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 811-5851
MFS INTERMARKET INCOME TRUST I
(Exact name of registrant as specified in charter)
| | |
500 Boylston Street, Boston, Massachusetts | | 02116 |
(Address of principal executive offices) | | (Zip code) |
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
(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: May 31, 2007
On June 29, 2007, Massachusetts Financial Services Company (“MFS”) became the investment adviser of the Registrant, and Maria F. Dwyer and Tracy Atkinson became the chief executive officer and the chief financial officer, respectively, of the Registrant. During the semi-annual period ended May 31, 2007, Columbia Management Advisors, LLC (“Columbia”) served as investment adviser to the Registrant, during which representatives of Columbia served as chief executive officer and chief financial officer of the Registrant.
ITEM 1. REPORTS TO STOCKHOLDERS.
Letter from the MFS CEO
Dear Shareholders:
Welcome to MFS®. The shareholders of your fund approved MFS Investment Management® as the fund’s new investment advisor, effective at the close of business on June 29, 2007. In connection with the appointment of MFS, the name of your fund also changed to MFS® InterMarket Income Trust I. The enclosed semiannual report contains information for the period ended May 31, 2007. Because this is prior to the name change, the fund is referred to in the report by its old name. Also, unless otherwise noted, the report
refers to the fund’s management, investments, policies and procedures, and other characteristics as they existed prior to June 29, 2007, when MFS assumed administrative, financial reporting, compliance, and other responsibilities for the fund. Your fund’s investment objectives and principal investment strategies will remain the same; however, the fund will be managed by a new portfolio manager, James J. Calmas, who has been employed in the investment management area of MFS since 1988.
I want to thank you for trusting us to manage your money and would like to take this opportunity to introduce you to our management approach.
At MFS we have a long tradition of investment management. For more than 80 years we have applied a consistent, bottom-up, research-driven method to security selection with a top-down approach to risk management.
In 1932 MFS became one of the first investment management firms in the United States to establish its own in-house research department. Today, this department has evolved into a global research team providing on-the-ground coverage in the more than 60 countries where our portfolios invest. Our team approach extends across asset classes and contributes to our culture of collaboration, which has been crucial in supporting the free and open exchange of ideas while ensuring the highest standards of accountability.
When working with MFS, you can count on us to continue to provide securities analysis that is research driven, globally integrated, and disciplined.
We look forward to helping you reach your investing goals.
Respectfully,
Robert J. Manning
Chief Executive Officer, President, and Chief Investment Officer
MFS Investment Management
July 12, 2007
The opinions expressed in this letter are subject to change, may not be relied upon for investment advice, and no forecasts can be guaranteed.
Investment Portfolio – Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Government & Agency Obligations – 54.1%
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Foreign Government Obligations – 32.6% | | | | | | |
Aries Vermoegensverwaltungs GmbH | | 7.750% 10/25/09 | | EUR | | 250,000 | | 359,228 |
| | 7.750% 10/25/09 (a) | | | | 250,000 | | 359,228 |
| | | | |
Corp. Andina de Fomento | | 6.375% 06/18/09 | | | | 340,000 | | 470,236 |
| | | | |
European Investment Bank | | 0.508% 09/21/11 (b) | | JPY | | 105,000,000 | | 862,594 |
| | 4.600% 01/30/37 (a) | | CAD | | 600,000 | | 543,697 |
| | 5.500% 12/07/11 | | GBP | | 300,000 | | 585,901 |
| | | | |
Federal Republic of Brazil | | 6.000% 01/17/17 | | USD | | 300,000 | | 301,950 |
| | 7.375% 02/03/15 | | EUR | | 380,000 | | 584,937 |
| | 11.000% 08/17/40 | | USD | | 410,000 | | 549,400 |
| | 12.500% 01/05/22 | | BRL | | 350,000 | | 241,320 |
| | | | |
Federal Republic of Germany | | 4.250% 07/04/14 | | EUR | | 970,000 | | 1,291,948 |
| | 5.000% 07/04/12 | | | | 375,000 | | 517,660 |
| | 6.000% 06/20/16 | | | | 700,000 | | 1,051,482 |
| | | | |
Government of Canada | | 4.500% 06/01/15 | | CAD | | 755,000 | | 706,478 |
| | 10.000% 06/01/08 | | | | 1,400,000 | | 1,377,474 |
| | | | |
Government of New Zealand | | 7.000% 07/15/09 | | NZD | | 270,000 | | 198,126 |
| | | | |
Inter-American Development Bank | | 7.250% 05/24/12 | | | | 400,000 | | 290,580 |
| | | | |
Kingdom of Norway | | 5.500% 05/15/09 | | NOK | | 7,180,000 | | 1,199,794 |
| | 6.000% 05/16/11 | | | | 4,590,000 | | 785,443 |
| | | | |
Kingdom of Spain | | 5.500% 07/30/17 | | EUR | | 820,000 | | 1,194,266 |
| | | | |
Kingdom of Sweden | | 5.000% 01/28/09 | | SEK | | 9,065,000 | | 1,329,736 |
| | 6.750% 05/05/14 | | | | 6,210,000 | | 1,026,982 |
| | | | |
Kreditanstalt fuer Wiederaufbau | | 0.456% 08/08/11 (b) | | JPY | | 70,000,000 | | 575,295 |
| | | | |
New South Wales Treasury Corp. | | 8.000% 03/01/08 | | AUD | | 1,135,000 | | 950,783 |
| | | | |
Philippine Government International Bond | | 6.375% 01/15/32 | | USD | | 715,000 | | 698,019 |
| | | | |
Province of Ontario | | 4.400% 03/08/16 | | CAD | | 570,000 | | 521,143 |
| | | | |
Province of Quebec | | 6.000% 10/01/12 | | | | 380,000 | | 376,461 |
| | | | |
Republic of Bulgaria | | 8.250% 01/15/15 | | USD | | 645,000 | | 753,424 |
| | | | |
Republic of Colombia | | 8.125% 05/21/24 | | | | 280,000 | | 335,720 |
| | 9.750% 04/09/11 | | | | 286,239 | | 310,140 |
| | 11.375% 01/31/08 | | EUR | | 245,000 | | 343,176 |
| | | | |
Republic of France | | 4.000% 04/25/14 | | | | 830,000 | | 1,089,098 |
| | 4.750% 10/25/12 | | | | 800,000 | | 1,092,564 |
| | | | |
Republic of Panama | | 6.700% 01/26/36 | | USD | | 100,000 | | 105,000 |
| | 8.875% 09/30/27 | | | | 560,000 | | 725,200 |
See Accompanying Notes to Financial Statements.
1
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Government & Agency Obligations (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Foreign Government Obligations (continued) | | | | | | |
Republic of Peru | | 7.500% 10/14/14 | | EUR | | 210,000 | | 323,876 |
| | 9.875% 02/06/15 | | USD | | 100,000 | | 126,600 |
| | | | |
Republic of Poland | | 5.750% 03/24/10 | | PLN | | 1,850,000 | | 667,020 |
| | | | |
Republic of South Africa | | 6.500% 06/02/14 | | USD | | 460,000 | | 483,575 |
| | 13.000% 08/31/10 | | ZAR | | 2,730,000 | | 432,283 |
| | | | |
Republic of Venezuela | | 6.000% 12/09/20 | | USD | | 300,000 | | 264,750 |
| | 7.000% 03/16/15 | | EUR | | 200,000 | | 270,991 |
| | | | |
Russian Federation | | 7.500% 03/31/30 | | USD | | 522,375 | | 585,844 |
| | 11.000% 07/24/18 | | | | 500,000 | | 710,950 |
| | 12.750% 06/24/28 | | | | 595,000 | | 1,076,807 |
| | | | |
Treasury Corp. of Victoria | | 6.250% 10/15/12 | | AUD | | 780,000 | | 641,226 |
| | | | |
United Kingdom Treasury | | 5.750% 12/07/09 | | GBP | | 165,000 | | 326,962 |
| | 8.000% 06/07/21 | | | | 190,000 | | 483,009 |
| | 9.000% 07/12/11 | | | | 415,000 | | 923,015 |
| | | | |
United Mexican States | | 8.125% 12/30/19 | | USD | | 100,000 | | 122,000 |
| | 8.375% 01/14/11 | | | | 875,000 | | 962,500 |
| | 11.375% 09/15/16 | | | | 625,000 | | 887,500 |
| | | | | | | | |
Foreign Government Obligations Total | | | | | | 32,993,391 |
| | | | | | | | |
U.S. Government Agency – 0.9% | | | | | | |
Federal Farm Credit Bank | | 5.000% 08/25/10 | | | | 900,000 | | 891,416 |
| | | | | | | | |
U.S. Government Agency Total | | | | | | | | 891,416 |
| | | | | | | | |
U.S. Government Obligations – 20.6% | | | | | | |
U.S. Treasury Bonds | | 7.500% 11/15/24 | | | | 865,000 | | 1,102,469 |
| | 8.875% 02/15/19 | | | | 1,817,000 | | 2,432,651 |
| | 10.375% 11/15/12 | | | | 1,520,000 | | 1,555,031 |
| | 10.625% 08/15/15 | | | | 2,780,000 | | 3,847,042 |
| | 12.500% 08/15/14 | | | | 5,309,000 | | 6,140,188 |
| | | | |
U.S. Treasury Notes | | 5.000% 02/15/11 | | | | 1,845,000 | | 1,856,387 |
| | 5.125% 06/30/08 | | | | 1,800,000 | | 1,801,265 |
| | 5.125% 05/15/16 | | | | 2,100,000 | | 2,132,649 |
| | | | | | | | |
U.S. Government Obligations Total | | | | | | | | 20,867,682 |
| | Total Government & Agency Obligations (Cost of $55,562,595) | | 54,752,489 |
| | | | | | | | |
See Accompanying Notes to Financial Statements.
