MFS Charter Income Trust (MCR) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05822

MFS CHARTER INCOME TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: November 30

Date of reporting period: November 30, 2017

ITEM 1. REPORTS TO STOCKHOLDERS.

ANNUAL REPORT

November 30, 2017

MFS® CHARTER INCOME TRUST

MCR-ANN

MANAGED DISTRIBUTION POLICY DISCLOSURE

The MFS Charter Income Trust’s (the fund) Board of Trustees adopted a managed distribution policy. The fund seeks to pay monthly distributions based on an annual rate of 8.00% of the fund’s average monthly net asset value. The primary purpose of the managed distribution policy is to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month. You should not draw any conclusions about the fund’s investment performance from the amount of the current distribution or from the terms of the fund’s managed distribution policy. The Board may amend or terminate the managed distribution policy at any time without prior notice to fund shareholders. The amendment or termination of the managed distribution policy could have an adverse effect on the market price of the fund’s shares.

With each distribution, the fund will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for information regarding the tax character of the fund’s distributions.

Under a managed distribution policy the fund may at times distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. Any such returns of capital will decrease the fund’s total assets and, therefore, could have the effect of increasing the fund’s expense ratio. In addition, in order to make the level of distributions called for under its managed distribution policy, the fund may have to sell portfolio securities at a less than opportune time. A return of capital does not necessarily reflect the fund’s investment performance and should not be confused with ‘yield’ or ‘income’. The fund’s total return in relation to changes in net asset value is presented in the Financial Highlights.

MFS® CHARTER INCOME TRUST

New York Stock Exchange Symbol: MCR

Letter from the Executive Chairman	1
Portfolio composition	2
Management review	4
Performance summary	7
Portfolio managers’ profiles	10
Dividend reinvestment and cash purchase plan	11
Portfolio of investments	12
Statement of assets and liabilities	37
Statement of operations	38
Statements of changes in net assets	39
Statement of cash flows	40
Financial highlights	41
Notes to financial statements	43
Report of independent registered public accounting firm	57
Results of shareholder meeting	58
Trustees and officers	59
Board review of investment advisory agreement	66
Proxy voting policies and information	70
Quarterly portfolio disclosure	70
Further information	70
Information about fund contracts and legal claims	71
Federal tax information	71
MFS® privacy notice	72
Contact information    back cover

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

LETTER FROM THE EXECUTIVE CHAIRMAN

Dear Shareholders:

Most markets have proved resilient over the past year, despite uncertainty accompanying a new presidential administration in the United States and unease over

ongoing negotiations between the United Kingdom and the European Union regarding Brexit. U.S. share prices have reached new highs in recent months although the U.S. Federal Reserve has continued to gradually hike interest rates and has begun to shrink its balance sheet.

Globally, we’ve experienced a synchronized upturn in economic growth for more than a year. Despite the improvement in economic activity, there are few immediate signs of worrisome inflation amid muted wage gains around the world. Emerging market economies have been boosted in part by a weaker

U.S. dollar and are recovering despite lingering concerns over the potential for restrictive U.S. trade policies. Commodity markets have recovered somewhat in response to solid global demand and robust global trade, though not enough to rekindle inflation fears.

At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

Robert J. Manning

Executive Chairman

MFS Investment Management

January 16, 2018

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

1

PORTFOLIO COMPOSITION

Portfolio structure (i)

Fixed income sectors (i)
High Yield Corporates	62.7%
Non-U.S. Government Bonds	16.8%
Investment Grade Corporates	13.2%
Emerging Markets Bonds	9.6%
Mortgage-Backed Securities	4.0%
U.S. Treasury Securities	2.2%
Collateralized Debt Obligations	1.5%
Asset-Backed Securities	0.7%
Commercial Mortgage-Backed Securities	0.4%
Floating Rate Loans	0.3%
Municipal Bonds (o)	0.0%

Composition including fixed income credit quality (a)(i)
AAA	5.2%
AA	2.3%
A	8.9%
BBB	16.5%
BB	34.4%
B	29.2%
CCC	4.9%
C	0.2%
D (o)	0.0%
U.S. Government	14.8%
Federal Agencies	4.0%
Not Rated	(8.7)%
Non-Fixed Income	0.2%
Cash & Cash Equivalents (Less Liabilities)	(21.4)%
Other	9.5%
Portfolio facts (i)
Average Duration (d)	5.5
Average Effective Maturity (m)	7.4 yrs.

2

Portfolio Composition – continued

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

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

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

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

(o) Less than 0.1%.

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

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

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

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

Percentages are based on net assets as of November 30, 2017.

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

3

MANAGEMENT REVIEW

Summary of Results

MFS Charter Income Trust (“fund”) is a closed-end fund. The fund’s investment objective is to seek high current income, but may also consider capital appreciation. MFS normally invests the fund’s assets primarily in debt instruments. MFS normally invests the fund’s assets in corporate bonds of U.S. and/or foreign issuers, U.S. Government securities, foreign government securities, mortgage-backed and other asset-backed securities of U.S. and/or foreign issuers, and/or debt instruments of issuers located in emerging market countries. MFS allocates the fund’s assets across these categories with a view toward broad diversification across and within these categories.

For the twelve months ended November 30, 2017, shares of the fund provided a total return of 9.02%, at net asset value and a total return of 9.67%, at market value. This compares with a return of 9.16% for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index. Over the same period, the fund’s other benchmark, the MFS Charter Income Trust Blended Index (“Blended Index”), generated a return of 6.50%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

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

Market Environment

For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates.

Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve (“Fed”) increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to four, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, near the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French

4

Management Review – continued

elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.

In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.

10-Year US Treasury yields exhibited quite a bit of volatility during the reporting period, reaching as high as 2.62% in March 2017, and as low as 2.05% in September 2017, before finishing the reporting period essentially unchanged from one year ago. The increase in yields was driven by optimism over the potential for stronger US growth in the wake of the US presidential election, as well as signs of improving global growth, and a modest improvement in oil prices, which investors felt could lead to a reflationary environment. However, yields declined subsequent to March 2017 as investors priced in a lower likelihood of fiscal stimulus, and little indication of higher inflation led markets to believe that the Fed would be dovish, or more gradual, in normalizing policy. US Treasury yields then rose during the latter part of the reporting period as the Fed signaled that it viewed the low inflationary environment as temporary, and that further increases in the Fed Funds rate were likely, and that the Fed would likely begin unwinding its balance sheet in the fall as well.

Factors Affecting Performance

Relative to the Blended Index, the fund’s lesser exposure to sovereign bonds held back relative performance. Additionally, the fund’s exposure to commercial mortgage-backed securities (CMBS), which are not held by the benchmark, weakened relative returns.

Conversely, the fund’s greater allocation to the industrials sector and a lesser allocation to the treasury sector, contributed to relative performance. The fund’s greater exposure to “BB” rated ^(r) bonds, particularly its position within the government-related agencies and treasury sectors, also bolstered relative results. Security selection in “CCC” rated securities, specifically within the industrials sector, further benefited relative performance. The fund’s shorter-than-benchmark duration ^(d) stance, particularly in the long end of the curve, was another factor that supported relative returns as rates generally rose during the reporting period.

The fund employs leverage which has been created through the use of loan agreements with a bank. To the extent that investments are purchased through the use

5

Management Review – continued

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

Respectfully,

Portfolio Manager(s)

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

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

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

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

6

PERFORMANCE SUMMARY THROUGH 11/30/17

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

Price Summary for MFS Charter Income Trust

		Date			Price
Year Ended 11/30/17	Net Asset Value		11/30/17		$9.26
			11/30/16		$9.26
	New York Stock Exchange Price		11/30/17		$8.40
			6/06/17	(high) (t)	$8.75
			12/01/16	(low) (t)	$8.28
			11/30/16		$8.35

Total Returns vs Benchmark(s)

Year Ended 11/30/17	MFS Charter Income Trust at
	New York Stock Exchange Price (r)	9.67%
	Net Asset Value (r)	9.02%
	Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)	9.16%
	MFS Charter Income Trust Blended Index (f)(w)	6.50%
	Bloomberg Barclays U.S. Credit Bond Index (f)	5.98%
	Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)	1.99%
	Citigroup World Government Bond Non-Dollar Hedged Index (f)	2.53%
	JPMorgan Emerging Markets Bond Index Global (f)	10.20%

(f) Source: FactSet Research Systems Inc.

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

(t) For the period December 1, 2016 through November 30, 2017.

7

Performance Summary – continued

(w) As of November 30, 2017, the MFS Charter Income Trust Blended Index was comprised of 42% Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 20% Bloomberg Barclays U.S. Government/Mortgage Bond Index, 15.2% Citigroup World Government Bond Non-Dollar Hedged Index, 12.8% JPMorgan Emerging Markets Bond Index Global, and 10% Bloomberg Barclays U.S. Credit Bond Index.

Benchmark Definition(s)

Bloomberg Barclays U.S. Credit Bond Index – a market capitalization-weighted index that measures the performance of publicly issued, SEC-registered, U.S. corporate and specified foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.

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

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

Citigroup World Government Bond Non-Dollar Hedged Index – a market capitalization-weighted index that is designed to represent the currency-hedged performance of the international developed government bond markets, excluding the United States.

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

It is not possible to invest directly in an index.

Notes to Performance Summary

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

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

8

Performance Summary – continued

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

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

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

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

9

PORTFOLIO MANAGERS’ PROFILES

Portfolio Manager	Primary Role	Since	Title and Five Year History
Richard Hawkins	Co-Lead Portfolio Manager	2004	Investment Officer of MFS; employed in the investment management area of MFS since 1988.
Robert Spector	Co-Lead and Debt Instruments Portfolio Manager	2015	Investment Officer of MFS; employed in the investment management area of MFS since 2011.
William Adams	Below Investment Grade Debt Instruments Portfolio Manager	2011	Investment Officer of MFS; employed in the investment management area of MFS since 2009.
Ward Brown	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 2005.
David Cole	Below Investment Grade Debt Instruments Portfolio Manager	2006	Investment Officer of MFS; employed in the investment management area of MFS since 2004.
Pilar Gomez-Bravo	Debt Instruments Portfolio Manager	2013	Investment Officer of MFS; employed in the investment management area of MFS since 2013; Managing Director of Imperial Capital from May 2012 to March 2013.
Joshua Marston	Structured Securities Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 1999.
Robert Persons	Investment Grade Debt Instruments Portfolio Manager	2013	Investment Officer of MFS; employed in the investment management area of MFS since 2000.
Matt Ryan	Emerging Markets Debt Instruments Portfolio Manager	2004	Investment Officer of MFS; employed in the investment management area of MFS since 1997.
Erik Weisman	Sovereign Debt Obligations Portfolio Manager	2012	Investment Officer of MFS; employed in the investment management area of MFS since 2002.

10

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

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

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

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

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

11

PORTFOLIO OF INVESTMENTS

11/30/17

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

Bonds - 119.6%
Issuer	Shares/Par		Value ($)
Aerospace - 1.3%
Dae Funding LLC, 5%, 8/01/2024 (n)	$	1,535,000	$	1,535,000
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027 (n)		140,000		139,719
KLX, Inc., 5.875%, 12/01/2022 (n)		1,530,000		1,598,850
Lockheed Martin Corp., 3.55%, 1/15/2026		263,000		272,189
RBS Global, Inc./Rexnord LLC, 4.875%, 12/15/2025 (z)		170,000		170,000
TransDigm, Inc., 6%, 7/15/2022		820,000		845,625
TransDigm, Inc., 6.5%, 7/15/2024		800,000		818,000
TransDigm, Inc., 6.375%, 6/15/2026		465,000		471,975
			$	5,851,358
Airlines - 0.2%
Ryanair Ltd., 1.125%, 3/10/2023	EUR	775,000	$	940,359
Apparel Manufacturers - 0.1%
Coach, Inc., 4.125%, 7/15/2027	$	385,000	$	385,918
Asset-Backed & Securitized - 2.7%
Bayview Financial Revolving Mortgage Loan Trust, FLR, 2.937%, (LIBOR-1mo. + 1.6%) 12/28/2040 (z)	$	459,302	$	399,538
Chesapeake Funding II LLC, 2016-1A, “A2”, FLR, 2.4%, (U.S. LIBOR-1mo. + 1.15%) 3/15/2028 (n)		1,098,367		1,101,889
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048		500,000		508,182
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)		3,365,600		538,496
Dryden Senior Loan Fund, 2013-26A, “A”, CLO, FLR, 2.459%, (U.S. LIBOR-3mo. + 1.1%) 7/15/2025 (n)		645,871		650,695
Dryden Senior Loan Fund, 2014-34A, “CR”, CLO, FLR, 3.509%, (LIBOR-3mo. + 2.15%) 10/15/2026 (n)		255,098		258,410
First Union-Lehman Brothers Bank of America, 1.09%, 11/18/2035 (i)		1,316,005		19,526
Flatiron CLO Ltd., 2013-1A, “A2R”, FLR, 3.003%, (U.S. LIBOR-3mo. + 1.65%) 1/17/2026 (n)		929,626		936,665
Ford Credit Floorplan Master Owner Trust, 2015-1, “A2”, FLR, 1.65%, (U.S. LIBOR-1mo. + 0.4%) 1/15/2020		1,848,000		1,848,725
HarbourView CLO VII Ltd., “B1R”, FLR, 3.085%, (U.S. LIBOR-3mo. + 1.65%) 11/18/2026 (n)		940,012		940,816
JPMorgan Chase Commercial Mortgage Trust, 2007-LD11, “AM”, 6.167%, 6/15/2049		689,405		700,752

