelphia, PA, Redevelopment Authority Rev. (Transformation Initiative), 5%, 2015 | 730,000 | 771,552 | ||||||
Pierce County, WA, “A”, 5%, 2022 | 3,290,000 | 3,920,858 | ||||||
Pittsburgh, PA, “N”, AGM, 5.25%, 2015 | 1,000,000 | 1,081,470 | ||||||
Portsmouth, VA, Refunding and Public Improvement, “A”, 5%, 2021 | 1,375,000 | 1,631,286 | ||||||
Providence, RI , “A”, 5%, 2020 | 1,625,000 | 1,787,143 | ||||||
Providence, RI , “A”, 5%, 2021 | 1,000,000 | 1,091,300 | ||||||
Richmond, VA, Public Improvement Rev., “A”, 5%, 2022 | 5,370,000 | 6,430,844 | ||||||
Seattle, WA, 5%, 2016 | 3,780,000 | 4,183,326 | ||||||
Shelby County, TN, Public Improvement & School, “B”, 5%, 2018 | 1,100,000 | 1,286,054 | ||||||
State of California, 5%, 2017 | 7,000,000 | 7,993,370 | ||||||
State of Hawaii, “EE”, 5%, 2020 | 9,000,000 | 10,765,890 | ||||||
State of Illinois, AGM, 5%, 2015 | 2,000,000 | 2,093,080 | ||||||
State of Illinois, AGM, 5%, 2016 | 2,750,000 | 2,963,098 | ||||||
State of Illinois, 5%, 2021 | 1,500,000 | 1,628,895 | ||||||
State of Illinois, 5%, 2022 | 1,250,000 | 1,337,800 | ||||||
State of Illinois, 5%, 2023 | 1,300,000 | 1,378,598 | ||||||
State of Maryland, “B”, 5%, 2017 | 10,000,000 | 11,469,000 | ||||||
State of Maryland, “C”, 4%, 2015 | 1,000,000 | 1,072,280 | ||||||
State of Minnesota, “B”, 5%, 2021 | 5,000,000 | 6,030,550 | ||||||
State of Minnesota, “H”, 5%, 2016 | 3,000,000 | 3,397,140 | ||||||
State of Minnesota, “H”, 5%, 2017 | 2,600,000 | 3,028,974 | ||||||
State of North Carolina, “A”, 5%, 2017 | 3,500,000 | 4,010,755 | ||||||
State of Utah, “C”, 5%, 2015 | 3,000,000 | 3,232,680 | ||||||
State of Washington, “A”, AGM, 5%, 2015 (c) | 9,025,000 | 9,720,286 | ||||||
Tarrant County, TX, 5%, 2018 | 2,770,000 | 3,260,124 | ||||||
Washington Suburban Sanitary District, MD, Consolidated Public Improvement, 5%, 2021 | 5,500,000 | 6,636,850 | ||||||
Will County, IL, Forest Preservation District, 5%, 2019 | 1,250,000 | 1,474,138 | ||||||
Yakima County, WA, “A”, AGM, 4%, 2017 | 2,300,000 | 2,571,722 | ||||||
|
| |||||||
$ | 199,816,365 |
8
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
General Obligations - Schools - 5.5% | ||||||||
Bastrop, TX, Independent School District, Capital Appreciation, “N”, PSF, 0%, 2020 | $ | 1,000,000 | $ | 792,210 | ||||
Beaufort County, SC, School District, “B”, 5%, 2017 | 2,500,000 | 2,846,175 | ||||||
Brownsville, TX, Independent School District, “A”, 5%, 2021 | 6,595,000 | 7,889,137 | ||||||
Clark County, NV, School District, 5%, 2017 | 2,845,000 | 3,233,485 | ||||||
Clovis, CA, Unified School District (Election of 2004), Capital Appreciation, “A”, 0%, 2025 | 3,695,000 | 2,237,286 | ||||||
Dallas, TX, Independent School District, PSF, 4%, 2015 | 2,000,000 | 2,096,400 | ||||||
Dallas, TX, Independent School District, PSF, 5%, 2015 | 2,500,000 | 2,652,400 | ||||||
Dallas, TX, Independent School District, PSF, 5.25%, 2018 | 795,000 | 935,763 | ||||||
Ennis, TX, Independent School District, Capital Appreciation, “N”, PSF, 0%, 2021 | 2,865,000 | 2,176,397 | ||||||
Gwinnett County, GA, School District Rev., 5%, 2021 | 790,000 | 950,141 | ||||||
Houston, TX, Independent School District, AGM, 5%, 2015 | 1,120,000 | 1,202,746 | ||||||
Kane, Cook & DuPage Counties, IL, School District Rev., Capital Appreciation, 0%, 2021 | 7,445,000 | 5,857,428 | ||||||
Klein, TX, Independent School District, “A”, PSF, 5%, 2021 | 1,000,000 | 1,133,510 | ||||||
Los Angeles, CA, Community College District, “E”, AGM, 5%, 2022 | 1,000,000 | 1,101,210 | ||||||
Mt. San Antonio, CA, Community College District, Capital Appreciation, 0%, 2015 | 3,170,000 | 3,154,467 | ||||||
Ohio Higher Education, “B”, 5%, 2016 | 5,275,000 | 5,912,167 | ||||||
Ohio Higher Education, “C”, 5%, 2021 | 8,000,000 | 9,560,560 | ||||||
Pflugerville, TX, Independent School District, PSF, 5%, 2024 | 1,000,000 | 1,092,030 | ||||||
Plano, TX, Independent School District, “A”, 5%, 2017 | 1,000,000 | 1,133,510 | ||||||
Reading, PA, School District, “A”, 5%, 2019 | 6,230,000 | 6,912,933 | ||||||
Richland County, SC, School District No. 1, 4%, 2019 | 1,270,000 | 1,431,811 | ||||||
San Bernardino, CA, City Unified School District, “A”, 5%, 2020 | 750,000 | 869,123 | ||||||
San Bernardino, CA, City Unified School District, “A”, 5%, 2021 | 1,200,000 | 1,387,008 | ||||||
San Bernardino, CA, City Unified School District, “A”, 5%, 2022 | 1,500,000 | 1,732,785 | ||||||
San Bernardino, CA, City Unified School District, “A”, 5%, 2023 | 1,100,000 | 1,266,485 | ||||||
San Marcos, TX, Consolidated Independent School District, PSF, 5.25%, 2014 (c) | 1,000,000 | 1,037,570 | ||||||
Shelby County, TN, Public Improvement & Schools, “A”, AGM, 5%, 2014 | 1,500,000 | 1,523,475 | ||||||
Twin Rivers, CA, Unified School District, Capital Appreciation, 0%, 2014 | 750,000 | 746,280 | ||||||
Washington County, OR, School District, AGM, 5.25%, 2018 | 1,000,000 | 1,165,480 | ||||||
|
| |||||||
$ | 74,029,972 | |||||||
Healthcare Revenue - Hospitals - 9.5% | ||||||||
Allegheny County, PA, Hospital Development Authority Rev. (University of Pittsburgh Medical Center), 4%, 2014 | $ | 1,000,000 | $ | 1,029,600 | ||||
Allegheny County, PA, Hospital Development Authority Rev. (University of Pittsburgh Medical Center), “A1”, FRN, 0.897%, 2021 | 2,415,000 | 2,364,333 |
9
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Healthcare Revenue - Hospitals - continued | ||||||||
Arizona Health Facilities Authority Rev. (Phoenix Children’s Hospital), “A-1”, FRN, 1.93%, 2048 | $ | 3,000,000 | $ | 2,942,490 | ||||
Berks County, PA, Municipal Authority Rev. (Reading Hospital & Medical Center), “A-3”, 5%, 2015 | 1,000,000 | 1,085,200 | ||||||
Birmingham, AL, Special Care Facilities Financing Rev. (Baptist Health Systems, Inc.), “A”, 5%, 2014 | 2,000,000 | 2,073,840 | ||||||
Burleigh County, ND, Health Care Rev. (Alexius Medical Center Project), “A”, 3%, 2017 | 1,335,000 | 1,331,756 | ||||||
Burleigh County, ND, Health Care Rev. (Alexius Medical Center Project), “A”, 3%, 2018 | 1,180,000 | 1,161,804 | ||||||
Butler County, PA, Hospital Authority Rev. (Butler Health System), 5.375%, 2017 | 1,465,000 | 1,582,976 | ||||||
California Health Facilities Financing Authority Rev. (Catholic Healthcare West), “I”, 4.95%, 2026 (b) | 3,000,000 | 3,090,660 | ||||||
California Health Facilities Financing Authority Rev. (Memorial Health Services), “A”, 4%, 2016 | 570,000 | 622,280 | ||||||
California Health Facilities Financing Authority Rev. (Memorial Health Services), “A”, 4%, 2017 | 1,100,000 | 1,223,398 | ||||||
California Health Facilities Financing Authority Rev. (St. Joseph Health System), “C”, 5%, 2043 (b) | 2,750,000 | 3,145,505 | ||||||
California Health Facilities Financing Authority Rev. (St. Joseph Health System), “D”, 5%, 2043 (b) | 2,400,000 | 2,740,848 | ||||||
California Statewide Communities Development Authority Rev. (Kaiser Permanente), “A”, 5%, 2014 | 1,500,000 | 1,529,295 | ||||||
California Statewide Communities Development Authority Rev. (Kaiser Permanente), “C”, 5%, 2029 (b) | 1,500,000 | 1,712,430 | ||||||
Clackamas County, OR, Hospital Facility Authority Rev. (Legacy Health System), “C”, 5%, 2037 (b) | 1,000,000 | 1,026,890 | ||||||
Colorado Health Facilities Authority Rev. (National Jewish Health Project), 4%, 2014 | 350,000 | 351,134 | ||||||
Colorado Health Facilities Authority Rev. (National Jewish Health Project), 4%, 2015 | 500,000 | 507,960 | ||||||
Dauphin County, PA, General Authority Health System Rev. (Pinnacle Health System), “A”, 5.25%, 2017 | 1,500,000 | 1,666,695 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp., Medical Facilities Rev. (Baylor College Medicine), “D”, 5%, 2016 | 750,000 | 830,708 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp., Medical Facilities Rev. (Baylor College Medicine), “D”, 5%, 2018 | 470,000 | 534,230 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp., Medical Facilities Rev. (Baylor College Medicine), “D”, 5%, 2019 | 600,000 | 670,752 | ||||||
Illinois Finance Authority Rev. (Central DuPage Health), 5%, 2014 | 1,820,000 | 1,894,584 | ||||||
Illinois Finance Authority Rev. (OSF Healthcare System), “A”, 4%, 2014 | 600,000 | 609,576 |
10
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Healthcare Revenue - Hospitals - continued | ||||||||
Illinois Finance Authority Rev. (OSF Healthcare System), “A”, 5%, 2014 (c) | $ | 500,000 | $ | 524,575 | ||||
Illinois Finance Authority Rev. (OSF Healthcare System), “A”, ETM, 5%, 2014 (c) | 500,000 | 524,575 | ||||||
Illinois Finance Authority Rev. (Resurrection Health), 5.25%, 2015 | 2,195,000 | 2,302,489 | ||||||
Illinois Finance Authority Rev. (Resurrection Health), ASSD GTY, 5%, 2024 | 5,000,000 | 5,292,150 | ||||||
Illinois Finance Authority Rev. (Silver Cross Hospital & Medical Centers), 6.75%, 2021 | 1,460,000 | 1,658,735 | ||||||
Indiana Health Facility Financing Authority Rev. (Ascension Health), “A-5”, 2%, 2027 (b) | 1,580,000 | 1,607,445 | ||||||
Iowa Finance Authority, Health Care Facilities Rev. (Genesis Health System), 5%, 2017 | 3,000,000 | 3,359,580 | ||||||
Kentucky Economic Development Finance Authority Rev. (Baptist Healthcare System), “A”, 5%, 2018 | 1,000,000 | 1,140,430 | ||||||
Kentucky Economic Development Finance Authority, Hospital Facilities Rev. (Owensboro Medical Health System), “A”, 5%, 2016 | 2,000,000 | 2,147,580 | ||||||
Knox County, IN, Economic Development Rev. (Good Samaritan Hospital), “A”, 4%, 2018 | 515,000 | 556,864 | ||||||
Knox County, IN, Economic Development Rev. (Good Samaritan Hospital), “A”, 3%, 2019 | 525,000 | 533,925 | ||||||
Knox County, IN, Economic Development Rev. (Good Samaritan Hospital), “A”, 5%, 2020 | 1,690,000 | 1,886,648 | ||||||
Knox County, TN, Health, Educational, Hospital & Housing Facilities Board Rev. (Fort Sanders), NATL, 5.75%, 2014 | 4,800,000 | 4,841,952 | ||||||
Lubbock, TX, Health Facilities Development Rev. (St. Joseph Health System), “A”, 1.125%, 2030 (b) | 5,810,000 | 5,802,447 | ||||||
Lufkin, TX, Health Facilities Development Corp., Health Systems Rev.(Memorial Health Systems of East Texas), 5.5%, 2019 | 320,000 | 342,771 | ||||||
Lycoming County, PA, Authority Health System Rev. (Susquehanna Health System), “A”, 5%, 2016 | 3,195,000 | 3,433,028 | ||||||
Massachusetts Development Finance Agency Rev. (Partners Healthcare), “K-4”, 3%, 2035 (b) | 2,000,000 | 2,088,700 | ||||||
Massachusetts Health & Educational Facilities Authority Rev. (Baystate Medical Center), “K”, 5%, 2039 (b) | 1,000,000 | 1,052,950 | ||||||
Miami Beach, FL, Health Facilities Authority Rev. (Mount Sinai Medical Center), 6.75%, 2021 | 5,165,000 | 5,352,593 | ||||||
Michigan Hospital Finance Authority Rev. (Henry Ford Health System), 4%, 2014 | 2,000,000 | 2,060,980 | ||||||
Monroe County, PA, Hospital Authority Rev. (Pocono Medical Center), “A”, 5%, 2023 | 1,225,000 | 1,337,982 | ||||||
Montgomery County, OH, Rev. (Catholic Healthcare Initiatives), 5.25%, 2038 (b) | 1,000,000 | 1,001,460 |
11
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Healthcare Revenue - Hospitals - continued | ||||||||
Nassau County, NY, Local Economic Assistance Corp. Rev. (Winthrop-University Hospital Association Project), 4%, 2015 | $ | 500,000 | $ | 521,695 | ||||
New Hampshire Health & Education Facilities Authority Rev. (Covenant Health), 5%, 2014 | 155,000 | 156,118 | ||||||
New Jersey Health Care Facilities, Financing Authority Rev. (Holy Name Medical Center), 5%, 2016 | 1,000,000 | 1,059,580 | ||||||
New Jersey Health Care Facilities, Financing Authority Rev. (St. Barnabas Health), “A”, 4%, 2015 | 935,000 | 967,613 | ||||||
New Jersey Health Care Facilities, Financing Authority Rev. (St. Barnabas Health), “A”, 5%, 2016 | 865,000 | 932,461 | ||||||
New Jersey Health Care Facilities, Financing Authority Rev. (St. Barnabas Health), “A”, 5%, 2017 | 700,000 | 765,625 | ||||||
New York Dormitory Authority Rev. (Bronx-Lebanon Hospital Center), 6.25%, 2022 | 1,000,000 | 1,013,390 | ||||||
New York Dormitory Authority Rev., Non-State Supported Debt (Mount Sinai Hospital), “A”, 5%, 2018 | 1,000,000 | 1,146,120 | ||||||
New York Dormitory Authority Rev., Non-State Supported Debt (North Shore Long Island Jewish Health Care, Inc.), “A”, 5%, 2015 | 2,000,000 | 2,124,700 | ||||||
New York Dormitory Authority Rev., Non-State Supported Debt (North Shore Long Island Jewish Health Care, Inc.), “A”, 5%, 2016 | 1,000,000 | 1,096,010 | ||||||
New York Dormitory Authority Rev., Non-State Supported Debt (North Shore Long Island Jewish Health Care, Inc.), “A”, 5%, 2017 | 1,500,000 | 1,680,525 | ||||||
North Carolina Medical Care Commission, Health Care Facilities Rev. (Wake Forest Baptist Obligated Group), “C”, FRN, 0.82%, 2033 | 3,000,000 | 2,967,150 | ||||||
Ohio Higher Educational Facility Rev. (University Hospital), “A”, 5%, 2015 (c) | 620,000 | 655,024 | ||||||
Ohio Higher Educational Facility Rev. (University Hospital), “A”, 5.2%, 2015 (c) | 620,000 | 656,499 | ||||||
Palm Beach County, FL, Health Facilities Authority Hospital Rev. (Jupiter Medical Center, Inc., Project), “A”, 4%, 2015 | 1,135,000 | 1,184,021 | ||||||
Palm Beach County, FL, Health Facilities Authority Hospital Rev. (Jupiter Medical Center, Inc., Project), “A”, 4%, 2016 | 1,030,000 | 1,090,090 | ||||||
Skagit County, WA, Public Hospital District No. 001 Rev. (Skagit Valley Hospital), 5.375%, 2022 | 870,000 | 891,446 | ||||||
South Miami, FL, Health Facilities Baptist Authority Hospital Rev. (Baptist Health South Florida Group), 5%, 2021 | 290,000 | 320,937 | ||||||
Southcentral, PA, General Authority Hospital Rev. (Hanover Hospital, Inc.), 5%, 2018 | 1,330,000 | 1,450,338 | ||||||
Sullivan County, TN, Health Educational & Housing Facilities Board Rev. (Wellmont Health System), RADIAN, 5%, 2016 | 1,000,000 | 1,001,130 | ||||||
Tarrant County, TX, Cultural Education Facilities Finance Corp. Hospital Rev. (Scott & White Healthcare Project), “A”, 5%, 2018 | 500,000 | 578,630 |
12
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Healthcare Revenue - Hospitals - continued | ||||||||
Tarrant County, TX, Cultural Education Facilities Finance Corp. Hospital Rev. (Scott & White Healthcare Project), “A”, 5%, 2022 | $ | 1,160,000 | $ | 1,325,312 | ||||
Tarrant County, TX, Cultural Education Facilities Finance Corp. Rev. (Texas Health Resources), 5%, 2019 | 500,000 | 555,080 | ||||||
Washington County, VA, Hospital Facilities Industrial Development Authority Rev. (Mountain States Health Alliance), “C”, 7.25%, 2019 | 1,165,000 | 1,272,040 | ||||||
Washington Health Care Facilities Authority Rev. (Central Washington Health), 6%, 2015 | 1,900,000 | 2,022,132 | ||||||
Washington Health Care Facilities Authority Rev. (Providence Health & Services), “B”, 5%, 2042 (b) | 1,000,000 | 1,135,280 | ||||||
Wisconsin Health & Educational Facilities Authority Rev. (Ascension Health Alliance), 5%, 2043 (b) | 5,000,000 | 5,749,450 | ||||||
Wisconsin Health & Educational Facilities Authority Rev. (Aurora Healthcare, Inc.), “A”, 5%, 2022 | 6,000,000 | 6,580,980 | ||||||
Wisconsin Health & Educational Facilities Authority Rev. (Wheaton Franciscan Healthcare), 5%, 2014 | 1,100,000 | 1,133,110 | ||||||
Wisconsin Health & Educational Facilities Authority Rev. (Wheaton Franciscan Healthcare), 5.25%, 2018 | 1,500,000 | 1,588,005 | ||||||
Yavapai County, AZ, Industrial Development Authority Rev. (Regional Medical Center), “A”, 5%, 2016 | 400,000 | 432,040 | ||||||
Yavapai County, AZ, Industrial Development Authority Rev. (Regional Medical Center), “A”, 5%, 2017 | 375,000 | 410,359 | ||||||
Yavapai County, AZ, Industrial Development Authority Rev. (Regional Medical Center), “A”, 5%, 2018 | 525,000 | 575,657 | ||||||
|
| |||||||
$ | 129,617,350 | |||||||
Healthcare Revenue - Long Term Care - 1.1% | ||||||||
ABAG Finance Authority for Non-Profit Corps., CA, Rev. (Eskaton Properties, Inc.), 2%, 2013 | $ | 425,000 | $ | 425,136 | ||||
ABAG Finance Authority for Non-Profit Corps., CA, Rev. (Eskaton Properties, Inc.), 2%, 2014 | 1,150,000 | 1,151,978 | ||||||
Colorado Health Facilities Authority Rev. (Evangelical Lutheran Good Samaritan Society), “B”, 5%, 2039 (b) | 1,000,000 | 1,036,100 | ||||||
Cumberland County, PA, Municipal Authority Rev. (Presbyterian Homes, Inc.), “C”, 4%, 2026 | 1,400,000 | 1,265,530 | ||||||
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 2.15%, 2014 | 275,000 | 274,384 | ||||||
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 2.4%, 2015 | 300,000 | 296,625 | ||||||
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 2.7%, 2016 | 375,000 | 368,066 | ||||||
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 2.95%, 2017 | 940,000 | 919,311 |
13
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Healthcare Revenue - Long Term Care - continued | ||||||||
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 3.2%, 2018 | $ | 1,405,000 | $ | 1,330,324 | ||||
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 4%, 2023 | 1,000,000 | 911,420 | ||||||
Pell City, AL, Special Care Facilities, Financing Authority Rev. (Noland Health Services, Inc.), 4%, 2016 | 1,810,000 | 1,940,266 | ||||||
Tarrant County, TX, Cultural Education Facilities Finance Corp. (Buckner Retirement), 5%, 2016 | 500,000 | 531,415 | ||||||
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility (Air Force Village Foundation, Inc.), 5.75%, 2019 | 850,000 | 926,585 | ||||||
Washington Housing Finance Commission Nonprofit Housing Rev. (Emerald Heights Project), 3%, 2017 | 1,030,000 | 1,038,879 | ||||||
Washington Housing Finance Commission Nonprofit Housing Rev. (Emerald Heights Project), 5%, 2020 | 1,175,000 | 1,270,093 | ||||||
Westchester County, NY, Local Development Corp. Rev. (Kendal on Hudson Project), 2%, 2014 | 150,000 | 150,081 | ||||||
Westchester County, NY, Local Development Corp. Rev. (Kendal on Hudson Project), 2%, 2015 | 250,000 | 249,175 | ||||||
Westchester County, NY, Local Development Corp. Rev. (Kendal on Hudson Project), 2%, 2016 | 450,000 | 442,607 | ||||||
|
| |||||||
$ | 14,527,975 | |||||||
Human Services - 0.3% | ||||||||
Delaware County, PA, Authority Rev. (Elwyn Inc.), 4%, 2018 | $ | 1,795,000 | $ | 1,814,619 | ||||
New York Dormitory Authority Rev. (NYSARC, Inc.), “A”, 5%, 2015 | 1,500,000 | 1,606,230 | ||||||
|
| |||||||
$ | 3,420,849 | |||||||
Industrial Revenue - Airlines - 0.1% | ||||||||
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 4.875%, 2019 | $ | 1,320,000 | $ | 1,275,846 | ||||
Industrial Revenue - Chemicals - 0.1% | ||||||||
Michigan Strategic Fund Ltd. Obligation Rev. (Dow Chemical Co.), 6.25%, 2014 | $ | 1,000,000 | $ | 1,028,410 | ||||
Industrial Revenue - Environmental Services - 1.4% | ||||||||
California Pollution Control Financing Authority, Solid Waste Disposal Rev. (Republic Services, Inc.), “B”, 5.25%, 2023 (b) | $ | 135,000 | $ | 147,861 | ||||
California Pollution Control Financing Authority, Solid Waste Disposal Rev. (Republic Services, Inc.), “C”, 5.25%, 2023 (b) | 3,045,000 | 3,335,097 | ||||||
California Pollution Control Financing Authority, Solid Waste Disposal Rev. (Waste Management, Inc.), “A-1”, 1.875%, 2025 (b) | 2,000,000 | 2,007,040 |
14
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Industrial Revenue - Environmental Services - continued | ||||||||
Director of the State of Nevada Department of Business & Industry Rev. (Republic Services, Inc.), 5.625%, 2026 (b) | $ | 1,950,000 | $ | 2,160,971 | ||||
Gilliam County, OR, Solid Waste Disposal Rev. (Waste Management Project), “A”, FRN, 0.85%, 2025 (b) | 1,000,000 | 1,000,440 | ||||||
Lewisberg, TN, Industrial Development Board Solid Waste Disposal Rev., 0.7%, 2035 (b) | 1,755,000 | 1,755,000 | ||||||
Michigan Solid Waste Disposal Rev. (Waste Management, Inc.), 4.5%, 2013 | 1,000,000 | 1,003,270 | ||||||
Mission, TX, Economic Development Corp, Solid Waste Disposal Rev., 0.7%, 2026 (b) | 1,095,000 | 1,095,000 | ||||||
New Jersey Economic Development Authority (Waste Management, Inc.), “A”, 5.3%, 2015 (b) | 1,000,000 | 1,025,810 | ||||||
Pennsylvania Economic Development Finance Authority, Solid Waste Disposal Rev. (Waste Management, Inc.), 1.75%, 2033 (b) | 2,000,000 | 2,009,340 | ||||||
Yavapai County, AZ, Industrial Development Authority Rev. (Waste Management, Inc.), 2.125%, 2027 (b) | 3,000,000 | 2,924,970 | ||||||
|
| |||||||
$ | 18,464,799 | |||||||
Industrial Revenue - Other - 0.8% | ||||||||
Iowa Finance Authority Midwestern Disaster Area Rev. (Iowa Fertilizer Co.), 5%, 2019 | $ | 1,630,000 | $ | 1,579,356 | ||||
Pennsylvania Economic Development Financing Authority, Exempt Facilities Rev. (Amtrak Project), “A”, 3%, 2018 | 265,000 | 273,191 | ||||||
Pennsylvania Economic Development Financing Authority, Exempt Facilities Rev. (Amtrak Project), “A”, 5%, 2019 | 1,325,000 | 1,496,389 | ||||||
St. Charles Parish, LA, Gulf Zone Opportunity Zone Rev. (Valero Energy Corp.), 4%, 2040 (b) | 3,280,000 | 3,267,667 | ||||||
Valdez, AK, Marine Terminal Rev. (BP Pipelines Project), “B”, 5%, 2021 | 4,000,000 | 4,589,240 | ||||||
|
| |||||||
$ | 11,205,843 | |||||||
Industrial Revenue - Paper - 0.1% | ||||||||
Bucksport, ME, Solid Waste Disposal Rev. (International Paper), “A”, 4%, 2014 | $ | 1,000,000 | $ | 1,009,380 | ||||
Courtland, AL, Industrial Development Board Environmental Improvement Rev. (International Paper Co.), “A”, 5%, 2013 | 750,000 | 750,000 | ||||||
|
| |||||||
$ | 1,759,380 | |||||||
Miscellaneous Revenue - Entertainment & Tourism - 0.3% | ||||||||
Brooklyn, NY, Arena Local Development Corp. (Barclays Center Project), 5.75%, 2015 | $ | 1,075,000 | $ | 1,130,545 | ||||
Louisiana Stadium & Exposition District Rev., “A”, 5%, 2020 | 335,000 | 382,955 | ||||||
Louisiana Stadium & Exposition District Rev., “A”, 5%, 2021 | 420,000 | 478,292 | ||||||
Louisiana Stadium & Exposition District Rev., “A”, 5%, 2022 | 250,000 | 283,170 |
15
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Miscellaneous Revenue - Entertainment & Tourism - continued | ||||||||
Louisiana Stadium & Exposition District Rev., “A”, 5%, 2023 | $ | 1,175,000 | $ | 1,325,494 | ||||
Louisiana Stadium & Exposition District Rev., “A”, 5%, 2024 | 730,000 | 817,126 | ||||||
|
| |||||||
$ | 4,417,582 | |||||||
Miscellaneous Revenue - Other - 2.7% | ||||||||
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, SYNCORA, 5.25%, 2019 | $ | 1,000,000 | $ | 1,049,970 | ||||
Florida Citizens Property Insurance Corp., “A-1”, 5%, 2019 | 4,000,000 | 4,561,720 | ||||||
Florida Citizens Property Insurance Corp., “A-1”, 5%, 2020 | 1,435,000 | 1,628,811 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp. Rev. (YMCA Greater Houston Area), “A”, 5%, 2016 | 360,000 | 378,691 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp. Rev. (YMCA Greater Houston Area), “A”, 5%, 2017 | 400,000 | 426,060 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp. Rev. (YMCA Greater Houston Area), “A”, 5%, 2018 | 430,000 | 460,212 | ||||||
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “B”, 5%, 2019 | 5,000,000 | 5,314,250 | ||||||
Los Angeles, CA, Regional Airports Improvement Corp., Facilities Lease Rev. (LAXFUEL Corp.), 5%, 2015 | 1,105,000 | 1,161,554 | ||||||
Los Angeles, CA, Regional Airports Improvement Corp., Facilities Lease Rev. (LAXFUEL Corp.), 5%, 2017 | 350,000 | 387,723 | ||||||
Los Angeles, CA, Regional Airports Improvement Corp., Facilities Lease Rev. (LAXFUEL Corp.), ASSD GTY, 5%, 2018 | 2,450,000 | 2,542,929 | ||||||
Los Angeles, CA, Regional Airports Improvement Corp., Facilities Lease Rev. (LAXFUEL Corp.), 5%, 2018 | 310,000 | 348,217 | ||||||
Los Angeles, CA, Regional Airports Improvement Corp., Facilities Lease Rev. (LAXFUEL Corp.), ASSD GTY, 5%, 2019 | 2,575,000 | 2,660,645 | ||||||
Los Angeles, CA, Regional Airports Improvement Corp., Facilities Lease Rev. (LAXFUEL Corp.), ASSD GTY, 5%, 2020 | 2,705,000 | 2,787,746 | ||||||
New York City, NY, Trust for Cultural Resources Rev. (Museum of Modern Art), “1A”, 5%, 2017 | 2,000,000 | 2,311,480 | ||||||
Oklahoma Industries Authority Rev. (Oklahoma Medical Research Foundation), 4.75%, 2014 | 1,060,000 | 1,080,967 | ||||||
Pennsylvania Industrial Development Authority Rev. (Economic Development), 5%, 2016 | 2,000,000 | 2,207,440 | ||||||
Port of Seattle, WA, Special Facilities Rev. (Seatac Fuel Facilities LLC), 5%, 2019 | 700,000 | 792,435 | ||||||
Port of Seattle, WA, Special Facilities Rev. (Seatac Fuel Facilities LLC), 5%, 2020 | 1,175,000 | 1,322,416 | ||||||
Port of Seattle, WA, Special Facilities Rev. (Seatac Fuel Facilities LLC), 5%, 2022 | 1,740,000 | 1,949,600 | ||||||
Wisconsin Public Finance Authority, Airport Facilities Rev. (Transportation Infrastructure Properties LLC), “B”, 5%, 2022 | 3,000,000 | 3,102,030 | ||||||
|
| |||||||
$ | 36,474,896 |
16
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Multi-Family Housing Revenue - 1.2% | ||||||||
Boston, MA, Housing Authority Capital Program Rev., AGM, 5%, 2015 | $ | 1,750,000 | $ | 1,823,115 | ||||