2
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes – 37.5%
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Basic Materials – 3.6% | | | | | | | | |
Chemicals – 1.5% | | | | | | | | |
Agricultural Chemicals – 0.2% | | | | | | | | |
Mosaic Co. | | 7.625% 12/01/16 (a) | | | | 170,000 | | 180,625 |
| | | | | | | | |
| | | | | | | | 180,625 |
| | | | |
Chemicals-Diversified – 1.0% | | | | | | | | |
EquiStar Chemicals LP | | 10.625% 05/01/11 | | | | 120,000 | | 126,600 |
| | | | |
Huntsman International LLC | | 6.875% 11/15/13 (a) | | EUR | | 75,000 | | 103,439 |
| | 7.875% 11/15/14 (a) | | USD | | 105,000 | | 110,381 |
| | | | |
Ineos Group Holdings PLC | | 8.500% 02/15/16 (a) | | | | 105,000 | | 105,656 |
| | | | |
Lyondell Chemical Co. | | 6.875% 06/15/17 | | | | 110,000 | | 110,138 |
| | 8.000% 09/15/14 | | | | 95,000 | | 100,463 |
| | 8.250% 09/15/16 | | | | 135,000 | | 146,137 |
| | | | |
NOVA Chemicals Corp. | | 6.500% 01/15/12 | | | | 155,000 | | 150,350 |
| | | | | | | | |
| | | | | | | | 953,164 |
| | | | |
Chemicals-Specialty – 0.3% | | | | | | | | |
Chemtura Corp. | | 6.875% 06/01/16 | | | | 135,000 | | 133,144 |
MacDermid, Inc. | | 9.500% 04/15/17 (a) | | | | 90,000 | | 94,950 |
Rhodia SA | | 8.875% 06/01/11 | | | | 100,000 | | 104,438 |
| | | | | | | | |
| | | | | | | | 332,532 |
| | | | |
| | Chemicals Total | | | | | | 1,466,321 |
| | | | |
Forest Products & Paper – 0.9% | | | | | | | | |
Paper & Related Products – 0.9% | | | | | | | | |
| | | | |
Abitibi-Consolidated, Inc. | | 8.375% 04/01/15 | | | | 135,000 | | 120,150 |
| | | | |
Boise Cascade LLC | | 7.125% 10/15/14 | | | | 80,000 | | 80,000 |
| | | | |
Domtar, Inc. | | 7.125% 08/15/15 | | | | 125,000 | | 125,781 |
| | | | |
Georgia-Pacific Corp. | | 8.000% 01/15/24 | | | | 145,000 | | 146,087 |
| | | | |
Neenah Paper, Inc. | | 7.375% 11/15/14 | | | | 60,000 | | 59,100 |
| | | | |
NewPage Corp. | | 10.000% 05/01/12 | | | | 70,000 | | 77,263 |
| | 12.000% 05/01/13 | | | | 70,000 | | 77,700 |
| | | | |
Norske Skog | | 7.375% 03/01/14 | | | | 125,000 | | 117,969 |
| | 8.625% 06/15/11 | | | | 60,000 | | 60,150 |
| | | | | | | | |
| | | | | | | | 864,200 |
| | | | |
| | Forest Products & Paper Total | | | | | | 864,200 |
| | | | |
Iron/Steel – 0.0% | | | | | | | | |
Steel-Specialty – 0.0% | | | | | | | | |
UCAR Finance, Inc. | | 10.250% 02/15/12 | | | | 46,000 | | 48,530 |
| | | | | | | | |
| | | | | | | | 48,530 |
| | | | |
| | Iron/Steel Total | | | | | | 48,530 |
See Accompanying Notes to Financial Statements.
3
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Basic Materials (continued) | | | | | | | | |
Metals & Mining – 1.2% | | | | | | | | |
Diversified Minerals – 0.3% | | | | | | | | |
FMG Finance Ltd. | | 10.625% 09/01/16 (a) | | | | 220,000 | | 264,275 |
| | | | | | | | |
| | | | | | | | 264,275 |
| | | | |
Metal-Diversified – 0.3% | | | | | | | | |
Freeport-McMoRan Copper & Gold, Inc. | | 8.375% 04/01/17 | | | | 280,000 | | 305,900 |
| | | | | | | | |
| | | | | | | | 305,900 |
| | | | |
Mining Services – 0.1% | | | | | | | | |
Noranda Aluminium Acquisition Corp. | | PIK, | | | | | | |
| | 9.360% 05/15/15 (a)(b) | | | | 145,000 | | 146,450 |
| | | | | | | | |
| | | | | | | | 146,450 |
| | | | |
Non-Ferrous Metals – 0.5% | | | | | | | | |
Codelco, Inc. | | 5.500% 10/15/13 | | | | 500,000 | | 496,816 |
| | | | | | | | |
| | | | | | | | 496,816 |
| | | | |
| | Metals & Mining Total | | | | | | 1,213,441 |
| | | | | | | | |
Basic Materials Total | | | | | | | | 3,592,492 |
| | | | | | | | |
Communications – 7.5% | | | | | | | | |
Media – 3.2% | | | | | | | | |
Broadcast Services/Programs – 0.2% | | | | | | |
Clear Channel Communications, Inc. | | 4.900% 05/15/15 | | | | 95,000 | | 78,699 |
| | 5.500% 12/15/16 | | | | 170,000 | | 143,115 |
| | | | | | | | |
| | | | | | | | 221,814 |
| | | | |
Cable TV – 1.4% | | | | | | | | |
Atlantic Broadband Finance LLC | | 9.375% 01/15/14 | | | | 125,000 | | 128,906 |
| | | | |
Cablevision Systems Corp. | | 8.000% 04/15/12 | | | | 110,000 | | 111,650 |
| | | | |
Charter Communications Holdings I LLC | | 9.920% 04/01/14 | | | | 265,000 | | 253,737 |
| | 11.000% 10/01/15 | | | | 105,000 | | 114,188 |
| | | | |
CSC Holdings, Inc. | | 7.625% 04/01/11 | | | | 220,000 | | 225,500 |
| | | | |
DirecTV Holdings LLC | | 6.375% 06/15/15 | | | | 155,000 | | 150,350 |
| | | | |
EchoStar DBS Corp. | | 6.625% 10/01/14 | | | | 215,000 | | 215,000 |
| | | | |
Insight Midwest LP | | 9.750% 10/01/09 | | | | 57,000 | | 57,713 |
| | | | |
Telenet Group Holding NV | | (c) 06/15/14 (11.500% 12/15/08) (a) | | | | 147,000 | | 140,017 |
| | | | | | | | |
| | | | | | | | 1,397,061 |
| | | | |
Multimedia – 0.3% | | | | | | | | |
Lamar Media Corp. | | 6.625% 08/15/15 | | | | 135,000 | | 134,325 |
| | | | |
Quebecor Media, Inc. | | 7.750% 03/15/16 | | | | 140,000 | | 147,000 |
| | | | | | | | |
| | | | | | | | 281,325 |
See Accompanying Notes to Financial Statements.
4
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Communications (continued) | | | | | | | | |
Media (continued) | | | | | | | | |
Publishing-Periodicals – 0.9% | | | | | | | | |
Dex Media West LLC | | 9.875% 08/15/13 | | | | 247,000 | | 268,304 |
| | | | |
Dex Media, Inc. | | (c) 11/15/13 (9.000% 11/15/08) | | | | 105,000 | | 98,700 |
| | | | |
Idearc, Inc. | | 8.000% 11/15/16 (a) | | | | 135,000 | | 139,894 |
| | | | |
PriMedia, Inc. | | 8.000% 05/15/13 | | | | 185,000 | | 195,637 |
| | | | |
R.H. Donnelley Corp. | | 8.875% 01/15/16 | | | | 105,000 | | 113,138 |
| | | | |
Reader’s Digest Association, Inc. | | 9.000% 02/15/17 (a) | | | | 125,000 | | 123,281 |
| | | | | | | | |
| | | | | | | | 938,954 |
| | | | |
Radio – 0.2% | | | | | | | | |
CMP Susquehanna Corp. | | 9.875% 05/15/14 (a) | | | | 130,000 | | 132,600 |
| | | | | | | | |
| | | | | | | | 132,600 |
| | | | |
Television – 0.2% | | | | | | | | |
Univision Communications, Inc. | | PIK, | | | | | | |
| | 9.750% 03/15/15 (a) | | | | 220,000 | | 227,700 |
| | | | | | | | |
| | | | | | | | 227,700 |
| | | | |
| | Media Total | | | | | | 3,199,454 |
| | | | |
Telecommunication Services – 4.3% | | | | | | | | |
Cellular Telecommunications – 1.9% | | | | | | |
Cricket Communications, Inc. | | 9.375% 11/01/14 | | | | 215,000 | | 227,900 |
| | | | |
Digicel Group Ltd. | | PIK, | | | | | | |
| | 9.125% 01/15/15 (a) | | | | 220,000 | | 210,249 |
| | | | |
Dobson Cellular Systems, Inc. | | 8.375% 11/01/11 | | | | 160,000 | | 170,400 |
| | 9.875% 11/01/12 | | | | 170,000 | | 185,725 |
| | | | |
MetroPCS Wireless, Inc. | | 9.250% 11/01/14 (a) | | | | 200,000 | | 212,000 |
| | | | |
Rogers Wireless, Inc. | | 8.000% 12/15/12 | | | | 70,000 | | 73,950 |
| | 9.750% 06/01/16 | | | | 155,000 | | 202,620 |
| | | | |
Rural Cellular Corp. | | 8.360% 06/01/13 (a)(b) | | | | 110,000 | | 110,275 |
| | 9.750% 01/15/10 | | | | 30,000 | | 30,975 |
| | 11.106% 11/01/12 (b) | | | | 115,000 | | 119,169 |
| | | | |
US Unwired, Inc. | | 10.000% 06/15/12 | | | | 165,000 | | 178,731 |
| | | | |
Wind Acquisition Financial SA | | PIK, | | | | | | |
| | 12.609% 12/21/11 | | | | 201,147 | | 203,063 |
| | | | | | | | |
| | | | | | | | 1,925,057 |
| | | |
Satellite Telecommunications – 0.6% | | | | | | |
Inmarsat Finance II PLC | | (c) 11/15/12 (10.375% 11/15/08) | | | | 190,000 | | 182,400 |
| | | | |
Intelsat Bermuda, Ltd. | | 11.250% 06/15/16 | | | | 180,000 | | 205,650 |
See Accompanying Notes to Financial Statements.