12

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Asset-Backed & Securitized - continued
Loomis, Sayles & Co., CLO, “A1”, FLR, 2.889%, (U.S. LIBOR-3mo. + 1.53%) 10/15/2027 (n)	$	2,526,150	$	2,541,007
Octagon Investment Partners XV, Ltd., CLO, FLR, 2.817%, (U.S. LIBOR-3mo. + 1.45%) 10/25/2025 (n)		1,177,401		1,183,481
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, “A5”, 3.148%, 5/15/2048		768,632		773,810
			$	12,401,992
Automotive - 1.7%
Allison Transmission, Inc., 5%, 10/01/2024 (n)	$	2,006,000	$	2,089,349
Delphi Automotive PLC, 1.5%, 3/10/2025	EUR	200,000		245,171
Ferrari N.V., 1.5%, 3/16/2023	EUR	350,000		427,060
General Motors Financial Co., Inc., 3.45%, 4/10/2022	$	256,000		259,631
General Motors Financial Co., Inc., 4.35%, 1/17/2027		129,000		132,569
IHO Verwaltungs GmbH, 4.75%, (4.75% cash or 5.50% PIK) 9/15/2026 (n)(p)		1,230,000		1,245,375
Lear Corp., 3.8%, 9/15/2027		127,000		126,829
RCI Banque S.A., 1%, 5/17/2023	EUR	600,000		725,440
Volkswagen International Finance N.V., 2.7% to 12/14/2022, FLR to 12/31/2099	EUR	100,000		122,655
Volkswagen Leasing GmbH, 1.375%, 1/20/2025	EUR	240,000		290,967
ZF North America Capital, Inc., 4.5%, 4/29/2022 (n)	$	1,085,000		1,148,744
ZF North America Capital, Inc., 4.75%, 4/29/2025 (n)		750,000		799,035
			$	7,612,825
Banks & Diversified Financials (Covered Bonds) - 0.1%
CaixaBank S.A., 1.125%, 1/12/2023	EUR	200,000	$	238,288
Biotechnology - 0.1%
Life Technologies Corp., 6%, 3/01/2020	$	200,000	$	214,360
Broadcasting - 1.9%
E. W. Scripps Co., 5.125%, 5/15/2025 (n)	$	845,000	$	842,888
ITV PLC, 2%, 12/01/2023	EUR	100,000		123,765
Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029	$	620,000		682,000
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030		395,000		429,563
Match Group, Inc., 6.375%, 6/01/2024		1,195,000		1,289,106
Netflix, Inc., 5.875%, 2/15/2025		2,275,000		2,434,250
Netflix, Inc., 4.375%, 11/15/2026		400,000		392,500
ProSiebenSat.1 Media AG, 2.625%, 4/15/2021	EUR	240,000		302,135
RELX Finance B.V., 1%, 3/22/2024	EUR	150,000		181,776
Sinclair Television Group Co., 5.125%, 2/15/2027 (z)	$	310,000		302,250
WMG Acquisition Corp., 5%, 8/01/2023 (n)		210,000		217,350

13

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Broadcasting - continued
WMG Acquisition Corp., 4.875%, 11/01/2024 (n)	$	1,435,000	$	1,485,225
			$	8,682,808
Brokerage & Asset Managers - 0.2%
E*TRADE Financial Corp., 2.95%, 8/24/2022	$	199,000	$	197,392
Intercontinental Exchange, Inc., 2.75%, 12/01/2020		178,000		180,030
Intercontinental Exchange, Inc., 3.75%, 12/01/2025		292,000		304,884
TD Ameritrade Holding Corp., 3.3%, 4/01/2027		282,000		284,569
			$	966,875
Building - 3.2%
ABC Supply Co., Inc., 5.75%, 12/15/2023 (n)	$	1,800,000	$	1,904,040
Beacon Escrow Corp., 4.875%, 11/01/2025 (n)		840,000		856,800
Beacon Roofing Supply, Inc., 6.375%, 10/01/2023		1,435,000		1,531,863
Elementia S.A. de C.V., 5.5%, 1/15/2025 (n)		210,000		218,505
Gibraltar Industries, Inc., 6.25%, 2/01/2021		1,045,000		1,065,900
HD Supply, Inc., 5.75%, 4/15/2024 (n)		1,470,000		1,565,550
Imerys S.A., 1.5%, 1/15/2027	EUR	200,000		242,520
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n)	$	205,000		208,588
James Hardie International Finance Ltd., 5%, 1/15/2028 (n)		230,000		234,025
Martin Marietta Materials, Inc., 3.45%, 6/01/2027		133,000		131,313
Mohawk Industries, Inc., 3.85%, 2/01/2023		134,000		138,836
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n)		920,000		995,900
PriSo Acquisition Corp., 9%, 5/15/2023 (n)		740,000		782,550
Standard Industries, Inc., 5.375%, 11/15/2024 (n)		1,760,000		1,852,400
Standard Industries, Inc., 6%, 10/15/2025 (n)		835,000		899,880
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023		1,340,000		1,400,702
Union Andina de Cementos S.A.A., 5.875%, 10/30/2021 (n)		492,000		515,370
			$	14,544,742
Business Services - 2.5%
Alliance Data Systems Corp., 5.875%, 11/01/2021 (n)	$	1,500,000	$	1,533,750
Alliance Data Systems Corp., 5.375%, 8/01/2022 (n)		450,000		456,750
Ascend Learning LLC, 6.875%, 8/01/2025 (n)		545,000		566,800
CDK Global, Inc., 4.875%, 6/01/2027 (n)		1,725,000		1,776,750
Cisco Systems, Inc., 2.2%, 2/28/2021		350,000		349,094
Equinix, Inc., 5.375%, 1/01/2022		305,000		317,581
Equinix, Inc., 5.375%, 4/01/2023		1,425,000		1,468,890
Equinix, Inc., 5.75%, 1/01/2025		202,000		216,393
Equinix, Inc., 5.875%, 1/15/2026		490,000		531,650
Fidelity National Information Services, Inc., 3.875%, 6/05/2024		146,000		151,153
Fidelity National Information Services, Inc., 5%, 10/15/2025		39,000		42,969
Fidelity National Information Services, Inc., 3%, 8/15/2026		267,000		256,721

14

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Business Services - continued
First Data Corp., 5%, 1/15/2024 (n)	$	2,055,000	$	2,126,925
MSCI, Inc., 4.75%, 8/01/2026 (n)		1,045,000		1,104,879
Tencent Holdings Ltd., 3.375%, 3/05/2018 (n)		449,000		450,425
			$	11,350,730
Cable TV - 6.3%
Altice Financing S.A., 6.5%, 1/15/2022 (n)	$	2,005,000	$	2,070,159
Altice Financing S.A., 6.625%, 2/15/2023 (n)		2,345,000		2,403,621
Altice U.S. Finance I Corp., 5.5%, 5/15/2026 (n)		970,000		982,125
CCO Holdings LLC/CCO Holdings Capital Corp., 5.125%, 5/01/2023 (n)		1,800,000		1,863,000
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024		1,565,000		1,621,731
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n)		335,000		342,956
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)		1,475,000		1,530,313
Charter Communications Operating LLC, 6.384%, 10/23/2035		217,000		249,766
Cox Communications, Inc., 4.6%, 8/15/2047 (n)		322,000		321,207
CSC Holdings LLC, 5.5%, 4/15/2027 (n)		1,395,000		1,414,181
DISH DBS Corp., 5%, 3/15/2023		905,000		883,506
DISH DBS Corp., 5.875%, 11/15/2024		845,000		851,338
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023		485,000		397,094
Intelsat Jackson Holdings S.A., 8%, 2/15/2024 (n)		245,000		259,088
Lynx II Corp., 6.375%, 4/15/2023 (n)		555,000		575,119
Shaw Communications, Inc., 5.65%, 10/01/2019	CAD	260,000		214,187
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n)	$	740,000		760,350
Sirius XM Radio, Inc., 6%, 7/15/2024 (n)		1,500,000		1,593,750
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n)		705,000		741,343
Sky PLC, 2.5%, 9/15/2026	EUR	250,000		322,793
Telenet Finance Lux S.A., 5.5%, 3/01/2028 (n)	$	1,200,000		1,192,500
Time Warner Cable, Inc., 4.5%, 9/15/2042		119,000		108,969
Unitymedia Hessen, 5.5%, 1/15/2023 (n)		1,215,000		1,245,375
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n)		1,570,000		1,658,784
Videotron Ltd., 5.375%, 6/15/2024 (n)		350,000		378,000
Videotron Ltd., 5.125%, 4/15/2027 (n)		1,730,000		1,812,175
Virgin Media Finance PLC, 5.75%, 1/15/2025 (n)		200,000		204,500
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n)		1,100,000		1,134,375
VTR Finance B.V., 6.875%, 1/15/2024 (n)		480,000		507,600
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n)		1,155,000		1,155,000
			$	28,794,905

15

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Chemicals - 1.1%
Air Liquide Finance Co., 2.25%, 9/27/2023 (n)	$	261,000	$	253,181
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n)		1,420,000		1,487,450
GCP Applied Technologies Co., 9.5%, 2/01/2023 (n)		1,621,000		1,805,389
LYB International Finance Co., 1.875%, 3/02/2022	EUR	250,000		313,433
SPCM S.A., 4.875%, 9/15/2025 (n)	$	1,250,000		1,271,875
			$	5,131,328
Computer Software - 1.2%
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n)	$	765,000	$	840,972
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n)		1,100,000		1,144,005
Nuance Communications, Inc., 5.625%, 12/15/2026 (n)		1,045,000		1,094,638
Oracle Corp., 3.4%, 7/08/2024		251,000		259,113
VeriSign, Inc., 4.625%, 5/01/2023		1,465,000		1,507,119
VeriSign, Inc., 5.25%, 4/01/2025		250,000		272,188
VeriSign, Inc., 4.75%, 7/15/2027		345,000		355,781
			$	5,473,816
Computer Software - Systems - 1.6%
Apple, Inc., 2.7%, 5/13/2022	$	400,000	$	403,278
Apple, Inc., 4.5%, 2/23/2036		417,000		472,877
Apple, Inc., 3.6%, 7/31/2042	GBP	130,000		204,653
Apple, Inc., 4.25%, 2/09/2047	$	84,000		89,736
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024		395,000		430,550
CDW LLC/CDW Finance Corp., 5%, 9/01/2025		235,000		245,575
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)		1,105,000		1,151,963
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n)		1,765,000		1,835,600
SS&C Technologies Holdings, Inc., 5.875%, 7/15/2023		945,000		999,338
Western Digital Corp., 10.5%, 4/01/2024		1,320,000		1,533,180
			$	7,366,750
Conglomerates - 2.7%
Amsted Industries Co., 5%, 3/15/2022 (n)	$	2,335,000	$	2,402,127
EnerSys, 5%, 4/30/2023 (n)		1,965,000		2,065,702
Enpro Industries, Inc., 5.875%, 9/15/2022		1,705,000		1,773,200
Entegris, Inc., 4.625%, 2/10/2026 (n)		1,440,000		1,467,000
Gates Global LLC, 6%, 7/15/2022 (n)		915,000		935,862
Johnson Controls International PLC, 1.375%, 2/25/2025	EUR	200,000		244,097
Parker-Hannifin Corp., 4.1%, 3/01/2047 (n)	$	176,000		183,906
Smiths Group PLC, 2%, 2/23/2027	EUR	200,000		247,899
SPX FLOW, Inc., 5.625%, 8/15/2024 (n)	$	1,315,000		1,384,038
TriMas Corp., 4.875%, 10/15/2025 (n)		1,505,000		1,520,050
			$	12,223,881

16

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Construction - 0.3%
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (d)	$	450,000	$	111,515
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (d)(n)		853,000		208,627
Mattamy Group Corp., 6.5%, 10/01/2025 (n)		1,135,000		1,188,913
			$	1,509,055
Consumer Products - 0.9%
Essity AB, 1.625%, 3/30/2027	EUR	300,000	$	369,031
Prestige Brands, Inc., 5.375%, 12/15/2021 (n)	$	1,180,000		1,205,075
Prestige Brands, Inc., 6.375%, 3/01/2024 (z)		610,000		635,925
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)		250,000		256,540
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)		272,000		265,808
Spectrum Brands, Inc., 6.125%, 12/15/2024		170,000		179,563
Spectrum Brands, Inc., 5.75%, 7/15/2025		1,150,000		1,207,500
			$	4,119,442
Consumer Services - 2.0%
ADT Corp., 6.25%, 10/15/2021	$	1,025,000	$	1,127,500
G4S International Finance PLC, 1.5%, 1/09/2023	EUR	200,000		245,117
G4S International Finance PLC, 1.5%, 6/02/2024	EUR	200,000		241,911
Grupo Posadas S.A.B. de C.V., 7.875%, 6/30/2022 (n)	$	366,000		381,555
Interval Acquisition Corp., 5.625%, 4/15/2023		2,175,000		2,267,438
Monitronics International, Inc., 9.125%, 4/01/2020		890,000		749,825
Priceline Group, Inc., 3.55%, 3/15/2028		141,000		140,154
Priceline Group, Inc., 2.15%, 11/25/2022	EUR	110,000		140,975
Priceline Group, Inc., 1.8%, 3/03/2027	EUR	1,100,000		1,339,771
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n)	$	930,000		943,950
Visa, Inc., 4.15%, 12/14/2035		234,000		256,046
Visa, Inc., 4.3%, 12/14/2045		300,000		332,733
West Corp., 8.5%, 10/15/2025 (n)		805,000		785,881
			$	8,952,856
Containers - 3.0%
Berry Global Group, Inc., 5.5%, 5/15/2022	$	1,025,000	$	1,062,156
Berry Global Group, Inc., 6%, 10/15/2022		975,000		1,028,625
Berry Global Group, Inc., 5.125%, 7/15/2023		420,000		439,950
Crown American LLC, 4.5%, 1/15/2023		875,000		913,675
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026		520,000		522,600
DS Smith PLC, 1.375%, 7/26/2024	EUR	300,000		360,798
Multi-Color Corp., 6.125%, 12/01/2022 (n)	$	1,700,000		1,768,000
Multi-Color Corp., 4.875%, 11/01/2025 (n)		140,000		141,050
Reynolds Group, 5.75%, 10/15/2020		510,000		518,606
Reynolds Group, 5.125%, 7/15/2023 (n)		1,200,000		1,245,000
Reynolds Group, 7%, 7/15/2024 (n)		535,000		574,015