Boston, MA, Housing Authority Capital Program Rev., AGM, 5%, 2017 | 1,770,000 | 1,926,857 | ||||||
Massachusetts Housing Finance Agency, Rental Housing Rev., “A”, AGM, 5.05%, 2018 | 1,490,000 | 1,493,204 | ||||||
Michigan Housing Development Authority Rev. (Parkway Meadows Project), 4.2%, 2018 | 6,180,000 | 6,255,087 | ||||||
New York, NY, City Housing Development Corp., “B1”, 5%, 2018 | 3,250,000 | 3,740,620 | ||||||
New York, NY, City Housing Development Corp., “B1”, 5%, 2019 | 1,250,000 | 1,438,725 | ||||||
|
| |||||||
$ | 16,677,608 | |||||||
Port Revenue - 0.4% | ||||||||
Delaware River Port Authority, Pennsylvania & New Jersey Refunding (Port District Project), 5%, 2018 | $ | 1,230,000 | $ | 1,337,428 | ||||
Louisiana Offshore Terminal Authority Deepwater Port Rev. (LOOP LLC Project), 1.375%, 2037 (b) | 2,115,000 | 2,063,796 | ||||||
Port of Seattle, WA, Rev., “B”, 3%, 2015 | 2,285,000 | 2,380,924 | ||||||
|
| |||||||
$ | 5,782,148 | |||||||
Sales & Excise Tax Revenue - 1.5% | ||||||||
Contra Costa, CA, Transportation Authority Sales Tax Rev., FRN, 0.49%, 2034 (b) | $ | 2,500,000 | $ | 2,495,900 | ||||
Guam Government Business Privilege Tax Rev., “C”, 5%, 2016 | 955,000 | 1,059,869 | ||||||
Guam Government Business Privilege Tax Rev., “C”, 5%, 2017 | 1,080,000 | 1,220,422 | ||||||
Illinois Sales Tax Rev., “B”, 3%, 2014 | 5,000,000 | 5,086,400 | ||||||
Metropolitan Pier & Exposition Authority, Dedicated State Tax Rev. Capital Appreciation, NATL, 0%, 2018 | 7,090,000 | 6,386,247 | ||||||
Miami-Dade County, FL, Transit Sales Surtax Rev., AGM, 5%, 2017 | 1,500,000 | 1,696,905 | ||||||
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., “C”, 5%, 2022 | 2,910,000 | 2,879,358 | ||||||
|
| |||||||
$ | 20,825,101 | |||||||
Single Family Housing - State - 1.7% | ||||||||
California Housing Finance Agency Rev. (Home Mortgage), “E”, FGIC, 5%, 2014 | $ | 605,000 | $ | 606,398 | ||||
California Housing Finance Agency Rev. (Home Mortgage), “G”, 4.95%, 2023 | 3,100,000 | 3,110,788 | ||||||
California Housing Finance Agency Rev. (Home Mortgage), “K”, 4.55%, 2021 | 600,000 | 600,090 | ||||||
Colorado Housing & Finance Authority Rev., Single Family Program, “I”, 3.1%, 2013 | 2,475,000 | 2,475,000 | ||||||
Georgia Housing & Finance Authority Rev., Single Family Mortgage, “B-2”, 4.15%, 2019 | 3,525,000 | 3,533,636 |
17
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Single Family Housing - State - continued | ||||||||
Maryland Department of Housing & Community Development, “A”, 3.875%, 2016 | $ | 1,575,000 | $ | 1,645,796 | ||||
Missouri Housing Development Commission, Single Family Mortgage Rev. (Home Loan Program), “B”, GNMA, 6.05%, 2037 | 130,000 | 136,535 | ||||||
New York Housing Finance Agency Rev., “E”, 1.1%, 2016 | 3,000,000 | 3,003,540 | ||||||
South Dakota Housing Development Authority, “B”, 2.7%, 2014 | 2,245,000 | 2,259,929 | ||||||
Virginia Housing Development Authority, Commonwealth Mortgage, “A-5”, 4.4%, 2015 | 230,000 | 236,537 | ||||||
Virginia Housing Development Authority, Commonwealth Mortgage, “A-5”, 4.4%, 2015 | 295,000 | 306,859 | ||||||
West Virginia Housing Development Fund, “B”, 1.6%, 2014 | 2,000,000 | 2,006,660 | ||||||
West Virginia Housing Development Fund, “B”, 2%, 2015 | 1,085,000 | 1,091,998 | ||||||
West Virginia Housing Development Fund, “B”, 2.1%, 2015 | 1,750,000 | 1,764,998 | ||||||
|
| |||||||
$ | 22,778,764 | |||||||
Solid Waste Revenue - 0.3% | ||||||||
Maryland Industrial Development Financing Authority, Solid Waste Disposal, (Synagro-Baltimore), “A”, 5.25%, 2013 | $ | 750,000 | $ | 751,508 | ||||
Tampa, FL, Solid Waste System Rev., “A”, 5%, 2020 | 3,000,000 | 3,328,200 | ||||||
|
| |||||||
$ | 4,079,708 | |||||||
State & Agency - Other - 0.4% | ||||||||
Kentucky Property & Buildings Commission Rev. (Project Number 100), ��A”, 5%, 2020 | $ | 5,000,000 | $ | 5,879,050 | ||||
State & Local Agencies - 5.4% | ||||||||
Alabama Building Renovation Finance Authority Rev., 4%, 2017 | $ | 1,815,000 | $ | 2,001,419 | ||||
Alabama Building Renovation Finance Authority Rev., 4%, 2018 | 1,000,000 | 1,114,380 | ||||||
Alabama Building Renovation Finance Authority Rev., 4%, 2019 | 1,615,000 | 1,802,001 | ||||||
Alabama Public School & College Authority, “A”, 5%, 2015 | 2,000,000 | 2,140,160 | ||||||
Berkeley County, SC, School District Rev., 5%, 2018 | 630,000 | 731,613 | ||||||
Berkeley County, SC, School District Rev., 5%, 2017 | 500,000 | 573,785 | ||||||
California Public Works Board Lease Rev., 5%, 2014 | 1,000,000 | 1,019,280 | ||||||
California Public Works Board Lease Rev. (Various Capital Projects), “G”, 4%, 2015 | 1,000,000 | 1,068,150 | ||||||
California Public Works Board Lease Rev. (Various Capital Projects), “G”, 4%, 2016 | 3,840,000 | 4,216,550 | ||||||
California Public Works Board Lease Rev., Department of Corrections and Rehabilitation (State Prison - Lassen County, Susanville), “I”, 5%, 2016 | 5,000,000 | 5,549,800 | ||||||
California Public Works Board Lease Rev., Department of Public Health (Richmond Laboratory), “J”, 4%, 2015 | 1,000,000 | 1,068,150 | ||||||
Chattanooga, TN, Industrial Development Board, Lease Rental Rev. (Southside Redevelopment Corp.), 5%, 2018 | 5,120,000 | 5,932,851 |
18
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
State & Local Agencies - continued | ||||||||
Commonwealth of Pennsylvania, State Public School Building Authority Lease Rev. (School District of Philadelphia Project), 5%, 2017 | $ | 2,000,000 | $ | 2,210,460 | ||||
Commonwealth of Pennsylvania, State Public School Building Authority Lease Rev. (School District of Philadelphia Project), 5%, 2018 | 3,200,000 | 3,582,752 | ||||||
Commonwealth of Pennsylvania, State Public School Building Authority Lease Rev. (School District of Philadelphia Project), 5%, 2019 | 1,500,000 | 1,680,420 | ||||||
Florida Department Management Services Rev. “A”, AGM, 5.25%, 2015 | 1,875,000 | 2,020,631 | ||||||
Hamilton Heights School Building Corp., First Mortgage, “N”, AGM, 5%, 2014 | 1,875,000 | 1,935,413 | ||||||
Hampton, VA, Museum Rev., 5%, 2014 | 760,000 | 764,172 | ||||||
Los Angeles County, CA, Public Works Financing Authority Lease Rev. (Multiple Capital Project II), 5%, 2018 | 500,000 | 575,545 | ||||||
Mississippi Development Bank Special Obligation (Marshall County Industrial Development Authority Mississippi Highway Construction Project), 5%, 2021 | 1,685,000 | 1,936,756 | ||||||
New Jersey Economic Development Authority Rev., AGM, 5%, 2014 (c) | 1,000,000 | 1,039,330 | ||||||
New York Municipal Bond Bank Agency, Special School Purpose Rev., 5%, 2016 | 5,500,000 | 6,213,955 | ||||||
New York Tobacco Settlement Financing Corp., “B”, 5%, 2018 | 7,100,000 | 8,272,707 | ||||||
New York Tobacco Settlement Financing Corp., “B-1C”, 5.5%, 2019 | 780,000 | 782,753 | ||||||
New York Urban Development Corp. Rev., “A”, 5.125%, 2015 | 675,000 | 696,175 | ||||||
Oklahoma Capitol Improvement Authority, State Facilities Rev. (Higher Education Projects), “A”, 2.25%, 2017 | 2,500,000 | 2,609,125 | ||||||
Orange County, NC, Public Facilities Co., Limited Obligation, 5%, 2020 | 500,000 | 592,745 | ||||||
Rhode Island Health & Educational Building Corp Rev., “A”, 5%, 2019 | 2,000,000 | 2,250,040 | ||||||
Rhode Island Health & Educational Building Corp. Rev, “A”, 5%, 2021 | 2,240,000 | 2,476,253 | ||||||
South Jersey, NJ, Port Corp. Rev. (Marine Terminal), “P-2”, 4%, 2015 | 2,420,000 | 2,520,914 | ||||||
Virginia Public Building Authority, Public Facilities Rev., “A”, 5%, 2016 | 1,250,000 | 1,399,900 | ||||||
Virginia Public School Authority, “C”, 5%, 2018 | 1,000,000 | 1,178,060 | ||||||
Wake County, NC, Annual Appropriation Ltd., Obligation Bonds, 5%, 2014 | 1,890,000 | 1,941,862 | ||||||
|
| |||||||
$ | 73,898,107 |
19
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Student Loan Revenue - 2.4% | ||||||||
Iowa Student Loan Liquidity Corp. Rev., “A-1”, 4.875%, 2020 | $ | 4,525,000 | $ | 4,673,737 | ||||
Massachusetts Educational Financing Authority Rev., “A”, 5.5%, 2017 | 2,800,000 | 3,148,488 | ||||||
Massachusetts Educational Financing Authority Rev., “J”, 4.75%, 2019 | 1,235,000 | 1,341,926 | ||||||
Massachusetts Educational Financing Authority Rev., “J”, 5%, 2020 | 4,400,000 | 4,772,328 | ||||||
New Mexico Educational Assistance Foundation, “A-1”, 5%, 2019 | 2,000,000 | 2,332,740 | ||||||
New Mexico Educational Assistance Foundation, “A-1”, 4%, 2020 | 1,500,000 | 1,653,180 | ||||||
New Mexico Educational Assistance Foundation, “B”, 4%, 2015 | 3,000,000 | 3,183,990 | ||||||
Rhode Island Student Loan Program Authority Rev., “A”, 3%, 2014 | 500,000 | 510,475 | ||||||
Rhode Island Student Loan Program Authority Rev., “A”, 4%, 2015 | 500,000 | 525,930 | ||||||
Rhode Island Student Loan Program Authority Rev., “A”, 5%, 2016 | 500,000 | 545,100 | ||||||
Rhode Island Student Loan Program Authority Rev., “A”, 2.125%, 2018 | 3,200,000 | 3,074,720 | ||||||
Rhode Island Student Loan Program Authority Rev., “A”, 2.5%, 2019 | 4,590,000 | 4,345,353 | ||||||
Rhode Island Student Loan Program Authority Rev., “A”, 5%, 2020 | 2,000,000 | 2,160,440 | ||||||
|
| |||||||
$ | 32,268,407 | |||||||
Tax - Other - 2.0% | ||||||||
Denver, CO, City & County Excise Tax Rev., “A”, ASSD GTY, 6%, 2021 | $ | 1,500,000 | $ | 1,770,285 | ||||
Guam Government Ltd. Obligation Rev., “A”, 5%, 2013 | 825,000 | 827,153 | ||||||
New Jersey Economic Development Authority Rev., 5%, 2018 | 4,000,000 | 4,445,760 | ||||||
New Jersey Economic Development Authority Rev., Cigarette Tax, ETM, 5.375%, 2015 (c) | 2,730,000 | 2,953,423 | ||||||
New York Dormitory Authority, State Personal Income Tax Rev., “A”, 1.75%, 2018 | 10,000,000 | 10,307,000 | ||||||
New York, NY, City Transitional Finance Authority Rev., Future Tax Secured, “A”, 5%, 2014 | 515,000 | 539,463 | ||||||
New York, NY, City Transitional Finance Authority Rev., Future Tax Secured, “A”, ETM, 5%, 2014 (c) | 485,000 | 507,790 | ||||||
New York, NY, City Transitional Finance Authority Rev., Future Tax Secured, “C”, 5%, 2016 | 4,000,000 | 4,524,400 | ||||||
Virgin Islands Public Finance Authority Rev., Matching Fund Loan Note, “B”, 3%, 2015 | 1,750,000 | 1,800,453 | ||||||
|
| |||||||
$ | 27,675,727 | |||||||
Tax Assessment - 2.8% | ||||||||
Colorado Housing & Finance Authority Rev. (Colorado Employment Compensation), “A”, 5%, 2014 | $ | 4,000,000 | $ | 4,100,560 | ||||
Corona-Norco, CA, Unified School District, Public Financing Authority Special Tax Rev. (Riverside County), “A”, 2%, 2014 | 280,000 | 279,700 |
20
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Tax Assessment - continued | ||||||||
Corona-Norco, CA, Unified School District, Public Financing Authority Special Tax Rev. (Riverside County), “A”, 2%, 2015 | $ | 530,000 | $ | 525,209 | ||||
Corona-Norco, CA, Unified School District, Public Financing Authority Special Tax Rev. (Riverside County), “A”, 3%, 2016 | 605,000 | 607,922 | ||||||
Corona-Norco, CA, Unified School District, Public Financing Authority Special Tax Rev. (Riverside County), “A”, 4%, 2018 | 400,000 | 414,000 | ||||||
Irvine, CA, Improvement Bond Act 1915, 3%, 2014 | 500,000 | 507,860 | ||||||
Michigan Finance Authority Rev. (Unemployment Obligation Assessment), “A”, 5%, 2016 | 4,600,000 | 5,029,686 | ||||||
Michigan Finance Authority Rev. (Unemployment Obligation Assessment), “B”, 5%, 2022 | 5,000,000 | 5,463,400 | ||||||
Nevada Unemployment Compensation Rev., 5%, 2017 | 2,500,000 | 2,905,650 | ||||||
Pennsylvania Economic Development Financing Authority Unemployment Compensation Rev., “B”, 5%, 2023 | 1,770,000 | 1,917,813 | ||||||
Pennsylvania Economic Development Financing Authority Unemployment Compensation Rev., “B”, 5%, 2023 | 1,060,000 | 1,134,889 | ||||||
Pennsylvania Economic Development Financing Authority, Unemployment Compensation Rev., “B”, 5%, 2020 | 10,000,000 | 11,736,700 | ||||||
Sacramento, CA, City Financing Authority, Special Tax Rev. (Westlake and Regency Park), “A”, AGM, 3%, 2017 | 1,140,000 | 1,185,144 | ||||||
Sacramento, CA, City Financing Authority, Special Tax Rev. (Westlake and Regency Park), “A”, AGM, 4%, 2018 | 1,210,000 | 1,304,501 | ||||||
Sacramento, CA, City Financing Authority, Special Tax Rev. (Westlake and Regency Park), “A”, AGM, 4%, 2019 | 1,300,000 | 1,381,796 | ||||||
|
| |||||||
$ | 38,494,830 | |||||||
Tobacco - 1.8% | ||||||||
Alabama 21st Century Authority, Tobacco Settlement Rev., “A”, 4%, 2015 | $ | 1,000,000 | $ | 1,048,930 | ||||
Alabama 21st Century Authority, Tobacco Settlement Rev., “A”, 5%, 2018 | 2,335,000 | 2,625,451 | ||||||
Buckeye, OH, Tobacco Settlement Financing Authority, “A-2”, 5.125%, 2024 | 1,775,000 | 1,516,116 | ||||||
Illinois Railsplitter Tobacco Settlement Authority, 6.25%, 2024 | 7,190,000 | 7,699,555 | ||||||
Louisiana Tobacco Settlement Authority Rev., “2013-A”, 5%, 2023 | 2,160,000 | 2,374,618 | ||||||
New Jersey Tobacco Settlement Financing Corp., “1-A”, 4.5%, 2023 | 8,960,000 | 8,356,609 | ||||||
|
| |||||||
$ | 23,621,279 | |||||||
Toll Roads - 0.9% | ||||||||
Central Texas Regional Mobility Authority Senior Lien Rev., “A”, 3%, 2014 | $ | 200,000 | $ | 200,614 | ||||
Central Texas Regional Mobility Authority Senior Lien Rev., “A”, 5%, 2016 | 750,000 | 800,010 |
21
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Toll Roads - continued | ||||||||
Central Texas Regional Mobility Authority Senior Lien Rev., “A”, 5%, 2017 | $ | 450,000 | $ | 488,484 | ||||
Florida Mid Bay Bridge Authority Rev., Capital Appreciation, “A”, 0%, 2019 | 275,000 | 209,864 | ||||||
Florida Mid Bay Bridge Authority Rev., Capital Appreciation, “A”, 0%, 2023 | 215,000 | 125,852 | ||||||
Florida Mid Bay Bridge Authority Rev., Capital Appreciation, “A”, 0%, 2024 | 150,000 | 82,218 | ||||||
Illinois Toll Highway Authority Rev., “B”, 5%, 2018 | 6,000,000 | 6,980,460 | ||||||
Massachusetts Department of Transportation, Metropolitan Highway System Rev., “B”, 5%, 2017 | 1,000,000 | 1,127,260 | ||||||
San Francisco, CA, Bay Area Toll Authority, Bridge Rev., “C”, 1.45%, 2045 (b) | 2,500,000 | 2,517,400 | ||||||
|
| |||||||
$ | 12,532,162 | |||||||
Transportation - Special Tax - 1.8% | ||||||||
Chicago, IL, Transit Authority Capital Grant Receipts Rev., AMBAC, 5%, 2014 | $ | 2,000,000 | $ | 2,046,920 | ||||
Commonwealth of Virginia, Transportation Board Rev., Capital Projects, 5%, 2020 | 2,175,000 | 2,572,438 | ||||||
Kentucky Turnpike Authority, Economic Development Rev., “A”, 5%, 2016 | 4,000,000 | 4,460,720 | ||||||
Louisiana Gas & Fuels Tax Rev., “A-1”, 5%, 2018 | 2,525,000 | 2,959,982 | ||||||
Missouri Highways & Transit Commission State Road Rev. (Federal Reimbursement), “A”, 5%, 2015 | 3,000,000 | 3,210,240 | ||||||
Nevada Highway Improvement Rev. (Motor Vehicle Fuel Tax), NATL, 5.5%, 2013 | 2,395,000 | 2,405,370 | ||||||
New Jersey Transportation Trust Fund Authority, “D”, 5%, 2018 | 2,500,000 | 2,906,175 | ||||||
New Mexico Finance Authority State Transportation Rev., 5%, 2018 | 2,000,000 | 2,343,840 | ||||||
New York Thruway Authority, Second General Highway & Bridge Trust Fund, “A-1”, 5%, 2019 | 1,350,000 | 1,582,943 | ||||||
San Francisco, CA, Bay Area Rapid Transit District, Sales Tax Rev., “A”, 3%, 2015 | 400,000 | 417,752 | ||||||
|
| |||||||
$ | 24,906,380 | |||||||
Universities - Colleges - 10.6% | ||||||||
Alabama Private Colleges (Tuskegee University), “N”, ASSD GTY, 5%, 2015 | $ | 430,000 | $ | 460,491 | ||||
Allegheny County, PA, Higher Education Building Authority Rev. (Chatham University), “A”, 5%, 2016 | 475,000 | 504,213 | ||||||
Arizona Board of Regents (Arizona State University), “A”, 4%, 2017 | 300,000 | 332,796 | ||||||
Auburn University, General Fee Rev., “A”, 5%, 2021 | 2,170,000 | 2,586,640 |
22
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Universities - Colleges - continued | ||||||||
California Educational Facilities Authority Rev. (Chapman University), 5%, 2019 | $ | 1,000,000 | $ | 1,144,140 | ||||
California Educational Facilities Authority Rev. (Chapman University), 5%, 2020 | 1,250,000 | 1,425,150 | ||||||
California Educational Facilities Authority Rev. (Loyola Marymount), “B”, FRN, 0.88%, 2015 | 1,640,000 | 1,644,395 | ||||||
California Educational Facilities Authority Rev. (Pitzer College), 5%, 2016 | 1,395,000 | 1,517,523 | ||||||
California Educational Facilities Authority Rev. (University of San Francisco), 5%, 2021 | 500,000 | 573,690 | ||||||
California Municipal Finance Authority Rev. (Biola University), 5%, 2018 | 650,000 | 713,850 | ||||||
California State University Rev., “A”, 5%, 2022 | 5,000,000 | 5,969,650 | ||||||
Central Michigan University Rev., 5%, 2017 | 1,760,000 | 1,973,576 | ||||||
Delaware County, PA, Authority University Rev. (Villanova University), 4%, 2016 | 250,000 | 270,353 | ||||||
Delaware County, PA, Authority University Rev. (Villanova University), 5%, 2017 | 425,000 | 483,034 | ||||||
Delaware County, PA, Authority University Rev. (Villanova University), 5%, 2018 | 305,000 | 353,044 | ||||||
Delaware County, PA, Authority University Rev. (Villanova University), 5%, 2019 | 250,000 | 290,465 | ||||||
El Paso County, CO, Rev. (Colorado College), 5%, 2014 | 1,090,000 | 1,102,219 | ||||||
Erie, PA, Higher Education Building Authority Rev. (Mercyhurst College), 4.35%, 2014 | 640,000 | 646,112 | ||||||
Erie, PA, Higher Education Building Authority Rev. (Mercyhurst College), 5%, 2018 | 1,075,000 | 1,148,175 | ||||||
Florida Higher Educational Facilities, Financial Authority Rev. (University of Tampa Project), “A”, 5%, 2021 | 1,300,000 | 1,427,985 | ||||||
Florida Higher Educational Facilities, Financial Authority Rev. (University of Tampa Project), “A”, 5%, 2022 | 600,000 | 656,796 | ||||||
Fulton County, GA, Development Authority Rev. (Georgia Tech Athletic Association), “A”, 5%, 2019 | 5,000,000 | 5,804,300 | ||||||
Hempstead, NY, Local Development Corp. Rev. (Adelphi University Project), 5%, 2022 | 1,140,000 | 1,244,926 | ||||||
Illinois Educational Facilities Authority Rev. (The Art Institute of Chicago), “A”, 4.3%, 2030 (b) | 500,000 | 527,005 | ||||||
Illinois Educational Facilities Authority Rev. (University of Chicago), “B-1”, FRN, 1.1%, 2036 (b) | 2,000,000 | 1,973,520 | ||||||
Illinois Finance Authority Rev. (Depaul University), “B”, 5%, 2020 | 3,335,000 | 3,872,168 | ||||||
Illinois Finance Authority Rev. (IIlinois Institute of Technology), “A”, 5%, 2016 | 1,000,000 | 1,027,300 | ||||||
Illinois Finance Authority Rev. (Illinois Institute of Technology), “A”, 5%, 2017 | 2,000,000 | 2,024,740 |
23
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Universities - Colleges - continued | ||||||||
Illinois Finance Authority Rev. (Roosevelt University Project), 5%, 2015 | $ | 1,000,000 | $ | 1,035,560 | ||||
Illinois Finance Authority Rev. (Roosevelt University Project), 5.25%, 2019 | 570,000 | 613,195 | ||||||
Illinois Finance Authority Rev. (The Art Institute of Chicago), “A”, 4%, 2014 | 1,000,000 | 1,011,640 | ||||||
Illinois Finance Authority Rev. (The Art Institute of Chicago), “A”, 5%, 2015 | 900,000 | 952,191 | ||||||
Illinois Finance Authority Rev. (University of Chicago), “B”, 5%, 2017 | 1,000,000 | 1,140,510 | ||||||
Indiana Finance Authority Rev. (Butler University), “A”, 5%, 2022 | 1,000,000 | 1,112,560 | ||||||
Indiana University Rev., “A”, 5%, 2020 | 1,000,000 | 1,185,910 | ||||||
Iowa Higher Education Loan Authority Rev., Private College Facilities (Upper Iowa University), 5%, 2015 | 550,000 | 576,538 | ||||||
Iowa Higher Education Loan Authority Rev., Private College Facilities (Upper Iowa University), 5%, 2016 | 845,000 | 890,368 | ||||||
Iowa Higher Education Loan Authority Rev., Private College Facilities (Upper Iowa University), 5%, 2017 | 730,000 | 775,808 | ||||||
Jackson State University, MS, Educational Building Corp. Rev. “A-1”, 5%, 2015 | 1,490,000 | 1,565,841 | ||||||
Lone Star College System, TX, “A”, 5%, 2018 | 4,250,000 | 4,976,070 | ||||||
Massachusetts Development Finance Agency Rev. (Boston University), “V-2”, 2.875%, 2014 | 2,250,000 | 2,301,728 | ||||||
Massachusetts Development Finance Agency Rev. (Brandeis University), “O-2”, 3%, 2014 | 2,675,000 | 2,739,521 | ||||||
Massachusetts Development Finance Agency Rev. (Hampshire College), 5.15%, 2014 | 30,000 | 30,942 | ||||||
Massachusetts Development Finance Agency Rev. (Simmons College), “H”, SYNCORA, 5.25%, 2018 | 1,485,000 | 1,584,599 | ||||||
Massachusetts Development Finance Agency Rev. (Simmons College), “H”, SYNCORA, 5.25%, 2019 | 1,605,000 | 1,742,934 | ||||||
Massachusetts Development Finance Agency Rev. (Tufts University), “P”, 3%, 2036 (b) | 3,000,000 | 3,165,630 | ||||||
Massachusetts Development Finance Agency Rev. (Wheelock), “C”, 5%, 2017 | 1,520,000 | 1,630,626 | ||||||
Massachusetts Health & Educational Facilities Authority Rev. (Springfield College), 5%, 2014 | 1,010,000 | 1,043,694 | ||||||
Massachusetts Health & Educational Facilities Authority Rev. (Springfield College), 5%, 2016 | 1,115,000 | 1,189,058 | ||||||
Medical Center, Educational Building Corp. Rev. (University of Mississippi), 4%, 2014 | 1,240,000 | 1,265,556 | ||||||
Medical Center, Educational Building Corp. Rev. (University of Mississippi), 4%, 2015 | 2,330,000 | 2,441,001 |
24
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Universities - Colleges - continued | ||||||||
Michigan University Rev. (Wayne State University), “A”, 5%, 2013 | $ | 1,000,000 | $ | 1,001,810 | ||||
Nassau County, NY, Industrial Development Agency, Civic Facilities Rev. (New York Institute of Technology), “A”, 5.25%, 2017 | 430,000 | 459,937 | ||||||
New Jersey Educational Facilities Authority Rev. (University of Medicine & Dentistry), “B”, 6%, 2017 | 1,710,000 | 2,017,903 | ||||||
New York Dormitory Authority Rev. (Fordham University), 2%, 2014 | 1,170,000 | 1,183,865 | ||||||
New York Dormitory Authority Rev. (Fordham University), 4%, 2015 | 1,000,000 | 1,058,310 | ||||||
New York Dormitory Authority Rev. (Pace University), “A”, 4%, 2018 | 2,000,000 | 2,084,260 | ||||||
New York Dormitory Authority Rev. (Pace University), “A”, 5%, 2019 | 1,500,000 | 1,627,845 | ||||||
New York Dormitory Authority Rev. (Pace University), “A”, 4%, 2020 | 1,740,000 | 1,777,932 | ||||||
New York, NY, Trust for Cultural Resources Rev. (Juilliard School), 2.1%, 2036 (b) | 2,000,000 | 2,054,020 | ||||||
New York, NY, Trust for Cultural Resources Rev. (Juilliard School), “B”, 1.35%, 2036 (b) | 5,000,000 | 5,040,150 | ||||||
Niagara, NY, Area Development Corp. Rev. (Niagara University), “A”, 5%, 2017 | 200,000 | 217,164 | ||||||
Niagara, NY, Area Development Corp. Rev. (Niagara University), “A”, 5%, 2018 | 250,000 | 273,600 | ||||||
Oregon Health & Science University Rev., “A”, 5%, 2018 | 785,000 | 903,504 | ||||||
Pennsylvania Economic Development Financing Authority Unemployment Compensation Rev., “B”, 5.25%, 2017 | 1,000,000 | 1,136,780 | ||||||
Pennsylvania Higher Educational Facilities Authority Rev. (Drexel University), 5%, 2017 | 1,000,000 | 1,123,980 | ||||||
Pennsylvania Higher Educational Facilities Authority Rev. (Temple University), 3%, 2015 | 500,000 | 518,920 | ||||||
Pennsylvania Higher Educational Facilities Authority Rev. (Temple University), 4%, 2016 | 350,000 | 375,935 | ||||||
Pennsylvania Higher Educational Facilities Authority Rev. (Temple University), 4%, 2017 | 500,000 | 547,455 | ||||||
Pinellas County, FL, Educational Facilities Authority Rev. (Barry University), 4%, 2015 | 400,000 | 410,264 | ||||||
Pinellas County, FL, Educational Facilities Authority Rev. (Barry University), 4%, 2016 | 390,000 | 401,864 | ||||||
Pinellas County, FL, Educational Facilities Authority Rev. (Barry University), 4%, 2017 | 870,000 | 896,631 | ||||||
Puerto Rico Industrial, Tourist, Educational, Medical, & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 4%, 2014 | 1,000,000 | 1,002,590 |
25
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Universities - Colleges - continued | ||||||||
Puerto Rico Industrial, Tourist, Educational, Medical, & Environmental Control Facilities Financing Authority, Higher Education Rev. (International American University of Puerto Rico Project), 4%, 2014 | $ | 1,000,000 | $ | 1,014,320 | ||||
Quad Cities, IL, Regional Economic Development Authority Rev. (Augustana College), 3%, 2015 | 410,000 | 413,784 | ||||||
Quad Cities, IL, Regional Economic Development Authority Rev. (Augustana College), 3%, 2016 | 400,000 | 402,324 | ||||||
Quad Cities, IL, Regional Economic Development Authority Rev. (Augustana College), 3%, 2018 | 620,000 | 609,144 | ||||||
Quad Cities, IL, Regional Economic Development Authority Rev. (Augustana College), 4%, 2020 | 500,000 | 497,600 | ||||||
San Leanna, TX, Educational Facilities Corp., Higher Education Rev. (St. Edwards University), 5%, 2019 | 1,250,000 | 1,322,750 | ||||||
St. Lawrence County, NY, Industrial Development Agency (St. Lawrence University), 5%, 2016 | 1,000,000 | 1,113,650 | ||||||