5
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Communications (continued) | | | | | | | | |
Telecommunication Services (continued) | | | | | | | | |
Satellite Telecommunications (continued) | | | | | | |
Intelsat Intermediate Holdings Co., Ltd. | | (c) 02/01/15 (9.250% 02/01/10) | | | | 110,000 | | 92,400 |
| | | | |
PanAmSat Corp. | | 9.000% 08/15/14 | | | | 92,000 | | 99,360 |
| | | | | | | | |
| | | | | | | | 579,810 |
| | | |
Telecommunication Equipment – 0.2% | | | | | | |
Lucent Technologies, Inc. | | 6.450% 03/15/29 | | | | 180,000 | | 166,725 |
| | | | | | | | |
| | | | | | | | 166,725 |
| | | | |
Telecommunication Services – 0.6% | | | | | | | | |
Embarq Corp. | | 7.082% 06/01/16 | | | | 60,000 | | 61,115 |
| | 7.995% 06/01/36 | | | | 55,000 | | 57,363 |
| | | | |
Nordic Telephone Co. Holdings ApS | | 8.250% 05/01/16 (a) | | EUR | | 85,000 | | 125,237 |
| | | | |
Syniverse Technologies, Inc. | | 7.750% 08/15/13 | | USD | | 105,000 | | 101,850 |
| | | | |
Time Warner Telecom Holdings, Inc. | | 9.250% 02/15/14 | | | | 140,000 | | 150,325 |
| | | | |
West Corp. | | 11.000% 10/15/16 | | | | 145,000 | | 156,963 |
| | | | | | | | |
| | | | | | | | 652,853 |
| | | | |
Telephone-Integrated – 1.0% | | | | | | | | |
Cincinnati Bell, Inc. | | 7.000% 02/15/15 | | | | 135,000 | | 135,000 |
| | | | |
Citizens Communications Co. | | 7.875% 01/15/27 | | | | 110,000 | | 113,025 |
| | | | |
Qwest Communications International, Inc. | | 7.500% 02/15/14 | | | | 100,000 | | 103,250 |
| | | | |
Qwest Corp. | | 7.500% 10/01/14 | | | | 95,000 | | 99,988 |
| | 7.500% 06/15/23 | | | | 195,000 | | 198,412 |
| | 8.875% 03/15/12 | | | | 160,000 | | 175,600 |
| | | | |
Windstream Corp. | | 8.625% 08/01/16 | | | | 170,000 | | 185,725 |
| | | | | | | | |
| | | | | | | | 1,011,000 |
| | | | |
| | Telecommunication Services Total | | | | | | 4,335,445 |
| | | | | | | | |
Communications Total | | | | | | | | 7,534,899 |
| | | | | | | | |
Consumer Cyclical – 6.8% | | | | | | | | |
Apparel – 0.6% | | | | | | | | |
Apparel Manufacturers – 0.6% | | | | | | | | |
Broder Brothers Co. | | 11.250% 10/15/10 | | | | 85,000 | | 84,787 |
| | | | |
Hanesbrands, Inc. | | 8.735% 12/15/14 (a)(b) | | | | 75,000 | | 77,813 |
| | | | |
Levi Strauss & Co. | | 9.750% 01/15/15 | | | | 215,000 | | 233,544 |
See Accompanying Notes to Financial Statements.
6
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Cyclical (continued) | | | | | | | | |
Apparel (continued) | | | | | | | | |
Apparel Manufacturers (continued) | | | | | | | | |
Phillips-Van Heusen Corp. | | 7.250% 02/15/11 | | | | 100,000 | | 102,375 |
| | 8.125% 05/01/13 | | | | 75,000 | | 78,937 |
| | | | | | | | |
| | | | | | | | 577,456 |
| | | | |
| | Apparel Total | | | | | | 577,456 |
| | | | |
Auto Manufacturers – 0.4% | | | | | | | | |
Auto-Cars/Light Trucks – 0.4% | | | | | | | | |
Ford Motor Co. | | 7.450% 07/16/31 | | | | 175,000 | | 143,938 |
| | | | |
General Motors Corp. | | 8.375% 07/15/33 | | | | 280,000 | | 260,400 |
| | | | | | | | |
| | | | | | | | 404,338 |
| | | | |
| | Auto Manufacturers Total | | | | | | 404,338 |
| | | | |
Auto Parts & Equipment – 0.7% | | | | | | | | |
Auto/Truck Parts & Equipment-Original – 0.4% | | | | | | |
ArvinMeritor, Inc. | | 8.125% 09/15/15 | | | | 95,000 | | 94,406 |
| | | | |
Hayes Lemmerz Finance Luxembourg SA | | 8.250% 06/15/15 (a)(d) | | EUR | | 110,000 | | 148,011 |
| | | | |
TRW Automotive, Inc. | | 7.000% 03/15/14 (a) | | USD | | 145,000 | | 145,181 |
| | | | | | | | |
| | | | | | | | 387,598 |
Auto/Truck Parts & Equipment-Replacement – 0.1% | | | | | | |
Commercial Vehicle Group, Inc. | | 8.000% 07/01/13 | | | | 115,000 | | 115,000 |
| | | | | | | | |
| | | | | | | | 115,000 |
Rubber-Tires – 0.2% | | | | | | | | |
Goodyear Tire & Rubber Co. | | 8.625% 12/01/11 (a) | | | | 55,000 | | 59,400 |
| | 9.000% 07/01/15 | | | | 135,000 | | 147,825 |
| | | | | | | | |
| | | | | | | | 207,225 |
| | | | |
| | Auto Parts & Equipment Total | | | | | | 709,823 |
| | | | |
Distribution/Wholesale – 0.1% | | | | | | | | |
Distribution/Wholesale – 0.1% | | | | | | | | |
Buhrmann US, Inc. | | 7.875% 03/01/15 | | | | 85,000 | | 84,575 |
| | | | | | | | |
| | | | | | | | 84,575 |
| | | | |
| | Distribution/Wholesale Total | | | | | | 84,575 |
| | | | |
Entertainment – 0.6% | | | | | | | | |
Gambling (Non-Hotel) – 0.1% | | | | | | | | |
Global Cash Access LLC | | 8.750% 03/15/12 | | | | 131,000 | | 137,223 |
| | | | | | | | |
| | | | | | | | 137,223 |
| | | | |
Music – 0.4% | | | | | | | | |
Steinway Musical Instruments, Inc. | | 7.000% 03/01/14 (a) | | | | 130,000 | | 129,025 |
| | | | |
WMG Acquisition Corp. | | 7.375% 04/15/14 | | | | 125,000 | | 121,406 |
| | | | |
WMG Holdings Corp. | | (c) 12/15/14 (9.500% 12/15/09) | | | | 135,000 | | 105,300 |
| | | | | | | | |
| | | | | | | | 355,731 |
See Accompanying Notes to Financial Statements.
7
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Cyclical (continued) | | | | | | | | |
Entertainment (continued) | | | | | | | | |
Resorts/Theme Parks – 0.1% | | | | | | | | |
Six Flags, Inc. | | 9.625% 06/01/14 | | | | 155,000 | | 149,187 |
| | | | | | | | |
| | | | | | | | 149,187 |
| | | | |
| | Entertainment Total | | | | | | 642,141 |
| | | | |
Home Builders – 0.2% | | | | | | | | |
Building-Residential/Commercial – 0.2% | | | | | | | | |
K. Hovnanian Enterprises, Inc. | | 6.375% 12/15/14 | | | | 125,000 | | 116,094 |
| | 8.875% 04/01/12 | | | | 25,000 | | 24,844 |
| | | | |
KB Home | | 5.875% 01/15/15 | | | | 110,000 | | 102,300 |
| | | | | | | | |
| | | | | | | | 243,238 |
| | | | |
| | Home Builders Total | | | | | | 243,238 |
| | | | |
Home Furnishings – 0.1% | | | | | | | | |
Home Furnishings – 0.1% | | | | | | | | |
Sealy Mattress Co. | | 8.250% 06/15/14 | | | | 105,000 | | 109,725 |
| | | | | | | | |
| | | | | | | | 109,725 |
| | | | |
| | Home Furnishings Total | | | | | | 109,725 |
| | | | |
Housewares – 0.1% | | | | | | | | |
Housewares – 0.1% | | | | | | | | |
Vitro SA de CV | | 9.125% 02/01/17 (a) | | | | 75,000 | | 78,656 |
| | | | | | | | |
| | | | | | | | 78,656 |
| | | | |
| | Housewares Total | | | | | | 78,656 |
| | | | |
Leisure Time – 0.4% | | | | | | | | |
Cruise Lines – 0.2% | | | | | | | | |
Royal Caribbean Cruises Ltd. | | 7.000% 06/15/13 | | | | 185,000 | | 189,096 |
| | | | | | | | |
| | | | | | | | 189,096 |
| | | | |
Leisure & Recreational Products – 0.1% | | | | | | | | |
K2, Inc. | | 7.375% 07/01/14 | | | | 115,000 | | 120,606 |
| | | | | | | | |
| | | | | | | | 120,606 |
| | | | |
Recreational Centers – 0.1% | | | | | | | | |
Town Sports International, Inc. | | (c) 02/01/14 (11.000% 02/01/09) | | | | 110,000 | | 100,650 |
| | | | | | | | |
| | | | | | | | 100,650 |
| | | | |
| | Leisure Time Total | | | | | | 410,352 |
| | | | |
Lodging – 2.4% | | | | | | | | |
Casino Hotels – 2.4% | | | | | | | | |
Buffalo Thunder Development Authority | | 9.375% 12/15/14 (a) | | | | 75,000 | | 77,156 |
| | | | |
Chukchansi Economic Development Authority | | 8.859% 11/15/12 (a)(b) | | | | 95,000 | | 97,137 |
| | | | |
Circus & Eldorado/Silver Legacy Capital Corp. | | 10.125% 03/01/12 | | | | 115,000 | | 120,750 |
See Accompanying Notes to Financial Statements.