17

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Containers - continued
San Miguel Industrias PET S.A., 4.5%, 9/18/2022 (n)	$	337,000	$	343,740
Sealed Air Corp., 4.875%, 12/01/2022 (n)		1,495,000		1,586,569
Sealed Air Corp., 5.125%, 12/01/2024 (n)		390,000		418,275
Sealed Air Corp., 5.5%, 9/15/2025 (n)		220,000		240,900
Signode Industrial Group, 6.375%, 5/01/2022 (n)		1,200,000		1,234,500
Silgan Holdings, Inc., 5.5%, 2/01/2022		100,000		102,500
Silgan Holdings, Inc., 4.75%, 3/15/2025 (n)		1,260,000		1,291,500
			$	13,792,459
Electrical Equipment - 0.5%
Arrow Electronics, Inc., 3.5%, 4/01/2022	$	173,000	$	174,954
CommScope Holding Company, Inc., 5.5%, 6/15/2024 (n)		390,000		408,525
CommScope Technologies LLC, 5%, 3/15/2027 (n)		1,585,000		1,585,000
			$	2,168,479
Electronics - 0.7%
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027 (n)	$	240,000	$	235,178
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)		520,000		574,600
Sensata Technologies B.V., 5%, 10/01/2025 (n)		1,480,000		1,579,900
Tyco Electronics Group S.A., 2.375%, 12/17/2018		294,000		294,987
Tyco Electronics Group S.A., 1.1%, 3/01/2023	EUR	350,000		427,732
			$	3,112,397
Emerging Market Quasi-Sovereign - 2.1%
Abu Dhabi Crude Oil Pipeline, 4.6%, 11/02/2047 (n)	$	400,000	$	408,000
BPRL International Singapore Private Ltd., 4.375%, 1/18/2027		567,000		587,183
CITGO Petroleum Corp., 6.25%, 8/15/2022 (n)		757,000		757,000
Empresa Nacional del Petroleo, 3.75%, 8/05/2026 (n)		207,000		206,524
Gaz Capital S.A., 4.95%, 2/06/2028		383,000		397,257
Gaz Capital S.A., 7.288%, 8/16/2037		507,000		618,079
Kazakhstan Temir Zholy Finance B.V., 4.85%, 11/17/2027 (n)		451,000		457,765
Office Cherifien des Phosphates S.A., 6.875%, 4/25/2044 (n)		351,000		398,413
ONGC Videsh Ltd., 4.625%, 7/15/2024		511,000		546,009
Pertamina, 6%, 5/03/2042 (n)		318,000		361,148
Pertamina PT, 6%, 5/03/2042		654,000		742,739
Petrobras Global Finance B.V., 6.125%, 1/17/2022		44,000		46,860
Petrobras Global Finance B.V., 7.375%, 1/17/2027		403,000		444,106
Petrobras International Finance Co., 6.75%, 1/27/2041		1,116,000		1,120,185
Petroleos del Peru S.A., 4.75%, 6/19/2032		200,000		204,500
Petroleos Mexicanos, 4.625%, 9/21/2023		212,000		218,890
Petroleos Mexicanos, 5.625%, 1/23/2046		246,000		230,010
Southern Gas Corridor CJSC, 6.875%, 3/24/2026		1,315,000		1,486,434

18

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Emerging Market Quasi-Sovereign - continued
State Grid Overseas Investment (2016) Ltd., 2.75%, 5/04/2022 (n)	$	402,000	$	399,483
			$	9,630,585
Emerging Market Sovereign - 3.9%
Dominican Republic, 7.5%, 5/06/2021 (n)	$	548,000	$	599,375
Dominican Republic, 8.625%, 4/20/2027		758,000		936,130
Federative Republic of Brazil, 4.625%, 1/13/2028		457,000		454,944
Government of Ukraine, 7.75%, 9/01/2026		200,000		207,052
Government of Ukraine, 7.375%, 9/25/2032 (n)		231,000		227,604
Republic of Angola, 7%, 8/17/2019		210,875		216,674
Republic of Argentina, 5.625%, 1/26/2022		564,000		591,918
Republic of Argentina, 6.875%, 1/26/2027		115,000		125,695
Republic of Argentina, 2.5% to 3/31/2019, 3.75% to 3/31/2029, 5.25% to 12/31/2038		353,000		258,802
Republic of Croatia, 5.5%, 4/04/2023 (n)		1,146,000		1,263,316
Republic of Hungary, 5.375%, 2/21/2023		446,000		498,182
Republic of Hungary, 7.625%, 3/29/2041		470,000		727,325
Republic of Indonesia, 11.625%, 3/04/2019 (n)		571,000		637,387
Republic of Indonesia, 2.875%, 7/08/2021 (z)	EUR	175,000		225,342
Republic of Indonesia, 3.375%, 4/15/2023 (n)	$	302,000		305,300
Republic of Indonesia, 2.15%, 7/18/2024 (z)	EUR	161,000		199,774
Republic of Indonesia, 4.125%, 1/15/2025 (n)	$	342,000		354,693
Republic of Indonesia, 4.125%, 1/15/2025		1,368,000		1,418,773
Republic of Indonesia, 4.625%, 4/15/2043		1,349,000		1,391,464
Republic of Panama, 9.375%, 4/01/2029		719,000		1,091,083
Republic of Paraguay, 6.1%, 8/11/2044		243,000		279,450
Republic of Paraguay, 6.1%, 8/11/2044 (n)		350,000		402,500
Republic of Sri Lanka, 6.125%, 6/03/2025		1,286,000		1,357,941
Republic of Sri Lanka, 6.85%, 11/03/2025		408,000		449,245
Republic of Turkey, 3.25%, 3/23/2023		633,000		594,893
Republic of Turkey, 4.875%, 10/09/2026		1,523,000		1,482,717
Russian Federation, 4.875%, 9/16/2023 (n)		400,000		434,800
Russian Federation, 4.75%, 5/27/2026		800,000		846,429
United Mexican States, 4.15%, 3/28/2027		224,000		234,528
			$	17,813,336
Energy - Independent - 4.7%
Afren PLC, 10.25%, 4/08/2019 (d)(z)	$	451,812	$	1,130
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024		1,315,000		1,449,788
Consol Energy, Inc., 5.875%, 4/15/2022		805,000		823,113
Consol Energy, Inc., 8%, 4/01/2023		495,000		528,413
Continental Resources, Inc., 4.5%, 4/15/2023		1,970,000		2,009,396

19

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Energy - Independent - continued
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n)	$	1,365,000	$	1,371,821
Diamondback Energy, Inc., 5.375%, 5/31/2025		1,525,000		1,574,090
Gulfport Energy Corp., 6%, 10/15/2024		980,000		983,675
Gulfport Energy Corp., 6.375%, 5/15/2025		685,000		690,138
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)		1,630,000		1,665,648
PDC Energy, Inc., 6.125%, 9/15/2024		1,550,000		1,618,781
QEP Resources, Inc., 5.25%, 5/01/2023		1,490,000		1,508,625
QEP Resources, Inc., 5.625%, 3/01/2026		600,000		608,928
Seven Generations Energy, 6.75%, 5/01/2023 (n)		1,230,000		1,306,875
Seven Generations Energy, 5.375%, 9/30/2025 (n)		660,000		663,300
SM Energy Co., 6.75%, 9/15/2026		1,710,000		1,729,238
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)		401,000		397,661
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026		987,000		978,782
Whiting Petroleum Corp., 6.25%, 4/01/2023		1,075,000		1,075,000
WPX Energy, Inc., 6%, 1/15/2022		340,000		350,200
			$	21,334,602
Energy - Integrated - 0.1%
LUKOIL International Finance B.V., 4.563%, 4/24/2023 (n)	$	544,000	$	565,869
Entertainment - 1.3%
Cedar Fair LP, 5.375%, 6/01/2024	$	405,000	$	424,238
Cedar Fair LP, 5.375%, 4/15/2027 (n)		710,000		747,275
Cinemark USA, Inc., 5.125%, 12/15/2022		1,430,000		1,462,175
Cinemark USA, Inc., 4.875%, 6/01/2023		1,150,000		1,170,125
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)		2,105,000		2,141,838
			$	5,945,651
Financial Institutions - 1.9%
AerCap Ireland Capital Co., 3.65%, 7/21/2027	$	379,000	$	373,364
Aircastle Ltd., 5.125%, 3/15/2021		460,000		487,025
Aircastle Ltd., 5.5%, 2/15/2022		800,000		861,000
Nationstar Mortgage LLC/Capital Corp., 6.5%, 8/01/2018		615,000		615,000
Nationstar Mortgage LLC/Capital Corp., 7.875%, 10/01/2020		2,110,000		2,154,310
Nationstar Mortgage LLC/Capital Corp., 6.5%, 7/01/2021		405,000		411,075
Navient Corp., 7.25%, 1/25/2022		1,490,000		1,605,475
Navient Corp., 7.25%, 9/25/2023		430,000		463,325
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n)		1,845,000		1,888,819
			$	8,859,393

20

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Food & Beverages - 2.9%
Anheuser-Busch InBev N.V., 1.5%, 4/18/2030	EUR	250,000	$	298,159
Anheuser-Busch InBev S.A., 6.875%, 11/15/2019	$	300,000		326,400
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023		408,000		418,322
Anheuser-Busch InBev Worldwide, Inc., 4.7%, 2/01/2036		483,000		535,199
Aramark Services, Inc., 4.75%, 6/01/2026		1,010,000		1,046,613
Asahi Group Holdings Ltd., 1.151%, 9/19/2025	EUR	150,000		179,590
Coca-Cola Enterprises, Inc., 1.875%, 3/18/2030	EUR	200,000		247,917
Cott Holdings, Inc., 5.5%, 4/01/2025 (n)	$	1,360,000		1,401,480
Danone S.A., 2.077%, 11/02/2021 (n)		236,000		231,743
Danone S.A., 2.589%, 11/02/2023 (n)		553,000		539,987
Gruma S.A.B. de C.V., 4.875%, 12/01/2024 (n)		202,000		217,352
JBS USA LLC/JBS USA Finance, Inc., 5.875%, 7/15/2024 (n)		1,500,000		1,477,500
Kraft Heinz Foods Co., 5.2%, 7/15/2045		31,000		33,531
Kraft Heinz Foods Co., 4.375%, 6/01/2046		130,000		125,453
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)		965,000		997,569
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n)		520,000		547,300
Pilgrim’s Pride Corp., 5.875%, 9/30/2027 (n)		1,095,000		1,142,906
Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp., 5.875%, 1/15/2024		1,430,000		1,515,800
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)		1,590,000		1,669,500
Wm. Wrigley Jr. Co., 2.9%, 10/21/2019 (n)		107,000		108,169
Wm. Wrigley Jr. Co., 3.375%, 10/21/2020 (n)		300,000		307,678
			$	13,368,168
Food & Drug Stores - 0.1%
Walgreens Boots Alliance, Inc., 2.7%, 11/18/2019	$	333,000	$	335,339
Forest & Paper Products - 0.0%
Appvion, Inc., 9%, 6/01/2020 (d)(n)	$	281,000	$	105,375
Gaming & Lodging - 1.7%
CCM Merger, Inc., 6%, 3/15/2022 (n)	$	815,000	$	837,413
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023		1,045,000		1,124,681
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026		145,000		156,509
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025		1,260,000		1,302,525
InterContinental Hotels Group PLC, 3.75%, 8/14/2025	GBP	100,000		146,214
MGM Resorts International, 6.625%, 12/15/2021	$	825,000		917,804
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021		1,375,000		1,399,063
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023		620,000		637,050
Wynn Macau Ltd., 4.875%, 10/01/2024 (n)		540,000		548,100
Wynn Macau Ltd., 5.5%, 10/01/2027 (n)		615,000		622,688
			$	7,692,047

21

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Industrial - 0.3%
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n)	$	1,480,000	$	1,531,800
Insurance - 0.3%
American International Group, Inc., 1.875%, 6/21/2027	EUR	110,000	$	134,005
AssuredPartners, Inc., 7%, 8/15/2025 (n)	$	810,000		816,075
Bupa Finance PLC, 2%, 4/05/2024	GBP	200,000		269,349
			$	1,219,429
Insurance - Health - 0.6%
Aetna, Inc., 2.8%, 6/15/2023	$	317,000	$	312,015
Centene Corp., 5.625%, 2/15/2021		410,000		423,325
Centene Corp., 6.125%, 2/15/2024		1,180,000		1,262,600
UnitedHealth Group, Inc., 2.7%, 7/15/2020		528,000		534,868
			$	2,532,808
Insurance - Property & Casualty - 0.5%
Berkshire Hathaway, Inc., 2.75%, 3/15/2023	$	234,000	$	235,506
Chubb INA Holdings, Inc., 2.3%, 11/03/2020		95,000		95,071
Chubb INA Holdings, Inc., 2.875%, 11/03/2022		221,000		223,667
Liberty Mutual Group, Inc., 4.25%, 6/15/2023		365,000		385,603
Liberty Mutual Group, Inc., 2.75%, 5/04/2026	EUR	100,000		130,138
Liberty Mutual Group, Inc., 2.75%, 5/04/2026 (z)	EUR	100,000		130,138
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024	$	159,000		164,061
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047		131,000		142,722
QBE Capital Funding III Ltd., 7.5% to 5/24/2021, FLR to 5/24/2041	GBP	200,000		304,756
XLIT Ltd., 3.25% to 6/29/2027, FLR to 6/29/2047	EUR	230,000		277,590
			$	2,089,252
International Market Sovereign - 13.4%
Buoni del Tesoro Poliennali, 2.5%, 12/01/2024	EUR	7,218,000	$	9,357,558
Commonwealth of Australia, 5.75%, 5/15/2021	AUD	2,319,000		1,974,740
Commonwealth of Australia, 3.75%, 4/21/2037	AUD	197,000		165,547
Federal Republic of Germany, 6.25%, 1/04/2030	EUR	442,000		878,623
Federal Republic of Germany, 2.5%, 7/04/2044	EUR	120,000		188,636
Government of Australia, 2.75%, 11/21/2027	AUD	1,031,000		796,169
Government of Canada, 3.25%, 6/01/2021	CAD	187,000		153,313
Government of Canada, 0.5%, 3/01/2022	CAD	3,919,000		2,900,938
Government of Canada, 2.5%, 6/01/2024	CAD	5,700,000		4,623,665
Government of Canada, 1.5%, 6/01/2026	CAD	3,348,000		2,525,656
Government of Canada, 5.75%, 6/01/2033	CAD	948,000		1,089,412
Government of Japan, 0.8%, 6/20/2023	JPY	500,000,000		4,663,779
Government of Japan, 2.2%, 9/20/2027	JPY	787,000,000		8,468,440
Government of Japan, 2.4%, 3/20/2037	JPY	493,400,000		5,860,651