Suffolk County, NY, Industrial Development Agency, Civic Facilities Rev. (New York Institute of Technology), 5.25%, 2017 | 500,000 | 514,260 | ||||||
Texas Tech University Rev., Refunding & Improvement, “A”, 4.25%, 2021 | 2,000,000 | 2,258,000 | ||||||
Tompkins County, NY, Industrial Development Agency Rev. (Ithaca College), 5%, 2016 | 3,000,000 | 3,187,800 | ||||||
Tulsa, OK, Industrial Authority Rev. (University of Tulsa), 5.5%, 2022 | 1,000,000 | 1,099,120 | ||||||
University of California, “AK”, 5%, 2048 (b) | 5,000,000 | 5,882,250 | ||||||
University of Delaware Rev., “B”, 4%, 2013 | 1,500,000 | 1,500,000 | ||||||
University of Missouri Curators Facilities Rev, “A”, 5%, 2019 | 5,000,000 | 5,973,450 | ||||||
University of Southern Indiana Rev., “J”, ASSD GTY, 4%, 2016 | 1,000,000 | 1,074,360 | ||||||
University of Texas, Permanent University Fund, “B”, 5%, 2014 (c) | 2,000,000 | 2,063,400 | ||||||
University of Texas, Permanent University Fund, “C”, 5%, 2021 | 1,000,000 | 1,099,840 | ||||||
Utah Board of Regents Auxiliary & Campus Facilities System Rev., “A”, NATL, 5%, 2018 | 1,090,000 | 1,162,441 | ||||||
Utah Board of Regents Student Loan Rev., “EE-2”, 5%, 2017 | 5,000,000 | 5,781,200 | ||||||
Washington Higher Education Facilities Authority Rev. (Gonzaga University), “A”, 5%, 2014 | 3,315,000 | 3,376,858 | ||||||
Western Michigan University Rev., ASSD GTY, 5.25%, 2014 | 1,000,000 | 1,047,890 | ||||||
|
| |||||||
$ | 144,178,896 | |||||||
Universities - Dormitories - 0.3% | ||||||||
California Statewide Communities Development Authority Student Housing (University of California-Irvine), 5%, 2014 | $ | 1,000,000 | $ | 1,017,580 | ||||
Pennsylvania Higher Educational Facilities Authority Rev. (Edinboro University Foundation), 5%, 2017 | 825,000 | 849,362 |
26
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Universities - Dormitories - continued | ||||||||
Pennsylvania Higher Educational Facilities Authority Rev. (Edinboro University Foundation), 5%, 2018 | $ | 1,005,000 | $ | 1,028,798 | ||||
University System of Maryland, Auxiliary Facility & Tuition Rev., “D”, 5%, 2022 | 1,000,000 | 1,202,890 | ||||||
|
| |||||||
$ | 4,098,630 | |||||||
Universities - Secondary Schools - 0.2% | ||||||||
Colorado Educational & Cultural Facilities Authority Rev. (Montessori Charter School Project), 2.25%, 2017 | $ | 175,000 | $ | 171,218 | ||||
Colorado Educational & Cultural Facilities Authority Rev. (Montessori Charter School Project), 3.25%, 2022 | 1,460,000 | 1,349,712 | ||||||
Colorado Educational & Cultural Facilities Authority Rev. (Pinnacle Charter School, Inc. K-8 Facility Project), 4%, 2018 | 300,000 | 311,163 | ||||||
Colorado Educational & Cultural Facilities Authority Rev. (Pinnacle Charter School, Inc. K-8 Facility Project), 4%, 2020 | 310,000 | 313,388 | ||||||
Colorado Educational & Cultural Facilities Authority Rev. (Pinnacle Charter School, Inc. K-8 Facility Project), 4%, 2022 | 545,000 | 531,457 | ||||||
|
| |||||||
$ | 2,676,938 | |||||||
Utilities - Investor Owned - 5.0% | ||||||||
Beaver County, PA, Industrial Development Authority, Pollution Control Rev. (Duquesne Light Co.), “C”, 4.75%, 2033 (b) | $ | 2,000,000 | $ | 2,123,500 | ||||
Brazos River, TX, Authority Rev. (Centerpoint Energy), “B”, FGIC, 4.25%, 2017 | 1,260,000 | 1,280,160 | ||||||
Chula Vista, CA, Industrial Development Rev. (San Diego Gas & Electric Co.), “A”, 1.65%, 2018 | 3,500,000 | 3,514,700 | ||||||
Connecticut Development Authority, Pollution Control Rev. (Connecticut Light & Power Co.), “A”, 1.55%, 2031 (b) | 2,000,000 | 2,020,100 | ||||||
De Soto Parish, LA, Pollution Control Rev. (Southwestern Electric Power Co.), 3.25%, 2019 (b) | 2,500,000 | 2,528,375 | ||||||
Escambia County, FL, Solid Waste Disposal Rev. (Gulf Power Co.), 1.35%, 2039 (b) | 2,500,000 | 2,507,000 | ||||||
Farmington, NM, Pollution Control Rev. (El Paso Electric Company Four Corners Project), “A”, 1.875%, 2032 (b) | 2,500,000 | 2,451,325 | ||||||
Farmington, NM, Pollution Control Rev. (Public Service Co. of New Mexico), “B”, 4.75%, 2040 (b) | 2,000,000 | 2,116,300 | ||||||
Farmington, NM, Pollution Control Rev. (Southern California Edison Co.), “A”, 2.875%, 2029 (b) | 2,400,000 | 2,467,416 | ||||||
Illinois Finance Authority Gas Supply Rev. (Peoples Gas Light & Coke Co.), 2.125%, 2030 (b) | 1,900,000 | 1,918,544 | ||||||
Independence County, AR, Pollution Control Rev. (Entergy Arkansas, Inc. Project), 2.375%, 2021 | 3,250,000 | 3,135,275 | ||||||
Indiana Finance Authority Environmental Facilities Rev. (Indianapolis Power & Light Co.), “B”, 4.9%, 2016 | 1,000,000 | 1,059,550 |
27
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Utilities - Investor Owned - continued | ||||||||
Iowa Finance Authority Pollution Control Facilities Rev. (Interstate Power & Light), FGIC, 5%, 2014 | $ | 1,000,000 | $ | 1,029,340 | ||||
Louisa, VA, Industrial Development Authority, Pollution Control Rev. (VEPCO), “C”, 1.5%, 2035 (b) | 2,000,000 | 2,009,360 | ||||||
Louisiana Public Facilities Authority Rev. (Entergy Gulf States Louisiana LLC), “B”, 2.875%, 2015 | 2,000,000 | 2,046,940 | ||||||
Louisville & Jefferson County, KY, Metropolitan Government Pollution Control Rev. (Louisville Gas & Electric Co.), “A”, 1.15%, 2033 | 2,000,000 | 1,990,260 | ||||||
Maricopa County, AZ, Pollution Control Corp., Pollution Control Rev. (Arizona Public Service Co.), “C”, 1.75%, 2029 (b) | 5,000,000 | 4,921,950 | ||||||
Maryland Economic Development Corp., Pollution Control Rev. (Potomac Electric Power Co.), 6.2%, 2022 | 1,045,000 | 1,238,231 | ||||||
Mason County, WV, Pollution Control Rev. (Appalachian Power Co.), “L”, 2%, 2022 (b) | 3,000,000 | 3,026,970 | ||||||
Massachusetts Development Finance Agency, Solid Waste Disposal Rev. (Dominion Energy Brayton), 5.75%, 2042 (b) | 220,000 | 272,096 | ||||||
Michigan Strategic Fund Ltd. Obligation Rev. (Detroit Edison Co.), 5.625%, 2020 | 1,000,000 | 1,159,220 | ||||||
Michigan Strategic Fund Ltd. Obligation Rev. (Detroit Edison Co.), 5.25%, 2029 (b) | 1,000,000 | 1,031,870 | ||||||
Missouri Environmental Improvement & Energy Resources Authority Rev. (Kansas City Power & Light Co. Project), 1.25%, 2017 | 2,000,000 | 1,976,640 | ||||||
Mobile, AL, Industrial Development Board, Pollution Control Rev. (Alabama Power Co.), 1.65%, 2034 (b) | 1,000,000 | 997,380 | ||||||
Navajo County, AZ, Pollution Control Corp. Rev. (Arizona Public Service Co.), “C”, 5.5%, 2034 (b) | 1,000,000 | 1,027,360 | ||||||
New Hampshire Business Finance Authority, Pollution Control Rev. (United Illuminating Co.), 4.5%, 2027 (b) | 1,960,000 | 2,025,072 | ||||||
New York Energy Research & Development Authority, Pollution Control Rev. (New York Electric & Gas Corp.), “A”, 2.125%, 2015 | 2,500,000 | 2,531,450 | ||||||
New York Energy Research & Development Authority, Pollution Control Rev. (Rochester Gas & Electric Corp.), “A”, NATL, 4.75%, 2032 (b) | 1,130,000 | 1,205,111 | ||||||
Ohio Air Quality Development Authority Rev. (FirstEnergy Generation Project), 2.25%, 2029 (b) | 1,500,000 | 1,486,005 | ||||||
Pennsylvania Economic Development Financing Authority (PPL Energy Supply LLC), 3%, 2038 (b) | 3,000,000 | 3,069,630 | ||||||
Pima County, AZ, Industrial Development Authority Pollution Control Rev. (Tucson Electric Power Co.), “A”, 4.95%, 2020 | 3,275,000 | 3,487,417 | ||||||
State of Indiana Finance Authority, Environmental Rev. (Duke Energy Indiana, Inc.), “A-2”, 3.375%, 2019 | 3,000,000 | 3,149,850 |
28
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Utilities - Investor Owned - continued | ||||||||
York County, VA, Economic Development Authority Pollution Control Rev. (Virginia Electric & Power Co.), “A”, 4.05%, 2033 (b) | $ | 1,000,000 | $ | 1,016,220 | ||||
|
| |||||||
$ | 67,820,617 | |||||||
Utilities - Municipal Owned - 3.5% | ||||||||
American Municipal Power, Inc. Rev. (AMP Fremont Energy Center Project), “B”, 5%, 2017 | $ | 1,260,000 | $ | 1,415,585 | ||||
California Department of Water Resources, Power Supply Rev., “L”, 5%, 2018 | 3,510,000 | 4,129,866 | ||||||
California Department of Water Resources, Power Supply Rev., “M”, 4%, 2019 | 3,000,000 | 3,407,310 | ||||||
California Infrastructure & Economic Development Bank Rev., “A”, 4%, 2015 | 1,260,000 | 1,318,729 | ||||||
Florida Municipal Power Agency Rev. (St. Lucie Project), “A”, 5%, 2019 | 2,365,000 | 2,765,489 | ||||||
Florida Municipal Power Agency Rev. (St. Lucie Project), “A”, 5%, 2020 | 1,330,000 | 1,549,743 | ||||||
Georgia Municipal Electric Authority Power Rev., “GG”, 5%, 2020 | 500,000 | 580,485 | ||||||
Georgia Municipal Gas Authority Rev. (Gas Portfolio III Project), “Q”, 5%, 2021 | 1,750,000 | 2,034,760 | ||||||
Guam Power Authority Rev., “A”, AGM, 5%, 2021 | 1,500,000 | 1,725,645 | ||||||
Harris County, TX, Cultural Education Facilities Finance Corp., Thermal Utilities Rev. (Teco Project), “A”, 5%, 2014 | 1,000,000 | 1,041,320 | ||||||
Intermountain Power Agency, UT, Power Supply Rev., “A”, 5%, 2022 | 750,000 | 850,598 | ||||||
Los Angeles, CA, Department of Water & Power Rev., “A”, 5%, 2019 | 1,000,000 | 1,200,500 | ||||||
Louisville & Jefferson County, KY, Metropolitan Government Pollution Control Rev. (Louisville Gas & Electric Co.), “A”, 1.65%, 2033 (b) | 2,700,000 | 2,732,319 | ||||||
Memphis, TN, Electric System Rev., 5%, 2014 | 1,500,000 | 1,576,575 | ||||||
Metropolitan Government of Nashville & Davidson County, TN, Electric System Rev., “B”, 5%, 2021 | 7,500,000 | 9,001,350 | ||||||
North Carolina Eastern Municipal Power Agency, “A”, 5%, 2014 | 1,000,000 | 1,007,450 | ||||||
North Carolina Municipal Power Agency No. 1, Catawba Electric Rev., “A”, 3%, 2016 | 2,050,000 | 2,159,286 | ||||||
Piedmont, SC, Municipal Power Agency Electric Rev., “A-2”, 5%, 2018 | 750,000 | 859,598 | ||||||
Sacramento, CA, Municipal Utility District, “X”, 5%, 2020 | 1,750,000 | 2,093,420 | ||||||
Sam Rayburn, TX, Municipal Power Agency, Power Supply System Rev., 5%, 2014 | 1,000,000 | 1,035,870 | ||||||
Seattle, WA, Municipal Light & Power Rev., “B”, 5%, 2018 | 4,000,000 | 4,653,320 | ||||||
|
| |||||||
$ | 47,139,218 |
29
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Utilities - Other - 1.5% | ||||||||
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5%, 2015 | $ | 190,000 | $ | 198,083 | ||||
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5%, 2016 | 1,340,000 | 1,428,708 | ||||||
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5.125%, 2016 | 1,045,000 | 1,137,483 | ||||||
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5%, 2022 | 2,455,000 | 2,733,004 | ||||||
Indiana Bond Bank Special Program, Gas Rev., “A”, 5.25%, 2016 | 270,000 | 292,307 | ||||||
Indiana Bond Bank Special Program, Gas Rev., “A”, 5%, 2017 | 1,350,000 | 1,467,005 | ||||||
Indiana Bond Bank Special Program, Gas Rev., “A”, 5.25%, 2018 | 355,000 | 394,029 | ||||||
Indiana Bond Bank Special Program, Gas Rev., “A”, 5.25%, 2021 | 1,000,000 | 1,122,650 | ||||||
Long Beach, CA, Bond Finance Authority, Natural Gas Purchase Rev., “A”, 5.25%, 2020 | 930,000 | 1,021,493 | ||||||
Nebraska Central Plains Energy Project, Gas Project Rev., 5%, 2020 | 1,710,000 | 1,871,988 | ||||||
Nebraska Central Plains Energy Project, Gas Project Rev., 5%, 2021 | 2,000,000 | 2,170,840 | ||||||
Tennessee Energy Acquisition Corp., Gas Rev., “A”, 5.25%, 2019 | 1,000,000 | 1,104,710 | ||||||
Texas Municipal Gas Acquisition & Supply Corp. III, Gas Supply Rev., 5%, 2019 | 5,000,000 | 5,409,250 | ||||||
|
| |||||||
$ | 20,351,550 | |||||||
Water & Sewer Utility Revenue - 8.5% | ||||||||
Atlanta, GA, Water & Wastewater Rev., “A”, FGIC, 5.5%, 2014 | $ | 1,185,000 | $ | 1,246,525 | ||||
Birmingham, AL, Waterworks Board Water Rev., 3%, 2015 | 3,730,000 | 3,861,520 | ||||||
California Department of Water Resources Rev. (Central Valley Project Water System), “AM”, 5%, 2024 | 6,000,000 | 7,129,260 | ||||||
Clairton, PA, Municipal Authority, “B”, 2%, 2013 | 425,000 | 425,272 | ||||||
Clairton, PA, Municipal Authority, “B”, 2%, 2014 | 435,000 | 436,792 | ||||||
Clairton, PA, Municipal Authority, “B”, 4%, 2015 | 375,000 | 389,756 | ||||||
Clarksville, TN, Sub Lien Water, Sewer & Gas Rev., 5%, 2018 | 1,000,000 | 1,143,200 | ||||||
Clarksville, TN, Sub Lien Water, Sewer & Gas Rev., 5%, 2019 | 920,000 | 1,064,532 | ||||||
Clarksville, TN, Water, Sewer & Gas Rev., 5%, 2021 | 720,000 | 830,758 | ||||||
Clarksville, TN, Water, Sewer & Gas Rev., 5%, 2022 | 1,680,000 | 1,946,162 | ||||||
Commonwealth of Puerto Rico Aqueduct & Sewer Authority Rev., “A”, 5%, 2017 | 2,000,000 | 1,658,440 | ||||||
Dallas, TX, Waterworks & Sewer Systems Rev., 3%, 2017 | 1,000,000 | 1,084,420 | ||||||
DeKalb County, GA, Water & Sewer Rev., “A”, 5%, 2021 | 1,000,000 | 1,167,370 | ||||||
Detroit, MI, Sewage Disposal System Rev., Senior Lien, “B”, NATL, 5.25%, 2022 | 3,000,000 | 3,009,660 | ||||||
Detroit, MI, Water & Sewerage Department, Sewage Disposal System Rev., “A”, AGM, 5%, 2016 | 2,500,000 | 2,519,600 | ||||||
East Bay, CA, Municipal Utility District, Wastewater System Rev., “A”, 0.4%, 2038 | 3,890,000 | 3,890,078 |
30
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Water & Sewer Utility Revenue - continued | ||||||||
Fort Worth, TX, Water & Sewer Rev., Refunding & Improvement, 5%, 2020 | $ | 2,940,000 | $ | 3,465,437 | ||||
Houston, TX, Utilities Systems Rev., NATL, 5.25%, 2014 | 1,485,000 | 1,524,694 | ||||||
Indiana Finance Authority Rev., “A”, 5%, 2017 | 3,700,000 | 4,211,155 | ||||||
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), Capital Appreciation, “B”, 0%, 2021 | 1,295,000 | 937,671 | ||||||
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), Capital Appreciation, “B”, 0%, 2022 | 1,345,000 | 911,883 | ||||||
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), Capital Appreciation, “B”, 0%, 2023 | 1,060,000 | 673,757 | ||||||
Los Angeles County, CA, Sanitation Districts Financing Authority Rev. (Capital Projects), “A”, 5%, 2020 | 5,000,000 | 6,009,350 | ||||||
Massachusetts Water Resources Authority, “A”, 4%, 2017 | 5,855,000 | 6,543,724 | ||||||
Miami-Dade County, FL, Water & Sewer Rev., 4%, 2014 | 1,000,000 | 1,034,080 | ||||||
Minnesota Public Facilities Authority, Revolving Fund Rev., “C”, 5%, 2019 | 9,215,000 | 10,884,574 | ||||||
Mississippi Development Bank Special Obligation (Hattiesburg Water & Sewer), “N”, AMBAC, 5%, 2015 | 1,000,000 | 1,049,060 | ||||||
Nashville & Davidson County, TN, Metropolitan Government Water & Sewer Rev., “A”, AGM, 5%, 2017 | 1,000,000 | 1,129,600 | ||||||
New York Environmental Facilities Corp. Rev., “C”, 5%, 2020 | 3,395,000 | 4,072,812 | ||||||
New York Environmental Facilities Corp. Rev., “C”, 5%, 2020 | 2,825,000 | 3,408,899 | ||||||
North Harris County, TX, Regional Water Authority Senior Lien Rev., 4%, 2023 | 1,025,000 | 1,100,235 | ||||||
North Harris County, TX, Regional Water Authority Senior Lien Rev., 4%, 2024 | 1,825,000 | 1,936,581 | ||||||
North Hudson, NJ, Sewerage Authority, Gross Rev. Lease Certificates, “A”, 4%, 2017 | 775,000 | 840,449 | ||||||
North Hudson, NJ, Sewerage Authority, Gross Rev. Lease Certificates, “A”, 4%, 2018 | 2,250,000 | 2,467,350 | ||||||
North Hudson, NJ, Sewerage Authority, Gross Rev. Lease Certificates, “A”, 5%, 2019 | 3,580,000 | 4,098,885 | ||||||
Ohio Water Development Authority, Water Pollution Control Rev., 5.25%, 2020 | 2,000,000 | 2,410,720 | ||||||
Phoenix, AZ, Civic Improvement Corp., Water System Rev., FGIC, 5.5%, 2021 | 1,260,000 | 1,547,456 | ||||||
Portland, OR, Sewer System Rev. , “A”, 5%, 2018 | 5,000,000 | 5,825,450 | ||||||
Seattle, WA, Water Systems Rev., 5%, 2019 | 5,000,000 | 5,962,850 | ||||||
Southern California Metropolitan Water District Rev., “E-3”, 3.5%, 2037 (b) | 4,000,000 | 4,325,000 | ||||||
St. Johns County, FL, Water & Sewer Rev., Capital Appreciation, “B”, 0%, 2022 | 2,755,000 | 2,046,139 | ||||||
St. Johns County, FL, Water & Sewer Rev., Capital Appreciation, “B”, 0%, 2023 | 2,655,000 | 1,875,173 |
31
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Municipal Bonds - continued | ||||||||
Water & Sewer Utility Revenue - continued | ||||||||
St. Johns County, FL, Water & Sewer Rev., Capital Appreciation, “B”, 0%, 2024 | $ | 2,460,000 | $ | 1,651,373 | ||||
Virginia Resources Authority, Clean Water Rev., 5%, 2017 (c) | 1,980,000 | 2,307,433 | ||||||
|
| |||||||
$ | 116,055,135 | |||||||
Total Municipal Bonds (Identified Cost, $1,248,863,195) | $ | 1,269,788,415 | ||||||
Floating Rate Demand Notes - 0.6% | ||||||||
Lincoln County, WY, Pollution Control Rev. (Exxon Mobil Corp.), “A”, 0.06%, due 11/01/13 | $ | 2,900,000 | $ | 2,900,000 | ||||
Lincoln County, WY, Pollution Control Rev. (Exxon Mobil Corp.), “B”, 0.06%, due 11/01/13 | 3,200,000 | 3,200,000 | ||||||
Lincoln County, WY, Pollution Control Rev. (Exxon Mobil Corp.), “C”, 0.06%, due 11/01/13 | 1,600,000 | 1,600,000 | ||||||
Total Floating Rate Demand Notes, at Cost and Value | $ | 7,700,000 | ||||||
Money Market Funds - 5.8% | ||||||||
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v) | 79,326,727 | $ | 79,326,727 | |||||
Total Investments (Identified Cost, $1,335,889,922) | $ | 1,356,815,142 | ||||||
Other Assets, Less Liabilities - 0.2% | 3,329,889 | |||||||
Net Assets - 100.0% | $ | 1,360,145,031 |
(b) | Mandatory tender date is earlier than stated maturity date. |
(c) | Refunded bond. |
(v) | Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ETM | Escrowed to Maturity |
FRN | Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end. |
Insurers | ||
AGM | Assured Guaranty Municipal | |
AMBAC | AMBAC Indemnity Corp. | |
ASSD GTY | Assured Guaranty Insurance Co. | |
FGIC | Financial Guaranty Insurance Co. | |
GNMA | Government National Mortgage Assn. | |
NATL | National Public Finance Guarantee Corp. | |
PSF | Permanent School Fund | |
RADIAN | Radian Asset Assurance, Inc. | |
SYNCORA | Syncora Guarantee Inc. |
See Notes to Financial Statements
32
Table of Contents
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 10/31/13 (unaudited)
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets | ||||
Investments- | ||||
Non-affiliated issuers, at value (identified cost, $1,256,563,195) | $1,277,488,415 | |||
Underlying affiliated funds, at cost and value | 79,326,727 | |||
Total investments, at value (identified cost, $1,335,889,922) | $1,356,815,142 | |||
Receivables for | ||||
Investments sold | 751,934 | |||
Fund shares sold | 4,126,233 | |||
Interest and dividends | 15,083,011 | |||
Total assets | $1,376,776,320 | |||
Liabilities | ||||
Payables for | ||||
Distributions | $390,129 | |||
Investments purchased | 12,699,549 | |||
Fund shares reacquired | 2,911,650 | |||
Payable to affiliates | ||||
Investment adviser | 27,631 | |||
Shareholder servicing costs | 517,334 | |||
Distribution and service fees | 15,081 | |||
Payable for independent Trustees’ compensation | 3,291 | |||
Accrued expenses and other liabilities | 66,624 | |||
Total liabilities | $16,631,289 | |||
Net assets | $1,360,145,031 | |||
Net assets consist of | ||||
Paid-in capital | $1,346,205,152 | |||
Unrealized appreciation (depreciation) on investments | 20,925,220 | |||
Accumulated net realized gain (loss) on investments | (7,310,969 | ) | ||
Undistributed net investment income | 325,628 | |||
Net assets | $1,360,145,031 | |||
Shares of beneficial interest outstanding | 168,371,903 |
Net assets | Shares outstanding | Net asset value per share (a) | ||||||||||
Class A | $698,369,587 | 86,425,103 | $8.08 | |||||||||
Class B | 2,417,600 | 299,510 | 8.07 | |||||||||
Class C | 164,623,920 | 20,361,202 | 8.09 | |||||||||
Class I | 494,733,924 | 61,286,088 | 8.07 |
(a) | Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $8.29 [100 / 97.5 x $8.08]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. |
See Notes to Financial Statements
33
Table of Contents
Financial Statements
Six months ended 10/31/13 (unaudited)
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income | ||||
Income | ||||
Interest | $16,509,023 | |||
Dividends from underlying affiliated funds | 31,615 | |||
Total investment income | $16,540,638 | |||
Expenses | ||||
Management fee | $2,629,606 | |||
Distribution and service fees | 1,788,079 | |||
Shareholder servicing costs | 552,137 | |||
Administrative services fee | 85,598 | |||
Independent Trustees’ compensation | 15,183 | |||
Custodian fee | 76,797 | |||
Shareholder communications | 27,385 | |||
Audit and tax fees | 25,713 | |||
Legal fees | 6,061 | |||
Miscellaneous | 128,043 | |||
Total expenses | $5,334,602 | |||
Fees paid indirectly | (5 | ) | ||
Reduction of expenses by investment adviser and distributor | (371,607 | ) | ||
Net expenses | $4,962,990 | |||
Net investment income | $11,577,648 | |||
Realized and unrealized gain (loss) on investments | ||||
Realized gain (loss) on investments (identified cost basis) | $(9,102,802 | ) | ||
Change in unrealized appreciation (depreciation) on investments | $(22,033,878 | ) | ||
Net realized and unrealized gain (loss) on investments | $(31,136,680 | ) | ||
Change in net assets from operations | $(19,559,032 | ) |
See Notes to Financial Statements
34
Table of Contents
Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
Change in net assets | Six months ended 10/31/13 (unaudited) | Year ended 4/30/13 | ||||||
From operations | ||||||||
Net investment income | $11,577,648 | $20,833,219 | ||||||
Net realized gain (loss) on investments | (9,102,802 | ) | 453,859 | |||||
Net unrealized gain (loss) on investments | (22,033,878 | ) | 3,522,025 | |||||
Change in net assets from operations | $(19,559,032 | ) | $24,809,103 | |||||
Distributions declared to shareholders | ||||||||
From net investment income | $(11,066,897 | ) | $(19,245,199 | ) | ||||
Change in net assets from fund share transactions | $97,739,798 | $367,302,685 | ||||||
Total change in net assets | $67,113,869 | $372,866,589 | ||||||
Net assets | ||||||||
At beginning of period | 1,293,031,162 | 920,164,573 | ||||||
At end of period (including undistributed net investment income of $325,628 and accumulated distributions in excess of net investment income of $185,123, respectively) | $1,360,145,031 | $1,293,031,162 |
See Notes to Financial Statements
35
Table of Contents
Financial Statements
The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class A | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $8.28 | $8.23 | $7.93 | $7.93 | $7.71 | $7.67 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.07 | $0.17 | $0.19 | $0.19 | $0.22 | $0.25 | ||||||||||||||||||
Net realized and unrealized | (0.20 | ) | 0.03 | 0.30 | (0.00 | )(w) | 0.22 | 0.05 | ||||||||||||||||
Total from investment operations | $(0.13 | ) | $0.20 | $0.49 | $0.19 | $0.44 | $0.30 | |||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.07 | ) | $(0.15 | ) | $(0.19 | ) | $(0.19 | ) | $(0.22 | ) | $(0.26 | ) | ||||||||||||
Net asset value, end of period (x) | $8.08 | $8.28 | $8.23 | $7.93 | $7.93 | $7.71 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (1.55 | )(n) | 2.51 | 6.20 | 2.41 | 5.80 | 3.99 | |||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense reductions (f) | 0.79 | (a) | 0.81 | 0.80 | 0.81 | 0.80 | 0.77 | |||||||||||||||||
Expenses after expense reductions (f) | 0.69 | (a) | 0.70 | 0.70 | 0.70 | 0.70 | 0.63 | |||||||||||||||||
Net investment income | 1.83 | (a) | 2.00 | 2.33 | 2.41 | 2.84 | 3.33 | |||||||||||||||||
Portfolio turnover | 20 | (n) | 11 | 17 | 9 | 8 | 15 | |||||||||||||||||
Net assets at end of period | $698,370 | $737,158 | $563,330 | $589,476 | $482,962 | $214,796 |
See Notes to Financial Statements
36
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class B | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $8.27 | $8.22 | $7.92 | $7.92 | $7.70 | $7.66 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.04 | $0.11 | $0.13 | $0.13 | $0.17 | $0.20 | ||||||||||||||||||
Net realized and unrealized | (0.20 | ) | 0.03 | 0.30 | (0.00 | )(w) | 0.21 | 0.04 | ||||||||||||||||
Total from investment operations | $(0.16 | ) | $0.14 | $0.43 | $0.13 | $0.38 | $0.24 | |||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.04 | ) | $(0.09 | ) | $(0.13 | ) | $(0.13 | ) | $(0.16 | ) | $(0.20 | ) | ||||||||||||
Net asset value, end of period (x) | $8.07 | $8.27 | $8.22 | $7.92 | $7.92 | $7.70 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (1.92 | )(n) | 1.75 | 5.42 | 1.65 | 5.03 | 3.22 | |||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense reductions (f) | 1.54 | (a) | 1.55 | 1.55 | 1.55 | 1.54 | 1.52 | |||||||||||||||||
Expenses after expense reductions (f) | 1.44 | (a) | 1.45 | 1.45 | 1.46 | 1.46 | 1.37 | |||||||||||||||||
Net investment income | 1.10 | (a) | 1.29 | 1.60 | 1.68 | 2.19 | 2.63 | |||||||||||||||||
Portfolio turnover | 20 | (n) | 11 | 17 | 9 | 8 | 15 | |||||||||||||||||
Net assets at end of period | $2,418 | $1,394 | $1,856 | $3,312 | $6,231 | $10,486 |