8
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Cyclical (continued) | | | | | | | | |
Lodging (continued) | | | | | | | | |
Casino Hotels (continued) | | | | | | | | |
Galaxy Entertainment Finance Co., Ltd. | | 9.875% 12/15/12 (a) | | | | 215,000 | | 233,812 |
| | | | |
Greektown Holdings LLC | | 10.750% 12/01/13 (a) | | | | 125,000 | | 135,000 |
| | | | |
Harrah’s Operating Co., Inc. | | 5.625% 06/01/15 | | | | 200,000 | | 170,000 |
| | | | |
Jacobs Entertainment, Inc. | | 9.750% 06/15/14 | | | | 125,000 | | 130,312 |
| | | | |
Las Vegas Sands Corp. | | 6.375% 02/15/15 | | | | 240,000 | | 234,600 |
| | | | |
MGM Mirage | | 7.500% 06/01/16 | | | | 180,000 | | 177,300 |
| | | | |
Mohegan Tribal Gaming Authority | | 6.875% 02/15/15 | | | | 90,000 | | 90,000 |
| | | | |
Pinnacle Entertainment, Inc. | | 8.250% 03/15/12 | | | | 175,000 | | 182,219 |
| | | | |
Pokagon Gaming Authority | | 10.375% 06/15/14 (a) | | | | 75,000 | | 84,375 |
| | | | |
Seminole Hard Rock Entertainment, Inc. | | 7.848% 03/15/14 (a)(b) | | | | 110,000 | | 112,750 |
| | | | |
Snoqualmie Entertainment Authority | | 9.125% 02/01/15 (a) | | | | 25,000 | | 26,063 |
| | 9.150% 02/01/14 (a)(b) | | | | 25,000 | | 25,563 |
| | | | |
Station Casinos, Inc. | | 6.625% 03/15/18 | | | | 290,000 | | 261,000 |
| | | | |
Wimar Opco LLC | | 9.625% 12/15/14 (a) | | | | 135,000 | | 136,350 |
| | | | |
Wynn Las Vegas LLC | | 6.625% 12/01/14 | | | | 160,000 | | 160,600 |
| | | | | | | | |
| | | | | | | | 2,454,987 |
| | | | |
| | Lodging Total | | | | | | 2,454,987 |
| | | | |
Retail – 1.1% | | | | | | | | |
Retail-Arts & Crafts – 0.1% | | | | | | | | |
Michaels Stores, Inc. | | 11.375% 11/01/16 (a) | | | | 105,000 | | 116,025 |
| | | | | | | | |
| | | | | | | | 116,025 |
| | | | |
Retail-Automobiles – 0.4% | | | | | | | | |
Asbury Automotive Group, Inc. | | 7.625% 03/15/17 (a) | | | | 45,000 | | 45,000 |
| | 8.000% 03/15/14 | | | | 140,000 | | 143,150 |
| | | | |
AutoNation, Inc. | | 7.000% 04/15/14 | | | | 50,000 | | 50,500 |
| | 7.356% 04/15/13 (b) | | | | 30,000 | | 30,300 |
| | | | |
United Auto Group, Inc. | | 7.750% 12/15/16 (a) | | | | 125,000 | | 126,250 |
| | | | | | | | |
| | | | | | | | 395,200 |
| | | | |
Retail-Drug Stores – 0.2% | | | | | | | | |
Rite Aid Corp. | | 9.375% 12/15/15 (a)(d) | | | | 180,000 | | 177,372 |
| | | | | | | | |
| | | | | | | | 177,372 |
| | | | |
Retail-Propane Distributors – 0.1% | | | | | | | | |
AmeriGas Partners LP | | 7.125% 05/20/16 | | | | 110,000 | | 111,375 |
| | | | | | | | |
| | | | | | | | 111,375 |
See Accompanying Notes to Financial Statements.
9
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Cyclical (continued) | | | | | | | | |
Retail (continued) | | | | | | | | |
Retail-Restaurants – 0.3% | | | | | | | | |
Buffets, Inc. | | 12.500% 11/01/14 | | | | 105,000 | | 107,100 |
| | | | |
Dave & Buster’s, Inc. | | 11.250% 03/15/14 | | | | 70,000 | | 73,150 |
| | | | |
Landry’s Restaurants, Inc. | | 7.500% 12/15/14 | | | | 120,000 | | 119,400 |
| | | | | | | | |
| | | | | | | | 299,650 |
| | | | |
| | Retail Total | | | | | | 1,099,622 |
| | | | |
Textiles – 0.1% | | | | | | | | |
Textile-Products – 0.1% | | | | | | | | |
INVISTA | | 9.250% 05/01/12 (a) | | | | 100,000 | | 106,500 |
| | | | | | | | |
| | | | | | | | 106,500 |
| | | | |
| | Textiles Total | | | | | | 106,500 |
| | | | | | | | |
Consumer Cyclical Total | | | | | | | | 6,921,413 |
| | | | | | | | |
Consumer Non-Cyclical – 4.8% | | | | | | | | |
Agriculture – 0.2% | | | | | | | | |
Tobacco – 0.2% | | | | | | | | |
Alliance One International, Inc. | | 8.500% 05/15/12 (a) | | | | 95,000 | | 97,850 |
| | | | |
Reynolds American, Inc. | | 7.625% 06/01/16 | | | | 130,000 | | 140,831 |
| | | | | | | | |
| | | | | | | | 238,681 |
| | | | |
| | Agriculture Total | | | | | | 238,681 |
| | | | |
Beverages – 0.2% | | | | | | | | |
Beverages-Non-Alcoholic – 0.1% | | | | | | | | |
Cott Beverages, Inc. | | 8.000% 12/15/11 | | | | 95,000 | | 97,494 |
| | | | | | | | |
| | | | | | | | 97,494 |
| | | | |
Beverages-Wine/Spirits – 0.1% | | | | | | | | |
Constellation Brands, Inc. | | 8.125% 01/15/12 | | | | 95,000 | | 98,087 |
| | | | | | | | |
| | | | | | | | 98,087 |
| | | | |
| | Beverages Total | | | | | | 195,581 |
| | | | |
Biotechnology – 0.1% | | | | | | | | |
Medical-Biomedical/Gene – 0.1% | | | | | | | | |
Bio-Rad Laboratories, Inc. | | 7.500% 08/15/13 | | | | 140,000 | | 142,800 |
| | | | | | | | |
| | | | | | | | 142,800 |
| | | | |
| | Biotechnology Total | | | | | | 142,800 |
| | | | |
Commercial Services – 1.5% | | | | | | | | |
Commercial Services – 0.1% | | | | | | | | |
Iron Mountain, Inc. | | 7.750% 01/15/15 | | | | 120,000 | | 123,600 |
| | | | | | | | |
| | | | | | | | 123,600 |
| | | |
Commercial Services-Finance – 0.1% | | | | | | |
ACE Cash Express, Inc. | | 10.250% 10/01/14 (a) | | | | 85,000 | | 86,912 |
| | | | | | | | |
| | | | | | | | 86,912 |
See Accompanying Notes to Financial Statements.
10
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Non-Cyclical (continued) | | | | | | | | |
Commercial Services (continued) | | | | | | | | |
Funeral Services & Related Items – 0.1% | | | | | | |
Service Corp. International | | 6.750% 04/01/16 | | | | 65,000 | | 63,944 |
| | 7.375% 10/01/14 | | | | 20,000 | | 20,725 |
| | | | | | | | |
| | | | | | | | 84,669 |
| | | | |
Printing-Commercial – 0.3% | | | | | | | | |
Quebecor World Capital Corp. | | 8.750% 03/15/16 (a) | | | | 190,000 | | 196,175 |
| | | | |
Quebecor World, Inc. | | 9.750% 01/15/15 (a) | | | | 75,000 | | 79,500 |
| | | | | | | | |
| | | | | | | | 275,675 |
| | | | |
Private Corrections – 0.3% | | | | | | | | |
Corrections Corp. of America | | 6.250% 03/15/13 | | | | 125,000 | | 123,594 |
| | | | |
GEO Group, Inc. | | 8.250% 07/15/13 | | | | 165,000 | | 172,425 |
| | | | | | | | |
| | | | | | | | 296,019 |
| | | | |
Rental Auto/Equipment – 0.6% | | | | | | | | |
Ashtead Capital, Inc. | | 9.000% 08/15/16 (a) | | | | 35,000 | | 37,888 |
| | | | |
Ashtead Holdings PLC | | 8.625% 08/01/15 (a) | | | | 145,000 | | 152,975 |
| | | | |
Hertz Corp. | | 8.875% 01/01/14 | | | | 120,000 | | 129,150 |
| | | | |
Rental Services Corp. | | 9.500% 12/01/14 (a) | | | | 155,000 | | 166,625 |
| | | | |
United Rentals North America, Inc. | | 6.500% 02/15/12 | | | | 115,000 | | 115,862 |
| | 7.750% 11/15/13 | | | | 75,000 | | 77,812 |
| | | | | | | | |
| | | | | | | | 680,312 |
| | | | |
| | Commercial Services Total | | | | | | 1,547,187 |
| | | | |
Cosmetics/Personal Care – 0.3% | | | | | | | | |
Cosmetics & Toiletries – 0.3% | | | | | | | | |
DEL Laboratories, Inc. | | 8.000% 02/01/12 | | | | 110,000 | | 107,250 |
| | | | |
Elizabeth Arden, Inc. | | 7.750% 01/15/14 | | | | 145,000 | | 148,988 |
| | | | | | | | |
| | | | | | | | 256,238 |
| | | | |
| | Cosmetics/Personal Care Total | | | | | | 256,238 |
| | | | |
Food – 0.3% | | | | | | | | |
Food-Dairy Products – 0.1% | | | | | | | | |
Dean Foods Co. | | 7.000% 06/01/16 | | | | 115,000 | | 114,712 |
| | | | | | | | |
| | | | | | | | 114,712 |
| | | | |
Food-Miscellaneous/Diversified – 0.2% | | | | | | | | |
Dole Food Co., Inc. | | 8.625% 05/01/09 | | | | 111,000 | | 113,220 |
| | | | |
Reddy Ice Holdings, Inc. | | (c) 11/01/12 | | | | | | |
| | (10.500% 11/01/08) | | | | 120,000 | | 112,500 |
| | | | | | | | |
| | | | | | | | 225,720 |
| | | | |
| | Food Total | | | | | | 340,432 |
See Accompanying Notes to Financial Statements.