22

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
International Market Sovereign - continued
Government of Japan, 1.8%, 3/20/2043	JPY	81,000,000	$	896,329
Kingdom of Spain, 4.6%, 7/30/2019	EUR	1,130,000		1,455,010
Kingdom of Spain, 5.4%, 1/31/2023	EUR	746,000		1,114,678
Kingdom of Spain, 5.15%, 10/31/2028	EUR	1,210,000		1,951,056
Republic of France, 4.75%, 4/25/2035	EUR	747,000		1,401,271
Republic of France, 4.5%, 4/25/2041	EUR	580,000		1,122,919
Republic of Ireland, 4.5%, 4/18/2020	EUR	222,000		296,030
Republic of Italy, 3.75%, 3/01/2021	EUR	1,581,000		2,106,390
Republic of Italy, 5.5%, 9/01/2022	EUR	925,000		1,359,436
Republic of Portugal, 4.95%, 10/25/2023	EUR	1,894,000		2,776,887
United Kingdom Treasury, 4.25%, 3/07/2036	GBP	111,000		207,686
United Kingdom Treasury, 3.25%, 1/22/2044	GBP	1,530,000		2,637,781
			$	60,972,600
Local Authorities - 0.1%
Province of Alberta, 4.5%, 12/01/2040	CAD	255,000	$	246,554
Province of British Columbia, 2.3%, 6/18/2026	CAD	370,000		285,099
			$	531,653
Machinery & Tools - 0.5%
Ashtead Capital, Inc., 5.625%, 10/01/2024 (n)	$	1,185,000	$	1,256,100
CNH Industrial Capital LLC, 4.375%, 11/06/2020		1,045,000		1,088,368
			$	2,344,468
Major Banks - 2.8%
Bank of America Corp., 7.625%, 6/01/2019	$	370,000	$	398,236
Bank of America Corp., 2.625%, 4/19/2021		370,000		370,943
Bank of America Corp., 3.248%, 10/21/2027		462,000		456,800
Bank of America Corp., 6.1% to 3/17/2025, FLR to 12/29/2049		670,000		742,863
Barclays Bank PLC, 6%, 1/14/2021	EUR	250,000		345,976
Barclays Bank PLC, 6.75% to 1/16/2018, FLR to 1/16/2023	GBP	100,000		136,143
Credit Agricole S.A., 7.375%, 12/18/2023	GBP	100,000		173,623
Credit Suisse Group AG, 6.5%, 8/08/2023 (n)	$	200,000		224,750
Goldman Sachs Group, Inc., 2.625%, 4/25/2021		360,000		359,781
Goldman Sachs Group, Inc., 5.75%, 1/24/2022		500,000		555,832
Goldman Sachs Group, Inc., 3.625%, 1/22/2023		454,000		467,211
Goldman Sachs Group, Inc., 3.85%, 1/26/2027		314,000		320,508
HSBC Holdings PLC, 4.375%, 11/23/2026		269,000		280,263
JPMorgan Chase & Co., 6.3%, 4/23/2019		500,000		528,021
JPMorgan Chase & Co., 3.25%, 9/23/2022		478,000		488,729
JPMorgan Chase & Co., 2.95%, 10/01/2026		601,000		585,533
JPMorgan Chase & Co., 3.54% to 5/01/2027, FLR to 5/01/2028		291,000		293,495
JPMorgan Chase & Co., 4.26% to 2/22/2047, FLR to 2/22/2048		303,000		320,011
JPMorgan Chase & Co., 6% to 8/01/2023, FLR to 12/31/2049		1,210,000		1,311,338

23

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Major Banks - continued
Morgan Stanley, 6.625%, 4/01/2018	$	391,000	$	396,918
Morgan Stanley, 2.2%, 12/07/2018		238,000		238,284
Morgan Stanley, 2.625%, 3/09/2027	GBP	200,000		271,351
Morgan Stanley, 3.95%, 4/23/2027	$	514,000		520,539
Nordea Bank AB, 1% to 9/07/2021, FLR to 9/07/2026	EUR	200,000		240,778
PNC Bank N.A., 2.6%, 7/21/2020	$	295,000		297,013
UBS Group AG, 6.875% to 8/07/2025, FLR to 12/29/2049		1,220,000		1,350,638
UBS Group Funding (Jersey) Ltd., 1.5%, 11/30/2024	EUR	300,000		372,750
UBS Group Funding (Switzerland) AG, 2.859% to 8/15/2022, FLR to 8/15/2023 (n)	$	750,000		742,062
Wells Fargo & Co., 4.1%, 6/03/2026		100,000		103,981
			$	12,894,370
Medical & Health Technology & Services - 4.1%
AmSurg Corp., 5.625%, 7/15/2022	$	865,000	$	882,300
Baxter International, Inc., 1.3%, 5/30/2025	EUR	200,000		242,025
Becton, Dickinson and Co., 2.675%, 12/15/2019	$	379,000		380,959
Becton, Dickinson and Co., 3.734%, 12/15/2024		239,000		243,245
CHS/Community Health Systems, Inc., 6.875%, 2/01/2022		775,000		466,938
DaVita, Inc., 5.125%, 7/15/2024		455,000		462,963
DaVita, Inc., 5%, 5/01/2025		1,075,000		1,075,323
HCA, Inc., 7.5%, 2/15/2022		2,085,000		2,350,838
HCA, Inc., 5.875%, 3/15/2022		1,505,000		1,631,044
HCA, Inc., 5%, 3/15/2024		1,040,000		1,092,000
HCA, Inc., 5.375%, 2/01/2025		695,000		721,063
HCA, Inc., 5.25%, 6/15/2026		215,000		228,303
HealthSouth Corp., 5.125%, 3/15/2023		1,305,000		1,335,276
HealthSouth Corp., 5.75%, 11/01/2024		30,000		30,713
Laboratory Corp. of America Holdings, 3.2%, 2/01/2022		200,000		204,046
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045		310,000		327,760
Northwell Healthcare, Inc., 3.979%, 11/01/2046		40,000		38,635
Northwell Healthcare, Inc., 4.26%, 11/01/2047		307,000		309,563
Polaris, 8.5%, 12/01/2022 (n)		445,000		462,978
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n)		1,225,000		1,283,188
Quorum Health Corp., 11.625%, 4/15/2023		550,000		521,125
Tenet Healthcare Corp., 8.125%, 4/01/2022		765,000		757,350
THC Escrow Corp. III, 5.125%, 5/01/2025 (n)		965,000		928,813
Thermo Fisher Scientific, Inc., 3.2%, 8/15/2027		476,000		466,725
Thermo Fisher Scientific, Inc., 3%, 4/15/2023		360,000		361,313
Universal Health Services, Inc., 7.625%, 8/15/2020		1,325,000		1,328,710
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n)		640,000		644,800
			$	18,777,996

24

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Medical Equipment - 0.8%
Hologic, Inc., 5.25%, 7/15/2022 (n)	$	830,000	$	866,313
Teleflex, Inc., 5.25%, 6/15/2024		1,095,000		1,149,750
Teleflex, Inc., 4.875%, 6/01/2026		610,000		631,893
Teleflex, Inc., 4.625%, 11/15/2027		790,000		808,763
Zimmer Biomet Holdings, Inc., 1.414%, 12/13/2022	EUR	300,000		367,170
			$	3,823,889
Metals & Mining - 3.9%
Cameco Corp., 5.67%, 9/02/2019	CAD	262,000	$	211,332
First Quantum Minerals Ltd., 7%, 2/15/2021 (n)	$	495,000		513,563
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n)		1,070,000		1,131,525
Freeport-McMoRan, Inc., 6.5%, 11/15/2020		135,000		137,673
Freeport-McMoRan, Inc., 6.875%, 2/15/2023		2,270,000		2,477,251
Freeport-McMoRan, Inc., 3.875%, 3/15/2023		445,000		439,927
Freeport-McMoRan, Inc., 5.4%, 11/14/2034		410,000		398,725
Glencore Finance (Europe) S.A., 1.25%, 3/17/2021	EUR	330,000		403,340
GrafTech International Co., 6.375%, 11/15/2020	$	680,000		678,300
Kaiser Aluminum Corp., 5.875%, 5/15/2024		1,660,000		1,780,350
Kinross Gold Corp., 4.5%, 7/15/2027 (n)		920,000		926,900
Kinross Gold Corp., 5.125%, 9/01/2021		300,000		316,500
Kinross Gold Corp., 5.95%, 3/15/2024		1,265,000		1,388,338
Lundin Mining Corp., 7.875%, 11/01/2022 (n)		930,000		1,002,075
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n)		935,000		965,388
Novelis Corp., 5.875%, 9/30/2026 (n)		1,455,000		1,507,744
Steel Dynamics, Inc., 5.125%, 10/01/2021		430,000		441,288
Steel Dynamics, Inc., 5.25%, 4/15/2023		775,000		798,483
Steel Dynamics, Inc., 5.5%, 10/01/2024		835,000		888,774
Steel Dynamics, Inc., 4.125%, 9/15/2025 (n)		541,000		542,353
Suncoke Energy, Inc., 7.625%, 8/01/2019		127,000		126,683
TMS International Corp., 7.25%, 8/15/2025 (n)		860,000		903,000
			$	17,979,512
Midstream - 3.4%
APT Pipelines Ltd., 5%, 3/23/2035 (n)	$	280,000	$	299,717
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n)		1,755,000		1,820,813
DCP Midstream LP, 4.95%, 4/01/2022		486,000		505,440
DCP Midstream LP, 5.6%, 4/01/2044		530,000		518,075
DCP Midstream LP, 3.875%, 3/15/2023		665,000		663,338
Enterprise Products Operating LLC, 1.65%, 5/07/2018		296,000		295,689
Kinder Morgan (Delaware), Inc., 7.75%, 1/15/2032		1,160,000		1,486,428
ONEOK, Inc., 4.95%, 7/13/2047		474,000		477,992
Phillips 66 Partners LP, 3.75%, 3/01/2028		127,000		125,990

25

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Midstream - continued
Plains All American Pipeline LP, 6.125% to 11/15/2022, FLR to 12/31/2099	$	1,090,000	$	1,077,738
Sabine Pass Liquefaction LLC, 5.625%, 4/15/2023		1,130,000		1,243,335
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028		333,000		335,450
Tallgrass Energy GP, LP, 5.5%, 1/15/2028 (n)		2,110,000		2,173,300
Targa Resources Partners LP, 5.375%, 2/01/2027		2,300,000		2,357,500
Targa Resources Partners LP/Targa Resources Finance Corp., 4.125%, 11/15/2019		1,050,000		1,057,875
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023		860,000		881,500
			$	15,320,180
Mortgage-Backed - 4.0%
Fannie Mae, 5.5%, 9/01/2019 - 7/01/2035	$	256,627	$	277,597
Fannie Mae, 6.5%, 4/01/2032 - 1/01/2033		46,303		52,151
Fannie Mae, 6%, 8/01/2034 - 2/01/2037		83,217		94,185
Fannie Mae, FLR, 1.487%, 5/25/2018		671,715		671,207
Freddie Mac, 3.187%, 9/25/2027		492,000		502,607
Freddie Mac, 3.064%, 8/25/2024		1,141,916		1,169,363
Freddie Mac, 2.811%, 1/25/2025		11,000,000		11,097,533
Freddie Mac, 2.673%, 3/25/2026		701,000		693,840
Freddie Mac, 3.243%, 4/25/2027		991,000		1,016,949
Freddie Mac, 3.117%, 6/25/2027		298,465		303,196
Freddie Mac, 3.194%, 7/25/2027		1,073,000		1,095,315
Freddie Mac, 3.244%, 8/25/2027		1,160,000		1,190,685
Freddie Mac, 6%, 8/01/2034		66,934		75,892
			$	18,240,520
Municipals - 0.0%
Commonwealth of Puerto Rico, Public Improvement, “C-7”, NATL, 6%, 7/01/2027	$	20,000	$	20,128
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2022		95,000		95,152
			$	115,280
Natural Gas - Distribution - 0.1%
Boston Gas Co., 3.15%, 8/01/2027 (n)	$	248,000	$	246,297
GNL Quintero S.A., 4.634%, 7/31/2029 (n)		323,000		335,920
			$	582,217
Network & Telecom - 1.5%
AT&T, Inc., 4.9%, 8/14/2037	$	488,000	$	486,429
AT&T, Inc., 4.25%, 6/01/2043	GBP	100,000		142,902
AT&T, Inc., 5.65%, 2/15/2047	$	206,000		224,434

26

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Network & Telecom - continued
British Telecom PLC, 5.75%, 12/07/2028	GBP	150,000	$	256,980
CenturyLink, Inc., 7.65%, 3/15/2042	$	595,000		499,800
Deutsche Telekom International Finance B.V., 1.5%, 4/03/2028	EUR	200,000		244,094
Empresa Nacional de Telecomunicaciones S.A., 4.75%, 8/01/2026	$	300,000		310,875
Telecom Italia Capital, 6%, 9/30/2034		250,000		279,063
Telecom Italia S.p.A., 5.303%, 5/30/2024 (n)		1,515,000		1,615,823
Telefonica Celular del Paraguay S.A., 6.75%, 12/13/2022		517,000		529,460
Verizon Communications, Inc., 4.812%, 3/15/2039		323,000		331,911
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025		660,000		700,425
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n)		1,285,000		1,323,550
			$	6,945,746
Oil Services - 0.7%
Bristow Group, Inc., 6.25%, 10/15/2022	$	791,000	$	636,280
Diamond Offshore Drilling, Inc., 7.875%, 8/15/2025		440,000		458,700
Diamond Offshore Drilling, Inc., 5.7%, 10/15/2039		945,000		767,813
Schlumberger Ltd., 2.65%, 11/20/2022 (n)		310,000		308,961
Trinidad Drilling Ltd., 6.625%, 2/15/2025 (n)		945,000		902,475
			$	3,074,229
Oils - 0.1%
Marathon Petroleum Corp., 4.75%, 9/15/2044	$	200,000	$	203,728
Neste Oyj, 1.5%, 6/07/2024	EUR	100,000		120,982
Phillips 66, 4.875%, 11/15/2044	$	150,000		165,684
			$	490,394
Other Banks & Diversified Financials - 0.9%
Arion Banki, 2.5%, 4/26/2019	EUR	100,000	$	123,012
Bank of Iceland, 1.75%, 9/07/2020	EUR	300,000		370,031
BBVA Bancomer S.A. de C.V., 6.75%, 9/30/2022 (n)	$	1,004,000		1,137,231
Belfius Bank S.A., 3.125%, 5/11/2026	EUR	200,000		262,249
Capital One Financial Corp., 2.35%, 8/17/2018	$	806,000		807,745
Citizens Bank N.A., 2.55%, 5/13/2021		250,000		249,509
Deutsche Bank AG, 1.875%, 2/28/2020	GBP	200,000		271,766
Groupe BPCE S.A., 12.5% to 9/30/2019, FLR to 8/29/2049 (n)		113,000		132,140
ING Groep N.V., 3.95%, 3/29/2027		249,000		260,357
Intesa Sanpaolo S.p.A., 5.25%, 1/28/2022	GBP	100,000		153,045
JSC Kazkommertsbank, 5.5%, 12/21/2022	$	342,000		341,213
			$	4,108,298
Personal Computers & Peripherals - 0.0%
Equifax, Inc., 2.3%, 6/01/2021	$	160,000	$	155,249