See Notes to Financial Statements
37
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class C | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of period | $8.28 | $8.24 | $7.94 | $7.93 | $7.71 | $7.67 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.04 | $0.10 | $0.12 | $0.12 | $0.16 | $0.19 | ||||||||||||||||||
Net realized and unrealized | (0.19 | ) | 0.02 | (g) | 0.30 | 0.01 | (g) | 0.21 | 0.04 | |||||||||||||||
Total from investment operations | $(0.15 | ) | $0.12 | $0.42 | $0.13 | $0.37 | $0.23 | |||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.04 | ) | $(0.08 | ) | $(0.12 | ) | $(0.12 | ) | $(0.15 | ) | $(0.19 | ) | ||||||||||||
Net asset value, end of period (x) | $8.09 | $8.28 | $8.24 | $7.94 | $7.93 | $7.71 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (1.85 | )(n) | 1.52 | 5.29 | 1.67 | 4.90 | 3.11 | |||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense reductions (f) | 1.54 | (a) | 1.55 | 1.55 | 1.55 | 1.57 | 1.62 | |||||||||||||||||
Expenses after expense reductions (f) | 1.54 | (a) | 1.55 | 1.55 | 1.55 | 1.55 | 1.48 | |||||||||||||||||
Net investment income | 0.98 | (a) | 1.16 | 1.47 | 1.56 | 1.98 | 2.46 | |||||||||||||||||
Portfolio turnover | 20 | (n) | 11 | 17 | 9 | 8 | 15 | |||||||||||||||||
Net assets at end of period | $164,624 | $183,295 | $150,584 | $121,803 | $111,259 | $44,185 |
See Notes to Financial Statements
38
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||
Class I | 2013 | 2012 | 2011 (i) | |||||||||||||
(unaudited) | ||||||||||||||||
Net asset value, beginning of period | $8.27 | $8.23 | $7.93 | $8.09 | ||||||||||||
Income (loss) from investment operations | ||||||||||||||||
Net investment income (d) | $0.08 | $0.18 | $0.20 | $0.13 | ||||||||||||
Net realized and unrealized | (0.20 | ) | 0.03 | 0.30 | (0.16 | )(g) | ||||||||||
Total from investment operations | $(0.12 | ) | $0.21 | $0.50 | $(0.03 | ) | ||||||||||
Less distributions declared to shareholders | ||||||||||||||||
From net investment income | $(0.08 | ) | $(0.17 | ) | $(0.20 | ) | $(0.13 | ) | ||||||||
Net asset value, end of period (x) | $8.07 | $8.27 | $8.23 | $7.93 | ||||||||||||
Total return (%) (r)(s)(x) | (1.48 | )(n) | 2.54 | 6.35 | (0.32 | )(n) | ||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||
Expenses before expense reductions (f) | 0.54 | (a) | 0.56 | 0.54 | 0.56 | (a) | ||||||||||
Expenses after expense reductions (f) | 0.54 | (a) | 0.55 | 0.54 | 0.53 | (a) | ||||||||||
Net investment income | 1.97 | (a) | 2.14 | 2.40 | 2.55 | (a) | ||||||||||
Portfolio turnover | 20 | (n) | 11 | 17 | 9 | |||||||||||
Net assets at end of period | $494,734 | $371,184 | $204,394 | $14,138 |
(a) | Annualized. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(g) | The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time. |
(i) | For the period from the class’ inception, August 30, 2010, through the stated period end. |
(n) | Not annualized. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(t) | Total returns do not include any applicable sales charges. |
(w) | Per share amount was less than $0.01. |
(x) | The net asset values per share and total returns have been calculated on net asset values which include adjustments made in accordance with the U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
39
Table of Contents
(unaudited)
(1) Business and Organization
MFS Municipal Limited Maturity Fund (the fund) is a series of MFS Series Trust IX (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.
(2) Significant Accounting Policies
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests primarily in municipal instruments. The value of municipal instruments can be affected by changes in their actual or perceived credit quality. The credit quality of municipal instruments can be affected by, among other things, the financial condition of the issuer or guarantor, the issuer’s future borrowing plans and sources of revenue, the economic feasibility of the revenue bond project or general borrowing purpose, political or economic developments in the region where the instrument is issued and the liquidity of the security. Municipal instruments generally trade in the over-the-counter market. Municipal instruments backed by current and anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the projects or assets or the inability to collect revenues for the project or from the assets. If the Internal Revenue Service determines an issuer of a municipal instrument has not complied with the applicable tax requirements, interest from the security could become taxable, the security could decline in value, and the funds may be required to issue Forms 1099-DIV.
In this reporting period, the fund adopted the disclosure provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of financial position or subject to a Master Netting Agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions. The disclosures required by ASU 2011-11, to the extent applicable to the fund, have been
40
Table of Contents
Notes to Financial Statements (unaudited) – continued
included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
In June 2013, FASB issued Accounting Standards Update 2013-08 Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”) which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company’s non-controlling ownership interest in another investment company. FASB has determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impacts of ASU 2013-08 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
Investment Valuations – Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine
41
Table of Contents
Notes to Financial Statements (unaudited) – continued
value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of October 31, 2013 in valuing the fund’s assets or liabilities:
Investments at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Municipal Bonds | $— | $1,269,788,415 | $— | $1,269,788,415 | ||||||||||||
Short Term Securities | — | 7,700,000 | — | 7,700,000 | ||||||||||||
Mutual Funds | 79,326,727 | — | — | 79,326,727 | ||||||||||||
Total Investments | $79,326,727 | $1,277,488,415 | $— | $1,356,815,142 |
For further information regarding security characteristics, see the Portfolio of Investments.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.
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.
42
Table of Contents
Notes to Financial Statements (unaudited) – continued
Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. This amount, for the six months ended October 31, 2013, is shown as a reduction of total expenses in the Statement of Operations.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable and tax-exempt income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to amortization and accretion of debt securities.
The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:
4/30/13 | ||||
Tax-exempt income | $19,245,199 |
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/13 | ||||
Cost of investments | $1,333,532,419 | |||
Gross appreciation | 31,284,888 | |||
Gross depreciation | (8,002,165 | ) | ||
Net unrealized appreciation (depreciation) | $23,282,723 | |||
As of 4/30/13 | ||||
Undistributed tax-exempt income | 1,552,390 | |||
Capital loss carryforwards | (126,716 | ) | ||
Other temporary differences | (1,737,513 | ) | ||
Net unrealized appreciation (depreciation) | 44,877,647 |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after April 30, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or
43
Table of Contents
Notes to Financial Statements (unaudited) – continued
long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of April 30, 2013, the fund had capital loss carryforwards available to offset future realized gains Such pre-enactment losses expire as follows:
4/30/18 | $(126,716 | ) |
Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
From net investment income | ||||||||
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||
Class A | $6,311,549 | $11,771,758 | ||||||
Class B | 9,915 | 18,870 | ||||||
Class C | 794,022 | 1,730,332 | ||||||
Class I | 3,951,411 | 5,724,239 | ||||||
Total | $11,066,897 | $19,245,199 |
(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 0.40% of the fund’s average daily net assets.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the six months ended October 31, 2013, this management fee reduction amounted to $5,909, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the six months ended October 31, 2013 was equivalent to an annual effective rate of 0.40% of the fund’s average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s operating expenses, exclusive of management fee, distribution and service fees, interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses, such that fund operating expenses do not exceed 0.15% annually of the fund’s average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until
44
Table of Contents
Notes to Financial Statements (unaudited) – continued
August 31, 2014. For the six months ended October 31, 2013, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.
Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $72,140 for the six months ended October 31, 2013, as its portion of the initial sales charge on sales of Class A shares of the fund.
The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.
The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Distribution Plan Fee Table:
Distribution Fee Rate (d) | Service Fee Rate (d) | Total Distribution Plan (d) | Annual Effective Rate (e) | Distribution and Service Fee | ||||||||||||||||
Class A | — | 0.25% | 0.25% | 0.15% | $900,177 | |||||||||||||||
Class B | 0.75% | 0.25% | 1.00% | 0.90% | 9,744 | |||||||||||||||
Class C | 0.75% | 0.25% | 1.00% | 1.00% | 878,158 | |||||||||||||||
Total Distribution and Service Fees | $1,788,079 |
(d) | In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below. |
(e) | The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 2013 based on each class’s average daily net assets. 0.10% of the Class A service fee is currently being waived under a written waiver agreement. For the six months ended October 31, 2013, this waiver amounted to $360,068 and is reflected as a reduction to total expenses in the Statement of Operations. For one year from date of purchase of Class B shares, assets attributable to such Class B shares are subject to the 0.25% annual Class B service fee. On assets attributable to all other Class B shares, 0.15% of the Class B service fee is being paid by the fund and 0.10% of the Class B service fee is currently being waived under a written waiver agreement. For the six months ended October 31, 2013, this waiver amounted to $1,013 and is reflected as a reduction of total expenses in the Statement of Operations. These written waiver agreements will continue until modified by the fund’s Board of Trustees, but such agreements will continue at least until August 31, 2014. Effective January 1, 2013, MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the six months ended October 31, 2013, this rebate amounted to $2,958 and $9, for Class A and Class C, respectively, and is reflected as a reduction of total expenses in the Statement of Operations. |
Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. Class B shares are subject to a
45
Table of Contents
Notes to Financial Statements (unaudited) – continued
CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 2013, were as follows:
Amount | ||||
Class A | $66,975 | |||
Class B | 1,645 | |||
Class C | 35,201 |
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the six months ended October 31, 2013, the fee was $54,160, which equated to 0.0082% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. For the six months ended October 31, 2013, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $497,977.
Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund partially 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 six months ended October 31, 2013 was equivalent to an annual effective rate of 0.0130% of the fund’s average daily net assets.
Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $15 and is included in independent Trustees’ compensation for the six months ended October 31, 2013. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $3,284 at October 31, 2013, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.
Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO,
46
Table of Contents
Notes to Financial Statements (unaudited) – continued
respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the six months ended October 31, 2013, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $4,024 and are included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $1,650, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
(4) Portfolio Securities
Purchases and sales of investments, other than short-term obligations, aggregated $333,191,442 and $249,496,067, respectively.
(5) Shares of Beneficial Interest
The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares sold | ||||||||||||||||
Class A | 19,663,137 | $159,012,462 | 44,098,027 | $364,540,625 | ||||||||||||
Class B | 170,533 | 1,373,801 | 22,327 | 184,258 | ||||||||||||
Class C | 2,470,103 | 20,036,568 | 8,506,543 | 70,365,122 | ||||||||||||
Class I | 30,872,167 | 248,030,454 | 31,594,846 | 260,926,478 | ||||||||||||
53,175,940 | $428,453,285 | 84,221,743 | $696,016,483 | |||||||||||||
Shares issued to shareholders in reinvestment of distributions | ||||||||||||||||
Class A | 714,324 | $5,767,417 | 1,236,717 | $10,224,409 | ||||||||||||
Class B | 919 | 7,404 | 1,640 | 13,539 | ||||||||||||
Class C | 78,849 | 636,905 | 155,791 | 1,288,747 | ||||||||||||
Class I | 350,675 | 2,828,133 | 519,222 | 4,288,447 | ||||||||||||
1,144,767 | $9,239,859 | 1,913,370 | $15,815,142 |
47
Table of Contents
Notes to Financial Statements (unaudited) – continued
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares reacquired | ||||||||||||||||
Class A | (22,992,491 | ) | $(185,415,055 | ) | (24,717,584 | ) | $(204,256,982 | ) | ||||||||
Class B | (40,474 | ) | (325,105 | ) | (81,123 | ) | (669,913 | ) | ||||||||
Class C | (4,315,464 | ) | (34,852,395 | ) | (4,814,439 | ) | (39,812,026 | ) | ||||||||
Class I | (14,814,963 | ) | (119,360,791 | ) | (12,084,546 | ) | (99,790,019 | ) | ||||||||
(42,163,392 | ) | $(339,953,346 | ) | (41,697,692 | ) | $(344,528,940 | ) | |||||||||
Net change | ||||||||||||||||
Class A | (2,615,030 | ) | $(20,635,176 | ) | 20,617,160 | $170,508,052 | ||||||||||
Class B | 130,978 | 1,056,100 | (57,156 | ) | (472,116 | ) | ||||||||||
Class C | (1,766,512 | ) | (14,178,922 | ) | 3,847,895 | 31,841,843 | ||||||||||
Class I | 16,407,879 | 131,497,796 | 20,029,522 | 165,424,906 | ||||||||||||
12,157,315 | $97,739,798 | 44,437,421 | $367,302,685 |
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2013, the fund’s commitment fee and interest expense were $3,025 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations
(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be an affiliated issuer:
Underlying Affiliated Fund | Beginning Shares/Par Amount | Acquisitions Shares/Par Amount | Dispositions Shares/Par Amount | Ending Shares/Par Amount | ||||||||||||
MFS Institutional Money Market Portfolio | 41,493,574 | 356,611,284 | (318,778,131 | ) | 79,326,727 | |||||||||||
Underlying Affiliated Fund | Realized Gain (Loss) | Capital Gain Distributions | Dividend Income | Ending Value | ||||||||||||
MFS Institutional Money Market Portfolio | $— | $— | $31,615 | $79,326,727 |
48
Table of Contents
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2013 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2012 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to
49
Table of Contents
Board Review of Investment Advisory Agreement – continued
the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for the one-year period and the 1st quintile for the five-year period ended December 31, 2012 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that MFS currently observes an expense limitation for the Fund, and that MFS Fund Distributors, Inc. (“MFD”), an affiliate of MFS, currently observes a Class A 12b-1 fee waiver, each of which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that
50
Table of Contents
Board Review of Investment Advisory Agreement – continued
were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Lipper expense group median, and the Fund’s total expense ratio was lower than the Lipper expense group median.
The Trustees also considered the advisory fees charged by MFS to any comparable institutional accounts. 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 in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is not subject to any breakpoints. Taking into account the expense limitation noted above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
51
Table of Contents
Board Review of Investment Advisory Agreement – continued
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFD. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2013.
A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products” section of the MFS Web site (mfs.com).
52
Table of Contents
PROXY VOTING POLICIES AND INFORMATION
A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section at the above address.
From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products” section of mfs.com.
PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
53
Table of Contents
Save paper with eDelivery.
MFS® will send you prospectuses, |
reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.
To sign up:
1. Go to mfs.com.
2. Log in via MFS® Access.
3. Select eDelivery.
If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.
WEB SITE
mfs.com
MFS TALK
1-800-637-8255
24 hours a day
ACCOUNT SERVICE AND LITERATURE
Shareholders
1-800-225-2606
Financial advisors
1-800-343-2829
Retirement plan services
1-800-637-1255
MAILING ADDRESS
MFS Service Center, Inc.
P.O. Box 55824
Boston, MA 02205-5824
OVERNIGHT MAIL
MFS Service Center, Inc.
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809
Table of Contents
SEMIANNUAL REPORT
October 31, 2013
MFS® RESEARCH BOND FUND
RBF-SEM
Table of Contents
MFS® RESEARCH BOND FUND
The report is prepared for the general information of shareholders.
It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED Ÿ MAY LOSE VALUE Ÿ NO BANK GUARANTEE
Table of Contents
LETTER FROM THE CHAIRMAN AND CEO
Dear Shareholders:
The global economy is trending toward growth again despite risks created by the U.S. government’s gridlock. The eurozone has emerged from its 18-month-long recession.
However, unemployment in the region persists at historically high levels. The U.K. economy is on the rebound. China’s economic gauges are improving and point toward expansion. And Japan’s aggressive program of monetary easing is showing signs of success.
The U.S. Federal Reserve’s expected tapering of its bond-buying stimulus program — telegraphed in the spring and delayed in September — has weighed on global markets. Emerging markets have borne much of the brunt, with currency values dropping and nervous investors seeking safety elsewhere. The greatest
threat to global economic recovery now appears to be related to the U.S. government’s impasse. While the tensions surrounding the 16-day government shutdown and potential U.S. debt default have dissipated, another round of potential gridlock lies ahead early in 2014, with the next U.S. budget and debt ceiling deadlines.
As always, managing risk in the face of uncertainty remains a top priority for investors. At MFS®, our uniquely collaborative investment process employs integrated, global research and active risk management. Our global team of investment professionals shares ideas and evaluates opportunities across continents, investment disciplines and asset classes — all with a goal of building better insights, and ultimately better results, for our clients.
We are mindful of the many economic challenges investors face, and believe it is more important than ever to maintain a long-term view and employ time-tested principles, such as asset allocation and diversification. We remain confident that our unique approach can serve investors well as they work with their financial advisors to identify and pursue the most suitable opportunities.
Respectfully,
Robert J. Manning
Chairman and Chief Executive Officer
MFS Investment Management®
December 16, 2013
The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.
1
Table of Contents
Portfolio structure (i)
Portfolio facts (i) | ||||
Average Duration (d) | 5.0 | |||
Average Effective Maturity (m) | 6.9 yrs. | |||
Fixed income sectors (i) | ||||
High Grade Corporates | 37.2% | |||
Mortgage-Backed Securities | 20.2% | |||
U.S. Treasury Securities | 11.5% | |||
Commercial Mortgage-Backed Securities | 8.0% | |||
High Yield Corporates | 6.4% | |||
Emerging Markets Bonds | 4.9% | |||
Asset-Backed Securities | 3.3% | |||
U.S. Government Agencies | 3.0% | |||
Collateralized Debt Obligations | 1.4% | |||
Non-U.S. Government Bonds | 0.7% | |||
Municipal Bonds | 0.3% |
Composition including fixed income credit quality (a)(i) | ||||
AAA | 6.1% | |||
AA | 2.3% | |||
A | 15.1% | |||
BBB | 29.6% | |||
BB | 6.5% | |||
B | 2.2% | |||
CCC | 0.1% | |||
CC | 0.2% | |||
C | 0.1% | |||
D (o) | 0.0% | |||
U.S. Government | 14.8% | |||
Federal Agencies | 23.2% | |||
Not Rated | (3.3)% | |||
Cash & Other | 3.1% |
(a) | For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. Cash & Other includes cash, other assets less liabilities, offsets to derivative positions, and short-term securities. The fund may not hold all of these instruments. The fund is not rated by these agencies. |
2
Table of Contents
Portfolio Composition – continued
(d) | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | For purposes of this presentation, the components include the market value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than market value. The bond component will include any accrued interest amounts. |
(m) | In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity. |
(o) | Less than 0.1%. |
Where the fund holds convertible bonds, these are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of 10/31/13.
The portfolio is actively managed and current holdings may be different.
3
Table of Contents
Fund expenses borne by the shareholders during the period,
May 1, 2013 through October 31, 2013
As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2013 through October 31, 2013.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
4
Table of Contents
Expense Table – continued
Share Class | Annualized Expense Ratio | Beginning Account Value 5/01/13 | Ending Account Value 10/31/13 | Expenses Paid During Period (p) 5/01/13-10/31/13 | ||||||||||||||
A | Actual | 0.81% | $1,000.00 | $984.49 | $4.05 | |||||||||||||
Hypothetical (h) | 0.81% | $1,000.00 | $1,021.12 | $4.13 | ||||||||||||||
B | Actual | 1.56% | $1,000.00 | $979.97 | $7.79 | |||||||||||||
Hypothetical (h) | 1.56% | $1,000.00 | $1,017.34 | $7.93 | ||||||||||||||
C | Actual | 1.66% | $1,000.00 | $979.44 | $8.28 | |||||||||||||
Hypothetical (h) | 1.66% | $1,000.00 | $1,016.84 | $8.44 | ||||||||||||||
I | Actual | 0.66% | $1,000.00 | $984.34 | $3.30 | |||||||||||||
Hypothetical (h) | 0.66% | $1,000.00 | $1,021.88 | $3.36 | ||||||||||||||
R1 | Actual | 1.66% | $1,000.00 | $979.44 | $8.28 | |||||||||||||
Hypothetical (h) | 1.66% | $1,000.00 | $1,016.84 | $8.44 | ||||||||||||||
R2 | Actual | 1.16% | $1,000.00 | $981.85 | $5.79 | |||||||||||||
Hypothetical (h) | 1.16% | $1,000.00 | $1,019.36 | $5.90 | ||||||||||||||
R3 | Actual | 0.91% | $1,000.00 | $983.08 | $4.55 | |||||||||||||
Hypothetical (h) | 0.91% | $1,000.00 | $1,020.62 | $4.63 | ||||||||||||||
R4 | Actual | 0.66% | $1,000.00 | $984.32 | $3.30 | |||||||||||||
Hypothetical (h) | 0.66% | $1,000.00 | $1,021.88 | $3.36 | ||||||||||||||
R5 | Actual | 0.55% | $1,000.00 | $984.87 | $2.75 | |||||||||||||
Hypothetical (h) | 0.55% | $1,000.00 | $1,022.43 | $2.80 | ||||||||||||||
529A | Actual | 0.85% | $1,000.00 | $984.19 | $4.25 | |||||||||||||
Hypothetical (h) | 0.85% | $1,000.00 | $1,020.92 | $4.33 | ||||||||||||||
529B | Actual | 1.71% | $1,000.00 | $979.19 | $8.53 | |||||||||||||
Hypothetical (h) | 1.71% | $1,000.00 | $1,016.59 | $8.69 | ||||||||||||||
529C | Actual | 1.71% | $1,000.00 | $979.19 | $8.53 | |||||||||||||
Hypothetical (h) | 1.71% | $1,000.00 | $1,016.59 | $8.69 |
(h) | 5% class return per year before expenses. |
(p) | Expenses paid are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by the number of days in the period, divided by the number of days in the year. Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher. |
Notes to Expense Table
Each class with a Rule 12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above. For Class 529A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.