11
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Non-Cyclical (continued) | | | | | | | | |
Healthcare Products – 0.1% | | | | | | | | |
Optical Supplies – 0.1% | | | | | | | | |
Advanced Medical Optics, Inc. | | 7.500% 05/01/17 (a) | | | | 55,000 | | 54,244 |
| | | | | | | | |
| | | | | | | | 54,244 |
| | | | |
| | Healthcare Products Total | | | | | | 54,244 |
| | | | |
Healthcare Services – 0.9% | | | | | | | | |
Dialysis Centers – 0.1% | | | | | | | | |
DaVita, Inc. | | 7.250% 03/15/15 | | | | 145,000 | | 148,625 |
| | | | | | | | |
| | | | | | | | 148,625 |
| | | | |
Medical-Hospitals – 0.6% | | | | | | | | |
HCA, Inc. | | 9.250% 11/15/16 (a) | | | | 145,000 | | 158,956 |
| | PIK, | | | | | | |
| | 9.625% 11/15/16 (a) | | | | 165,000 | | 181,913 |
| | | | |
Tenet Healthcare Corp. | | 9.875% 07/01/14 | | | | 215,000 | | 220,375 |
| | | | | | | | |
| | | | | | | | 561,244 |
| | | | |
MRI/Medical Diagnostic Imaging – 0.1% | | | | | | | | |
MedQuest, Inc. | | 11.875% 08/15/12 | | | | 95,000 | | 76,237 |
| | | | | | | | |
| | | | | | | | 76,237 |
| | | | |
Physician Practice Management – 0.1% | | | | | | | | |
US Oncology Holdings, Inc. | | PIK, | | | | | | |
| | 9.797% 03/15/12 (a) | | | | 95,000 | | 94,644 |
| | | | | | | | |
| | | | | | | | 94,644 |
| | | | |
| | Healthcare Services Total | | | | | | 880,750 |
| | | | |
Household Products/Wares – 0.5% | | | | | | | | |
Consumer Products-Miscellaneous – 0.5% | | | | | | | | |
American Greetings Corp. | | 7.375% 06/01/16 | | | | 120,000 | | 122,550 |
| | | | |
Amscan Holdings, Inc. | | 8.750% 05/01/14 | | | | 145,000 | | 146,450 |
| | | | |
Jarden Corp. | | 7.500% 05/01/17 | | | | 145,000 | | 147,900 |
| | | | |
Jostens IH Corp. | | 7.625% 10/01/12 | | | | 130,000 | | 132,925 |
| | | | | | | | |
| | | | | | | | 549,825 |
| | | | |
| | Household Products/Wares Total | | | | | | 549,825 |
| | | | |
Pharmaceuticals – 0.7% | | | | | | | | |
Medical-Drugs – 0.4% | | | | | | | | |
Elan Finance PLC | | 8.875% 12/01/13 | | | | 185,000 | | 197,487 |
| | | | |
Warner Chilcott Corp. | | 8.750% 02/01/15 | | | | 151,000 | | 160,249 |
| | | | | | | | |
| | | | | | | | 357,736 |
| | | | |
Medical-Generic Drugs – 0.1% | | | | | | | | |
Mylan Laboratories, Inc. | | 6.375% 08/15/15 | | | | 110,000 | | 114,125 |
| | | | | | | | |
| | | | | | | | 114,125 |
See Accompanying Notes to Financial Statements.
12
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Consumer Non-Cyclical (continued) | | | | | | | | |
Pharmaceuticals (continued) | | | | | | | | |
Pharmacy Services – 0.1% | | | | | | | | |
Omnicare, Inc. | | 6.750% 12/15/13 | | | | 75,000 | | 73,875 |
| | | | | | | | |
| | | | | | | | 73,875 |
| | | | |
Vitamins & Nutrition Products – 0.1% | | | | | | | | |
NBTY, Inc. | | 7.125% 10/01/15 | | | | 105,000 | | 107,100 |
| | | | | | | | |
| | | | | | | | 107,100 |
| | | | |
| | Pharmaceuticals Total | | | | | | 652,836 |
| | | | | | | | |
Consumer Non-Cyclical Total | | | | | | | | 4,858,574 |
| | | | | | | | |
Energy – 4.6% | | | | | | | | |
Coal – 0.4% | | | | | | | | |
Coal – 0.4% | | | | | | | | |
Arch Western Finance LLC | | 6.750% 07/01/13 | | | | 145,000 | | 144,456 |
| | | | |
Massey Energy Co. | | 6.875% 12/15/13 | | | | 160,000 | | 153,400 |
| | | | |
Peabody Energy Corp. | | 7.375% 11/01/16 | | | | 70,000 | | 74,113 |
| | | | | | | | |
| | | | | | | | 371,969 |
| | | | |
| | Coal Total | | | | | | 371,969 |
| | | | |
Energy-Alternate Sources – 0.1% | | | | | | | | |
Energy-Alternate Sources – 0.1% | | | | | | | | |
VeraSun Energy Corp. | | 9.375% 06/01/17 (a) | | | | 110,000 | | 109,587 |
| | | | | | | | |
| | | | | | | | 109,587 |
| | | | |
| | Energy-Alternate Sources Total | | | | | | 109,587 |
| | | | |
Oil & Gas – 3.0% | | | | | | | | |
Oil & Gas Drilling – 0.1% | | | | | | | | |
Pride International, Inc. | | 7.375% 07/15/14 | | | | 75,000 | | 77,250 |
| | | | | | | | |
| | | | | | | | 77,250 |
| | | |
Oil Companies-Exploration & Production – 2.1% | | | | | | |
Chesapeake Energy Corp. | | 6.375% 06/15/15 | | | | 90,000 | | 90,000 |
| | 7.500% 06/15/14 | | | | 150,000 | | 156,937 |
| | | | |
Cimarex Energy Co. | | 7.125% 05/01/17 | | | | 90,000 | | 91,125 |
| | | | |
Compton Petroleum Corp. | | 7.625% 12/01/13 | | | | 125,000 | | 126,250 |
| | | | |
El Paso Production Holding Co. | | 7.750% 06/01/13 | | | | 190,000 | | 200,729 |
| | | | |
Energy XXI Gulf Coast, Inc. | | 10.000% 06/15/13 (a)(d) | | | | 110,000 | | 108,350 |
| | | | |
Forest Oil Corp. | | 8.000% 12/15/11 | | | | 90,000 | | 94,500 |
| | | | |
Newfield Exploration Co. | | 6.625% 04/15/16 | | | | 90,000 | | 90,450 |
| | | | |
OPTI Canada, Inc | | 8.250% 12/15/14 (a) | | | | 115,000 | | 122,187 |
See Accompanying Notes to Financial Statements.
13
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Energy (continued) | | | | | | | | |
Oil & Gas (continued) | | | | | | | | |
Oil Companies-Exploration & Production (continued) | | | | | | |
PEMEX Finance Ltd. | | 9.150% 11/15/18 | | | | 205,000 | | 244,151 |
| | 10.610% 08/15/17 | | | | 135,000 | | 172,113 |
| | | | |
PetroHawk Energy Corp. | | 9.125% 07/15/13 | | | | 140,000 | | 150,500 |
| | | | |
Pogo Producing Co. | | 6.625% 03/15/15 | | | | 105,000 | | 106,050 |
| | | | |
Quicksilver Resources, Inc. | | 7.125% 04/01/16 | | | | 110,000 | | 109,175 |
| | | | |
Ras Laffan Liquefied Natural Gas Co., Ltd. III | | 5.832% 09/30/16 (a) | | | | 265,000 | | 262,949 |
| | | | | | | | |
| | | | | | | | 2,125,466 |
| | | | |
Oil Company-Integrated – 0.2% | | | | | | | | |
Tyumen Oil Co. | | 11.000% 11/06/07 | | | | 180,000 | | 183,492 |
| | | | | | | | |
| | | | | | | | 183,492 |
| | | | |
Oil Refining & Marketing – 0.2% | | | | | | | | |
Tesoro Corp. | | 6.625% 11/01/15 | | | | 130,000 | | 131,787 |
| | | | |
United Refining Co. | | 10.500% 08/15/12 (a) | | | | 65,000 | | 68,738 |
| | | | | | | | |
| | | | | | | | 200,525 |
| | | | |
Oil-Field Services – 0.4% | | | | | | | | |
Gazprom International SA | | 6.510% 03/07/22 (a) | | | | 100,000 | | 101,750 |
| | 7.201% 02/01/20 | | | | 343,352 | | 359,318 |
| | | | | | | | |
| | | | | | | | 461,068 |
| | | | |
| | Oil & Gas Total | | | | | | 3,047,801 |
| | | | |
Oil & Gas Services – 0.1% | | | | | | | | |
Seismic Data Collection – 0.1% | | | | | | | | |
Seitel, Inc. | | 9.750% 02/15/14 (a) | | | | 75,000 | | 76,875 |
| | | | | | | | |
| | | | | | | | 76,875 |
| | | | |
| | Oil & Gas Services Total | | | | | | 76,875 |
| | | |
Oil, Gas & Consumable Fuels – 0.2% | | | | | | |
Oil Company-Integrated – 0.2% | | | | | | | | |
Petrobras International Finance Co. | | 6.125% 10/06/16 | | | | 250,000 | | 251,250 |
| | | | | | | | |
| | | | | | | | 251,250 |
| | | | |
| | Oil, Gas & Consumable Fuels Total | | | | | | 251,250 |
| | | | |
Pipelines – 0.8% | | | | | | | | |
Pipelines – 0.8% | | | | | | | | |
Atlas Pipeline Partners LP | | 8.125% 12/15/15 | | | | 90,000 | | 93,600 |
| | | | |
Colorado Interstate Gas Co. | | 6.800% 11/15/15 | | | | 45,000 | | 47,077 |
| | | | |
MarkWest Energy Partners LP | | 6.875% 11/01/14 | | | | 120,000 | | 117,750 |
| | 8.500% 07/15/16 | | | | 50,000 | | 52,625 |
See Accompanying Notes to Financial Statements.