27

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Pharmaceuticals - 0.5%
Celgene Corp., 2.875%, 8/15/2020	$	524,000	$	529,122
Gilead Sciences, Inc., 2.35%, 2/01/2020		52,000		52,228
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n)		710,000		654,975
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023 (z)		315,000		276,413
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n)		315,000		269,719
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n)		745,000		638,838
			$	2,421,295
Pollution Control - 0.0%
Republic Services, Inc., 3.375%, 11/15/2027	$	75,000	$	75,337
Printing & Publishing - 0.2%
Nielsen Finance LLC, 5%, 4/15/2022 (n)	$	954,000	$	982,000
Real Estate - Apartment - 0.1%
Grand City Properties S.A., 1.375%, 8/03/2026	EUR	300,000	$	357,707
Vonovia SE, REIT, 2.125%, 7/09/2022	EUR	225,000		289,050
			$	646,757
Real Estate - Healthcare - 0.6%
MPT Operating Partnership LP/MPT Financial Co., 5%, 10/15/2027	$	1,330,000	$	1,386,525
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026		1,375,000		1,448,906
			$	2,835,431
Real Estate - Office - 0.2%
Boston Properties, Inc., REIT, 3.125%, 9/01/2023	$	250,000	$	252,313
Merlin Properties SOCIMI S.A., REIT, 2.225%, 4/25/2023	EUR	250,000		315,389
Merlin Properties SOCIMI S.A., REIT, 1.875%, 11/02/2026	EUR	150,000		179,156
			$	746,858
Real Estate - Other - 1.2%
CyrusOne LP/CyrusOne Finance Co., REIT, 5.375%, 3/15/2027 (z)	$	525,000	$	549,938
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027 (n)		320,000		335,200
CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024 (n)		1,455,000		1,513,200
Felcor Lodging LP, REIT, 5.625%, 3/01/2023		1,240,000		1,277,200
Starwood Property Trust, Inc., REIT, 5%, 12/15/2021		865,000		900,681
Starwood Property Trust, Inc., REIT, 4.75%, 3/15/2025 (n)		725,000		723,188
			$	5,299,407

28

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Restaurants - 0.5%
Golden Nugget, Inc., 6.75%, 10/15/2024 (n)	$	850,000	$	868,063
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n)		1,365,000		1,443,488
			$	2,311,551
Retailers - 1.1%
Best Buy Co., Inc., 5.5%, 3/15/2021	$	347,000	$	372,179
Dollar Tree, Inc., 5.75%, 3/01/2023		1,270,000		1,328,738
Hanesbrands, Inc., 4.625%, 5/15/2024 (n)		300,000		305,625
Hanesbrands, Inc., 4.875%, 5/15/2026 (n)		1,280,000		1,305,216
Home Depot, Inc., 3%, 4/01/2026		310,000		309,658
Home Depot, Inc., 4.875%, 2/15/2044		200,000		235,881
Kering S.A., 1.25%, 5/10/2026	EUR	200,000		244,808
Sally Beauty Holdings, Inc., 5.625%, 12/01/2025	$	1,075,000		1,074,328
			$	5,176,433
Specialty Chemicals - 0.9%
A Schulman, Inc., 6.875%, 6/01/2023	$	1,230,000	$	1,288,425
Ecolab, Inc., 2.625%, 7/08/2025	EUR	100,000		132,918
Koppers, Inc., 6%, 2/15/2025 (n)	$	1,235,000		1,326,452
Univar USA, Inc., 6.75%, 7/15/2023 (n)		1,430,000		1,497,925
			$	4,245,720
Specialty Stores - 0.5%
Group 1 Automotive, Inc., 5%, 6/01/2022	$	1,455,000	$	1,500,469
PetSmart, Inc., 7.125%, 3/15/2023 (n)		825,000		602,250
			$	2,102,719
Supermarkets - 0.3%
Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024	$	1,260,000	$	1,190,700
Loblaw Cos. Ltd., 4.86%, 9/12/2023	CAD	262,000		224,414
			$	1,415,114
Supranational - 0.1%
International Bank for Reconstruction and Development, 2.8%, 1/13/2021	AUD	170,000	$	130,655
International Bank for Reconstruction and Development, 4.25%, 6/24/2025	AUD	210,000		174,461
International Finance Corp., 3.25%, 7/22/2019	AUD	305,000		235,207
			$	540,323
Telecommunications - Wireless - 3.0%
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n)	$	415,000	$	395,288
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n)		1,340,000		1,222,750

29

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Telecommunications - Wireless - continued
American Tower Corp., REIT, 3.5%, 1/31/2023	$	465,000	$	475,806
Crown Castle International Corp., 3.7%, 6/15/2026		157,000		156,348
Digicel Group Ltd., 6%, 4/15/2021 (n)		967,000		932,817
Digicel Group Ltd., 7.125%, 4/01/2022 (n)		640,000		578,093
Digicel Group Ltd., 6.75%, 3/01/2023 (n)		1,150,000		1,115,500
SBA Communications Corp., 4%, 10/01/2022 (n)		1,485,000		1,492,425
SBA Communications Corp., 4.875%, 9/01/2024		350,000		362,250
SBA Tower Trust, 2.898%, 10/08/2019 (n)		220,000		221,009
Sprint Corp., 7.875%, 9/15/2023		980,000		1,055,950
Sprint Corp., 7.125%, 6/15/2024		1,655,000		1,722,243
Sprint Nextel Corp., 6%, 11/15/2022		895,000		903,950
T-Mobile USA, Inc., 6.125%, 1/15/2022		135,000		139,725
T-Mobile USA, Inc., 6.5%, 1/15/2024		615,000		652,669
T-Mobile USA, Inc., 5.125%, 4/15/2025		815,000		851,675
T-Mobile USA, Inc., 6.5%, 1/15/2026		775,000		847,656
T-Mobile USA, Inc., 5.375%, 4/15/2027		695,000		743,650
			$	13,869,804
Telephone Services - 0.5%
Chorus Ltd. Co., 1.125%, 10/18/2023	EUR	150,000	$	180,641
Level 3 Financing, Inc., 5.375%, 1/15/2024	$	470,000		471,175
Level 3 Financing, Inc., 5.375%, 5/01/2025		1,545,000		1,549,326
TELUS Corp., 5.05%, 7/23/2020	CAD	265,000		220,598
			$	2,421,740
Tobacco - 0.2%
Imperial Brands Finance PLC, 1.375%, 1/27/2025	EUR	150,000	$	181,692
Reynolds American, Inc., 8.125%, 6/23/2019	$	92,000		99,995
Reynolds American, Inc., 4.45%, 6/12/2025		415,000		442,407
Reynolds American, Inc., 5.7%, 8/15/2035		118,000		138,171
			$	862,265
Transportation - Services - 0.6%
Autostrade per L’Italia S.p.A., 1.75%, 6/26/2026	EUR	250,000	$	309,862
Brambles Finance PLC, 1.5%, 10/04/2027	EUR	150,000		182,414
Compagnie Financial et Indus Unternehmensanleihe, 0.75%, 9/09/2028	EUR	200,000		227,923
ERAC USA Finance LLC, 7%, 10/15/2037 (n)	$	250,000		329,566
Heathrow Funding Ltd., 1.875%, 7/12/2032	EUR	150,000		184,461
Heathrow Funding Ltd., 4.625%, 10/31/2046	GBP	100,000		170,212
Navios Maritime Holding, Inc., 7.375%, 1/15/2022 (n)	$	335,000		263,813
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022		130,000		126,100
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n)		670,000		546,050

30

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Transportation - Services - continued
Transurban Finance Co., 1.75%, 3/29/2028	EUR	200,000	$	243,845
			$	2,584,246
U.S. Treasury Obligations - 14.8%
U.S. Treasury Bonds, 5.25%, 2/15/2029	$	3,824,000	$	4,868,579
U.S. Treasury Bonds, 5.375%, 2/15/2031		286,200		379,282
U.S. Treasury Bonds, 4.5%, 2/15/2036		1,082,000		1,384,706
U.S. Treasury Bonds, 4.75%, 2/15/2037 (f)		1,885,200		2,493,251
U.S. Treasury Bonds, 3.125%, 2/15/2043 (f)		2,920,000		3,087,900
U.S. Treasury Bonds, 3.625%, 2/15/2044		771,000		887,584
U.S. Treasury Notes, 0.875%, 10/15/2018		11,000,000		10,927,813
U.S. Treasury Notes, 1.25%, 12/15/2018		10,000,000		9,954,297
U.S. Treasury Notes, 0.75%, 10/31/2018		14,000,000		13,884,609
U.S. Treasury Notes, 0.875%, 5/15/2019		9,000,000		8,887,500
U.S. Treasury Notes, 1.75%, 5/15/2022		4,692,000		4,624,553
U.S. Treasury Notes, 2.25%, 11/15/2025		6,005,000		5,952,691
			$	67,332,765
Utilities - Electric Power - 3.3%
American Electric Power Co., Inc., 1.65%, 12/15/2017	$	185,000	$	185,000
Calpine Corp., 5.5%, 2/01/2024		1,765,000		1,705,431
Calpine Corp., 5.75%, 1/15/2025		930,000		895,125
Calpine Corp., 5.25%, 6/01/2026 (n)		695,000		702,819
Covanta Holding Corp., 6.375%, 10/01/2022		310,000		317,750
Covanta Holding Corp., 5.875%, 3/01/2024		995,000		1,004,950
Covanta Holding Corp., 5.875%, 7/01/2025		1,215,000		1,215,000
Dominion Resources, Inc., 2.5%, 12/01/2019		250,000		250,485
Duke Energy Florida LLC, 3.2%, 1/15/2027		310,000		313,381
EDP Finance B.V., 5.25%, 1/14/2021 (n)		200,000		214,948
EDP Finance B.V., 2%, 4/22/2025	EUR	100,000		126,328
Emera U.S. Finance LP, 2.7%, 6/15/2021	$	98,000		97,986
Emera U.S. Finance LP, 3.55%, 6/15/2026		112,000		112,283
Enel Finance International N.V., 4.75%, 5/25/2047 (n)		442,000		458,915
Engie Energia Chile S.A., 5.625%, 1/15/2021		757,000		824,370
Engie Energia Chile S.A., 4.5%, 1/29/2025 (n)		512,000		532,524
Exelon Corp., 3.497%, 6/01/2022		151,000		154,463
Innogy Finance B.V., 4.75%, 1/31/2034	GBP	100,000		163,599
NextEra Energy Capital Holdings, Inc., 3.55%, 5/01/2027	$	377,000		384,547
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n)		1,290,000		1,302,900
NRG Energy, Inc., 6.625%, 3/15/2023		1,530,000		1,586,763
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n)		1,240,000		1,311,300
PPL Capital Funding, Inc., 3.1%, 5/15/2026		379,000		371,946
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n)		250,000		268,548

31

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Utilities - Electric Power - continued
Virginia Electric & Power Co., 3.5%, 3/15/2027	$	475,000	$	490,636
			$	14,991,997
Total Bonds (Identified Cost, $539,212,595)			$	546,077,640
Floating Rate Loans (g)(r) - 0.3%
Computer Software - Systems - 0.1%
Sabre GLBL, Inc., Term Loan B, 3.59%, 2/22/2024	$	236,813	$	237,775
Consumer Products - 0.0%
Spectrum Brands, Inc., Term Loan B, 3.37%, 6/23/2022	$	129,227	$	129,825
Entertainment - 0.1%
Cedar Fair LP, Term Loan B, 3.59%, 4/13/2024	$	317,611	$	319,199
Six Flags Theme Parks, Inc., Term Loan B, 3.32%, 6/30/2022		331,400		333,057
			$	652,256
Medical & Health Technology & Services - 0.1%
DaVita HealthCare Partners, Inc., Term Loan B, 4.09%, 6/24/2021	$	555,971	$	560,557
Total Floating Rate Loans (Identified Cost, $1,572,239)			$	1,580,413
Common Stocks - 0.2%
Energy - Independent - 0.1%
Frontera Energy Corp. (a)		8,177	$	237,869
Oil Services - 0.1%
Gravity Oilfield Services, Inc. (a)(u)		615	$	546,993
Total Common Stocks (Identified Cost, $1,645,971)			$	784,862
Investment Companies (h) - 1.3%
Money Market Funds - 1.3%
MFS Institutional Money Market Portfolio, 1.19% (v) (Identified Cost, $5,804,198)		5,804,640	$	5,804,060
Other Assets, Less Liabilities - (21.4)%				(97,656,238)
Net Assets - 100.0%			$	456,590,737

(a) Non-income producing security.

(d) In default.

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

(g) The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated.

32

Portfolio of Investments – continued

(h) 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $5,804,060 and $548,442,915, respectively.

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

(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $179,834,997, representing 39.4% of net assets.

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

(r) Remaining maturities of floating rate loans may be less than stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. Floating rate loans generally have rates of interest which are determined periodically by reference to a base lending rate plus a premium.

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

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

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

Restricted Securities	Acquisition Date	Cost		Value
Afren PLC, 10.25%, 4/08/2019	3/01/12-4/02/13		$482,712		$1,130
Bayview Financial Revolving Mortgage Loan Trust, FLR, 2.937%, (LIBOR-1mo. + 1.6%),12/28/2040	3/01/06		459,302		399,538
CyrusOne LP/CyrusOne Finance Co., 5.375%, 3/15/2027	11/01/17		553,030		549,938
Liberty Mutual Group, Inc., 2.75%, 5/04/2026	4/26/16		112,171		130,138
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023	11/08/17-11/10/17		275,901		276,413
Prestige Brands, Inc., 6.375%, 3/01/2024	11/03/17		652,314		635,925
RBS Global, Inc./Rexnord LLC, 4.875%, 12/15/2025	11/30/17		170,000		170,000
Republic of Indonesia, 2.875%, 7/08/2021	7/02/14		238,025		225,342
Republic of Indonesia, 2.15%, 7/18/2024	7/11/17		184,239		199,774
Sinclair Television Group Co., 5.125%, 2/15/2027	11/28/17		302,251		302,250
Total Restricted Securities					$2,890,448
% of Net assets					0.6%

33

Portfolio of Investments – continued

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

CDO Collateralized Debt Obligation

CLO Collateralized Loan Obligation

FLR Floating rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate.