5
Table of Contents
10/31/13 (unaudited)
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Bonds - 99.4% | ||||||||
Issuer | Shares/Par | Value ($) | ||||||
Aerospace - 0.2% | ||||||||
Bombardier, Inc., 7.75%, 2020 (n) | $ | 8,145,000 | $ | 9,285,300 | ||||
Apparel Manufacturers - 0.2% | ||||||||
PVH Corp., 7.375%, 2020 | $ | 5,950,000 | $ | 6,515,251 | ||||
PVH Corp., 4.5%, 2022 | 200,000 | 190,500 | ||||||
|
| |||||||
$ | 6,705,751 | |||||||
Asset-Backed & Securitized - 12.7% | ||||||||
Anthracite Ltd., “A”, CDO, FRN, 0.53%, 2019 (n) | $ | 1,124,103 | $ | 1,119,291 | ||||
Anthracite Ltd., CDO III, 6.077%, 2039 (a)(p)(z) | 5,877,211 | 293,861 | ||||||
ARI Fleet Lease Trust, “A”, FRN, 0.717%, 2020 (n) | 3,534,930 | 3,542,304 | ||||||
ARI Fleet Lease Trust, “A”, FRN, 0.467%, 2021 (n) | 4,895,924 | 4,889,750 | ||||||
Babson Ltd., CLO, “A1”, FRN, 0.492%, 2019 (n) | 1,297,188 | 1,287,367 | ||||||
Banc of America Commercial Mortgage, Inc., 5.338%, 2043 (n) | 9,482,898 | 10,232,881 | ||||||
Banc of America Commercial Mortgage, Inc., FRN, 5.617%, 2049 (n) | 2,193,253 | 2,434,063 | ||||||
Banc of America Large Loan, Inc., FRN, 5.325%, 2044 (n) | 4,841,721 | 5,220,857 | ||||||
Bayview Commercial Asset Trust, FRN, 0.48%, 2035 (z) | 487,790 | 411,023 | ||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 (i)(z) | 11,845,279 | 23,348 | ||||||
Bayview Commercial Asset Trust, FRN, 0.44%, 2036 (z) | 387,170 | 331,074 | ||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 (i)(z) | 11,619,140 | 107,408 | ||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 (i)(z) | 19,177,009 | 443,114 | ||||||
Bayview Commercial Asset Trust, FRN, 3.711%, 2036 (i)(z) | 9,494,482 | 262,868 | ||||||
Bayview Commercial Asset Trust, FRN, 3.993%, 2037 (i)(z) | 22,300,865 | 390,370 | ||||||
Bayview Financial Acquisition Trust, FRN, 5.638%, 2036 | 1,320,337 | 1,280,983 | ||||||
Bayview Financial Acquisition Trust, FRN, 5.483%, 2041 | 1,290,237 | 1,309,555 | ||||||
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 (z) | 3,092,061 | 1,486,905 | ||||||
Capital Trust Realty Ltd., CDO, 5.16%, 2035 (n) | 1,029,090 | 1,055,239 | ||||||
Capital Trust Realty Ltd., CDO, 5.267%, 2035 (z) | 7,074,200 | 7,169,277 | ||||||
Cent CDO XI Ltd., “A1”, FRN, 0.498%, 2019 (n) | 5,595,766 | 5,517,050 | ||||||
Chesapeake Funding LLC, “A”, FRN, 0.918%, 2023 (n) | 6,846,278 | 6,863,325 | ||||||
Chesapeake Funding LLC, “A”, FRN, 0.618%, 2025 (n) | 16,383,000 | 16,339,405 | ||||||
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 2049 | 28,251,642 | 31,303,328 | ||||||
Citigroup/Deutsche Bank Commercial Mortgage Trust, FRN, 5.219%, 2044 | 400,000 | 429,812 | ||||||
CNH Wholesale Master Note Trust, “A”, FRN, 0.767%, 2019 (n) | 14,837,000 | 14,837,000 |
6
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Asset-Backed & Securitized - continued | ||||||||
Commercial Mortgage Asset Trust, FRN, 0.487%, 2032 (i)(z) | $ | 4,017,526 | $ | 21,450 | ||||
Countrywide Asset-Backed Certificates, FRN, 5.142%, 2036 | 734,455 | 635,579 | ||||||
Credit Acceptance Auto Loan Trust, “A”, 2.2%, 2019 (n) | 3,714,000 | 3,746,457 | ||||||
Credit Acceptance Auto Loan Trust, “A”, 1.52%, 2020 (n) | 5,595,000 | 5,613,603 | ||||||
Credit Suisse Commercial Mortgage Trust, “A4”, FRN, 5.761%, 2039 | 18,235,102 | 20,265,198 | ||||||
Credit Suisse Commercial Mortgage Trust, “AM”, FRN, 5.684%, 2039 | 9,344,928 | 9,629,033 | ||||||
Credit Suisse Mortgage Capital Certificate, 5.311%, 2039 | 7,531,000 | 8,214,845 | ||||||
Credit Suisse Mortgage Capital Certificate, FRN, 5.694%, 2040 | 1,275,594 | 1,297,229 | ||||||
Credit-Based Asset Servicing & Securitization LLC, 4.502%, 2035 | 1,086,254 | 1,021,037 | ||||||
Credit-Based Asset Servicing & Securitization LLC, FRN, 4.473%, 2037 (d)(q) | 1,759,030 | 882,138 | ||||||
Credit-Based Asset Servicing & Securitization LLC, FRN, 4.401%, 2037 (d)(q) | 2,134,729 | 1,126,151 | ||||||
CWCapital Cobalt Ltd., “A4”, FRN, 5.773%, 2046 | 7,960,070 | 8,902,128 | ||||||
CWCapital LLC, 5.223%, 2048 | 6,335,000 | 6,868,407 | ||||||
Falcon Franchise Loan LLC, FRN, 8.291%, 2023 (i)(z) | 91,063 | 9,562 | ||||||
Falcon Franchise Loan LLC, FRN, 12.468%, 2025 (i)(z) | 830,242 | 124,536 | ||||||
First Union National Bank Commercial Mortgage, FRN, 1.63%, 2043 (i)(z) | 1,508,708 | 1,240 | ||||||
First Union-Lehman Brothers Bank of America, FRN, 0.578%, 2035 (i) | 2,493,737 | 50,039 | ||||||
Ford Credit Floorplan Master Owner Trust, “A”, FRN, 0.517%, 2016 | 14,401,000 | 14,407,624 | ||||||
GE Capital Commercial Mortgage Corp., “A”, 5.543%, 2049 | 3,400,691 | 3,743,780 | ||||||
GE Equipment Transportation LLC, 2013-2, “A2”, 0.61%, 2016 | 1,259,000 | 1,258,883 | ||||||
GMAC Mortgage Corp. Loan Trust, FRN, 5.805%, 2036 | 1,543,053 | 1,508,489 | ||||||
Goldman Sachs Mortgage Securities Corp., FRN, 5.799%, 2045 | 23,875,022 | 26,478,426 | ||||||
Gramercy Real Estate Ltd., CDO, FRN, 0.558%, 2035 (z) | 210,031 | 202,680 | ||||||
Greenwich Capital Commercial Funding Corp., 5.736%, 2049 | 6,903,563 | 7,781,662 | ||||||
Hertz Vehicle Financing LLC, 2010-1A, “A1”, 2.6%, 2015 (n) | 3,998,667 | 4,014,058 | ||||||
IMPAC CMB Trust, FRN, 0.91%, 2034 | 160,371 | 150,940 | ||||||
IMPAC CMB Trust, FRN, 1.09%, 2034 | 80,186 | 68,977 | ||||||
IMPAC Secured Assets Corp., FRN, 0.52%, 2036 | 589,743 | 579,948 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., 4.865%, 2046 | 2,195,695 | 2,214,431 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 5.813%, 2049 | 15,661,513 | 16,010,545 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 5.925%, 2051 | 21,360,633 | 21,899,839 | ||||||
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.813%, 2049 | 19,460,490 | 21,963,265 |
7
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Asset-Backed & Securitized - continued | ||||||||
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.443%, 2042 (n) | $ | 4,180,000 | $ | 851,341 | ||||
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.706%, 2049 | 2,662,741 | 2,984,158 | ||||||
Kingsland III Ltd., “A1”, CDO, FRN, 0.477%, 2021 (n) | 5,326,315 | 5,270,863 | ||||||
KKR Financial CLO Ltd., “A1”, FRN, 0.508%, 2017 (n) | 578,577 | 575,662 | ||||||
KKR Financial CLO Ltd., “C”, FRN, 1.69%, 2021 (n) | 7,811,290 | 7,356,829 | ||||||
LB Commercial Conduit Mortgage Trust, FRN, 1.412%, 2035 (i) | 1,397,696 | 63,768 | ||||||
Merrill Lynch Mortgage Investors, Inc., 5.396%, 2037 (d)(q) | 2,380,189 | 565,402 | ||||||
Merrill Lynch Mortgage Trust, “A3”, FRN, 5.852%, 2050 | 8,250,000 | 8,450,723 | ||||||
Merrill Lynch/Countrywide Commercial Mortgage Trust, FRN, 5.737%, 2050 | 22,016,127 | 24,582,635 | ||||||
Morgan Stanley Capital I, Inc., FRN, 1.466%, 2031 (i)(z) | 235,737 | 2 | ||||||
Morgan Stanley Re-REMIC Trust, FRN, 5.799%, 2045 (n) | 17,036,082 | 18,871,072 | ||||||
Nissan Auto Lease Trust, 2013-B, “A3”, 0.75%, 2016 | 6,181,000 | 6,181,053 | ||||||
Option One Mortgage Loan Trust, FRN, 5.611%, 2037 | 1,280,000 | 1,018,109 | ||||||
Ownit Mortgage Loan Asset-Backed Certificates, FRN, 3.582%, 2036 (d)(q) | 1,045,003 | 467,519 | ||||||
Preferred Term Securities XIX Ltd., CDO, FRN, 0.604%, 2035 (z) | 6,747,378 | 5,351,750 | ||||||
Race Point CLO Ltd., “A1A”, FRN, 0.441%, 2021 (n) | 18,919,000 | 18,664,048 | ||||||
Residential Funding Mortgage Securities, Inc., FRN, 5.32%, 2035 | 8,125,413 | 6,714,443 | ||||||
Santander Drive Auto Receivable Trust, “A2”, 0.91%, 2015 | 756,706 | 756,805 | ||||||
Santander Drive Auto Receivable Trust, “A2”, 0.57%, 2015 | 3,793,794 | 3,793,805 | ||||||
Smart Trust, “A2B”, FRN, 0.724%, 2014 (n) | 1,050,730 | 1,050,755 | ||||||
Smart Trust, “A2B”, FRN, 0.504%, 2015 (n) | 11,992,031 | 11,993,572 | ||||||
Smart Trust, “A2B”, FRN, 0.424%, 2015 | 8,070,000 | 8,056,350 | ||||||
Thornburg Mortgage Securities Trust, FRN, 0.85%, 2043 | 20,965 | 20,567 | ||||||
Wachovia Bank Commercial Mortgage Trust, “A3”, FRN, 5.925%, 2051 | 1,674,221 | 1,701,999 | ||||||
Wachovia Bank Commercial Mortgage Trust, “A4”, FRN, 5.925%, 2051 | 10,682,873 | 11,851,718 | ||||||
Wachovia Bank Commercial Mortgage Trust, FRN, 5.733%, 2049 | 21,096,007 | 23,492,999 | ||||||
|
| |||||||
$ | 479,961,584 | |||||||
Automotive - 1.2% | ||||||||
Daimler Finance North America LLC, 1.875%, 2018 (n) | $ | 7,204,000 | $ | 7,164,810 | ||||
Delphi Corp., 5%, 2023 | 8,770,000 | 9,208,500 | ||||||
Ford Motor Credit Co. LLC, 3.984%, 2016 | 3,677,000 | 3,916,196 | ||||||
Ford Motor Credit Co. LLC, 5%, 2018 | 9,817,000 | 10,878,738 | ||||||
General Motors Financial Co., Inc., 3.25%, 2018 (z) | 1,565,000 | 1,559,131 | ||||||
Harley-Davidson Financial Services, 3.875%, 2016 (n) | 6,172,000 | 6,552,732 | ||||||
Lear Corp., 8.125%, 2020 | 5,144,000 | 5,735,560 | ||||||
|
| |||||||
$ | 45,015,667 |
8
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Biotechnology - 0.6% | ||||||||
Life Technologies Corp., 5%, 2021 | $ | 20,509,000 | $ | 22,322,672 | ||||
Broadcasting - 0.8% | ||||||||
Discovery Communications, Inc., 4.95%, 2042 | $ | 5,225,000 | $ | 4,982,367 | ||||
Myriad International Holdings B.V., 6.375%, 2017 (n) | 2,021,000 | 2,218,048 | ||||||
Myriad International Holdings B.V., 6%, 2020 (n) | 8,020,000 | 8,541,300 | ||||||
News America, Inc., 8.5%, 2025 | 120,000 | 154,301 | ||||||
SES S.A., 3.6%, 2023 (n) | 3,480,000 | 3,368,048 | ||||||
SIRIUS XM Radio, Inc., 4.25%, 2020 (n) | 7,840,000 | 7,477,400 | ||||||
WPP Finance, 3.625%, 2022 | 5,113,000 | 4,955,167 | ||||||
|
| |||||||
$ | 31,696,631 | |||||||
Brokerage & Asset Managers - 0.5% | ||||||||
E*TRADE Financial Corp., 6%, 2017 | $ | 8,640,000 | $ | 9,158,400 | ||||
Invesco Finance PLC, 3.125%, 2022 | 3,588,000 | 3,386,878 | ||||||
TD Ameritrade Holding Corp., 5.6%, 2019 | 5,512,000 | 6,444,994 | ||||||
|
| |||||||
$ | 18,990,272 | |||||||
Building - 0.6% | ||||||||
CEMEX Finance LLC, 9.375%, 2022 | $ | 8,022,000 | $ | 9,004,695 | ||||
Mohawk Industries, Inc., 6.375%, 2016 | 6,391,000 | 7,017,695 | ||||||
Mohawk Industries, Inc., 3.85%, 2023 | 3,818,000 | 3,689,837 | ||||||
Owens Corning, Inc., 6.5%, 2016 | 1,822,000 | 2,039,849 | ||||||
|
| |||||||
$ | 21,752,076 | |||||||
Business Services - 0.3% | ||||||||
Equinix, Inc., 4.875%, 2020 | $ | 5,020,000 | $ | 5,038,825 | ||||
Tencent Holdings Ltd., 3.375%, 2018 | 7,245,000 | 7,386,676 | ||||||
|
| |||||||
$ | 12,425,501 | |||||||
Cable TV - 0.6% | ||||||||
NBCUniversal Enterprise, Inc., 1.974%, 2019 (n) | $ | 2,540,000 | $ | 2,505,413 | ||||
NBCUniversal Media LLC, 5.95%, 2041 | 7,613,000 | 8,765,189 | ||||||
Time Warner Entertainment Co. LP, 8.375%, 2033 | 5,117,000 | 5,603,069 | ||||||
Videotron Ltee, 5%, 2022 | 6,795,000 | 6,676,088 | ||||||
|
| |||||||
$ | 23,549,759 | |||||||
Chemicals - 1.1% | ||||||||
Celanese U.S. Holdings LLC, 4.625%, 2022 | $ | 9,376,000 | $ | 9,211,920 | ||||
Dow Chemical Co., 8.55%, 2019 | 10,900,000 | 14,107,783 | ||||||
LyondellBasell Industries N.V., 6%, 2021 | 290,000 | 337,416 | ||||||
LyondellBasell Industries N.V., 5.75%, 2024 | 6,990,000 | 8,004,396 | ||||||
NOVA Chemicals Corp., 5.25%, 2023 (n) | 9,224,000 | 9,408,480 | ||||||
|
| |||||||
$ | 41,069,995 |
9
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Computer Software - 0.0% | ||||||||
VeriSign, Inc., 4.625%, 2023 | $ | 585,000 | $ | 569,644 | ||||
Computer Software - Systems - 0.0% | ||||||||
Seagate HDD Cayman, 3.75%, 2018 (z) | $ | 962,000 | $ | 962,000 | ||||
Consumer Products - 0.4% | ||||||||
Mattel, Inc., 5.45%, 2041 | $ | 8,402,000 | $ | 8,502,488 | ||||
Newell Rubbermaid, Inc., 2.05%, 2017 | 3,750,000 | 3,729,488 | ||||||
Newell Rubbermaid, Inc., 4.7%, 2020 | 3,887,000 | 4,155,607 | ||||||
|
| |||||||
$ | 16,387,583 | |||||||
Consumer Services - 0.5% | ||||||||
ADT Corp., 6.25%, 2021 (n) | $ | 4,800,000 | $ | 5,094,000 | ||||
eBay, Inc., 2.6%, 2022 | 7,232,000 | 6,802,969 | ||||||
Experian Finance PLC, 2.375%, 2017 (n) | 5,923,000 | 5,899,344 | ||||||
|
| |||||||
$ | 17,796,313 | |||||||
Containers - 0.7% | ||||||||
Ardagh Packaging Finance PLC, 4.875%, 2022 (n) | $ | 4,635,000 | $ | 4,553,888 | ||||
Ball Corp., 4%, 2023 | 8,165,000 | 7,522,006 | ||||||
Crown Americas LLC, 4.5%, 2023 (n) | 9,930,000 | 9,309,375 | ||||||
Greif, Inc., 7.75%, 2019 | 5,615,000 | 6,358,988 | ||||||
|
| |||||||
$ | 27,744,257 | |||||||
Defense Electronics - 0.1% | ||||||||
BAE Systems Holdings, Inc., 6.375%, 2019 (n) | $ | 2,705,000 | $ | 3,171,556 | ||||
Electrical Equipment - 0.2% | ||||||||
Ericsson, Inc., 4.125%, 2022 | $ | 6,066,000 | $ | 6,032,516 | ||||
Electronics - 0.2% | ||||||||
NXP B.V./NXP Funding LLC, 3.75%, 2018 (z) | $ | 2,115,000 | $ | 2,120,288 | ||||
Tyco Electronics Group S.A., 6.55%, 2017 | 3,194,000 | 3,699,358 | ||||||
Tyco Electronics Group S.A., 3.5%, 2022 | 1,340,000 | 1,304,004 | ||||||
|
| |||||||
$ | 7,123,650 | |||||||
Emerging Market Quasi-Sovereign - 0.5% | ||||||||
Gaz Capital S.A., 3.85%, 2020 (n) | $ | 4,339,000 | $ | 4,230,525 | ||||
Gazprom Neft, 4.375%, 2022 (n) | 1,606,000 | 1,511,648 | ||||||
KazAgro National Management Holding, 4.625%, 2023 (n) | 4,278,000 | 4,043,780 | ||||||
Pertamina PT, 4.875%, 2022 (n) | 8,100,000 | 7,796,250 | ||||||
Pertamina PT, 5.625%, 2043 | 2,971,000 | 2,495,640 | ||||||
|
| |||||||
$ | 20,077,843 |
10
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Emerging Market Sovereign - 0.2% | ||||||||
Republic of South Africa, 5.875%, 2025 | $ | 6,031,000 | $ | 6,431,760 | ||||
Energy - Independent - 1.0% | ||||||||
Anadarko Petroleum Corp., 6.375%, 2017 | $ | 1,604,000 | $ | 1,875,119 | ||||
EOG Resources, Inc., 2.625%, 2023 | 4,541,000 | 4,270,075 | ||||||
EQT Corp., 4.875%, 2021 | 5,460,000 | 5,666,170 | ||||||
Noble Energy, Inc., 4.15%, 2021 | 9,910,000 | 10,415,995 | ||||||
Petrohawk Energy Corp., 7.25%, 2018 | 1,500,000 | 1,626,000 | ||||||
Pioneer Natural Resources Co., 6.65%, 2017 | 7,190,000 | 8,329,579 | ||||||
Southwestern Energy Co., 7.5%, 2018 | 6,187,000 | 7,384,754 | ||||||
|
| |||||||
$ | 39,567,692 | |||||||
Energy - Integrated - 1.2% | ||||||||
BG Energy Capital PLC, 2.875%, 2016 (n) | $ | 6,908,000 | $ | 7,242,513 | ||||
Chevron Corp., 1.104%, 2017 | 4,990,000 | 4,939,227 | ||||||
Chevron Corp., 3.191%, 2023 | 5,262,000 | 5,209,143 | ||||||
LUKOIL International Finance B.V., 3.416%, 2018 (n) | 4,542,000 | 4,576,065 | ||||||
LUKOIL International Finance B.V., 4.563%, 2023 (n) | 6,363,000 | 6,084,619 | ||||||
Pacific Rubiales Energy Corp., 5.125%, 2023 (n) | 9,177,000 | 8,786,978 | ||||||
Total Capital International S.A., 1.55%, 2017 | 8,593,000 | 8,681,224 | ||||||
|
| |||||||
$ | 45,519,769 | |||||||
Entertainment - 0.2% | ||||||||
Six Flags Entertainment Corp., 5.25%, 2021 (n) | $ | 7,700,000 | $ | 7,565,250 | ||||
Financial Institutions - 1.9% | ||||||||
CIT Group, Inc., 5.5%, 2019 (n) | $ | 7,342,000 | $ | 7,947,715 | ||||
General Electric Capital Corp., 2.1%, 2019 | 3,604,000 | 3,573,117 | ||||||
General Electric Capital Corp., 4.65%, 2021 | 6,757,000 | 7,398,456 | ||||||
General Electric Capital Corp., 3.15%, 2022 | 8,589,000 | 8,411,019 | ||||||
General Electric Capital Corp., 6.375% to 2017, FRN to 2067 | 5,150,000 | 5,587,750 | ||||||
International Lease Finance Corp., 5.75%, 2016 | 5,264,000 | 5,625,900 | ||||||
International Lease Finance Corp., 7.125%, 2018 (n) | 5,888,000 | 6,778,560 | ||||||
Nationstar Mortgage LLC/Capital Corp., 9.625%, 2019 | 3,725,000 | 4,199,938 | ||||||
Nationstar Mortgage LLC/Capital Corp., 6.5%, 2021 | 1,925,000 | 1,891,313 | ||||||
NYSE Euronext, 2%, 2017 | 4,518,000 | 4,541,593 | ||||||
SLM Corp., 6.25%, 2016 | 3,318,000 | 3,612,473 | ||||||
SLM Corp., 6%, 2017 | 2,065,000 | 2,245,688 | ||||||
SLM Corp., 4.625%, 2017 | 11,437,000 | 11,865,888 | ||||||
|
| |||||||
$ | 73,679,410 | |||||||
Food & Beverages - 1.9% | ||||||||
Anheuser-Busch InBev S.A., 7.75%, 2019 | $ | 9,724,000 | $ | 12,314,678 | ||||
BRF S.A., 5.875%, 2022 (n) | 2,208,000 | 2,296,320 |
11
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Food & Beverages - continued | ||||||||
BRF S.A., 3.95%, 2023 (n) | $ | 10,511,000 | $ | 9,459,900 | ||||
Embotelladora Andina S.A., 5%, 2023 (n) | 3,397,000 | 3,492,194 | ||||||
Kraft Foods Group, Inc., 5%, 2042 | 8,461,000 | 8,504,007 | ||||||
Kraft Foods, Inc., 6.125%, 2018 | 2,538,000 | 2,946,676 | ||||||
Kraft Foods, Inc., 5.375%, 2020 | 1,104,000 | 1,253,116 | ||||||
Mead Johnson Nutrition Co., “A”, 4.9%, 2019 | 3,146,000 | 3,487,624 | ||||||
Smithfield Foods, Inc., 6.625%, 2022 | 7,145,000 | 7,520,113 | ||||||
Tyson Foods, Inc., 6.6%, 2016 | 8,949,000 | 10,046,496 | ||||||
Tyson Foods, Inc., 4.5%, 2022 | 4,645,000 | 4,817,613 | ||||||
Wm. Wrigley Jr. Co., 3.375%, 2020 (n) | 5,215,000 | 5,325,558 | ||||||
|
| |||||||
$ | 71,464,295 | |||||||
Forest & Paper Products - 0.9% | ||||||||
Fibria Overseas Finance Ltd., 7.5%, 2020 | $ | 4,842,000 | $ | 5,326,200 | ||||
Fibria Overseas Finance Ltd., 6.75%, 2021 | 3,841,000 | 4,205,895 | ||||||
Georgia-Pacific LLC, 5.4%, 2020 (n) | 5,083,000 | 5,746,642 | ||||||
Georgia-Pacific LLC, 3.734%, 2023 (n) | 11,057,000 | 10,924,017 | ||||||
Smurfit Kappa Group PLC, 4.875%, 2018 (n) | 6,695,000 | 6,862,375 | ||||||
|
| |||||||
$ | 33,065,129 | |||||||
Gaming & Lodging - 0.5% | ||||||||
Carnival Corp., 3.95%, 2020 | $ | 12,226,000 | $ | 12,401,504 | ||||
Wyndham Worldwide Corp., 4.25%, 2022 | 5,675,000 | 5,657,663 | ||||||
|
| |||||||
$ | 18,059,167 | |||||||
Insurance - 1.6% | ||||||||
American International Group, Inc., 4.875%, 2016 | $ | 4,739,000 | $ | 5,210,957 | ||||
American International Group, Inc., 6.4%, 2020 | 12,214,000 | 14,653,111 | ||||||
American International Group, Inc., 4.125%, 2024 | 3,397,000 | 3,492,194 | ||||||
Genworth Holdings, Inc., 4.9%, 2023 | 4,152,000 | 4,324,159 | ||||||
ING U.S., Inc., 2.9%, 2018 | 3,264,000 | 3,331,111 | ||||||
ING U.S., Inc., 5.7%, 2043 (n) | 2,205,000 | 2,330,500 | ||||||
Metropolitan Life Global Funding I, 5.125%, 2014 (n) | 2,570,000 | 2,642,071 | ||||||
Pacific Lifecorp, 5.125%, 2043 (n) | 7,926,000 | 7,477,690 | ||||||
Unum Group, 7.125%, 2016 | 2,220,000 | 2,538,153 | ||||||
UnumProvident Corp., 6.85%, 2015 (n) | 11,413,000 | 12,604,437 | ||||||
|
| |||||||
$ | 58,604,383 | |||||||
Insurance - Health - 0.3% | ||||||||
Humana, Inc., 7.2%, 2018 | $ | 9,203,000 | $ | 11,035,060 | ||||
Insurance - Property & Casualty - 2.5% | ||||||||
Allied World Assurance, 5.5%, 2020 | $ | 3,670,000 | $ | 4,029,458 | ||||
Allstate Corp., 5.75%, 2053 | 3,811,000 | 3,896,748 |
12
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Insurance - Property & Casualty - continued | ||||||||
AXIS Capital Holdings Ltd., 5.75%, 2014 | $ | 5,360,000 | $ | 5,639,867 | ||||
Berkshire Hathaway, Inc., 4.5%, 2043 | 7,619,000 | 7,346,735 | ||||||
CNA Financial Corp., 5.875%, 2020 | 6,990,000 | 8,110,064 | ||||||
Liberty Mutual Group, Inc., 4.25%, 2023 (n) | 13,005,000 | 13,011,333 | ||||||
Marsh & McLennan Cos., Inc., 4.8%, 2021 | 10,943,000 | 11,910,558 | ||||||
Marsh & McLennan Cos., Inc., 4.05%, 2023 | 2,935,000 | 2,971,784 | ||||||
PartnerRe Ltd., 5.5%, 2020 | 4,882,000 | 5,426,377 | ||||||
QBE Capital Funding III Ltd., FRN, 7.25%, 2041 (n) | 7,155,000 | 7,530,638 | ||||||
QBE Insurance Group Ltd., 2.4%, 2018 (n) | 3,721,000 | 3,652,299 | ||||||
Swiss Re Ltd., 4.25%, 2042 (n) | 2,967,000 | 2,637,535 | ||||||
XL Group PLC, 6.5% to 2017, FRN to 2049 | 9,289,000 | 9,112,509 | ||||||
ZFS Finance USA Trust II, 6.45% to 2016, FRN to 2065 (n) | 2,405,000 | 2,573,350 | ||||||
ZFS Finance USA Trust V, 6.5% to 2017, FRN to 2067 (n) | 6,524,000 | 6,923,595 | ||||||
|
| |||||||
$ | 94,772,850 | |||||||
International Market Quasi-Sovereign - 0.7% | ||||||||
Achmea Hypotheekbank N.V., 3.2%, 2014 (n) | $ | 381,000 | $ | 391,721 | ||||
Electricite de France, FRN, 5.25%, 2049 (n) | 7,217,000 | 7,094,311 | ||||||
Israel Electric Corp. Ltd., 6.875%, 2023 (n) | 6,765,000 | 7,248,698 | ||||||
Societe Financement de l’ Economie Francaise, 3.375%, 2014 (n) | 7,905,000 | 8,028,682 | ||||||
Statoil A.S.A., 2.45%, 2023 | 3,936,000 | 3,653,482 | ||||||
|
| |||||||
$ | 26,416,894 | |||||||
Internet - 0.3% | ||||||||
Baidu, Inc., 3.25%, 2018 | $ | 7,945,000 | $ | 8,116,731 | ||||
Baidu, Inc., 3.5%, 2022 | 2,898,000 | 2,714,360 | ||||||
|
| |||||||
$ | 10,831,091 | |||||||
Local Authorities - 0.8% | ||||||||
State of California (Build America Bonds), 7.625%, 2040 | $ | 1,360,000 | $ | 1,847,084 | ||||
State of California (Build America Bonds), 7.6%, 2040 | 10,440,000 | 14,290,272 | ||||||
State of Illinois (Build America Bonds), 6.63%, 2035 | 7,235,000 | 7,458,562 | ||||||
State of Illinois (Build America Bonds), 6.9%, 2035 | 5,360,000 | 5,545,992 | ||||||
State of Illinois (Build America Bonds), 6.725%, 2035 | 1,560,000 | 1,618,375 | ||||||
|
| |||||||
$ | 30,760,285 | |||||||
Machinery & Tools - 0.6% | ||||||||
Case New Holland, Inc., 7.875%, 2017 | $ | 11,150,000 | $ | 13,198,813 | ||||
United Rentals North America, Inc., 7.375%, 2020 | 6,755,000 | 7,531,825 | ||||||
|
| |||||||
$ | 20,730,638 | |||||||
Major Banks - 7.2% | ||||||||
ABN AMRO Bank N.V., 4.25%, 2017 (n) | $ | 7,822,000 | $ | 8,417,958 | ||||
Banco Santander U.S. Debt S.A.U., 3.781%, 2015 (n) | 7,100,000 | 7,314,498 |
13
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Major Banks - continued | ||||||||
Bank of America Corp., 6.5%, 2016 | $ | 1,460,000 | $ | 1,658,667 | ||||
Bank of America Corp., 5.65%, 2018 | 19,525,000 | 22,271,757 | ||||||
Bank of America Corp., 5.625%, 2020 | 2,505,000 | 2,870,753 | ||||||
Bank of America Corp., 5.875%, 2021 | 4,930,000 | 5,719,308 | ||||||
Bank of America Corp., 3.3%, 2023 | 15,044,000 | 14,438,584 | ||||||
Bank of America Corp., FRN, 5.2%, 2049 | 3,933,000 | 3,569,198 | ||||||
Credit Suisse Group AG, 6.5%, 2023 (n) | 7,462,000 | 7,964,939 | ||||||
DBS Bank Ltd., 3.625% to 2017, FRN to 2022 (n) | 5,702,000 | 5,879,874 | ||||||
Goldman Sachs Group, Inc., 5.625%, 2017 | 4,693,000 | 5,221,235 | ||||||
Goldman Sachs Group, Inc., 2.375%, 2018 | 7,171,000 | 7,212,205 | ||||||
Goldman Sachs Group, Inc., 3.625%, 2023 | 16,972,000 | 16,557,289 | ||||||
HSBC Holdings PLC, 4%, 2022 | 7,694,000 | 7,964,221 | ||||||
HSBC USA, Inc., 4.875%, 2020 | 5,500,000 | 5,994,571 | ||||||
ING Bank N.V., 2%, 2015 (n) | 6,554,000 | 6,656,963 | ||||||
ING Bank N.V., 3.75%, 2017 (n) | 2,945,000 | 3,114,573 | ||||||
ING Bank N.V., 5.8%, 2023 (n) | 11,506,000 | 12,067,067 | ||||||
JPMorgan Chase & Co., 2%, 2017 | 3,141,000 | 3,180,960 | ||||||
JPMorgan Chase & Co., 4.25%, 2020 | 5,000,000 | 5,333,090 | ||||||
JPMorgan Chase & Co., 4.5%, 2022 | 6,850,000 | 7,298,346 | ||||||
JPMorgan Chase & Co., 3.25%, 2022 | 4,744,000 | 4,582,343 | ||||||
JPMorgan Chase & Co., 3.2%, 2023 | 9,726,000 | 9,338,798 | ||||||
JPMorgan Chase Bank N.A., 5.875%, 2016 | 4,250,000 | 4,751,572 | ||||||
Merrill Lynch & Co., Inc., 6.05%, 2016 | 6,749,000 | 7,461,384 | ||||||
Morgan Stanley, 5.75%, 2016 | 7,752,000 | 8,696,170 | ||||||
Morgan Stanley, 5.5%, 2020 | 4,790,000 | 5,406,856 | ||||||