14
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Energy (continued) | | | | | | | | |
Pipelines (continued) | | | | | | | | |
Williams Companies, Inc. | | 6.375% 10/01/10 (a) | | | | 400,000 | | 406,500 |
| | 7.750% 06/15/31 | | | | 80,000 | | 87,600 |
| | | | | | | | |
| | | | | | | | 805,152 |
| | | | |
| | Pipelines Total | | | | | | 805,152 |
| | | | | | | | |
Energy Total | | | | | | | | 4,662,634 |
| | | | | | | | |
Financials – 3.3% | | | | | | | | |
Diversified Financial Services – 2.6% | | | | | | | | |
Finance-Auto Loans – 1.0% | | | | | | | | |
Ford Motor Credit Co. | | 7.800% 06/01/12 | | | | 220,000 | | 218,921 |
| | 8.000% 12/15/16 | | | | 125,000 | | 124,077 |
| | | | |
General Motors Acceptance Corp. | | 6.875% 09/15/11 | | | | 270,000 | | 272,036 |
| | 8.000% 11/01/31 | | | | 335,000 | | 368,032 |
| | | | | | | | |
| | | | | | | | 983,066 |
| | | | |
Finance-Consumer Loans – 0.4% | | | | | | | | |
SLM Corp. | | 6.500% 06/15/10 | | NZD | | 615,000 | | 422,086 |
| | | | | | | | |
| | | | | | | | 422,086 |
| | | |
Finance-Investment Banker/Broker – 0.3% | | | | | | |
E*Trade Financial Corp. | | 8.000% 06/15/11 | | USD | | 140,000 | | 146,825 |
| | | | |
LaBranche & Co., Inc. | | 11.000% 05/15/12 | | | | 125,000 | | 134,843 |
| | | | | | | | |
| | | | | | | | 281,668 |
| | | | |
Finance-Other Services – 0.1% | | | | | | | | |
Pinnacle Foods Finance LLC | | 9.250% 04/01/15 (a) | | | | 120,000 | | 121,800 |
| | | | | | | | |
| | | | | | | | 121,800 |
| | | | |
Special Purpose Entity – 0.8% | | | | | | | | |
KAR Holdings, Inc. | | 10.000% 05/01/15 (a) | | | | 75,000 | | 76,875 |
| | | | |
Local TV Finance LLC | | PIK, | | | | | | |
| | 9.250% 06/15/15 (a) | | | | 115,000 | | 117,300 |
| | | | |
NSG Holdings LLC | | 7.750% 12/15/25 (a) | | | | 110,000 | | 115,775 |
| | | | |
Transneft | | 5.670% 03/05/14 (a) | | | | 520,000 | | 504,957 |
| | | | | | | | |
| | | | | | | | 814,907 |
| | | | |
| | Diversified Financial Services Total | | | | | | 2,623,527 |
| | | | |
Insurance – 0.3% | | | | | | | | |
Insurance Brokers – 0.1% | | | | | | | | |
USI Holdings Corp. | | 9.750% 05/15/15 (a) | | | | 85,000 | | 86,063 |
| | | | | | | | |
| | | | | | | | 86,063 |
| | | | |
Property/Casualty Insurance – 0.2% | | | | | | | | |
Crum & Forster Holdings Corp. | | 7.750% 05/01/17 (a) | | | | 195,000 | | 196,462 |
| | | | | | | | |
| | | | | | | | 196,462 |
| | | | |
| | Insurance Total | | | | | | 282,525 |
See Accompanying Notes to Financial Statements.
15
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Financials (continued) | | | | | | | | |
Real Estate Investment Trusts (REITs) – 0.4% | | | | | | |
Real Estate Management/Services – 0.1% | | | | | | |
Realogy Corp. | | 10.500% 04/15/14 (a) | | | | 70,000 | | 70,263 |
| | 12.375% 04/15/15 (a) | | | | 70,000 | | 68,250 |
| | | | | | | | |
| | | | | | | | 138,513 |
| | | | |
REITS-Hotels – 0.2% | | | | | | | | |
Host Marriott LP | | 6.750% 06/01/16 | | | | 180,000 | | 182,475 |
| | | | | | | | |
| | | | | | | | 182,475 |
| | | | |
REITS-Regional Malls – 0.1% | | | | | | | | |
Rouse Co. LP/TRC Co-Issuer, Inc., | | 6.750% 05/01/13 (a) | | | | 135,000 | | 136,064 |
| | | | | | | | |
| | | | | | | | 136,064 |
| | | |
| | Real Estate Investment Trusts (REITs) Total | | | | 457,052 |
| | | | | | | | |
Financials Total | | | | | | | | 3,363,104 |
| | | | | | | | |
Industrials – 4.9% | | | | | | | | |
Aerospace & Defense – 0.3% | | | | | | | | |
Aerospace/Defense-Equipment – 0.2% | | | | | | | | |
DRS Technologies, Inc. | | 6.875% 11/01/13 | | | | 130,000 | | 130,975 |
| | | | |
Sequa Corp. | | 9.000% 08/01/09 | | | | 85,000 | | 89,675 |
| | | | | | | | |
| | | | | | | | 220,650 |
| | | | |
Electronics-Military – 0.1% | | | | | | | | |
L-3 Communications Corp. | | 6.375% 10/15/15 | | | | 130,000 | | 129,675 |
| | | | | | | | |
| | | | | | | | 129,675 |
| | | | |
| | Aerospace & Defense Total | | | | | | 350,325 |
| | | | |
Building Materials – 0.1% | | | | | | | | |
Building & Construction Products-Miscellaneous – 0.1% | | | | | | |
NTK Holdings, Inc. | | (c) 03/01/14 (10.750% 09/01/09) | | | | 105,000 | | 78,750 |
| | | | | | | | |
| | | | | | | | 78,750 |
| | | | |
| | Building Materials Total | | | | | | 78,750 |
| | | |
Electrical Components & Equipment – 0.2% | | | | | | |
Wire & Cable Products – 0.2% | | | | | | | | |
Belden CDT, Inc. | | 7.000% 03/15/17 (a) | | | | 145,000 | | 148,460 |
| | | | |
General Cable Corp. | | 7.125% 04/01/17 (a) | | | | 55,000 | | 55,687 |
| | 7.725% 04/01/15 (a)(b) | | | | 55,000 | | 55,138 |
| | | | | | | | |
| | | | | | | | 259,285 |
| | | |
| | Electrical Components & Equipment Total | | | | 259,285 |
See Accompanying Notes to Financial Statements.
16
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Industrials (continued) | | | | | | | | |
Electronics – 0.3% | | | | | | | | |
Electronic Components-Miscellaneous – 0.3% | | | | | | |
Flextronics International Ltd. | | 6.250% 11/15/14 | | | | 155,000 | | 149,963 |
| | | | |
NXP BV/NXP Funding LLC | | 9.500% 10/15/15 | | | | 110,000 | | 113,850 |
| | | | | | | | |
| | | | | | | | 263,813 |
| | | | |
| | Electronics Total | | | | | | 263,813 |
| | | |
Engineering & Construction – 0.1% | | | | | | |
Building & Construction-Miscellaneous – 0.1% | | | | | | |
Esco Corp. | | 8.625% 12/15/13 (a) | | | | 75,000 | | 80,250 |
| | | | | | | | |
| | | | | | | | 80,250 |
| | | | |
| | Engineering & Construction Total | | | | | | 80,250 |
| | | | |
Environmental Control – 0.6% | | | | | | | | |
Non-Hazardous Waste Disposal – 0.4% | | | | | | |
Allied Waste North America, Inc. | | 7.125% 05/15/16 | | | | 180,000 | | 185,175 |
| | 7.875% 04/15/13 | | | | 175,000 | | 182,875 |
| | | | | | | | |
| | | | | | | | 368,050 |
| | | | |
Recycling – 0.2% | | | | | | | | |
Aleris International, Inc. | | 10.000% 12/15/16 (a) | | | | 85,000 | | 89,356 |
| | PIK, | | | | | | |
| | 9.000% 12/15/14 (a) | | | | 100,000 | | 107,000 |
| | | | | | | | |
| | | | | | | | 196,356 |
| | | | |
| | Environmental Control Total | | | | | | 564,406 |
| | | | |
Hand/Machine Tools – 0.1% | | | | | | | | |
Machinery-Electrical – 0.1% | | | | | | | | |
Baldor Electric Co. | | 8.625% 02/15/17 | | | | 90,000 | | 96,750 |
| | | | | | | | |
| | | | | | | | 96,750 |
| | | | |
| | Hand/Machine Tools Total | | | | | | 96,750 |
| | | | |
Machinery-Construction & Mining – 0.1% | | | | | | | | |
Machinery-Construction & Mining – 0.1% | | | | | | | | |
Terex Corp. | | 7.375% 01/15/14 | | | | 120,000 | | 125,100 |
| | | | | | | | |
| | | | | | | | 125,100 |
| | | | |
| | Machinery-Construction & Mining Total | | | | | | 125,100 |
| | | | |
Machinery-Diversified – 0.2% | | | | | | | | |
Machinery-General Industry – 0.1% | | | | | | |
Manitowoc Co., Inc. | | 7.125% 11/01/13 | | | | 65,000 | | 66,950 |
| | | | | | | | |
| | | | | | | | 66,950 |
| | | |
Machinery-Material Handling – 0.1% | | | | | | |
Columbus McKinnon Corp. | | 8.875% 11/01/13 | | | | 110,000 | | 117,700 |
| | | | | | | | |
| | | | | | | | 117,700 |
| | | | |
| | Machinery-Diversified Total | | | | | | 184,650 |
| | | | |
Metal Fabricate/Hardware – 0.1% | | | | | | | | |
Metal Processors & Fabrication – 0.1% | | | | | | | | |
TriMas Corp. | | 9.875% 06/15/12 | | | | 80,000 | | 83,700 |
| | | | | | | | |
| | | | | | | | 83,700 |
| | | | |
| | Metal Fabricate/Hardware Total | | | | | | 83,700 |
See Accompanying Notes to Financial Statements.