PLC Public Limited Company

REIT Real Estate Investment Trust

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

AUD Australian Dollar

CAD Canadian Dollar

CHF Swiss Franc

DKK Danish Krone

EUR Euro

GBP British Pound

HKD Hong Kong Dollar

INR Indian Rupee

JPY Japanese Yen

KRW Korean Won

MXN Mexican Peso

NOK Norwegian Krone

NZD New Zealand Dollar

SEK Swedish Krona

SGD Singapore Dollar

ZAR South African Rand

Derivative Contracts at 11/30/17

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
Asset Derivatives
DKK	31,438	USD	5,031	Barclays Bank PLC		1/12/2018		$11
EUR	2,073,101	USD	2,460,910	Brown Brothers Harriman		1/12/2018		13,355
EUR	658,445	USD	777,218	Goldman Sachs International		1/12/2018		8,642
EUR	2,911,018	USD	3,411,997	JPMorgan Chase Bank N.A.		1/12/2018		62,329
GBP	200,734	USD	268,473	Brown Brothers Harriman		1/12/2018		3,436
GBP	1,517,833	USD	2,007,191	JPMorgan Chase Bank N.A.		1/12/2018		48,828
INR	149,980,000	USD	2,273,010	JPMorgan Chase Bank N.A.		12/11/2017		51,001
JPY	16,804,516	USD	149,457	JPMorgan Chase Bank N.A.		1/12/2018		203
KRW	44,218,500	USD	39,510	JPMorgan Chase Bank N.A.		1/23/2018		1,135
MXN	3,219,094	USD	169,420	JPMorgan Chase Bank N.A.		1/12/2018		2,142
USD	20,226,879	JPY	2,258,189,459	Barclays Bank PLC		1/12/2018		115,671
USD	9,733,930	CAD	12,193,948	Citibank N.A.		1/12/2018		275,954
USD	1,152,726	HKD	8,975,000	Citibank N.A.		1/12/2018		3,017
USD	116,057	JPY	13,004,000	Citibank N.A.		1/12/2018		245
USD	62,108	AUD	81,000	Deutsche Bank AG		1/12/2018		852
USD	30,317	CAD	39,000	Deutsche Bank AG		1/12/2018		67

34

Portfolio of Investments – continued

Forward Foreign Currency Exchange Contracts - continued

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
Asset Derivatives – continued
USD	652,179	NOK	5,169,000	Deutsche Bank AG		1/12/2018		$29,996
USD	124,272	CAD	155,000	Goldman Sachs International		1/12/2018		4,049
USD	182,344	CHF	177,000	Goldman Sachs International		1/12/2018		1,793
USD	5,817,447	AUD	7,482,978	JPMorgan Chase Bank N.A.		1/12/2018		158,520
USD	3,957,507	NOK	31,518,000	JPMorgan Chase Bank N.A.		1/12/2018		163,746
USD	2,475	NZD	3,506	JPMorgan Chase Bank N.A.		1/12/2018		80
USD	7,947,163	CAD	9,926,483	Merrill Lynch International		1/12/2018		247,897
ZAR	569,852	USD	41,059	JPMorgan Chase Bank N.A.		1/12/2018		228
								$1,193,197
Liability Derivatives
CAD	1,458,000	USD	1,150,569	Goldman Sachs International		1/12/2018		$(19,702	)
CHF	57,082	USD	59,051	Goldman Sachs International		1/12/2018		(824	)
HKD	18,713,000	USD	2,403,193	Brown Brothers Harriman		1/12/2018		(6,034	)
HKD	17,765,000	USD	2,278,205	Deutsche Bank AG		1/12/2018		(2,486	)
HKD	8,071,000	USD	1,036,434	JPMorgan Chase Bank N.A.		1/12/2018		(2,529	)
INR	150,464,000	USD	2,333,463	Barclays Bank PLC		12/11/2017		(1,953	)
INR	89,271,000	USD	1,384,025	JPMorgan Chase Bank N.A.		12/11/2017		(729	)
NOK	36,558,912	USD	4,624,111	Goldman Sachs International		1/12/2018		(223,584	)
SEK	1,084,119	USD	135,003	Deutsche Bank AG		1/12/2018		(5,066	)
USD	9,438,887	GBP	7,124,215	Barclays Bank PLC		1/12/2018		(211,398	)
USD	51,200	CHF	51,000	Citibank N.A.		1/12/2018		(823	)
USD	865,877	EUR	730,739	Citibank N.A.		1/12/2018		(6,266	)
USD	101,261	SEK	846,000	Citibank N.A.		1/12/2018		(136	)
USD	5,583,743	EUR	4,800,742	Deutsche Bank AG		1/12/2018		(145,984	)
USD	1,695,175	EUR	1,424,000	Goldman Sachs International		1/12/2018		(4,381	)
USD	40,453,721	EUR	34,162,875	JPMorgan Chase Bank N.A.		1/12/2018		(319,967	)
USD	456,552	GBP	346,000	JPMorgan Chase Bank N.A.		1/12/2018		(12,131	)
USD	49,364	SGD	66,859	JPMorgan Chase Bank N.A.		1/12/2018		(224	)
USD	451,272	EUR	379,000	UBS AG		1/12/2018		(1,068	)
								$(965,285	)

Futures Contracts

Description	Long/ Short		Currency		Contracts	Notional Amount		Expiration Date		Value/ Unrealized Appreciation (Depreciation)
Asset Derivatives
Interest Rate Futures
Euro-Bund 10 yr		Long		EUR	27		$5,229,290		December - 2017		$2,507
Euro-Buxl 30 yr		Long		EUR	5		994,691		December - 2017		1,178

35

Portfolio of Investments – continued

Futures Contracts - continued

Description	Long/ Short		Currency		Contracts	Notional Amount		Expiration Date		Value/ Unrealized Appreciation (Depreciation)
Asset Derivatives – continued
Interest Rate Futures – continued
U.S. Treasury Ultra Note 10 yr		Short		USD	41		$5,460,047		March - 2018		$46,860
Government of Canada Bond 10 yr		Short		CAD	12		1,271,480		March - 2018		614
U.S. Treasury Bond 30 yr		Short		USD	4		606,875		March - 2018		7,860
U.S. Treasury Note 5 yr		Short		USD	48		5,584,500		March - 2018		24,959
U.S. Treasury Note 10 yr		Short		USD	379		47,013,766		March - 2018		355,288
											$439,266
Liability Derivatives
Interest Rate Futures
Euro-Bobl 5 yr		Long		EUR	22		$3,443,654		December - 2017		$(5,813	)
Long Gilt 10 yr		Long		GBP	35		5,850,484		March - 2018		(36,568	)
U.S. Treasury Ultra Bond		Long		USD	8		1,319,000		March - 2018		(17,600	)
											$(59,981	)

At November 30, 2017, the fund had liquid securities with an aggregate value of $800,144 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

36

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 11/30/17

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

Assets
Investments in unaffiliated issuers, at value (identified cost, $542,430,805)	$548,442,915
Investments in affiliated issuers, at value (identified cost, $5,804,198)	5,804,060
Cash	835,749
Foreign currency, at value (identified cost, $5,334)	5,356
Receivables for
Forward foreign currency exchange contracts	1,193,197
Daily variation margin on open futures contracts	215,223
Investments sold	1,251,806
Interest	5,892,588
Other assets	3,927
Total assets	$563,644,821
Liabilities
Notes payable	$100,000,000
Payables for
Distributions	195,215
Forward foreign currency exchange contracts	965,285
Investments purchased	4,151,854
Capital shares reacquired	1,399,044
Payable to affiliates
Investment adviser	14,180
Transfer agent and dividend disbursing costs	2,697
Payable for independent Trustees’ compensation	12,927
Accrued interest expense	151,114
Accrued expenses and other liabilities	161,768
Total liabilities	$107,054,084
Net assets	$456,590,737
Net assets consist of
Paid-in capital	$469,688,561
Unrealized appreciation (depreciation)	6,633,618
Accumulated net realized gain (loss)	(17,406,307	)
Accumulated distributions in excess of net investment income	(2,325,135	)
Net assets	$456,590,737
Shares of beneficial interest outstanding (49,589,421 shares authorized less 296,986 capital shares to be retired)	49,292,435
Net asset value per share (net assets of $456,590,737 / 49,292,435 shares of beneficial interest outstanding)	$9.26

See Notes to Financial Statements

37

Financial Statements

STATEMENT OF OPERATIONS

Year ended 11/30/17

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

Net investment income (loss)
Income
Interest	$24,355,862
Dividends from affiliated issuers	93,342
Foreign taxes withheld	(1,156	)
Total investment income	$24,448,048
Expenses
Management fee	$2,633,154
Transfer agent and dividend disbursing costs	64,181
Administrative services fee	84,008
Independent Trustees’ compensation	65,390
Stock exchange fee	49,976
Custodian fee	52,462
Shareholder communications	167,162
Audit and tax fees	79,682
Legal fees	62,170
Interest expense	1,617,398
Miscellaneous	60,424
Total expenses	$4,936,007
Net investment income (loss)	$19,512,041
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)
Unaffiliated issuers	$2,513,131
Affiliated issuers	1,025
Futures contracts	(263,191	)
Forward foreign currency exchange contracts	952,313
Foreign currency	27,466
Net realized gain (loss)	$3,230,744
Change in unrealized appreciation (depreciation)
Unaffiliated issuers	$17,353,456
Affiliated issuers	(138	)
Futures contracts	837,882
Forward foreign currency exchange contracts	(5,006,337	)
Translation of assets and liabilities in foreign currencies	44,438
Net unrealized gain (loss)	$13,229,301
Net realized and unrealized gain (loss)	$16,460,045
Change in net assets from operations	$35,972,086

See Notes to Financial Statements

38

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

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

	Year ended
Change in net assets	11/30/17			11/30/16
From operations
Net investment income (loss)		$19,512,041			$23,982,372
Net realized gain (loss)		3,230,744			(16,119,265	)
Net unrealized gain (loss)		13,229,301			32,311,594
Change in net assets from operations		$35,972,086			$40,174,701
Distributions declared to shareholders
From net investment income		$(16,248,537	)		$(25,680,863	)
From tax return of capital		(21,298,942	)		(12,631,474	)
Total distributions declared to shareholders		$(37,547,479	)		$(38,312,337	)
Change in net assets from fund share transactions		$(18,955,628	)		$(8,777,369	)
Total change in net assets		$(20,531,021	)		$(6,915,005	)
Net assets
At beginning of period		477,121,758			484,036,763
At end of period (including accumulated distributions in excess of net investment income of $2,325,135 and $8,203,523, respectively)		$456,590,737			$477,121,758

See Notes to Financial Statements

39

Financial Statements

STATEMENT OF CASH FLOWS

Year ended 11/30/17

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

Cash flows from operating activities:
Change in net assets from operations	$35,972,086
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:
Purchase of investment securities	(329,785,958	)
Proceeds from disposition of investment securities	360,210,864
Proceeds from disposition of short-term investments, net	3,500,955
Realized gain/loss on investments	(2,514,156	)
Unrealized appreciation/depreciation on investments	(17,353,318	)
Unrealized appreciation/depreciation on foreign currency contracts	5,006,337
Net amortization/accretion of income	(74,840	)
Decrease in interest receivable	857,073
Decrease in accrued expenses and other liabilities	(15,164	)
Decrease in receivable for daily variation margin on open futures contracts	103,392
Decrease in other assets	147,769
Increase in interest payable	62,482
Net cash provided by operating activities	$56,117,522
Cash flows from financing activities:
Distributions paid in cash	(37,545,614	)
Repurchase of shares of beneficial interest	(18,337,499	)
Net cash used by financing activities	$(55,883,113	)
Net increase in cash	$234,409
Cash:
Beginning of period (including foreign currency of $37)	$606,696
End of period (including foreign currency of $5,356)	$841,105
Supplemental disclosure of cash flow information:
Cash paid during the year ended November 30, 2017 for interest was $1,554,916.

See Notes to Financial Statements

40

Financial Statements

FINANCIAL HIGHLIGHTS

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

	Year ended
	11/30/17			11/30/16			11/30/15			11/30/14			11/30/13
Net asset value, beginning of period		$9.26			$9.20			$10.17			$10.17			$10.40
Income (loss) from investment operations
Net investment income (loss) (d)		$0.39			$0.46	(c)		$0.49			$0.52			$0.57
Net realized and unrealized gain (loss)		0.33			0.32			(0.68	)		0.04			(0.18	)
Total from investment operations		$0.72			$0.78			$(0.19	)		$0.56			$0.39
Less distributions declared to shareholders
From net investment income		$(0.32	)		$(0.50	)		$(0.81	)		$(0.58	)		$(0.62	)
From tax return of capital		(0.43	)		(0.24	)		—			—			—
Total distributions declared to shareholders		$(0.75	)		$(0.74	)		$(0.81	)		$(0.58	)		$(0.62	)
Net increase from repurchase of capital shares		$0.03			$0.02			$0.03			$0.02			$0.00	(w)
Net asset value, end of period (x)		$9.26			$9.26			$9.20			$10.17			$10.17
Market value, end of period		$8.40			$8.35			$7.92			$8.81			$8.97
Total return at market value (%)		9.67			15.19			(1.28	)		4.68			(6.13	)
Total return at net asset value (%) (j)(r)(s)(x)		9.02			9.97	(c)		(0.66	)		6.58			4.28
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.05			0.99	(c)		0.90			0.87			0.92
Expenses after expense reductions (f)		N/A			N/A			N/A			0.87			0.92
Net investment income		4.16			5.01	(c)		5.01			5.09			5.53
Portfolio turnover		52			43			37			44			52
Net assets at end of period (000 omitted)		$456,591			$477,122			$484,037			$548,530			$557,238
Supplemental Ratios (%):
Ratio of expenses to average net assets after expense reductions and excluding interest expense and fees (f)		0.71			0.73	(c)		0.73			0.72			0.75
Senior Securities:
Total notes payable outstanding (000 omitted)		$100,000			$100,000			$100,000			$100,000			$100,000
Asset coverage per $1,000 of indebtedness (k)		$5,566			$5,771			$5,840			$6,485			$6,572

41

Financial Highlights – continued

(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d) Per share data is based on average shares outstanding.

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

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

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

(r) Certain expenses have been reduced without which performance would have been lower.

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

(w) Per share amount was less than $0.01.

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

See Notes to Financial Statements

42

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s legal, political, and economic environment.

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.

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

43

Notes to Financial Statements – continued

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.