Morgan Stanley, 5.5%, 2021 | 20,255,000 | 22,796,759 | ||||||
Morgan Stanley, 4.875%, 2022 | 6,531,000 | 6,723,397 | ||||||
PNC Bank N.A., 3.8%, 2023 | 19,691,000 | 19,589,887 | ||||||
PNC Funding Corp., 5.625%, 2017 | 8,496,000 | 9,502,079 | ||||||
Regions Financial Corp., 2%, 2018 | 3,688,000 | 3,626,458 | ||||||
Royal Bank of Scotland PLC, 2.55%, 2015 | 4,259,000 | 4,361,983 | ||||||
Wachovia Corp., 6.605%, 2025 | 2,393,000 | 2,857,338 | ||||||
Wells Fargo & Co., 5.375%, 2043 | 3,919,000 | 3,965,044 | ||||||
|
| |||||||
$ | 274,366,124 | |||||||
Medical & Health Technology & Services - 0.6% | ||||||||
Catholic Health Initiatives, 2.95%, 2022 | $ | 9,909,000 | $ | 9,220,037 | ||||
Express Scripts Holding Co., 2.65%, 2017 | 6,827,000 | 7,085,805 | ||||||
HCA, Inc., 7.875%, 2020 | 5,075,000 | 5,506,375 | ||||||
|
| |||||||
$ | 21,812,217 | |||||||
Metals & Mining - 1.5% | ||||||||
Barrick International (Barbados) Corp., 5.75%, 2016 (n) | $ | 5,766,000 | $ | 6,163,837 | ||||
Barrick North America Finance LLC, 5.75%, 2043 | 8,843,000 | 7,611,542 |
14
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Metals & Mining - continued | ||||||||
Freeport-McMoRan Copper & Gold Inc., 3.875%, 2023 | $ | 3,357,000 | $ | 3,177,501 | ||||
Plains Exploration & Production Co., 6.875%, 2023 | 8,930,000 | 9,889,975 | ||||||
Rio Tinto Finance (USA) PLC, 3.5%, 2022 | 10,481,000 | 10,320,945 | ||||||
Rio Tinto Finance (USA) PLC, 2.875%, 2022 | 8,679,000 | 8,143,315 | ||||||
Southern Copper Corp., 6.75%, 2040 | 10,523,000 | 10,374,173 | ||||||
|
| |||||||
$ | 55,681,288 | |||||||
Mortgage-Backed - 20.1% | ||||||||
Fannie Mae, 3.5%, 2043 | $ | 25,565,716 | $ | 26,243,420 | ||||
Fannie Mae, 4.523%, 2014 | 847,004 | 844,925 | ||||||
Fannie Mae, 4.62%, 2014 - 2015 | 4,050,824 | 4,153,657 | ||||||
Fannie Mae, 4.77%, 2014 | 1,642,107 | 1,658,152 | ||||||
Fannie Mae, 4.822%, 2014 | 3,415,646 | 3,449,460 | ||||||
Fannie Mae, 4.86%, 2014 | 1,499,435 | 1,539,666 | ||||||
Fannie Mae, 5.05%, 2014 | 1,139,796 | 1,166,938 | ||||||
Fannie Mae, 5.392%, 2014 | 1,992,154 | 2,018,005 | ||||||
Fannie Mae, 4.53%, 2015 | 1,107,184 | 1,158,846 | ||||||
Fannie Mae, 4.56%, 2015 | 21,420 | 22,358 | ||||||
Fannie Mae, 4.6%, 2015 | 1,771,680 | 1,855,863 | ||||||
Fannie Mae, 4.665%, 2015 | 1,119,905 | 1,159,498 | ||||||
Fannie Mae, 4.7%, 2015 | 26,821 | 28,260 | ||||||
Fannie Mae, 4.78%, 2015 | 2,437,894 | 2,558,705 | ||||||
Fannie Mae, 4.815%, 2015 | 1,771,616 | 1,848,685 | ||||||
Fannie Mae, 4.85%, 2015 | 1,352,684 | 1,397,819 | ||||||
Fannie Mae, 4.87%, 2015 | 1,137,988 | 1,187,029 | ||||||
Fannie Mae, 4.89%, 2015 | 355,534 | 375,669 | ||||||
Fannie Mae, 4.908%, 2015 | 2,102,868 | 2,187,178 | ||||||
Fannie Mae, 4.94%, 2015 | 2,641,000 | 2,776,342 | ||||||
Fannie Mae, 5.09%, 2016 | 2,672,155 | 2,883,383 | ||||||
Fannie Mae, 5.134%, 2016 | 473,970 | 509,631 | ||||||
Fannie Mae, 5.395%, 2016 | 2,298,422 | 2,509,456 | ||||||
Fannie Mae, 5.432%, 2016 | 4,347,104 | 4,716,829 | ||||||
Fannie Mae, 5.5%, 2016 - 2038 | 49,816,323 | 54,221,343 | ||||||
Fannie Mae, 5.725%, 2016 | 2,068,205 | 2,286,994 | ||||||
Fannie Mae, 5.93%, 2016 | 1,180,942 | 1,286,267 | ||||||
Fannie Mae, 2.71%, 2017 | 1,492,149 | 1,565,402 | ||||||
Fannie Mae, 4.99%, 2017 | 3,968,104 | 4,115,326 | ||||||
Fannie Mae, 5.28%, 2017 | 2,581,324 | 2,826,628 | ||||||
Fannie Mae, 5.478%, 2017 | 1,077,687 | 1,223,087 | ||||||
Fannie Mae, 5.54%, 2017 | 1,433,076 | 1,574,206 | ||||||
Fannie Mae, 2.578%, 2018 | 11,000,000 | 11,408,430 | ||||||
Fannie Mae, 3.84%, 2018 | 1,403,086 | 1,519,415 | ||||||
Fannie Mae, 3.849%, 2018 | 3,691,240 | 4,001,334 |
15
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Mortgage-Backed - continued | ||||||||
Fannie Mae, 3.99%, 2018 | $ | 2,450,000 | $ | 2,665,597 | ||||
Fannie Mae, 5%, 2018 - 2040 | 33,515,813 | 36,374,258 | ||||||
Fannie Mae, 2.43%, 2019 | 1,957,338 | 2,006,281 | ||||||
Fannie Mae, 5.18%, 2019 | 522,407 | 578,065 | ||||||
Fannie Mae, 4.88%, 2020 | 592,512 | 649,921 | ||||||
Fannie Mae, 5.19%, 2020 | 2,744,106 | 3,020,748 | ||||||
Fannie Mae, 4.5%, 2025 | 1,390,955 | 1,478,802 | ||||||
Fannie Mae, 3%, 2027 | 18,532,400 | 19,267,897 | ||||||
Fannie Mae, 6.5%, 2031 - 2033 | 312,576 | 351,353 | ||||||
Fannie Mae, 4.5%, 2034 - 2040 | 8,598,953 | 9,227,320 | ||||||
Fannie Mae, 6%, 2034 - 2038 | 19,119,717 | 21,083,580 | ||||||
Fannie Mae, 3.5%, 2041 - 2042 | 12,206,999 | 12,536,673 | ||||||
Fannie Mae, 4%, 2041 | 20,014,790 | 21,096,523 | ||||||
Fannie Mae, 3.5%, 2043 | 41,564,650 | 42,669,109 | ||||||
Fannie Mae, TBA, 4%, 2043 | 63,555,000 | 66,951,220 | ||||||
Fannie Mae, TBA, 4.5%, 2043 | 8,740,000 | 9,355,897 | ||||||
Federal Home Loan Bank, 3%, 2043 | 4,037,711 | 3,973,345 | ||||||
Freddie Mac, 3.5%, 2042 | 26,561,522 | 27,172,010 | ||||||
Freddie Mac, 1.655%, 2016 | 6,270,432 | 6,382,804 | ||||||
Freddie Mac, 1.426%, 2017 | 6,993,000 | 7,042,769 | ||||||
Freddie Mac, 3.882%, 2017 | 8,787,000 | 9,550,098 | ||||||
Freddie Mac, 5.5%, 2017 - 2038 | 10,940,967 | 11,857,379 | ||||||
Freddie Mac, 2.303%, 2018 | 2,159,711 | 2,204,655 | ||||||
Freddie Mac, 2.323%, 2018 | 5,437,000 | 5,548,796 | ||||||
Freddie Mac, 2.412%, 2018 | 4,630,000 | 4,764,386 | ||||||
Freddie Mac, 3.154%, 2018 | 3,479,000 | 3,687,416 | ||||||
Freddie Mac, 5%, 2018 - 2040 | 10,773,674 | 11,641,328 | ||||||
Freddie Mac, 1.869%, 2019 | 8,154,000 | 7,988,082 | ||||||
Freddie Mac, 2.13%, 2019 | 14,841,000 | 14,947,692 | ||||||
Freddie Mac, 2.313%, 2020 | 9,101,000 | 9,089,515 | ||||||
Freddie Mac, 3.32%, 2020 - 2023 | 8,228,727 | 8,449,344 | ||||||
Freddie Mac, 4.251%, 2020 | 4,741,000 | 5,194,510 | ||||||
Freddie Mac, 3.06%, 2023 | 5,785,000 | 5,695,385 | ||||||
Freddie Mac, 3.25%, 2023 | 8,549,000 | 8,615,409 | ||||||
Freddie Mac, 4%, 2025 - 2043 | 33,728,497 | 35,435,660 | ||||||
Freddie Mac, 4.5%, 2025 - 2041 | 2,953,605 | 3,137,481 | ||||||
Freddie Mac, 3.5%, 2026 - 2043 | 33,021,352 | 33,860,103 | ||||||
Freddie Mac, 6%, 2033 - 2038 | 4,532,103 | 4,981,081 | ||||||
Freddie Mac, 3%, 2043 | 5,496,241 | 5,406,361 | ||||||
Ginnie Mae, 4.5%, 2041 | 3,576,555 | 3,877,362 | ||||||
Ginnie Mae, 6%, 2034 - 2038 | 5,623,997 | 6,237,209 | ||||||
Ginnie Mae, 5.5%, 2038 - 2042 | 8,345,222 | 9,136,466 | ||||||
Ginnie Mae, 4.5%, 2039 - 2042 | 57,030,038 | 62,061,382 |
16
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Mortgage-Backed - continued | ||||||||
Ginnie Mae, 3.5%, 2040 - 2042 | $ | 23,018,013 | $ | 23,924,869 | ||||
Ginnie Mae, 4%, 2040 - 2041 | 17,472,073 | 18,665,608 | ||||||
|
| |||||||
$ | 764,119,955 | |||||||
Municipals - 0.3% | ||||||||
California Educational Facilities Authority Rev. (Stanford University), “U-3”, 5%, 2043 | $ | 6,305,000 | $ | 7,343,938 | ||||
Florida Hurricane Catastrophe Fund Finance Corp. Rev., “A”, 1.298%, 2016 | 2,565,000 | 2,557,254 | ||||||
|
| |||||||
$ | 9,901,192 | |||||||
Natural Gas - Distribution - 0.1% | ||||||||
Centrica PLC, 4%, 2023 (z) | $ | 5,134,000 | $ | 5,157,668 | ||||
Natural Gas - Pipeline - 1.6% | ||||||||
DCP Midstream LLC, 3.875%, 2023 | $ | 3,064,000 | $ | 2,858,016 | ||||
El Paso Corp., 7.75%, 2032 | 8,840,000 | 9,175,566 | ||||||
Energy Transfer Partners LP, 4.65%, 2021 | 8,511,000 | 8,912,566 | ||||||
Energy Transfer Partners LP, 5.15%, 2043 | 5,108,000 | 4,788,311 | ||||||
Kinder Morgan Energy Partners LP, 6.95%, 2038 | 2,580,000 | 3,024,366 | ||||||
Kinder Morgan Energy Partners LP, 6.375%, 2041 | 7,490,000 | 8,289,580 | ||||||
MarkWest Energy Partners LP, 5.5%, 2023 | 3,745,000 | 3,876,075 | ||||||
ONEOK Partners LP, 6.2%, 2043 | 7,052,000 | 7,742,285 | ||||||
Spectra Energy Capital LLC, 8%, 2019 | 8,284,000 | 10,098,320 | ||||||
Williams Cos., Inc., 3.7%, 2023 | 2,784,000 | 2,559,654 | ||||||
|
| |||||||
$ | 61,324,739 | |||||||
Network & Telecom - 1.1% | ||||||||
Empresa Nacional de Telecomunicaciones S.A., 4.875%, 2024 (z) | $ | 9,528,000 | $ | 9,529,286 | ||||
Verizon Communications, Inc., 5.15%, 2023 | 9,431,000 | 10,232,522 | ||||||
Verizon Communications, Inc., 6.55%, 2043 | 18,245,000 | 21,168,050 | ||||||
|
| |||||||
$ | 40,929,858 | |||||||
Oil Services - 1.0% | ||||||||
Odebrecht Offshore Drilling Finance Ltd., 6.75%, 2022 (n) | $ | 9,202,000 | $ | 9,593,085 | ||||
Qgog Constellation S.A., 6.25%, 2019 (n) | 8,618,000 | 8,337,915 | ||||||
Rowan Cos., Inc., 5.4%, 2042 | 8,898,000 | 8,171,594 | ||||||
Schlumberger Norge A.S., 1.25%, 2017 (n) | 11,361,000 | 11,238,301 | ||||||
|
| |||||||
$ | 37,340,895 | |||||||
Other Banks & Diversified Financials - 2.3% | ||||||||
Abbey National Treasury Services PLC, 3.05%, 2018 | $ | 4,205,000 | $ | 4,353,092 | ||||
Bank of Tokyo-Mitsubishi UFJ Ltd., 2.7%, 2018 (n) | 9,565,000 | 9,743,272 | ||||||
BBVA Bancomer S.A. de C.V., 6.75%, 2022 (n) | 4,540,000 | 4,925,900 |
17
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Other Banks & Diversified Financials - continued | ||||||||
Capital One Bank (USA) N.A., 3.375%, 2023 | $ | 4,224,000 | $ | 4,026,148 | ||||
Capital One Financial Corp., 6.15%, 2016 | 6,690,000 | 7,503,571 | ||||||
Citigroup, Inc., 8.5%, 2019 | 7,251,000 | 9,381,917 | ||||||
Discover Bank, 7%, 2020 | 9,837,000 | 11,612,883 | ||||||
Fifth Third Bancorp, 3.5%, 2022 | 4,075,000 | 4,070,978 | ||||||
Groupe BPCE S.A., 12.5% to 2019, FRN to 2049 (n) | 12,290,000 | 15,715,838 | ||||||
LBG Capital No. 1 PLC, 7.875%, 2020 (n) | 3,302,000 | 3,541,395 | ||||||
Rabobank Nederland N.V., 3.95%, 2022 | 6,203,000 | 6,063,358 | ||||||
Santander Holdings USA, Inc., 4.625%, 2016 | 3,739,000 | 4,011,551 | ||||||
SunTrust Banks, Inc., 3.5%, 2017 | 3,701,000 | 3,930,010 | ||||||
|
| |||||||
$ | 88,879,913 | |||||||
Personal Computers & Peripherals - 0.2% | ||||||||
Equifax, Inc., 3.3%, 2022 | $ | 8,758,000 | $ | 8,297,793 | ||||
Pharmaceuticals - 0.7% | ||||||||
Celgene Corp., 2.45%, 2015 | $ | 7,103,000 | $ | 7,308,163 | ||||
Celgene Corp., 1.9%, 2017 | 7,253,000 | 7,316,159 | ||||||
Teva Pharmaceutical Finance B.V., 2.95%, 2022 | 5,993,000 | 5,557,998 | ||||||
VPII Escrow Corp., 6.75%, 2018 (z) | 5,225,000 | 5,721,375 | ||||||
|
| |||||||
$ | 25,903,695 | |||||||
Printing & Publishing - 0.3% | ||||||||
Moody’s Corp., 4.5%, 2022 | $ | 2,558,000 | $ | 2,568,209 | ||||
Pearson Funding Five PLC, 3.25%, 2023 (n) | 3,087,000 | 2,860,575 | ||||||
Pearson Funding Four PLC, 3.75%, 2022 (n) | 4,882,000 | 4,745,485 | ||||||
|
| |||||||
$ | 10,174,269 | |||||||
Railroad & Shipping - 0.0% | ||||||||
Canadian Pacific Railway Co., 4.45%, 2023 | $ | 1,366,000 | $ | 1,444,907 | ||||
Real Estate - 1.9% | ||||||||
Alexandria Real Estate Equities, Inc., REIT, 4.6%, 2022 | $ | 4,863,000 | $ | 4,981,565 | ||||
Boston Properties LP, REIT, 3.7%, 2018 | 5,442,000 | 5,779,643 | ||||||
Boston Properties LP, REIT, 3.8%, 2024 | 5,543,000 | 5,448,653 | ||||||
DDR Corp., REIT, 4.625%, 2022 | 4,107,000 | 4,252,626 | ||||||
DDR Corp., REIT, 3.375%, 2023 | 7,861,000 | 7,342,284 | ||||||
ERP Operating LP, REIT, 3%, 2023 | 3,441,000 | 3,265,402 | ||||||
HCP, Inc., REIT, 3.75%, 2019 | 4,862,000 | 5,073,123 | ||||||
HCP, Inc., REIT, 5.375%, 2021 | 4,940,000 | 5,460,375 | ||||||
Kimco Realty Corp., REIT, 5.783%, 2016 | 7,684,000 | 8,464,172 | ||||||
Liberty Property LP, REIT, 5.5%, 2016 | 4,563,000 | 5,061,804 | ||||||
Mid-America Apartment Communities, Inc., REIT, 4.3%, 2023 | 3,139,000 | 3,150,602 |
18
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Real Estate - continued | ||||||||
Simon Property Group, Inc., REIT, 10.35%, 2019 | $ | 4,593,000 | $ | 6,307,989 | ||||
WEA Finance LLC, 6.75%, 2019 (n) | 5,009,000 | 6,008,451 | ||||||
|
| |||||||
$ | 70,596,689 | |||||||
Restaurants - 0.1% | ||||||||
YUM! Brands, Inc., 5.35%, 2043 | $ | 3,583,000 | $ | 3,574,343 | ||||
Retailers - 1.0% | ||||||||
Cencosud S.A., 5.5%, 2021 | $ | 4,672,000 | $ | 4,844,934 | ||||
Cencosud S.A., 4.875%, 2023 (n) | 2,487,000 | 2,388,980 | ||||||
Gap, Inc., 5.95%, 2021 | 14,755,000 | 16,375,881 | ||||||
Home Depot, Inc., 5.95%, 2041 | 3,217,000 | 3,801,600 | ||||||
Home Depot, Inc., 4.875%, 2044 | 2,686,000 | 2,775,669 | ||||||
Kohl’s Corp., 3.25%, 2023 | 7,173,000 | 6,700,723 | ||||||
|
| |||||||
$ | 36,887,787 | |||||||
Specialty Chemicals - 0.6% | ||||||||
Ecolab, Inc., 4.35%, 2021 | $ | 10,052,000 | $ | 10,668,730 | ||||
Mexichem S.A.B. de C.V., 6.75%, 2042 (n) | 7,152,000 | 7,026,840 | ||||||
SIBUR Securities Ltd., 3.914%, 2018 (n) | 6,086,000 | 5,949,065 | ||||||
|
| |||||||
$ | 23,644,635 | |||||||
Specialty Stores - 0.2% | ||||||||
Advance Auto Parts, Inc., 5.75%, 2020 | $ | 4,783,000 | $ | 5,118,054 | ||||
Advance Auto Parts, Inc., 4.5%, 2022 | 630,000 | 632,359 | ||||||
|
| |||||||
$ | 5,750,413 | |||||||
Supermarkets - 0.1% | ||||||||
Delhaize Group, 4.125%, 2019 | $ | 1,082,000 | $ | 1,126,522 | ||||
Kroger Co., 3.85%, 2023 | 3,285,000 | 3,265,494 | ||||||
|
| |||||||
$ | 4,392,016 | |||||||
Telecommunications - Wireless - 1.1% | ||||||||
American Tower Corp., REIT, 4.5%, 2018 | $ | 8,639,000 | $ | 9,293,776 | ||||
American Tower Corp., REIT, 3.5%, 2023 | 2,293,000 | 2,114,063 | ||||||
American Tower Corp., REIT, 5%, 2024 | 2,589,000 | 2,659,374 | ||||||
Crown Castle Towers LLC, 6.113%, 2020 (n) | 7,264,000 | 8,266,098 | ||||||
Crown Castle Towers LLC, 4.883%, 2020 (n) | 3,480,000 | 3,743,095 | ||||||
MTS International Funding Ltd., 5%, 2023 (n) | 9,518,000 | 9,137,280 | ||||||
Rogers Communications, Inc., 4.1%, 2023 | 7,700,000 | 7,899,692 | ||||||
|
| |||||||
$ | 43,113,378 | |||||||
Tobacco - 1.2% | ||||||||
Altria Group, Inc., 2.85%, 2022 | $ | 10,322,000 | $ | 9,586,981 | ||||
Altria Group, Inc., 2.95%, 2023 | 2,970,000 | 2,749,445 |
19
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
Tobacco - continued | ||||||||
Altria Group, Inc., 5.375%, 2044 | $ | 3,081,000 | $ | 3,116,567 | ||||
Lorillard Tobacco Co., 8.125%, 2019 | 13,312,000 | 16,425,850 | ||||||
Reynolds American, Inc., 6.75%, 2017 | 10,032,000 | 11,634,050 | ||||||
Reynolds American, Inc., 4.85%, 2023 | 3,341,000 | 3,535,944 | ||||||
|
| |||||||
$ | 47,048,837 | |||||||
Transportation - Services - 0.1% | ||||||||
ERAC USA Finance Co., 7%, 2037 (n) | $ | 3,033,000 | $ | 3,649,924 | ||||
Topaz Marine S.A., 8.625%, 2018 (z) | 493,000 | 498,423 | ||||||
|
| |||||||
$ | 4,148,347 | |||||||
U.S. Government Agencies and Equivalents - 3.0% | ||||||||
National Credit Union Administration Guaranteed Note, 2.9%, 2020 | $ | 5,600,000 | $ | 5,832,870 | ||||
Small Business Administration, 5.94%, 2016 | 68,678 | 72,325 | ||||||
Small Business Administration, 5.37%, 2016 | 134,062 | 139,733 | ||||||
Small Business Administration, 6.35%, 2021 | 8,122 | 8,963 | ||||||
Small Business Administration, 6.34%, 2021 | 12,516 | 13,682 | ||||||
Small Business Administration, 6.44%, 2021 | 13,364 | 14,804 | ||||||
Small Business Administration, 5.34%, 2021 | 81,105 | 88,155 | ||||||
Small Business Administration, 6.07%, 2022 | 45,183 | 49,653 | ||||||
Small Business Administration, 4.35%, 2023 | 554,498 | 592,226 | ||||||
Small Business Administration, 4.98%, 2023 | 790,963 | 863,611 | ||||||
Small Business Administration, 4.89%, 2023 | 774,132 | 844,254 | ||||||
Small Business Administration, 4.93%, 2024 | 957,092 | 1,034,562 | ||||||
Small Business Administration, 4.34%, 2024 | 917,084 | 989,680 | ||||||
Small Business Administration, 5.18%, 2024 | 942,026 | 1,028,953 | ||||||
Small Business Administration, 5.52%, 2024 | 1,069,346 | 1,175,761 | ||||||
Small Business Administration, 5.19%, 2024 | 1,183,612 | 1,297,272 | ||||||
Small Business Administration, 4.86%, 2024 | 704,980 | 761,372 | ||||||
Small Business Administration, 4.57%, 2025 | 1,445,015 | 1,544,743 | ||||||
Small Business Administration, 4.76%, 2025 | 4,157,083 | 4,460,098 | ||||||
Small Business Administration, 5.39%, 2025 | 427,538 | 474,750 | ||||||
Small Business Administration, 5.35%, 2026 | 2,443,264 | 2,663,286 | ||||||
Small Business Administration, 3.25%, 2030 | 4,106,903 | 4,154,110 | ||||||
Small Business Administration, 2.85%, 2031 | 6,272,336 | 6,185,683 | ||||||
Small Business Administration, 2.37%, 2032 | 4,994,391 | 4,793,596 | ||||||
Small Business Administration, 2.13%, 2033 | 6,778,296 | 6,395,651 | ||||||
Small Business Administration, 2.21%, 2033 | 1,712,829 | 1,621,654 | ||||||
Small Business Administration, 2.22%, 2033 | 6,205,742 | 5,876,095 | ||||||
Small Business Administration, 2.08%, 2033 | 9,691,292 | 9,110,439 | ||||||
Small Business Administration, 2.45%, 2033 | 12,958,000 | 12,396,355 | ||||||
Small Business Administration, 3.15%, 2033 | 15,877,000 | 15,942,188 | ||||||
Small Business Administration, 3.16%, 2033 | 15,609,000 | 15,665,069 |
20
Table of Contents
Portfolio of Investments (unaudited) – continued
Issuer | Shares/Par | Value ($) | ||||||
Bonds - continued | ||||||||
U.S. Government Agencies and Equivalents - continued | ||||||||
Small Business Administration, 3.62%, 2033 | $ | 8,000,000 | $ | 8,200,350 | ||||
|
| |||||||
$ | 114,291,943 | |||||||
U.S. Treasury Obligations - 14.7% | ||||||||
U.S. Treasury Bonds, 6%, 2026 | $ | 840,000 | $ | 1,117,200 | ||||
U.S. Treasury Bonds, 4.5%, 2036 (f) | 1,967,000 | 2,295,859 | ||||||
U.S. Treasury Bonds, 5%, 2037 | 9,893,000 | 12,355,427 | ||||||
U.S. Treasury Bonds, 4.5%, 2039 | 73,065,100 | 85,280,708 | ||||||
U.S. Treasury Notes, 1.875%, 2014 | 258,504,000 | 260,018,575 | ||||||
U.S. Treasury Notes, 5.125%, 2016 | 6,351,000 | 7,105,677 | ||||||
U.S. Treasury Notes, 0.875%, 2016 | 158,131,000 | 159,168,656 | ||||||
U.S. Treasury Notes, 2.75%, 2019 | 8,725,900 | 9,320,352 | ||||||
U.S. Treasury Notes, TIPS, 2%, 2014 | 5,516,095 | 5,522,990 | ||||||
U.S. Treasury Notes, TIPS, 1.625%, 2015 | 5,820,440 | 5,998,691 | ||||||
U.S. Treasury Notes, TIPS, 2%, 2016 | 10,310,650 | 11,014,671 | ||||||
|
| |||||||
$ | 559,198,806 | |||||||
Utilities - Electric Power - 2.4% | ||||||||
APT Pipelines Ltd., 3.875%, 2022 (n) | $ | 12,507,000 | $ | 11,749,388 | ||||
CenterPoint Energy, Inc., 5.95%, 2017 | 3,300,000 | 3,742,184 | ||||||
CMS Energy Corp., 6.25%, 2020 | 4,272,000 | 4,973,612 | ||||||
CMS Energy Corp., 5.05%, 2022 | 4,239,000 | 4,611,108 | ||||||
Constellation Energy Group, Inc., 5.15%, 2020 | 3,366,000 | 3,638,181 | ||||||
Duke Energy Corp., 5.05%, 2019 | 6,505,000 | 7,324,220 | ||||||
Enel Finance International S.A., 6.25%, 2017 (n) | 5,360,000 | 6,023,514 | ||||||
Enel Finance International S.A., 6%, 2039 (n) | 5,000,000 | 4,805,450 | ||||||
Exelon Corp., 4.9%, 2015 | 6,177,000 | 6,544,902 | ||||||
Exelon Generation Co. LLC, 4.25%, 2022 | 5,938,000 | 5,814,775 | ||||||
ITC Holdings Corp., 4.05%, 2023 | 8,197,000 | 8,201,008 | ||||||
Pacific Gas & Electric Co., 3.25%, 2023 | 6,368,000 | 6,126,188 | ||||||
PPL Corp., 3.5%, 2022 | 3,600,000 | 3,439,411 | ||||||
PPL WEM Holdings PLC, 5.375%, 2021 (n) | 9,014,000 | 9,843,775 | ||||||
Progress Energy, Inc., 3.15%, 2022 | 3,682,000 | 3,598,419 | ||||||
System Energy Resources, Inc., 5.129%, 2014 (z) | 147,502 | 148,196 | ||||||
|
| |||||||
$ | 90,584,331 | |||||||
Total Bonds (Identified Cost, $3,712,912,257) | $ | 3,769,710,281 | ||||||
Money Market Funds - 1.8% | ||||||||
MFS Institutional Money Market Portfolio, 0.1%, at Cost and Net Asset Value (v) | 70,595,692 | $ | 70,595,692 | |||||
Total Investments (Identified Cost, $3,783,507,949) | $ | 3,840,305,973 | ||||||
Other Assets, Less Liabilities - (1.2)% | (46,848,698 | ) | ||||||
Net Assets - 100.0% | $ | 3,793,457,275 |
21
Table of Contents
Portfolio of Investments (unaudited) – continued
(a) | Non-income producing security. |
(d) | In default. Interest and/or scheduled principal payment(s) have been missed. |
(f) | All or a portion of the security has been segregated as collateral for open futures contracts. |
(i) | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $636,587,590, representing 16.8% of net assets. |
(p) | Payment-in-kind security. |
(q) | Interest received was less than stated coupon rate. |
(v) | Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(z) | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
Restricted Securities | Acquisition Date | Cost | Value | |||||||
Anthracite Ltd., CDO III, 6.077%, 2039 | 10/25/06-10/01/13 | $5,181,247 | $293,861 | |||||||
Bayview Commercial Asset Trust, FRN, 0.48%, 2035 | 6/09/05 | 487,790 | 411,023 | |||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 | 2/28/06 | 1,069,230 | 23,348 | |||||||
Bayview Commercial Asset Trust, FRN, 0.44%, 2036 | 2/23/06 | 387,170 | 331,074 | |||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 | 5/16/06-5/29/09 | 886,128 | 107,408 | |||||||
Bayview Commercial Asset Trust, FRN, 0%, 2036 | 9/11/06 | 1,757,537 | 443,114 | |||||||
Bayview Commercial Asset Trust, FRN, 3.711%, 2036 | 10/25/06 | 956,345 | 262,868 | |||||||
Bayview Commercial Asset Trust, FRN, 3.993%, 2037 | 1/26/07-5/29/09 | 321,831 | 390,370 | |||||||
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.771%, 2040 | 3/01/06 | 3,092,061 | 1,486,905 | |||||||
Capital Trust Realty Ltd., CDO, 5.267%, 2035 | 9/14/10 | 6,492,897 | 7,169,277 | |||||||
Centrica PLC, 4%, 2023 | 10/10/13 | 5,097,781 | 5,157,668 | |||||||
Commercial Mortgage Asset Trust, FRN, 0.487%, 2032 | 8/25/03-4/09/12 | 1,949 | 21,450 | |||||||
Empresa Nacional de Telecomunicaciones S.A., 4.875%, 2024 | 10/24/13-10/28/13 | 9,535,447 | 9,529,286 | |||||||
Falcon Franchise Loan LLC, FRN, 8.291%, 2023 | 1/18/02-3/23/11 | 3,066 | 9,562 | |||||||
Falcon Franchise Loan LLC, FRN, 12.468%, 2025 | 1/29/03-3/23/11 | 62,516 | 124,536 |
22
Table of Contents
Portfolio of Investments (unaudited) – continued
Restricted Securities - continued | Acquisition Date | Cost | Value | |||||||
First Union National Bank Commercial Mortgage, FRN, 1.63%, 2043 | 12/11/03-4/09/12 | $1,981 | $1,240 | |||||||
General Motors Financial Co., Inc., 3.25%, 2018 | 5/07/13 | 1,565,000 | 1,559,131 | |||||||
Gramercy Real Estate Ltd., CDO, FRN, 0.558%, 2035 | 6/21/05 | 210,031 | 202,680 | |||||||
Morgan Stanley Capital I, Inc., FRN, 1.466%, 2031 | 6/10/03 | 10,102 | 2 | |||||||
NXP B.V./NXP Funding LLC, 3.75%, 2018 | 5/06/13 | 2,115,000 | 2,120,288 | |||||||
Preferred Term Securities XIX Ltd., CDO, FRN, 0.604%, 2035 | 9/08/05-3/28/11 | 6,684,827 | 5,351,750 | |||||||
Seagate HDD Cayman, 3.75%, 2018 | 10/31/13 | 962,000 | 962,000 | |||||||
System Energy Resources, Inc., 5.129%, 2014 | 4/16/04 | 147,502 | 148,196 | |||||||
Topaz Marine S.A., 8.625%, 2018 | 10/25/13 | 493,000 | 498,423 | |||||||
VPII Escrow Corp., 6.75%, 2018 | 6/27/13 | 5,225,000 | 5,721,375 | |||||||
Total Restricted Securities | $42,326,835 | |||||||||
% of Net assets | 1.1% |
The following abbreviations are used in this report and are defined:
CDO | Collateralized Debt Obligation |
CLO | Collateralized Loan Obligation |
FRN | Floating Rate Note. Interest rate resets periodically and may not be the rate reported at period end. |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
TBA | To Be Announced |
TIPS | Treasury Inflation Protected Security |
Derivative Contracts at 10/31/13