17
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Industrials (continued) | | | | | | | | |
Miscellaneous Manufacturing – 1.0% | | | | | | |
Diversified Manufacturing Operators – 0.8% | | | | | | |
Bombardier, Inc. | | 6.300% 05/01/14 (a) | | | | 245,000 | | 238,875 |
| | | | |
Covalence Specialty Materials Corp. | | 10.250% 03/01/16 (a) | | | | 115,000 | | 117,875 |
| | | | |
J.B. Poindexter & Co. | | 8.750% 03/15/14 | | | | 95,000 | | 90,013 |
| | | | |
Koppers Holdings, Inc. | | (c) 11/15/14 (9.875% 11/15/09) | | | | 125,000 | | 109,375 |
| | | | |
Trinity Industries, Inc. | | 6.500% 03/15/14 | | | | 215,000 | | 215,537 |
| | | | | | | | |
| | | | | | | | 771,675 |
| | | |
Miscellaneous Manufacturing – 0.2% | | | | | | |
American Railcar Industries, Inc. | | 7.500% 03/01/14 | | | | 90,000 | | 92,925 |
| | | | |
Nutro Products, Inc. | | 10.750% 04/15/14 (a) | | | | 120,000 | | 137,400 |
| | | | | | | | |
| | | | | | | | 230,325 |
| | | | |
| | Miscellaneous Manufacturing Total | | | | | | 1,002,000 |
| | | | |
Packaging & Containers – 0.8% | | | | | | | | |
Containers-Metal/Glass – 0.6% | | | | | | | | |
Crown Americas LLC & Crown Americas Capital Corp. | | 7.750% 11/15/15 | | | | 195,000 | | 203,775 |
| | | | |
Owens-Brockway Glass Container, Inc. | | 8.250% 05/15/13 | | | | 295,000 | | 311,225 |
| | | | |
Owens-Illinois, Inc. | | 7.500% 05/15/10 | | | | 100,000 | | 102,875 |
| | | | | | | | |
| | | | | | | | 617,875 |
| | | | |
Containers-Paper/Plastic – 0.2% | | | | | | | | |
Jefferson Smurfit Corp. | | 8.250% 10/01/12 | | | | 140,000 | | 143,150 |
| | | | |
Solo Cup Co. | | 8.500% 02/15/14 | | | | 85,000 | | 74,375 |
| | | | | | | | |
| | | | | | | | 217,525 |
| | | | |
| | Packaging & Containers Total | | | | | | 835,400 |
| | | | |
Transportation – 1.0% | | | | | | | | |
Transportation-Marine – 0.5% | | | | | | | | |
Navios Maritime Holdings, Inc. | | 9.500% 12/15/14 (a) | | | | 120,000 | | 127,350 |
| | | | |
Ship Finance International Ltd. | | 8.500% 12/15/13 | | | | 160,000 | | 165,400 |
| | | | |
Stena AB | | 7.500% 11/01/13 | | | | 190,000 | | 194,037 |
| | | | | | | | |
| | | | | | | | 486,787 |
| | | | |
Transportation-Railroad – 0.2% | | | | | | | | |
TFM SA de CV | | 9.375% 05/01/12 | | | | 150,000 | | 162,000 |
| | | | | | | | |
| | | | | | | | 162,000 |
See Accompanying Notes to Financial Statements.
18
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Industrials (continued) | | | | | | | | |
Transportation (continued) | | | | | | | | |
Transportation-Services – 0.2% | | | | | | | | |
CHC Helicopter Corp. | | 7.375% 05/01/14 | | | | 160,000 | | 157,200 |
| | | | |
PHI, Inc. | | 7.125% 04/15/13 | | | | 105,000 | | 102,900 |
| | | | | | | | |
| | | | | | | | 260,100 |
| | | | |
Transportation-Trucks – 0.1% | | | | | | | | |
QDI LLC | | 9.000% 11/15/10 | | | | 95,000 | | 92,863 |
| | | | | | | | |
| | | | | | | | 92,863 |
| | | | |
| | Transportation Total | | | | | | 1,001,750 |
| | | | | | | | |
Industrials Total | | | | | | | | 4,926,179 |
| | | | | | | | |
Technology – 0.7% | | | | | | | | |
Computers – 0.1% | | | | | | | | |
Computer Services – 0.1% | | | | | | | | |
Sungard Data Systems, Inc. | | 9.125% 08/15/13 | | | | 100,000 | | 106,250 |
| | | | | | | | |
| | | | | | | | 106,250 |
| | | | |
| | Computers Total | | | | | | 106,250 |
Semiconductors – 0.5% | | | | | | | | |
Electronic Components-Semiconductors – 0.5% | | | | | | |
Advanced Micro Devices, Inc. | | 7.750% 11/01/12 | | | | 75,000 | | 73,688 |
| | | | |
Freescale Semiconductor, Inc. | | 10.125% 12/15/16 (a) | | | | 245,000 | | 245,306 |
| | PIK, | | | | | | |
| | 9.125% 12/15/14 (a) | | | | 165,000 | | 163,350 |
| | | | | | | | |
| | | | | | | �� | 482,344 |
| | | | |
| | Semiconductors Total | | | | | | 482,344 |
| | | | |
Software – 0.1% | | | | | | | | |
Transactional Software – 0.1% | | | | | | | | |
Open Solutions, Inc. | | 9.750% 02/01/15 (a) | | | | 135,000 | | 140,062 |
| | | | | | | | |
| | | | | | | | 140,062 |
| | | | |
| | Software Total | | | | | | 140,062 |
| | | | | | | | |
Technology Total | | | | | | | | 728,656 |
| | | | | | | | |
Utilities – 1.3% | | | | | | | | |
Electric – 1.3% | | | | | | | | |
Electric-Generation – 0.3% | | | | | | | | |
AES Corp. | | 7.750% 03/01/14 | | | | 165,000 | | 173,869 |
| | | | |
Edison Mission Energy | | 7.000% 05/15/17 (a) | | | | 170,000 | | 169,362 |
| | | | | | | | |
| | | | | | | | 343,231 |
| | | | |
Electric-Integrated – 0.3% | | | | | | | | |
CMS Energy Corp. | | 6.875% 12/15/15 | | | | 95,000 | | 98,559 |
| | 8.500% 04/15/11 | | | | 45,000 | | 48,898 |
See Accompanying Notes to Financial Statements.
19
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporate Fixed-Income Bonds & Notes (continued)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Utilities (continued) | | | | | | | | |
Electric (continued) | | | | | | | | |
Electric-Integrated (continued) | | | | | | | | |
Nevada Power Co. | | 9.000% 08/15/13 | | | | 49,000 | | 52,645 |
| | | | |
Sierra Pacific Resources | | 6.750% 08/15/17 | | | | 135,000 | | 136,548 |
| | | | | | | | |
| | | | | | | | 336,650 |
| | | | |
Independent Power Producer – 0.7% | | | | | | | | |
Calpine Generating Co. LLC | | 14.320% 04/01/11 (b)(e) | | | | 85,000 | | 30,175 |
| | | | |
Dynegy Holdings, Inc. | | 7.125% 05/15/18 | | | | 195,000 | | 185,737 |
| | | | |
Mirant North America LLC | | 7.375% 12/31/13 | | | | 180,000 | | 190,350 |
| | | | |
NRG Energy, Inc. | | 7.250% 02/01/14 | | | | 95,000 | | 97,613 |
| | 7.375% 02/01/16 | | | | 90,000 | | 93,375 |
| | 7.375% 01/15/17 | | | | 70,000 | | 72,713 |
| | | | | | | | |
| | | | | | | | 669,963 |
| | | | |
| | Electric Total | | | | | | 1,349,844 |
| | | | | | | | |
Utilities Total | | | | | | | | 1,349,844 |
| | Total Corporate Fixed-Income Bonds & Notes (Cost of $34,619,582) | | 37,937,795 |
| | | | |
| | | |
Mortgage-Backed Securities – 2.9% | | | | | | |
Federal National Mortgage Association | | 6.000% 02/01/37 | | | | 957,275 | | 956,567 |
| | 6.500% 11/01/36 | | | | 1,740,037 | | 1,767,470 |
| | | | |
Government National Mortgage Association | | 9.000% 04/15/16 | | | | 219 | | 235 |
| | 9.000% 05/15/16 | | | | 18,764 | | 20,085 |
| | 9.000% 06/15/16 | | | | 19,553 | | 20,929 |
| | 9.000% 11/15/16 | | | | 46,758 | | 50,049 |
| | 9.000% 12/15/16 | | | | 9,268 | | 9,920 |
| | 10.500% 07/15/19 | | | | 7,730 | | 8,615 |
| | 10.500% 05/15/20 | | | | 7,606 | | 8,488 |
| | 11.000% 01/15/18 | | | | 3,039 | | 3,376 |
| | 11.000% 05/15/18 | | | | 12,262 | | 13,625 |
| | 11.000% 08/15/18 | | | | 3,103 | | 3,448 |
| | 11.000% 01/15/19 | | | | 49,946 | | 55,632 |
| | 11.000% 02/15/19 | | | | 2,456 | | 2,687 |
| | 11.000% 04/15/19 | | | | 963 | | 1,073 |
| | 11.000% 05/15/19 | | | | 8,325 | | 9,272 |
| | | | | | | | |
| | Total Mortgage-Backed Securities (Cost of $2,925,616) | | 2,931,471 |
| | | | |
Asset-Backed Securities – 0.7% | | | | | | | | |
Equity One ABS, Inc. | | 4.205% 04/25/34 | | | | 425,000 | | 400,949 |
| | | | |
GMAC Mortgage Corp. | | 4.865% 09/25/34 (b) | | | | 350,000 | | 342,439 |
| | | | | | | | |
| | Total Asset-Backed Securities (Cost of $771,945) | | 743,388 |
See Accompanying Notes to Financial Statements.