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

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

44

Notes to Financial Statements – continued

such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires 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,

45

Notes to Financial Statements – continued

such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of November 30, 2017 in valuing the fund’s assets or liabilities:

Financial Instruments	Level 1			Level 2			Level 3		Total
Equity Securities		$237,869			$—			$546,993		$784,862
U.S. Treasury Bonds & U.S. Government Agency & Equivalents		—			67,332,765			—		67,332,765
Non-U.S. Sovereign Debt		—			88,956,844			—		88,956,844
Municipal Bonds		—			115,280			—		115,280
U.S. Corporate Bonds		—			282,605,676			—		282,605,676
Residential Mortgage-Backed Securities		—			18,240,520			—		18,240,520
Commercial Mortgage-Backed Securities		—			2,002,270			—		2,002,270
Asset-Backed Securities (including CDOs)		—			10,399,722			—		10,399,722
Foreign Bonds		—			76,424,563			—		76,424,563
Floating Rate Loans		—			1,580,413			—		1,580,413
Mutual Funds		5,804,060			—			—		5,804,060
Total		$6,041,929			$547,658,053			$546,993		$554,246,975
Other Financial Instruments
Futures Contracts – Assets		$439,266			$—			$—		$439,266
Futures Contracts – Liabilities		(59,981	)		—			—		(59,981	)
Forward Foreign Currency Exchange Contracts – Assets		—			1,193,197			—		1,193,197
Forward Foreign Currency Exchange Contracts – Liabilities		—			(965,285	)		—		(965,285	)

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

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

	Equity Securities
Balance as of 11/30/16		$—
Received as part of a corporate action		546,993
Balance as of 11/30/17		$546,993

At November 30, 2017, the fund held one level 3 security.

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

46

Notes to Financial Statements – continued

losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

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

The derivative instruments used by the fund were purchased options, futures contracts, and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at November 30, 2017 as reported in the Statement of Assets and Liabilities:

		Fair Value (a)
Risk	Derivative Contracts	Asset Derivatives		Liability Derivatives
Interest Rate	Interest Rate Futures		$439,266		$(59,981	)
Foreign Exchange	Forward Foreign Currency Exchange		1,193,197		(965,285	)
Total			$1,632,463		$(1,025,266	)

(a) The value for futures contracts presented in this table corresponds to the value reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended November 30, 2017 as reported in the Statement of Operations:

Risk	Futures Contracts			Forward Foreign Currency Exchange Contracts		Investments (Purchased Options)
Interest Rate		$(263,191	)		$—		$(25,970	)
Foreign Exchange		—			952,313		—
Equity		—			—		(70,980	)
Total		$(263,191	)		$952,313		$(96,950	)

47

Notes to Financial Statements – continued

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended November 30, 2017 as reported in the Statement of Operations:

Risk	Futures Contracts		Forward Foreign Currency Exchange Contracts			Investments (Purchased Options)
Interest Rate		$837,882		$—			$—
Foreign Exchange		—		(5,006,337	)		—
Equity		—		—			49,010
Total		$837,882		$(5,006,337	)		$49,010

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

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives or deposits with brokers for cleared derivatives, respectively. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Interest expense” in the Statement of Operations.

48

Notes to Financial Statements – continued

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

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

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

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

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

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from

49

Notes to Financial Statements – continued

or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

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

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

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Statement of Cash Flows – Information on financial transactions which have been settled through the receipt or disbursement of cash is presented in the Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows is the amount included within the fund’s Statement of Assets and Liabilities and includes cash on hand at its custodian bank and does not include any short-term investments.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees,

50

Notes to Financial Statements – continued

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

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

The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and that value may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.

To mitigate this risk of loss on TBA securities and other types of forward settling mortgage-backed securities, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the

51

Notes to Financial Statements – continued

other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

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

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

Distributions to shareholders are recorded on the ex-dividend date. The fund seeks to pay monthly distributions based on an annual rate of 8.00% of the fund’s average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital or, to the extent the fund has long-term gains, distributions of current year long-term gains may be recharacterized as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

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

52

Notes to Financial Statements – continued

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

	Year ended 11/30/17		Year ended 11/30/16
Ordinary income (including any short-term capital gains)		$16,248,537		$25,680,863
Tax return of capital (b)		21,298,942		12,631,474
Total distributions		$37,547,479		$38,312,337

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

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

As of 11/30/17
Cost of investments	$554,840,093
Gross appreciation	11,446,504
Gross depreciation	(11,432,425	)
Net unrealized appreciation (depreciation)	$14,079
Capital loss carryforwards	(12,918,244	)
Other temporary differences	(193,659	)

As of November 30, 2017, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

Short-Term	$(2,498,649	)
Long-Term	(10,419,595	)
Total	$(12,918,244	)

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.32% of the fund’s average daily net assets and 4.57% of gross income less interest expense from leveraging. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. The management fee, from net assets and gross income, incurred for the year ended November 30, 2017 was equivalent to an annual effective rate of 0.56% of the fund’s average daily net assets.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended November 30, 2017, these fees paid to MFSC amounted to $16,105.

53

Notes to Financial Statements – continued

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended November 30, 2017 was equivalent to an annual effective rate of 0.0179% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $2,748 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $12,893 at November 30, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended November 30, 2017, the fee paid by the fund under this agreement was $877 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. Under this policy, cross-trades are effected at current market prices with no remuneration paid in connection with the transaction. During the year ended November 30, 2017, the fund engaged in sale transactions pursuant to this policy, which amounted to $438,690. The sales transactions resulted in net realized gains (losses) of $8,207.

54

Notes to Financial Statements – continued

(4) Portfolio Securities

For the year ended November 30, 2017, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

	Purchases		Sales
U.S. Government securities		$67,127,055		$38,552,393
Non-U.S. Government securities		$221,658,079		$288,359,706

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest. The fund repurchased 2,208,712 shares of beneficial interest during the year ended November 30, 2017 at an average price per share of $8.58 and a weighted average discount of 8.21% per share. The fund repurchased 1,084,828 shares of beneficial interest during the year ended November 30, 2016 at an average price per share of $8.57 and a weighted average discount of 11.80% per share. Transactions in fund shares were as follows:

	Year ended 11/30/17						Year ended 11/30/16
	Shares			Amount			Shares			Amount
Capital shares reacquired		(2,208,712	)		$(18,955,628	)		(1,084,828	)		$(8,777,369	)

(6) Loan Agreement

The fund has a credit agreement with a bank for a revolving secured line of credit that can be drawn upon up to $100,000,000. At November 30, 2017, the fund had outstanding borrowings under this agreement in the amount of $100,000,000, which are secured by a lien on the fund’s assets. The loan’s carrying value in the fund’s Statement of Assets and Liabilities approximates its fair value. The loan value as of the reporting date is considered level 2 under the fair value hierarchy. The credit agreement matures on August 19, 2018. Borrowings under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR plus an agreed upon spread or an alternate rate, at the option of the borrower, stated as the greater of the bank’s prime rate, the daily one month LIBOR plus an agreed upon spread, or the Overnight Federal Funds Rate plus an agreed upon spread. The fund incurred interest expense of $1,612,761 during the period, which is included in “Interest expense” in the Statement of Operations. The fund may also be charged a commitment fee based on the average daily unused portion of the revolving secured line of credit. The fund did not incur a commitment fee during the period. For the year ended November 30, 2017, the average loan balance was $100,000,000 at a weighted average annual interest rate of 1.61%. The fund is subject to certain covenants including, but not limited to, requirements with respect to asset coverage, portfolio diversification and liquidity.

55

Notes to Financial Statements – continued

(7) Investments in Affiliated Issuers

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

Affiliated Issuers			Beginning Shares/Par Amount			Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money Market Portfolio				9,305,595			177,593,593		(181,094,548	)		5,804,640
Affiliated Issuers	Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money Market Portfolio		$1,025		$(138	)		$—		$93,342			$5,804,060

(8) Legal Proceedings

In May 2015, the Motors Liquidation Company Avoidance Action Trust (hereafter, “AAT”) served upon the fund a complaint in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of New York, captioned Motors Liquidation Company Avoidance Action Trust v. JPMorgan Chase Bank, N.A., et al. (No. 09-00504 (REG)). The complaint, which was originally filed in 2009 but not served on the fund until 2015, names as defendants over 500 entities (including the fund) that held an interest in a $1.5 billion General Motors (GM) term loan in 2009, when GM filed for bankruptcy. The AAT alleges that the fund and the other term loan lenders were improperly treated as secured lenders with respect to the term loan shortly before and immediately after GM’s bankruptcy, receiving full principal and interest payments under the loan. The AAT alleges that the fund and other term loan lenders should have been treated as unsecured (or partially unsecured) creditors because the main lien securing the collateral was allegedly not perfected at the time of GM’s bankruptcy due to an erroneous filing in October 2008 that terminated the financing statement perfecting the lien. The AAT seeks to claw back payments made to the fund and the other term loan lenders after, and during the 90 days before, GM’s June 2009 bankruptcy petition. During that time period, the fund received term loan payments of approximately $1,280,000. The fund cannot predict the outcome of this proceeding. Among other things, it is unclear whether the AAT’s claims will succeed; what the fund would be entitled to as an unsecured (or partially unsecured) creditor, given the existence of other collateral not impacted by the erroneous October 2008 filing; whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability; and the degree to which the fund may be entitled to indemnification from a third party for any amount required to be disgorged. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.

56

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Charter Income Trust (the Fund) as of November 30, 2017, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2017, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Charter Income Trust at November 30, 2017, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts

January 16, 2018

57

RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Charter Income Trust, which was held on October 5, 2017, the following action was taken:

Item 1: To elect the following individuals as Trustees:

	Number of Shares
Nominee	For		Withheld Authority
Steven E. Buller		42,567,207.003		797,588.746
Michael Hegarty		42,580,398.787		784,396.962
John P. Kavanaugh		42,644,500.483		720,295.266

58

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

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

Name, Age	Position(s) Held with Fund	Trustee/ Officer Since (h)	Term Expiring	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years (j)
INTERESTED TRUSTEES
Robert J. Manning (k) (age 54)	Trustee	February 2004	2019	137	Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)	N/A
Robin A. Stelmach (k) (age 56)	Trustee	January 2014	2018	137	Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)	N/A
INDEPENDENT TRUSTEES
John P. Kavanaugh (age 63)	Trustee and Chair of Trustees	January 2009	2020	137	Private investor	N/A

59

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/ Officer Since (h)	Term Expiring	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years (j)
Steven E. Buller (age 66)	Trustee	February 2014	2020	137	Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)	N/A
John A. Caroselli (age 63)	Trustee	March 2017	2018	137	JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)	N/A
Maureen R. Goldfarb (age 62)	Trustee	January 2009	2019	137	Private investor	N/A
Michael Hegarty (age 73)	Trustee	December 2004	2020	137	Private investor	Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

60

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/ Officer Since (h)	Term Expiring	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years (j)
Clarence Otis, Jr. (age 61)	Trustee	March 2017	2018	137	Darden Restaurants, Inc., Chief Executive Officer (until 2014)	VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)
Maryanne L. Roepke (age 61)	Trustee	May 2014	2019	137	American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)	N/A
Laurie J. Thomsen (age 60)	Trustee	March 2005	2019	137	Private investor	The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
OFFICERS
Christopher R. Bohane (k) (age 43)	Assistant Secretary and Assistant Clerk	July 2005	N/A	137	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kino Clark (k) (age 49)	Assistant Treasurer	January 2012	N/A	137	Massachusetts Financial Services Company, Vice President

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Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
John W. Clark, Jr. (k) (age 50)	Assistant Treasurer	April 2017	N/A	137	Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)
Thomas H. Connors (k) (age 58)	Assistant Secretary and Assistant Clerk	September 2012	N/A	137	Massachusetts Financial Services Company, Vice President and Senior Counsel
Ethan D. Corey (k) (age 54)	Assistant Secretary and Assistant Clerk	July 2005	N/A	137	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k) (age 49)	President	July 2005	N/A	137	Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k) (age 50)	Secretary and Clerk	April 2017	N/A	137	Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)

62

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
Brian E. Langenfeld (k) (age 44)	Assistant Secretary and Assistant Clerk	June 2006	N/A	137	Massachusetts Financial Services Company, Vice President and Senior Counsel
Susan A. Pereira (k) (age 47)	Assistant Secretary and Assistant Clerk	July 2005	N/A	137	Massachusetts Financial Services Company, Vice President and Senior Counsel
Kasey L. Phillips (k) (age 47)	Assistant Treasurer	September 2012	N/A	137	Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k) (age 43)	Assistant Secretary and Assistant Clerk	October 2014	N/A	137	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino (age 73)	Independent Senior Officer	June 2004	N/A	137	Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k) (age 47)	Assistant Secretary and Assistant Clerk	October 2007	N/A	137	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Martin J. Wolin (k) (age 50)	Chief Compliance Officer	July 2015	N/A	137	Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)

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Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Term Expiring	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
James O. Yost (k) (age 57)	Treasurer	September 1990	N/A	137	Massachusetts Financial Services Company, Senior Vice President

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

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

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

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

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

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Trustees and Officers – continued

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

Investment Adviser	Custodian
Massachusetts Financial Services Company	State Street Bank and Trust Company
111 Huntington Avenue	1 Lincoln Street
Boston, MA 02199-7618	Boston, MA 02111-2900
Portfolio Manager(s)	Independent Registered Public Accounting Firm
Richard Hawkins	Ernst & Young LLP
Robert Spector	200 Clarendon Street
William Adams	Boston, MA 02116
Ward Brown
David Cole
Pilar Gomez-Bravo
Joshua Marston
Robert Persons
Matt Ryan
Erik Weisman

65

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, 2017 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2016 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel

66

Board Review of Investment Advisory Agreement – continued

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

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Lipper performance universe over the three-year period ended December 31, 2016, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 15th out of a total of 25 funds in the Lipper performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 13th out of a total of 25 funds for the one-year period and 11th out of a total of 19 funds for the five-year period ended December 31, 2016. Given the size of the Lipper performance universe and information previously provided by MFS regarding differences between the Fund and the other funds in its Lipper performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for each of the one-, three- and five-year periods ended December 31, 2016 (one-year: 13.8% total return for the Fund versus 10.0% total return for the benchmark; three-year: 5.7% total return for the Fund versus 4.5% total return for the benchmark; five-year: 6.9% total return for the Fund versus 5.2% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

67

Board Review of Investment Advisory Agreement – continued

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

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

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

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

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

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

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

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Board Review of Investment Advisory Agreement – continued

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, 2017.

69

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and

procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

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

QUARTERLY PORTFOLIO DISCLOSURE

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

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

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

FURTHER INFORMATION

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

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

70

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

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

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

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2017 income tax forms in January 2018.

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rev. 3/16

FACTS   WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?

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

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:   • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions   When you are no longer our customer, we continue to share your information as described in this notice.

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

Reasons we can share your personal information	Does MFS share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

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

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Page 2

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

What we do
How does MFS protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?	We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market.