Futures Contracts Outstanding at 10/31/13
Description | Currency | Contracts | Value | Expiration Date | Unrealized Appreciation (Depreciation) | |||||||||||||
Asset Derivatives | ||||||||||||||||||
Interest Rate Futures | ||||||||||||||||||
U.S. Treasury Bond 30 yr (Long) | USD | 200 | $26,962,500 | December - 2013 | $781,968 | |||||||||||||
U.S. Treasury Note 5 yr (Long) | USD | 350 | 42,590,625 | December - 2013 | 744,064 | |||||||||||||
|
| |||||||||||||||||
$1,526,032 | ||||||||||||||||||
|
| |||||||||||||||||
Liability Derivatives | ||||||||||||||||||
Interest Rate Futures | ||||||||||||||||||
U.S. Treasury Note 10 yr (Short) | USD | 1,525 | $(194,223,047) | December - 2013 | $(4,476,534 | ) | ||||||||||||
|
|
At October 31, 2013, the fund had liquid securities with an aggregate value of $2,071,762 to cover any commitments for certain derivative contracts.
See Notes to Financial Statements
23
Table of Contents
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
At 10/31/13 (unaudited)
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets | ||||
Investments- | ||||
Non-affiliated issuers, at value (identified cost, $3,712,912,257) | $3,769,710,281 | |||
Underlying affiliated funds, at cost and value | 70,595,692 | |||
Total investments, at value (identified cost, $3,783,507,949) | $3,840,305,973 | |||
Cash | 3,909,550 | |||
Receivables for | ||||
Daily variation margin on open futures contracts | 209,766 | |||
Investments sold | 24,116,986 | |||
Fund shares sold | 6,634,268 | |||
Interest and dividends | 30,949,767 | |||
Total assets | $3,906,126,310 | |||
Liabilities | ||||
Payables for | ||||
Distributions | $2,220,468 | |||
Investments purchased | 14,461,978 | |||
TBA purchase commitments | 90,209,276 | |||
Fund shares reacquired | 4,147,725 | |||
Payable to affiliates | ||||
Investment adviser | 97,757 | |||
Shareholder servicing costs | 1,219,112 | |||
Distribution and service fees | 21,412 | |||
Program manager fees | 20 | |||
Payable for independent Trustees’ compensation | 12 | |||
Accrued expenses and other liabilities | 291,275 | |||
Total liabilities | $112,669,035 | |||
Net assets | $3,793,457,275 | |||
Net assets consist of | ||||
Paid-in capital | $3,754,857,231 | |||
Unrealized appreciation (depreciation) on investments | 53,847,522 | |||
Accumulated net realized gain (loss) on investments | (8,889,660 | ) | ||
Accumulated distributions in excess of net investment income | (6,357,818 | ) | ||
Net assets | $3,793,457,275 | |||
Shares of beneficial interest outstanding | 351,317,713 |
24
Table of Contents
Statement of Assets and Liabilities (unaudited) – continued
Net assets | Shares outstanding | Net asset value per share (a) | ||||||||||
Class A | $1,101,430,412 | 102,027,335 | $10.80 | |||||||||
Class B | 36,201,039 | 3,349,160 | 10.81 | |||||||||
Class C | 126,177,695 | 11,673,728 | 10.81 | |||||||||
Class I | 983,400,211 | 91,050,237 | 10.80 | |||||||||
Class R1 | 2,867,141 | 265,163 | 10.81 | |||||||||
Class R2 | 40,217,134 | 3,727,842 | 10.79 | |||||||||
Class R3 | 42,738,415 | 3,959,713 | 10.79 | |||||||||
Class R4 | 63,914,838 | 5,920,951 | 10.79 | |||||||||
Class R5 | 1,388,689,074 | 128,618,732 | 10.80 | |||||||||
Class 529A | 4,229,671 | 392,501 | 10.78 | |||||||||
Class 529B | 404,078 | 37,380 | 10.81 | |||||||||
Class 529C | 3,187,567 | 294,971 | 10.81 |
(a) | Maximum offering price per share was equal to the net asset value per share for all share classes, except for Classes A and 529A, for which the maximum offering prices per share were $11.34 [100 / 95.25 x $10.8] and $11.32 [100 / 95.25 x $10.78], respectively. On sales of $50,000 or more, the maximum offering prices of Class A and Class 529A shares are reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, Class C, Class 529B, and Class 529C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, R5, and 529A. |
See Notes to Financial Statements
25
Table of Contents
Financial Statements
Six months ended 10/31/13 (unaudited)
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income | ||||
Income | ||||
Interest | $65,819,449 | |||
Dividends from underlying affiliated funds | 46,151 | |||
Total investment income | $65,865,600 | |||
Expenses | ||||
Management fee | $9,382,606 | |||
Distribution and service fees | 2,509,000 | |||
Program manager fees | 4,312 | |||
Shareholder servicing costs | 1,483,226 | |||
Administrative services fee | 233,731 | |||
Independent Trustees’ compensation | 28,013 | |||
Custodian fee | 138,596 | |||
Shareholder communications | 223,283 | |||
Audit and tax fees | 36,851 | |||
Legal fees | 20,032 | |||
Miscellaneous | 167,080 | |||
Total expenses | $14,226,730 | |||
Reduction of expenses by investment adviser and distributor | (604,699 | ) | ||
Net expenses | $13,622,031 | |||
Net investment income | $52,243,569 | |||
Realized and unrealized gain (loss) on investments | ||||
Realized gain (loss) (identified cost basis) | ||||
Investments | $(7,508,250 | ) | ||
Futures contracts | 6,621,950 | |||
Net realized gain (loss) on investments | $(886,300 | ) | ||
Change in unrealized appreciation (depreciation) | ||||
Investments | $(111,145,714 | ) | ||
Futures contracts | (882,459 | ) | ||
Net unrealized gain (loss) on investments | $(112,028,173 | ) | ||
Net realized and unrealized gain (loss) on investments | $(112,914,473 | ) | ||
Change in net assets from operations | $(60,670,904 | ) |
See Notes to Financial Statements
26
Table of Contents
Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
Change in net assets | Six months ended 10/31/13 (unaudited) | Year ended | ||||||
From operations | ||||||||
Net investment income | $52,243,569 | $92,733,532 | ||||||
Net realized gain (loss) on investments | (886,300 | ) | 44,556,547 | |||||
Net unrealized gain (loss) on investments | (112,028,173 | ) | 63,278,405 | |||||
Change in net assets from operations | $(60,670,904 | ) | $200,568,484 | |||||
Distributions declared to shareholders | ||||||||
From net investment income | $(55,326,206 | ) | $(111,315,407 | ) | ||||
Change in net assets from fund share transactions | $125,355,194 | $452,331,810 | ||||||
Total change in net assets | $9,358,084 | $541,584,887 | ||||||
Net assets | ||||||||
At beginning of period | 3,784,099,191 | 3,242,514,304 | ||||||
At end of period (including accumulated distributions in | $3,793,457,275 | $3,784,099,191 |
See Notes to Financial Statements
27
Table of Contents
Financial Statements
The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate by which an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class A | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.13 | $10.84 | $10.57 | $10.30 | $8.99 | $9.78 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.15 | $0.29 | $0.35 | $0.39 | $0.44 | $0.48 | ||||||||||||||||||
Net realized and unrealized | (0.32 | ) | 0.35 | 0.32 | 0.29 | 1.35 | (0.74 | ) | ||||||||||||||||
Total from investment operations | $(0.17 | ) | $0.64 | $0.67 | $0.68 | $1.79 | $(0.26 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.16 | ) | $(0.35 | ) | $(0.40 | ) | $(0.41 | ) | $(0.48 | ) | $(0.53 | ) | ||||||||||||
Net asset value, end of period (x) | $10.80 | $11.13 | $10.84 | $10.57 | $10.30 | $8.99 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (1.55) | (n) | 5.97 | 6.42 | 6.73 | 20.30 | (2.54 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.91 | (a) | 0.91 | 0.92 | 0.91 | 0.92 | 1.03 | |||||||||||||||||
Expenses after expense | 0.81 | (a) | 0.81 | 0.82 | 0.81 | 0.79 | 0.64 | |||||||||||||||||
Net investment income | 2.70 | (a) | 2.63 | 3.27 | 3.72 | 4.45 | 5.27 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $1,101,430 | $1,133,559 | $1,009,130 | $900,575 | $918,742 | $799,077 |
See Notes to Financial Statements
28
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class B | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.15 | $10.86 | $10.58 | $10.31 | $9.00 | $9.80 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.11 | $0.21 | $0.27 | $0.30 | $0.36 | $0.41 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.32 | 0.30 | 1.36 | (0.75 | ) | ||||||||||||||||
Total from investment operations | $(0.22 | ) | $0.56 | $0.59 | $0.60 | $1.72 | $(0.34 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.12 | ) | $(0.27 | ) | $(0.31 | ) | $(0.33 | ) | $(0.41 | ) | $(0.46 | ) | ||||||||||||
Net asset value, end of period (x) | $10.81 | $11.15 | $10.86 | $10.58 | $10.31 | $9.00 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (2.00) | (n) | 5.18 | 5.70 | 5.88 | 19.34 | (3.41 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.66 | (a) | 1.66 | 1.67 | 1.66 | 1.65 | 1.64 | |||||||||||||||||
Expenses after expense | 1.56 | (a) | 1.56 | 1.60 | 1.61 | 1.58 | 1.44 | |||||||||||||||||
Net investment income | 1.95 | (a) | 1.88 | 2.48 | 2.91 | 3.66 | 4.47 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $36,201 | $43,999 | $43,939 | $41,493 | $45,472 | $45,473 |
See Notes to Financial Statements
29
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class C | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.15 | $10.86 | $10.58 | $10.31 | $9.00 | $9.80 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.10 | $0.20 | $0.26 | $0.30 | $0.35 | $0.40 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.33 | 0.29 | 1.36 | (0.75 | ) | ||||||||||||||||
Total from investment operations | $(0.23 | ) | $0.55 | $0.59 | $0.59 | $1.71 | $(0.35 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.11 | ) | $(0.26 | ) | $(0.31 | ) | $(0.32 | ) | $(0.40 | ) | $(0.45 | ) | ||||||||||||
Net asset value, end of period (x) | $10.81 | $11.15 | $10.86 | $10.58 | $10.31 | $9.00 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (2.06) | (n) | 5.08 | 5.62 | 5.83 | 19.28 | (3.45 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.66 | (a) | 1.66 | 1.67 | 1.66 | 1.66 | 1.69 | |||||||||||||||||
Expenses after expense | 1.66 | (a) | 1.66 | 1.67 | 1.66 | 1.64 | 1.49 | |||||||||||||||||
Net investment income | 1.85 | (a) | 1.78 | 2.41 | 2.86 | 3.51 | 4.43 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $126,178 | $161,290 | $153,898 | $135,007 | $141,966 | $83,990 |
See Notes to Financial Statements
30
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class I | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.14 | $10.85 | $10.57 | $10.30 | $8.99 | $9.78 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.15 | $0.31 | $0.37 | $0.40 | $0.45 | $0.50 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.32 | 0.30 | 1.36 | (0.75 | ) | ||||||||||||||||
Total from investment operations | $(0.18 | ) | $0.66 | $0.69 | $0.70 | $1.81 | $(0.25 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.16 | ) | $(0.37 | ) | $(0.41 | ) | $(0.43 | ) | $(0.50 | ) | $(0.54 | ) | ||||||||||||
Net asset value, end of period (x) | $10.80 | $11.14 | $10.85 | $10.57 | $10.30 | $8.99 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.57) | (n) | 6.13 | 6.68 | 6.89 | 20.47 | (2.39 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.66 | (a) | 0.66 | 0.67 | 0.66 | 0.67 | 0.69 | |||||||||||||||||
Expenses after expense | 0.66 | (a) | 0.66 | 0.67 | 0.66 | 0.64 | 0.49 | |||||||||||||||||
Net investment income | 2.85 | (a) | 2.80 | 3.41 | 3.87 | 4.54 | 5.43 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $983,400 | $1,028,060 | $1,883,416 | $1,470,218 | $1,291,881 | $825,529 |
See Notes to Financial Statements
31
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R1 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.15 | $10.86 | $10.59 | $10.31 | $9.00 | $9.80 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.10 | $0.20 | $0.26 | $0.30 | $0.36 | $0.41 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.32 | 0.30 | 1.35 | (0.76 | ) | ||||||||||||||||
Total from investment operations | $(0.23 | ) | $0.55 | $0.58 | $0.60 | $1.71 | $(0.35 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.11 | ) | $(0.26 | ) | $(0.31 | ) | $(0.32 | ) | $(0.40 | ) | $(0.45 | ) | ||||||||||||
Net asset value, end of period (x) | $10.81 | $11.15 | $10.86 | $10.59 | $10.31 | $9.00 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (2.06) | (n) | 5.07 | 5.52 | 5.93 | 19.28 | (3.45 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.66 | (a) | 1.66 | 1.67 | 1.66 | 1.67 | 1.69 | |||||||||||||||||
Expenses after expense | 1.66 | (a) | 1.66 | 1.67 | 1.66 | 1.64 | 1.49 | |||||||||||||||||
Net investment income | 1.85 | (a) | 1.78 | 2.42 | 2.86 | 3.61 | 4.44 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $2,867 | $3,310 | $3,117 | $2,969 | $2,985 | $2,998 |
See Notes to Financial Statements
32
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R2 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.13 | $10.84 | $10.56 | $10.29 | $8.98 | $9.77 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.13 | $0.25 | $0.31 | $0.35 | $0.40 | $0.45 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.33 | 0.30 | 1.36 | (0.74 | ) | ||||||||||||||||
Total from investment operations | $(0.20 | ) | $0.60 | $0.64 | $0.65 | $1.76 | $(0.29 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.14 | ) | $(0.31 | ) | $(0.36 | ) | $(0.38 | ) | $(0.45 | ) | $(0.50 | ) | ||||||||||||
Net asset value, end of period (x) | $10.79 | $11.13 | $10.84 | $10.56 | $10.29 | $8.98 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.82) | (n) | 5.60 | 6.15 | 6.36 | 19.90 | (2.88 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.16 | (a) | 1.16 | 1.17 | 1.16 | 1.17 | 1.19 | |||||||||||||||||
Expenses after expense | 1.16 | (a) | 1.16 | 1.17 | 1.16 | 1.14 | 0.99 | |||||||||||||||||
Net investment income | 2.36 | (a) | 2.29 | 2.93 | 3.37 | 4.08 | 4.94 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $40,217 | $43,889 | $45,433 | $41,076 | $41,092 | $33,055 |
See Notes to Financial Statements
33
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R3 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.13 | $10.84 | $10.57 | $10.29 | $8.98 | $9.77 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.14 | $0.28 | $0.34 | $0.38 | $0.43 | $0.47 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.32 | 0.30 | 1.35 | (0.74 | ) | ||||||||||||||||
Total from investment operations | $(0.19 | ) | $0.63 | $0.66 | $0.68 | $1.78 | $(0.27 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.15 | ) | $(0.34 | ) | $(0.39 | ) | $(0.40 | ) | $(0.47 | ) | $(0.52 | ) | ||||||||||||
Net asset value, end of period (x) | $10.79 | $11.13 | $10.84 | $10.57 | $10.29 | $8.98 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.69) | (n) | 5.87 | 6.32 | 6.73 | 20.20 | (2.64 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.91 | (a) | 0.91 | 0.92 | 0.91 | 0.92 | 0.94 | |||||||||||||||||
Expenses after expense | 0.91 | (a) | 0.91 | 0.92 | 0.91 | 0.89 | 0.74 | |||||||||||||||||
Net investment income | 2.61 | (a) | 2.52 | 3.16 | 3.62 | 4.35 | 5.18 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $42,738 | $53,863 | $41,177 | $29,493 | $31,165 | $26,213 |
See Notes to Financial Statements
34
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R4 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.13 | $10.84 | $10.57 | $10.30 | $8.98 | $9.78 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.15 | $0.30 | $0.36 | $0.40 | $0.45 | $0.50 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.36 | 0.32 | 0.30 | 1.37 | (0.76 | ) | ||||||||||||||||
Total from investment operations | $(0.18 | ) | $0.66 | $0.68 | $0.70 | $1.82 | $(0.26 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.16 | ) | $(0.37 | ) | $(0.41 | ) | $(0.43 | ) | $(0.50 | ) | $(0.54 | ) | ||||||||||||
Net asset value, end of period (x) | $10.79 | $11.13 | $10.84 | $10.57 | $10.30 | $8.98 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.57) | (n) | 6.13 | 6.58 | 6.89 | 20.61 | (2.50 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.66 | (a) | 0.67 | 0.67 | 0.66 | 0.67 | 0.69 | |||||||||||||||||
Expenses after expense | 0.66 | (a) | 0.67 | 0.67 | 0.66 | 0.64 | 0.49 | |||||||||||||||||
Net investment income | 2.85 | (a) | 2.75 | 3.40 | 3.87 | 4.53 | 5.44 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $63,915 | $84,048 | $46,209 | $32,336 | $26,315 | $17,583 |
See Notes to Financial Statements
35
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class R5 (y) | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.14 | $10.85 | $10.57 | $10.30 | $8.99 | $9.78 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.16 | $0.31 | $0.35 | $0.40 | $0.45 | $0.49 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.32 | 0.33 | 0.29 | 1.35 | (0.74 | ) | ||||||||||||||||
Total from investment operations | $(0.17 | ) | $0.63 | $0.68 | $0.69 | $1.80 | $(0.25 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.17 | ) | $(0.34 | ) | $(0.40 | ) | $(0.42 | ) | $(0.49 | ) | $(0.54 | ) | ||||||||||||
Net asset value, end of period (x) | $10.80 | $11.14 | $10.85 | $10.57 | $10.30 | $8.99 | ||||||||||||||||||
Total return (%) (r)(s)(x) | (1.51) | (n) | 6.21 | 6.57 | 6.78 | 20.36 | (2.49 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 0.55 | (a) | 0.57 | 0.77 | 0.76 | 0.77 | 0.79 | |||||||||||||||||
Expenses after expense | 0.55 | (a) | 0.57 | 0.77 | 0.76 | 0.73 | 0.59 | |||||||||||||||||
Net investment income | 2.96 | (a) | 2.82 | 3.30 | 3.78 | 4.56 | 5.34 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $1,388,689 | $1,222,616 | $8,217 | $5,643 | $9,582 | $16,151 |
See Notes to Financial Statements
36
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class 529A | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.11 | $10.82 | $10.55 | $10.27 | $8.96 | $9.75 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.14 | $0.29 | $0.34 | $0.38 | $0.43 | $0.47 | ||||||||||||||||||
Net realized and unrealized | (0.32 | ) | 0.34 | 0.32 | 0.30 | 1.35 | (0.75 | ) | ||||||||||||||||
Total from investment operations | $(0.18 | ) | $0.63 | $0.66 | $0.68 | $1.78 | $(0.28 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.15 | ) | $(0.34 | ) | $(0.39 | ) | $(0.40 | ) | $(0.47 | ) | $(0.51 | ) | ||||||||||||
Net asset value, end of period (x) | $10.78 | $11.11 | $10.82 | $10.55 | $10.27 | $8.96 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (1.58) | (n) | 5.92 | 6.37 | 6.73 | 20.23 | (2.74 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.01 | (a) | 1.02 | 1.02 | 1.02 | 1.02 | 1.13 | |||||||||||||||||
Expenses after expense | 0.85 | (a) | 0.87 | 0.88 | 0.92 | 0.89 | 0.83 | |||||||||||||||||
Net investment income | 2.67 | (a) | 2.59 | 3.21 | 3.63 | 4.31 | 5.14 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $4,230 | $4,909 | $3,934 | $2,593 | $2,066 | $1,289 |
See Notes to Financial Statements
37
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class 529B | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.15 | $10.86 | $10.59 | $10.31 | $9.00 | $9.80 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.10 | $0.19 | $0.26 | $0.29 | $0.34 | $0.40 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.35 | 0.31 | 0.30 | 1.36 | (0.76 | ) | ||||||||||||||||
Total from investment operations | $(0.23 | ) | $0.54 | $0.57 | $0.59 | $1.70 | $(0.36 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.11 | ) | $(0.25 | ) | $(0.30 | ) | $(0.31 | ) | $(0.39 | ) | $(0.44 | ) | ||||||||||||
Net asset value, end of period (x) | $10.81 | $11.15 | $10.86 | $10.59 | $10.31 | $9.00 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (2.08) | (n) | 5.02 | 5.46 | 5.82 | 19.17 | (3.55 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.76 | (a) | 1.76 | 1.77 | 1.76 | 1.77 | 1.79 | |||||||||||||||||
Expenses after expense | 1.71 | (a) | 1.71 | 1.73 | 1.76 | 1.74 | 1.59 | |||||||||||||||||
Net investment income | 1.80 | (a) | 1.73 | 2.39 | 2.76 | 3.47 | 4.34 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $404 | $458 | $428 | $590 | $700 | $478 |
See Notes to Financial Statements
38
Table of Contents
Financial Highlights – continued
Six months ended 10/31/13 | Years ended 4/30 | |||||||||||||||||||||||
Class 529C | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Net asset value, beginning of | $11.15 | $10.85 | $10.58 | $10.31 | $8.99 | $9.79 | ||||||||||||||||||
Income (loss) from investment operations | ||||||||||||||||||||||||
Net investment income (d) | $0.10 | $0.19 | $0.25 | $0.29 | $0.34 | $0.40 | ||||||||||||||||||
Net realized and unrealized | (0.33 | ) | 0.36 | 0.32 | 0.29 | 1.37 | (0.76 | ) | ||||||||||||||||
Total from investment operations | $(0.23 | ) | $0.55 | $0.57 | $0.58 | $1.71 | $(0.36 | ) | ||||||||||||||||
Less distributions declared to shareholders | ||||||||||||||||||||||||
From net investment income | $(0.11 | ) | $(0.25 | ) | $(0.30 | ) | $(0.31 | ) | $(0.39 | ) | $(0.44 | ) | ||||||||||||
Net asset value, end of period (x) | $10.81 | $11.15 | $10.85 | $10.58 | $10.31 | $8.99 | ||||||||||||||||||
Total return (%) (r)(s)(t)(x) | (2.08) | (n) | 5.12 | 5.47 | 5.72 | 19.30 | (3.56 | ) | ||||||||||||||||
Ratios (%) (to average net assets) and Supplemental data: | ||||||||||||||||||||||||
Expenses before expense | 1.76 | (a) | 1.76 | 1.77 | 1.76 | 1.77 | 1.79 | |||||||||||||||||
Expenses after expense | 1.71 | (a) | 1.71 | 1.73 | 1.76 | 1.74 | 1.59 | |||||||||||||||||
Net investment income | 1.79 | (a) | 1.73 | 2.34 | 2.77 | 3.46 | 4.34 | |||||||||||||||||
Portfolio turnover | 25 | (n) | 95 | 59 | 67 | 90 | 75 | |||||||||||||||||
Net assets at end of period | $3,188 | $4,097 | $3,617 | $2,284 | $1,550 | $1,215 |
(a) | Annualized. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(n) | Not annualized. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(t) | Total returns do not include any applicable sales charges. |
(x) | The net asset values per share and total returns 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. |
(y) | As further discussed in Note 5 in the Notes to Financial Statements, on May 10, 2012, sales of Class W shares (including exchanges) were suspended. On May 11, 2012, certain Class W shares were automatically converted to Class I shares. Shareholders of certain Class W shares became shareholders of Class I and received Class I shares with a total net asset value equal to their Class W shares at the time of the conversion. On May 30, 2012, remaining Class W shares, which represented MFS seed money, were redesignated as Class R5. Class R5 shares are generally available only to certain eligible retirement plans and to funds distributed by MFD. Class R5 shares do not pay a 12b-1 distribution fee or sub-accounting costs. On June 1, 2012, Class R5 shares were offered for sale to the public. For further information about the fund’s fee arrangements, please see Note 3 in the Notes to Financial Statements |
See Notes to Financial Statements
39
Table of Contents
(unaudited)
(1) Business and Organization
MFS Research Bond Fund (the fund) is a series of MFS Series Trust IX (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company.