Other important information

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

73

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

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

WRITE

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

New York Stock Exchange Symbol: MCR

ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. Effective January 1, 2017, the Code was amended to (i) clarify that the term “for profit” company as used in Section II.B of the Code excludes the investment adviser and its subsidiaries and pooled investment vehicles sponsored by the investment adviser or its subsidiaries, (ii) align the Code’s provisions regarding receipt of gifts and entertainment in Section II.B of the Code with the gifts and entertainment policy of the Funds’ investment adviser, and (iii) make other administrative changes. During the period covered by the report, the Registrant has not granted a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code effective as of January 1, 2017 is filed as an exhibit to this Form N-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

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

For the fiscal years ended November 30, 2017 and 2016, audit fees billed to the Fund by E&Y were as follows:

	Audit Fees
	2017		2016
Fees billed by E&Y:
MFS Charter Income Trust		56,683		55,056

For the fiscal years ended November 30, 2017 and 2016, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

	Audit-Related Fees1				Tax Fees2				All Other Fees3
	2017		2016		2017		2016		2017		2016
Fees billed by E&Y:
To MFS Charter Income Trust		11,358		11,027		10,452		10,303		1,160		1,200
	Audit-Related Fees1				Tax Fees2				All Other Fees3
	2017		2016		2017		2016		2017		2016
Fees billed by E&Y:
To MFS and MFS Related Entities of MFS Charter Income Trust*		1,603,983		1,412,499		0		0		101,450		116,023

	Aggregate Fees for Non-audit Services
	2017		2016
Fees Billed by E&Y:
To MFS Charter Income Trust, MFS and MFS Related Entities#		1,860,403		1,676,652

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

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

¹  The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

²  The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

³  The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.

Item 4(e)(1):

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

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

Item 4(e)(2):

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

Item 4(f): Not applicable.

Item 4(h): The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

ITEM 6. SCHEDULE OF INVESTMENTS

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

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

MASSACHUSETTS FINANCIAL SERVICES COMPANY

PROXY VOTING POLICIES AND PROCEDURES

February 1, 2017

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

The MFS Proxy Voting Policies and Procedures include:

A. Voting Guidelines;

B. Administrative Procedures;

C Records Retention; and

D. Reports.

A. VOTING GUIDELINES

1. General Policy; Potential Conflicts of Interest

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

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

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

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

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

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

2. MFS’ Policy on Specific Issues

Election of Directors

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

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

For directors who are not a CEO of a public company, MFS will vote against a nominee who serves on more than five (5) public company boards in total. MFS may consider exceptions to this policy if (i) the director is either retired or listed as “professional director” in the proxy statement; (ii) the company has disclosed the director’s plans to step down from the number of public company boards exceeding five (5) within a reasonable time; or (iii) the director exceeds the permitted number of public company board seats solely due to either his/her board service on an affiliated company (e.g., a subsidiary), or service on more than one investment company within the same investment company complex.

For directors who are also a CEO of a public company, MFS will vote against a nominee who serves on more than three (3) public-company boards in total. However, we will support his or her re-election to the board of the company for which he or she serves as CEO).

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

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

Majority Voting and Director Elections

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

Classified Boards

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

Proxy Access

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

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

Stock Plans

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

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

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

Shareholder Proposals on Executive Compensation

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

MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain some flexibility to determine the appropriate pay package for executives. Although we support linking executive stock option grants to a

company’s performance, MFS also opposes shareholder proposals that mandate a link of performance-based pay to a specific metric. MFS generally supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a satisfactory policy on the matter, (ii) expressly prohibit the backdating of stock options, and (iii) prohibit the acceleration of vesting of equity awards upon a broad definition of a “change-in-control” (e.g.; single or modified single-trigger).

Advisory Votes on Executive Compensation

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

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

“Golden Parachutes”

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

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

Anti-Takeover Measures

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

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

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

Proxy Contests

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

Reincorporation and Reorganization Proposals

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

Issuance of Stock

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

Repurchase Programs

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

Cumulative Voting

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

Written Consent and Special Meetings

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

Independent Auditors

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

Other Business

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

Adjourn Shareholder Meeting

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

Environmental, Social and Governance (“ESG”) Issues

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

MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders (i.e., anti-takeover measures) or that seek to enhance shareholder rights. Many of these governance-related issues, including compensation issues, are outlined within the context of the above guidelines. In addition, MFS typically supports proposals that require an issuer to reimburse successful dissident shareholders (who are not seeking control of the company) for reasonable expenses that such dissident incurred in soliciting an alternative slate of director candidates. MFS also generally supports reasonably crafted shareholder proposals requesting increased disclosure around the company’s use of collateral in derivatives trading. MFS typically

supports proposals for an independent board chairperson. However, we may not support such proposals if we determine there to be an appropriate and effective counter-balancing leadership structure in place (e.g.; a strong, independent lead director with an appropriate level of powers and duties). For any governance-related proposal for which an explicit guideline is not provided above, MFS will consider such proposals on a case-by-case basis and will support such proposals if MFS believes that it is in the best long-term economic interest of the company’s shareholders.

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

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

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

Foreign Issuers

MFS generally supports the election of a director nominee standing for re-election in uncontested or non-contentious elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder

approval, the board or its compensation committee has re-priced underwater stock options; or (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the “poison pill” be rescinded. In such circumstances, we will vote against director nominee(s). Also, certain markets outside of the U.S. have adopted best practice guidelines relating to corporate governance matters (e.g. the United Kingdom’s and Japan Corporate Governance Codes). Many of these guidelines operate on a “comply or explain” basis. As such, MFS will evaluate any explanations by companies relating to their compliance with a particular corporate governance guideline on a case-by-case basis and may vote against the board nominees or other relevant ballot item if such explanation is not satisfactory. In some circumstances, MFS may submit a vote to abstain from certain director nominees or the relevant ballot items if we have concerns with the nominee or ballot item, but do not believe these concerns rise to the level where a vote against is warranted.

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

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

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

In accordance with local law or business practices, some foreign companies or custodians prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g. one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g. in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.

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

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

B. ADMINISTRATIVE PROCEDURES

1. MFS Proxy Voting Committee

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

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

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

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

2. Potential Conflicts of Interest

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

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

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

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

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

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

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

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

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

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

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

3. Gathering Proxies

Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the shares beneficially owned by MFS’ clients, usually to the client’s proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy materials with the issuer’s explanation of the items to be voted upon.

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

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

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

4. Analyzing Proxies

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee or its representatives considers and votes on those proxy matters. MFS also receives research and recommendations from the Proxy Administrator which it may take into account in deciding how to vote. MFS uses the research of Proxy Administrators and/or other 3^rd party vendors to identify (i) circumstances in which a board may have approved excessive executive compensation, (ii) environmental and social proposals that warrant further consideration or (iii) circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will utilize research from Glass Lewis to identify such issues. MFS analyzes such issues independently and does not necessarily vote with the ISS or Glass Lewis recommendations on these issues. MFS may also use other research tools in order to identify the circumstances described above. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

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

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

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

5. Voting Proxies

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

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

6. Securities Lending

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

7. Engagement

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

of the MFS Proxy Voting Committee in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals. For further information on requesting engagement with MFS on proxy voting issues, please visit www.mfs.com and refer to our most recent Annual Global Proxy Voting and Engagement Report for contact information.

C. RECORDS RETENTION

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

D. REPORTS

U.S. Registered MFS Funds

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

Other MFS Clients

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

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

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

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

Portfolio Manager	Primary Role	Since	Title and Five Year History
Richard Hawkins	Co-Lead Portfolio Manager	2004	Investment Officer of MFS; employed in the investment area of MFS since 1988.
William Adams	Below Investment Grade Debt Instruments Portfolio Manager	2011	Investment Officer of MFS; employed in the investment area of MFS since 2009.
Ward Brown	Emerging Markets Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; Employed in the investment area of MFS since 2005
David Cole	Below Investment Grade Debt Instruments Portfolio Manager	2006	Investment Officer of MFS; employed in the investment area of MFS since 2004.
Pilar Gomez-Bravo	Debt Instruments Portfolio Manager	2013	Investment Officer of MFS; employed in the investment area of MFS since 2013; Imperial Capital from May 2012 to March 2013; Negentropy Capital from June 2011 to April 2012; Marengo Asset Management from June 2010 to April 2011.
Joshua Marston	Structured Securities Portfolio Manager	2012	Investment Officer of MFS; Employed in the investment area of MFS since 1999
Robert Persons	Investment Grade Debt Instruments Portfolio Manager	2013	Investment Officer of MFS; employed in the investment area of MFS since 2000
Matt Ryan	Emerging Markets Debt Instruments Portfolio Manager	2004	Investment Officer of MFS; employed in the investment area of MFS since 1997.
Robert Spector	Co-Lead Portfolio Manager	2015	Investment Office of MFS; employed in the investment area of MFS since 2011; Portfolio Manager and Chief Economist of McLean Budden from March 2005 to September 2011.
Erik Weisman	Sovereign Debt Instruments Portfolio Manager	2012	Investment Officer of MFS; Employed in the investment area of MFS since 2002

Compensation

Portfolio manager compensation is reviewed annually. As of December 31, 2016, portfolio manager total cash compensation is a combination of base salary and performance bonus:

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

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

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

The quantitative portion is primarily based on the pre-tax performance of assets managed by the portfolio manager over three- and five-year periods relative to peer group universes and/or indices (“benchmarks”). As of December 31, 2016, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:

Fund	Portfolio Manager	Benchmark(s)
MFS Charter Income Trust	Richard Hawkins	Citigroup World Government Bond Non-Dollar Hedged Index JPMorgan Emerging Markets Bond Index Global Bloomberg Barclay’s U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclay’s U.S. Credit Bond Index Bloomberg Barclay’s U.S. Government/Mortgage Bond Index
	William Adams	Bloomberg Barclays U.S. High-Yield Corporate Bond Index
	Ward Brown	JPMorgan Emerging Markets Bond Index Global
	David Cole	Bloomberg Barclays U.S. High-Yield Corporate Bond Index
	Pilar Gomez-Bravo	Citigroup World Government Bond Non-Dollar Hedged Index JPMorgan Emerging Markets Bond Index Global Bloomberg Barclay’s U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclay’s U.S. Credit Bond Index Bloomberg Barclay’s U.S. Government/Mortgage Bond Index
	Joshua Marston	Bloomberg Barclays U.S. Government/Mortgage Bond Index
	Robert Persons	Bloomberg Barclays Global Aggregate Credit Bond Index
	Matt Ryan	JPMorgan Emerging Markets Bond Index Global
	Robert Spector	Citigroup World Government Bond Non-Dollar Hedged Index JPMorgan Emerging Markets Bond Index Global Bloomberg Barclay’s U.S. High-Yield Corporate Bond 2% Issuer Capped Index Bloomberg Barclay’s U.S. Credit Bond Index Bloomberg Barclay’s U.S. Government/Mortgage Bond Index
	Erik Weisman	Citigroup World Government Bond Non-Dollar Hedged Index

Additional or different benchmarks, including versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, may also be used. Consideration is primarily given to portfolio performance over three and five years with consideration given to other periods, if available. For portfolio managers who have served for more than five years, additional, longer-term performance periods, including the ten-year and since inception periods, are also considered. For portfolio managers who have served for less than three years, additional, shorter-term performance periods, including the one-year period, may also be considered. Emphasis is generally placed on longer performance periods when multiple performance periods are available.

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

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

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

Ownership of Fund Shares

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) as of the Fund’s fiscal year ended November 30, 2017. The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. $100,001 – $500,000

E. $500,001 – $1,000,000

F. Over $1,000,000

Name of Portfolio Manager	Dollar Range of Equity Securities in Fund
Richard Hawkins	N
William Adams	N
Ward Brown	N
David Cole	N
Pilar Gomez-Bravo	N
Joshua Marston	N
Robert Persons	N
Matt Ryan	N
Robert Spector	N
Erik Weisman	N

Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or subadvised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended November 30, 2017:

	Registered Investment Companies*				Other Pooled Investment Vehicles				Other Accounts
Name	Number of Accounts		Total Assets		Number of Accounts		Total Assets		Number of Accounts		Total Assets
Richard Hawkins		11	$	22.0 billion		4	$	3.4 billion		2	$	493.1 million
William Adams		12	$	9.2 billion		6	$	1.1 billion		1	$	108.4 million
Ward Brown		9	$	12.4 billion		6	$	3.7 billion		3	$	1.2 billion
David Cole		11	$	9.1 billion		4	$	1.1 billion		1	$	108.3 million
Pilar Bravo-Gomez		5	$	4.5 billion		4	$	3.2 billion		1	$	459.7 million
Joshua Marston		10	$	21.7 billion		8	$	1.2 billion		12	$	240.1 million
Robert Persons		17	$	31.2 billion		9	$	4.5 billion		4	$	690.4 million
Matt Ryan		11	$	13.0 billion		7	$	4.4 billion		3	$	1.2 billion
Robert Spector		5	$	4.5 billion		10	$	5.2 billion		50	$	2.2 billion
Erik Weisman		7	$	5.8 billion		4	$	3.3 billion		1	$	459.7 million

* Includes the Fund.

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

Potential Conflicts of Interest

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

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

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

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

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

MFS Charter Income Trust

Period	(a) Total number of  Shares Purchased		(b) Average Price Paid  per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number  (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs
12/01/16-12/31/16		362,901		8.48		362,901		4,328,768
1/01/17-1/31/17		547,100		8.62		547,100		3,781,668
2/01/17-2/28/17		126,735		8.65		126,735		3,654,933
3/01/17-3/31/17		360,923		8.57		360,923		3,294,010
4/01/17-4/30/17		191,280		8.67		191,280		3,102,730
5/01/17-5/31/17		96,087		8.69		96,087		3,006,643
6/01/16-6/30/16		600		8.65		600		3,006,043
7/01/16-7/31/16		0		N/A		0		3,006,043
8/01/16-8/31/16		111,100		8.61		111,100		2,894,943
9/1/16-9/30/16		43,000		8.65		43,000		2,851,943
10/1/16-10/31/16		24,000		8.60		24,000		4,942,142
11/1/16-11/30/16		344,986		8.52		344,986		4,597,156
Total		2,208,712		8.58		2,208,712

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2017 plan year is 4,966,142.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

During the fiscal year ended November 30, 2017, there were no fees or income related to securities lending activities of the Registrant.

ITEM 13. EXHIBITS.

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

(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Code of Ethics attached hereto.

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

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

Notice

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

SIGNATURES

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

Registrant MFS CHARTER INCOME TRUST

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

Date: January 16, 2018

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

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

Date: January 16, 2018

By (Signature and Title)*	JAMES O. YOST
	James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

Date: January 16, 2018

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