(2) Significant Accounting Policies
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.
In this reporting period, the fund adopted the disclosure provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of financial position or subject to a Master Netting Agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions. The disclosures required by ASU 2011-11, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
40
Table of Contents
Notes to Financial Statements (unaudited) – continued
In June 2013, FASB issued Accounting Standards Update 2013-08 Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”) which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. ASU 2013-08 sets forth a methodology for determining whether an entity should be characterized as an investment company and prescribes fair value accounting for an investment company’s non-controlling ownership interest in another investment company. FASB has determined that a fund registered under the Investment Company Act of 1940 automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impacts of ASU 2013-08 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
Investment Valuations – Debt instruments and floating rate loans (other than short-term instruments), 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 generally are valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price as provided by a third-party pricing service on the market on which they are primarily traded. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation as provided by a third-party pricing service on the market on which such futures contracts are primarily traded. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services
41
Table of Contents
Notes to Financial Statements (unaudited) – continued
or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures contracts. The following is a summary of the levels used as of October 31, 2013 in valuing the fund’s assets or liabilities:
Investments at Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | $— | $673,490,749 | $— | $673,490,749 | ||||||||||||
Non-U.S. Sovereign Debt | — | 52,926,495 | — | 52,926,495 | ||||||||||||
Municipal Bonds | — | 9,901,192 | — | 9,901,192 | ||||||||||||
U.S. Corporate Bonds | — | 1,329,035,364 | — | 1,329,035,364 | ||||||||||||
Residential Mortgage-Backed Securities | — | 780,889,850 | — | 780,889,850 | ||||||||||||
Commercial Mortgage-Backed Securities | — | 300,496,124 | — | 300,496,124 | ||||||||||||
Asset-Backed Securities (including CDOs) | — | 162,695,573 | — | 162,695,573 | ||||||||||||
Foreign Bonds | — | 460,274,934 | — | 460,274,934 | ||||||||||||
Mutual Funds | 70,595,692 | — | — | 70,595,692 | ||||||||||||
Total Investments | $70,595,692 | $3,769,710,281 | $— | $3,840,305,973 | ||||||||||||
Other Financial Instruments | ||||||||||||||||
Futures Contracts | $(2,950,502 | ) | $— | $— | $(2,950,502 | ) |
For further information regarding security characteristics, see the Portfolio of Investments.
Inflation-Adjusted Debt Securities – The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the
42
Table of Contents
Notes to Financial Statements (unaudited) – continued
inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.
Derivatives – The fund uses derivatives for different purposes, primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by the fund were futures contracts. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2013 as reported in the Statement of Assets and Liabilities:
Fair Value (a) | ||||||||||
Risk | Derivative Contracts | Asset Derivatives | Liability Derivatives | |||||||
Interest Rate | Interest Rate Futures | $1,526,032 | $(4,476,534 | ) |
(a) | The value of futures contracts outstanding includes cumulative appreciation (depreciation) as reported in the fund’s Portfolio of Investments. Only the current day variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities. |
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended October 31, 2013 as reported in the Statement of Operations:
Risk | Futures Contracts | |||
Interest Rate | $6,621,950 |
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the six months ended October 31, 2013 as reported in the Statement of Operations:
Risk | Futures Contracts | |||
Interest Rate | $(882,459 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, over-the-counter derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the
43
Table of Contents
Notes to Financial Statements (unaudited) – continued
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 transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. Margin requirements are set by the broker or clearing house for cleared derivatives (i.e., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for over-the-counter traded derivatives (i.e., forward foreign currency exchange contracts, uncleared swap agreements, and over-the-counter options). For derivatives traded under an ISDA Master Agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, is noted in the Portfolio of Investments.
The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty.
Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the
44
Table of Contents
Notes to Financial Statements (unaudited) – continued
performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted upward or downward based on the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond is generally recorded as an increase or decrease in interest income, respectively, even though the adjusted principal is not received until maturity. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. TBA securities resulting from these transactions are included in the Portfolio of Investments. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. TBA purchase commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy disclosure. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.
Fees Paid Indirectly – The fund’s custody fee may be reduced according to an arrangement that measures the value of cash deposited with the custodian by the fund. For the six months ended October 31, 2013, custody fees were not reduced.
45
Table of Contents
Notes to Financial Statements (unaudited) – continued
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. 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. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to amortization and accretion of debt securities, derivative transactions, and treating a portion of the proceeds from redemptions as a distribution for tax purposes.
The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:
4/30/13 | ||||
Ordinary income (including any short-term capital gains) | $111,315,407 |
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 10/31/13 | ||||
Cost of investments | $3,799,463,171 | |||
Gross appreciation | 110,647,031 | |||
Gross depreciation | (69,804,229 | ) | ||
Net unrealized appreciation (depreciation) | $40,842,802 | |||
As of 4/30/13 | ||||
Undistributed ordinary income | 6,196,456 | |||
Undistributed long-term capital gain | 1,644,805 | |||
Other temporary differences | (10,111,351 | ) | ||
Net unrealized appreciation (depreciation) | 156,867,244 |
The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.
46
Table of Contents
Notes to Financial Statements (unaudited) – continued
Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class 529B shares will convert to Class A and Class 529A shares, respectively, approximately eight years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
From net investment income | ||||||||
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||
Class A | $15,964,939 | $33,638,535 | ||||||
Class B | 420,865 | 1,109,125 | ||||||
Class C | 1,437,546 | 3,742,474 | ||||||
Class I | 14,950,640 | 37,063,289 | ||||||
Class R1 | 31,372 | 73,629 | ||||||
Class R2 | 520,506 | 1,314,556 | ||||||
Class R3 | 655,888 | 1,437,104 | ||||||
Class R4 | 1,057,018 | 2,154,733 | ||||||
Class R5 | 20,183,448 | 30,549,704 | ||||||
Class 529A | 64,221 | 133,993 | ||||||
Class 529B | 4,246 | 9,736 | ||||||
Class 529C | 35,517 | 88,529 | ||||||
Total | $55,326,206 | $111,315,407 |
On May 30, 2012, Class W shares were redesignated Class R5. See Note 5 for additional information.
(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 0.50% of the fund’s average daily net assets.
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the six months ended October 31, 2013, this management fee reduction amounted to $16,680, which is shown as a reduction of total expenses in the Statement of Operations. The management fee incurred for the six months ended October 31, 2013 was equivalent to an annual effective rate of 0.50% of the fund’s average daily net assets.
Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $625,997 and $979 for the six months ended October 31, 2013, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.
47
Table of Contents
Notes to Financial Statements (unaudited) – continued
The Board of Trustees has adopted a distribution plan for certain class shares pursuant to Rule 12b-1 of the Investment Company Act of 1940.
The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Distribution Plan Fee Table:
Distribution Fee Rate (d) | Service Fee Rate (d) | Total Distribution Plan (d) | Annual Effective Rate (e) | Distribution and Service Fee | ||||||||||||||||
Class A | — | 0.25% | 0.25% | 0.15% | $1,394,136 | |||||||||||||||
Class B | 0.75% | 0.25% | 1.00% | 0.90% | 198,061 | |||||||||||||||
Class C | 0.75% | 0.25% | 1.00% | 1.00% | 712,448 | |||||||||||||||
Class R1 | 0.75% | 0.25% | 1.00% | 1.00% | 15,548 | |||||||||||||||
Class R2 | 0.25% | 0.25% | 0.50% | 0.50% | 103,440 | |||||||||||||||
Class R3 | — | 0.25% | 0.25% | 0.25% | 59,381 | |||||||||||||||
Class 529A | — | 0.25% | 0.25% | 0.14% | 5,711 | |||||||||||||||
Class 529B | 0.75% | 0.25% | 1.00% | 1.00% | 2,158 | |||||||||||||||
Class 529C | 0.75% | 0.25% | 1.00% | 1.00% | 18,117 | |||||||||||||||
Total Distribution and Service Fees | $2,509,000 |
(d) | In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below. |
(e) | The annual effective rates represent actual fees incurred under the distribution plan for the six months ended October 31, 2013 based on each class’s average daily net assets. 0.10% of the Class A and Class 529A service fee is currently being waived under a written waiver arrangement. For the six months ended October 31, 2013, this waiver amounted to $559,934 and is reflected as a reduction of total expenses in the Statement of Operations. Assets attributable to Class B shares purchased prior to May 1, 2006 are subject to the 0.25% annual Class B service fee. On assets attributable to all other Class B shares, 0.15% of the Class B service fee is being paid by the fund and 0.10% of the Class B service fee is being waived under a written waiver agreement. For the six months ended October 31, 2013, this waiver amounted to $19,804 and is reflected as a reduction of total expenses in the Statement of Operations. These written waiver agreements will continue until modified by the fund’s Board of Trustees, but such agreements will continue at least until August 31, 2014. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the six months ended October 31, 2013, this rebate amounted to $8, $94, $949, $282, $1, and $15 for Class B, Class C, Class R3, Class 529A, Class 529B, and Class 529C, respectively, and is reflected as a reduction of total expenses in the Statement of Operations. |
Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase for shares purchased on or after August 1, 2012, and within 24 months of purchase for shares purchased prior to August 1, 2012. Class C and Class 529C shares are subject to a CDSC in the
48
Table of Contents
Notes to Financial Statements (unaudited) – continued
event of a shareholder redemption within 12 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. All contingent deferred sales charges are paid to MFD and during the six months ended October 31, 2013, were as follows:
Amount | ||||
Class A | $27,955 | |||
Class B | 56,353 | |||
Class C | 18,662 | |||
Class 529B | — | |||
Class 529C | — |
The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.10% of the average daily net assets attributable to each 529 share class. MFD has agreed to waive a portion of this fee in an amount equal to 0.05% of the average daily net assets for each 529 share class. This waiver agreement will expire on August 31, 2014, unless MFD elects to extend the waiver. For the six months ended October 31, 2013, this waiver amounted to $2,156 and is reflected as a reduction of total expenses in the Statement of Operations. The program manager fee incurred for the six months ended October 31, 2013 was equivalent to an annual effective rate of 0.05% of the average daily net assets attributable to each 529 share class. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees and waivers for the six months ended October 31, 2013, were as follows:
Fee | Waiver | |||||||
Class 529A | $2,284 | $1,142 | ||||||
Class 529B | 216 | 108 | ||||||
Class 529C | 1,812 | 906 | ||||||
Total Program Manager Fees and Waivers | $4,312 | $2,156 |
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the six months ended October 31, 2013, the fee was $124,750, which equated to 0.0066% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R5 shares do not incur sub-accounting fees. For the six months ended October 31, 2013, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $1,358,476.
Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative
49
Table of Contents
Notes to Financial Statements (unaudited) – continued
services agreement, the fund partially 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 six months ended October 31, 2013 was equivalent to an annual effective rate of 0.0125% of the fund’s average daily net assets.
Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into services agreements (the Agreements) which provide for payment of fees by the funds to Tarantino LLC and Griffin Compliance LLC in return for the provision of services of an Independent Chief Compliance Officer (ICCO) and Assistant ICCO, respectively, for the funds. The ICCO and Assistant ICCO are officers of the funds and the sole members of Tarantino LLC and Griffin Compliance LLC, respectively. The funds can terminate the Agreements with Tarantino LLC and Griffin Compliance LLC at any time under the terms of the Agreements. For the six months ended October 31, 2013, the aggregate fees paid by the fund to Tarantino LLC and Griffin Compliance LLC were $11,740 and are included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to reimburse the fund for a portion of the payments made by the fund in the amount of $4,776, which is shown as a reduction of total expenses in the Statement of Operations. Additionally, MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ICCO and Assistant ICCO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
On May 9, 2012, MFS purchased 9,200 shares of Class W for an aggregate amount of $100,000. On May 31, 2012, MFS purchased 9,191 shares of Class R5 for an aggregate amount of $100,000. On September 11, 2013, MFS redeemed 9,501 shares of Class R5 for an aggregate amount of $100,331.
(4) Portfolio Securities
Purchases and sales of investments, other than short-term obligations, were as follows:
Purchases | Sales | |||||||
U.S. Government securities | $549,033,271 | $622,701,107 | ||||||
Investments (non-U.S. Government securities) | $597,260,494 | $255,238,114 |
50
Table of Contents
Notes to Financial Statements (unaudited) – continued
(5) Shares of Beneficial Interest
The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares sold | ||||||||||||||||
Class A | 17,745,231 | $191,678,351 | 33,996,548 | $375,285,386 | ||||||||||||
Class B | 122,589 | 1,321,492 | 815,882 | 8,976,439 | ||||||||||||
Class C | 730,561 | 7,891,960 | 3,398,006 | 37,538,702 | ||||||||||||
Class I | 13,468,664 | 145,091,808 | 30,649,064 | 338,112,058 | ||||||||||||
Class R1 | 28,794 | 309,706 | 72,520 | 801,721 | ||||||||||||
Class R2 | 446,769 | 4,812,898 | 825,782 | 9,081,039 | ||||||||||||
Class R3 | 482,796 | 5,192,940 | 2,248,371 | 24,779,076 | ||||||||||||
Class R4 | 694,214 | 7,444,296 | 4,382,056 | 48,416,509 | ||||||||||||
Class R5 (formerly Class W) | 17,633,898 | 189,770,971 | 111,147,287 | 1,211,816,308 | ||||||||||||
Class 529A | 30,710 | 331,906 | 137,962 | 1,520,802 | ||||||||||||
Class 529B | 1,924 | 20,673 | 11,722 | 129,212 | ||||||||||||
Class 529C | 13,373 | 144,731 | 87,786 | 968,955 | ||||||||||||
51,399,523 | $554,011,732 | 187,772,986 | $2,057,426,207 | |||||||||||||
Shares issued to shareholders in reinvestment of distributions | ||||||||||||||||
Class A | 1,234,117 | $13,253,345 | 2,508,323 | $27,710,545 | ||||||||||||
Class B | 32,071 | 345,009 | 81,094 | 897,321 | ||||||||||||
Class C | 85,534 | 920,158 | 199,672 | 2,208,649 | ||||||||||||
Class I | 476,792 | 5,123,569 | 1,150,198 | 12,688,551 | ||||||||||||
Class R1 | 2,914 | 31,345 | 6,647 | 73,551 | ||||||||||||
Class R2 | 47,009 | 504,639 | 114,563 | 1,264,447 | ||||||||||||
Class R3 | 60,403 | 648,763 | 130,069 | 1,437,104 | ||||||||||||
Class R4 | 97,941 | 1,052,195 | 194,297 | 2,148,293 | ||||||||||||
Class R5 (formerly Class W) | 1,878,900 | 20,183,448 | 2,758,225 | 30,542,174 | ||||||||||||
Class 529A | 5,899 | 63,251 | 12,084 | 133,279 | ||||||||||||
Class 529B | 390 | 4,193 | 873 | 9,665 | ||||||||||||
Class 529C | 3,236 | 34,802 | 7,987 | 88,329 | ||||||||||||
3,925,206 | $42,164,717 | 7,164,032 | $79,201,908 |
51
Table of Contents
Notes to Financial Statements (unaudited) – continued
Six months ended 10/31/13 | Year ended 4/30/13 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Shares reacquired | ||||||||||||||||
Class A | (18,757,298 | ) | $(201,715,458 | ) | (27,759,003 | ) | $(306,104,540 | ) | ||||||||
Class B | (751,956 | ) | (8,085,923 | ) | (997,231 | ) | (11,020,215 | ) | ||||||||
Class C | (3,609,806 | ) | (38,822,280 | ) | (3,304,063 | ) | (36,512,269 | ) | ||||||||
Class I | (15,180,204 | ) | (163,370,747 | ) | (113,144,334 | ) | (1,232,817,775 | ) | ||||||||
Class R1 | (63,355 | ) | (684,082 | ) | (69,358 | ) | (767,258 | ) | ||||||||
Class R2 | (710,312 | ) | (7,630,178 | ) | (1,188,714 | ) | (13,128,477 | ) | ||||||||
Class R3 | (1,422,226 | ) | (15,301,334 | ) | (1,338,048 | ) | (14,791,925 | ) | ||||||||
Class R4 | (2,420,089 | ) | (25,946,023 | ) | (1,288,951 | ) | (14,222,670 | ) | ||||||||
Class R5 (formerly Class W) | (683,039 | ) | (7,328,497 | ) | (4,873,927 | ) | (53,341,034 | ) | ||||||||
Class 529A | (85,844 | ) | (914,867 | ) | (71,809 | ) | (790,430 | ) | ||||||||
Class 529B | (6,044 | ) | (64,841 | ) | (10,929 | ) | (120,127 | ) | ||||||||
Class 529C | (89,191 | ) | (957,025 | ) | (61,443 | ) | (679,585 | ) | ||||||||
(43,779,364 | ) | $(470,821,255 | ) | (154,107,810 | ) | $(1,684,296,305 | ) | |||||||||
Net change | ||||||||||||||||
Class A | 222,050 | $3,216,238 | 8,745,868 | $96,891,391 | ||||||||||||
Class B | (597,296 | ) | (6,419,422 | ) | (100,255 | ) | (1,146,455 | ) | ||||||||
Class C | (2,793,711 | ) | (30,010,162 | ) | 293,615 | 3,235,082 | ||||||||||
Class I | (1,234,748 | ) | (13,155,370 | ) | (81,345,072 | ) | (882,017,166 | ) | ||||||||
Class R1 | (31,647 | ) | (343,031 | ) | 9,809 | 108,014 | ||||||||||
Class R2 | (216,534 | ) | (2,312,641 | ) | (248,369 | ) | (2,782,991 | ) | ||||||||
Class R3 | (879,027 | ) | (9,459,631 | ) | 1,040,392 | 11,424,255 | ||||||||||
Class R4 | (1,627,934 | ) | (17,449,532 | ) | 3,287,402 | 36,342,132 | ||||||||||
Class R5 (formerly Class W) | 18,829,759 | 202,625,922 | 109,031,585 | 1,189,017,448 | ||||||||||||
Class 529A | (49,235 | ) | (519,710 | ) | 78,237 | 863,651 | ||||||||||
Class 529B | (3,730 | ) | (39,975 | ) | 1,666 | 18,750 | ||||||||||
Class 529C | (72,582 | ) | (777,492 | ) | 34,330 | 377,699 | ||||||||||
11,545,365 | $125,355,194 | 40,829,208 | $452,331,810 |
The fund is one of several mutual funds in which the MFS funds-of-funds may invest. The MFS funds-of-funds do not invest in the underlying MFS funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Fund, the MFS Conservative Allocation Fund, the MFS Growth Allocation Fund, the MFS Lifetime Retirement Income Fund, the MFS Lifetime 2020 Fund, and the MFS Lifetime 2010 Fund were the owners of record of approximately 17%, 12%, 3%, 2%, 1% and 1%, respectively, of the value of outstanding voting shares of the fund. In addition, the MFS Lifetime 2015 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, and the MFS Lifetime 2055 Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.
Redesignation of Class W to Class R5 – On May 10, 2012, sales of Class W shares (including exchanges) were suspended. On May 11, 2012, certain Class W shares were
52
Table of Contents
Notes to Financial Statements (unaudited) – continued
automatically converted to Class I shares. Shareholders of certain Class W shares became shareholders of Class I and received Class I shares with a total net asset value equal to their Class W shares at the time of the conversion. On May 30, 2012, remaining Class W shares, which represented MFS seed money, were redesignated Class R5. Class R5 shares are generally available only to certain eligible retirement plans and to funds distributed by MFD. Class R5 shares do not pay a 12b-1 distribution fee or sub-accounting costs. On June 1, 2012, Class R5 shares were offered for sale to the public.
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.1 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Federal Reserve funds rate or one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Reserve funds rate plus an agreed upon spread. For the six months ended October 31, 2013, the fund’s commitment fee and interest expense were $8,648 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be an affiliated issuer:
Underlying Affiliated Fund | Beginning Shares/Par Amount | Acquisitions Shares/Par Amount | Dispositions Shares/Par Amount | Ending Shares/Par Amount | ||||||||||||
MFS Institutional Money Market Portfolio | 207,008,266 | 437,416,431 | (573,829,005 | ) | 70,595,692 | |||||||||||
Underlying Affiliated Fund | Realized Gain (Loss) | Capital Gain Distributions | Dividend Income | Ending Value | ||||||||||||
MFS Institutional Money Market Portfolio | $— | $— | $46,151 | $70,595,692 |
53
Table of Contents
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2013 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Chief Compliance Officer, a full-time 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2012 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to
54
Table of Contents
Board Review of Investment Advisory Agreement – continued
the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2012, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this three-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 2nd quintile for each of the one- and five-year periods ended December 31, 2012 relative to the Lipper performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that MFS Fund Distributors, Inc. (“MFD”), an affiliate of MFS, currently observes a Class A 12b-1 fee waiver, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee
55
Table of Contents
Board Review of Investment Advisory Agreement – continued
rate was higher than the Lipper expense group median, and the Fund’s total expense ratio was approximately at the Lipper expense group median.
The Trustees also considered the advisory fees charged by MFS to any comparable institutional accounts. 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 in comparison to institutional accounts, the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund, and the impact on MFS and expenses associated with the more extensive regulatory regime to which the Fund is subject in comparison to institutional accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is not subject to any breakpoints. Taking into account that the Fund’s total expense ratio was approximately at the Lipper expense group median described above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the group fee waiver was sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates
56
Table of Contents
Board Review of Investment Advisory Agreement – continued
under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFD. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2013.
A discussion regarding the Board’s most recent review and renewal of the fund’s Investment Advisory Agreement with MFS is available by clicking on the fund’s name under “Mutual Funds” in the “Products” section of the MFS Web site (mfs.com).
57
Table of Contents
PROXY VOTING POLICIES AND INFORMATION
A general description of the MFS funds’ proxy voting policies and procedures is available without charge, upon request, by calling 1-800-225-2606, by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section at the above address.
From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “News & Commentary” section of mfs.com or by clicking on the fund’s name under “Mutual Funds” in the “Products” section of mfs.com.
PROVISION OF FINANCIAL REPORTS AND SUMMARY PROSPECTUSES
The fund produces financial reports every six months and updates its summary prospectus and prospectus annually. To avoid sending duplicate copies of materials to households, only one copy of the fund’s annual and semiannual report and summary prospectus may be mailed to shareholders having the same last name and residential address on the fund’s records. However, any shareholder may contact MFSC (please see back cover for address and telephone number) to request that copies of these reports and summary prospectuses be sent personally to that shareholder.
58
Table of Contents
Save paper with eDelivery.
MFS® will send you prospectuses, |
reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.
To sign up:
1. Go to mfs.com.
2. Log in via MFS® Access.
3. Select eDelivery.
If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.
WEB SITE
mfs.com
MFS TALK
1-800-637-8255
24 hours a day
ACCOUNT SERVICE AND LITERATURE
Shareholders
1-800-225-2606
Financial advisors
1-800-343-2829
Retirement plan services
1-800-637-1255
MAILING ADDRESS
MFS Service Center, Inc.
P.O. Box 55824
Boston, MA 02205-5824
OVERNIGHT MAIL
MFS Service Center, Inc.
c/o Boston Financial Data Services
30 Dan Road
Canton, MA 02021-2809
Table of Contents
ITEM 2. | CODE OF ETHICS. |
During the period covered by this report, the Registrant has not amended any provision in its Code of Ethics (the “Code”) that relates to any element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable for semi-annual reports.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable for semi-annual reports.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable to the Registrant.
ITEM 6. | INVESTMENTS |
A schedule of investments of each series of the Registrant is included as part of the report to shareholders of such series under Item 1 of this Form N-CSR.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable to the Registrant.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.
Table of Contents
ITEM 11. | CONTROLS AND PROCEDURES. |
(a) | Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. |
(b) | There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
ITEM 12. | EXHIBITS. |
(a) | File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated. |
(1) | Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. |
(2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto. |
(b) | If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto. |
Table of Contents
Notice
A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) MFS SERIES TRUST IX
By (Signature and Title)* | JOHN M. CORCORAN | |
John M. Corcoran, President |
Date: December 19, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | JOHN M. CORCORAN | |
John M. Corcoran, President (Principal Executive Officer) |
Date: December 19, 2013
By (Signature and Title)* | DAVID L. DILORENZO | |
David L. DiLorenzo, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: December 19, 2013
* | Print name and title of each signing officer under his or her signature. |