20
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Municipal Bonds (Taxable) – 0.4%
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
California – 0.3% | | | | | | | | |
CA Cabazon Band Mission Indians | | 13.000% 10/01/11 (f) | | | | 230,000 | | 270,618 |
| | | | | | | | |
California Total | | | | | | | | 270,618 |
| | | | | | | | |
Virginia – 0.1% | | | | | | | | |
VA Tobacco Settlement Financing Corp. | | Series 2007 A1, | | | | | | |
| | 6.706% 06/01/46 | | | | 135,000 | | 133,832 |
| | | | | | | | |
Virginia Total | | | | | | | | 133,832 |
| | Total Municipal Bonds (Taxable) (Cost of $364,987) | | | | 404,450 |
Convertible Bond – 0.2% | | | | | | | | |
| | | | | | | | |
Communications – 0.2% | | | | | | | | |
Telecommunication Services – 0.2% | | | | | | | | |
Telephone-Integrated – 0.2% | | | | | | | | |
Virgin Media Finance PLC | | 8.750% 04/15/14 | | EUR | | 165,000 | | 240,887 |
| | | | | | | | |
| | Telecommunication Services Total | | | | | | 240,887 |
| | | | | | | | |
Communications Total | | | | | | | | 240,887 |
| | Total Convertible Bond (Cost of $230,060) | | 240,887 |
| | | | | | | | |
Common Stocks – 0.0% | | | | | | | | |
| | | | | | Shares | | |
Industrials – 0.0% | | | | | | | | |
Commercial Services & Supplies – 0.0% | | | | | | | | |
| | Fairlane Management Corp. (f)(g)(h) | | USD | | 1,800 | | — |
| | | | | | | | |
| | Commercial Services & Supplies Total | | | | — |
Road & Rail – 0.0% | | | | | | | | |
| | Quality Distribution, Inc. | | | | 671 | | 6,757 |
| | | | | | | | |
| | Road & Rail Total | | | | | | 6,757 |
| | | | | | | | |
Industrials Total | | | | | | | | 6,757 |
| | Total Common Stocks (Cost of $—) | | | | | | 6,757 |
| | | | | | | | |
Warrants – 0.0% | | | | | | | | |
| | | | | | Units | | |
Communications – 0.0% | | | | | | | | |
Telecommunication Services – 0.0% | | | | | | | | |
Cellular Telecommunications – 0.0% | | | | | | | | |
UbiquiTel, Inc. | | Expires 04/15/10 (a)(f)(g)(h) | | | | 150 | | — |
| | | | | | | | |
Telecommunication Services – 0.0% | | | | | | | | |
Jazztel PLC | | Expires 07/15/10 (f)(g)(h) | | | | 40 | | — |
| | | | | | | | |
| | | | | | | | |
| | Telecommunication Services Total | | | | | | — |
| | | | | | | | |
Communications Total | | | | | | | | — |
| | Total Warrants (Cost of $7,679) | | | | | | — |
See Accompanying Notes to Financial Statements.
21
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
| | | | | | | | |
| | | | | | Par ($) | | Value ($) |
Short-Term Obligation – 3.1% | | | | | | | | |
| | Repurchase agreement with Fixed Income Clearing Corp., dated 05/31/07, due 06/01/07 at 5.010%, collateralized by a U.S. Treasury Note maturing 08/15/11, market value $3,173,406 (repurchase proceeds $3,108,433) | | | | 3,108,000 | | 3,108,000 |
| | | | | | | | |
| | Total Short-Term Obligation (Cost of $3,108,000) | | | | | | 3,108,000 |
| | | | |
| | | | | | | | |
| | Total Investments – 98.9% (Cost of $97,590,464) (i) | | | | | | 100,125,237 |
| | | | |
| | | | | | | | |
| | Other Assets & Liabilities, Net – 1.1% | | | | | | 1,089,387 |
| | | | |
| | | | | | | | |
| | Net Assets – 100.0% | | | | | | 101,214,624 |
Notes to Investment Portfolio:
| (a) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At May 31, 2007, these securities, which are not illiquid, except for the following, amounted to $11,401,291, which represents 11.3% of net assets. |
| | | | | | | | | | |
Security | | Acquisition Date | | Units | | Cost | | Value |
UbiquiTel, Inc. | | 04/11/00 | | 150 | | $ | 7,600 | | $ | — |
| (b) | The interest rate shown on floating rate or variable rate securities reflects the rate at May 31, 2007. |
| (c) | Step bond. This security is currently not paying coupon. Shown parenthetically is the next interest rate to be paid and the date the Trust will begin accruing at this rate. |
| (d) | Security purchased on a delayed delivery basis. |
| (e) | The issuer has filed for bankruptcy protection under Chapter 11, and is in default of certain debt covenants. Income is not being accrued. At May 31, 2007, the value of this security amounted to $30,175 which represents less than 0.1% of net assets. |
| (f) | Represents fair value as determined in good faith under procedures approved by the Board of Trustees. At May 31, 2007, the value of these securities amounted to $270,618 which represents 0.3% of net assets. |
| (g) | Security has no value. |
| (h) | Non-income producing security. |
| (i) | Cost for federal income tax purposes is $99,839,235. |
At May 31, 2007, the asset allocation of the investment portfolio is as follows:
| | | |
| | % of Net Assets | |
Government Agencies & Obligations | | 54.1 | |
Corporate Fixed-Income Bonds & Notes | | 37.5 | |
Mortgage-Backed Securities | | 2.9 | |
Asset-Backed Securities | | 0.7 | |
Municipal Bonds (Taxable) | | 0.4 | |
Convertible Bond | | 0.2 | |
Common Stocks | | 0.0 | * |
Warrants | | 0.0 | * |
| | | |
| | 95.8 | |
Short-Term Obligation | | 3.1 | |
Other Assets & Liabilities, Net | | 1.1 | |
| | | |
| | 100.0 | |
| | | |
| * | Rounds to less than 0.1%. |
See Accompanying Notes to Financial Statements.
22
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
At May 31, 2007, the Trust had entered into the following foreign forward currency exchange contracts:
| | | | | | | | | | | | |
Forward Currency Contract to Buy | | Value | | Aggregate Face Value | | Settlement Date | | Unrealized Appreciation | |
CAD | | | $556,409 | | $ | 550,096 | | 06/07/07 | | $ | 6,313 | |
| | | | |
Forward Currency Contracts to Sell | | Value | | Aggregate Face Value | | Settlement Date | | Unrealized Appreciation/ (Depreciation) | |
CAD | | $ | 556,409 | | $ | 538,218 | | 06/07/07 | | $ | (18,191 | ) |
CAD | | | 748,210 | | | 723,982 | | 06/11/07 | | | (24,228 | ) |
EUR | | | 821,029 | | | 830,515 | | 06/08/07 | | | 9,486 | |
EUR | | | 942,514 | | | 949,011 | | 06/18/07 | | | 6,497 | |
EUR | | | 100,984 | | | 101,831 | | 06/18/07 | | | 847 | |
EUR | | | 148,480 | | | 149,173 | | 06/18/07 | | | 693 | |
EUR | | | 101,010 | | | 100,964 | | 06/25/07 | | | (46 | ) |
EUR | | | 673,500 | | | 671,965 | | 06/29/07 | | | (1,535 | ) |
EUR | | | 996,779 | | | 995,307 | | 06/29/07 | | | (1,472 | ) |
GBP | | | 1,187,898 | | | 1,186,200 | | 06/18/07 | | | (1,698 | ) |
SEK | | | 1,258,315 | | | 1,272,023 | | 06/14/07 | | | 13,708 | |
| | | | | | | | | | | | |
| | | | | | | | | | $ | (15,939 | ) |
| | | | | | | | | | | | |
At May 31, 2007, the Trust had sufficient cash and/or liquid securities to cover any commitments under these derivative contracts and delayed delivery settlements.
| | |
Acronym | | Name |
AUD | | Australian Dollar |
BRL | | Brazilian Real |
CAD | | Canadian Dollar |
EUR | | Euro |
GBP | | British Pound |
JPY | | Japanese Yen |
NOK | | Norwegian Krone |
NZD | | New Zealand Dollar |
PLN | | Polish Zloty |
SEK | | Swedish Krona |
USD | | United States Dollar |
ZAR | | South African Rand |
PIK | | Payment-In-Kind |
See Accompanying Notes to Financial Statements.
23
Statement of Assets and Liabilities – Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
| | | | | | |
| | | | ($) | |
Assets | | Investments, at cost | | | 97,590,464 | |
| | | | | | |
| | Investments, at value | | | 100,125,237 | |
| | Cash | | | 254,748 | |
| | Foreign currency (cost of $148,344) | | | 148,380 | |
| | Unrealized appreciation on foreign forward currency contracts | | | 37,544 | |
| | Receivable for: | | | | |
| | Investments sold | | | 639,708 | |
| | Interest | | | 1,975,847 | |
| | Foreign tax reclaims | | | 3,658 | |
| | Deferred Trustees’ compensation plan | | | 18,688 | |
| | Other assets | | | 733 | |
| | | | | | |
| | Total Assets | | | 103,204,543 | |
| | |
Liabilities | | Unrealized depreciation on foreign forward currency contracts | | | 47,170 | |
| | Payable for: | | | | |
| | Investments purchased | | | 826,209 | |
| | Investments purchased on a delayed delivery basis | | | 435,836 | |
| | Distributions | | | 495,405 | |
| | Investment advisory fee | | | 63,924 | |
| | Transfer agent fee | | | 7,243 | |
| | Pricing and bookkeeping fees | | | 21,787 | |
| | Trustees’ fees | | | 947 | |
| | Custody fee | | | 4,438 | |
| | Chief compliance officer expenses | | | 1,044 | |
| | Deferred Trustees’ compensation plan | | | 18,688 | |
| | Other liabilities | | | 67,228 | |
| | | | | | |
| | Total Liabilities | | | 1,989,919 | |
| | |
| | | | | | |
| | Net Assets | | | 101,214,624 | |
| | |
Net Assets Consists of | | Paid-in capital | | | 120,444,508 | |
| | Overdistributed net investment income | | | (2,034,439 | ) |
| | Accumulated net realized loss | | | (19,737,517 | ) |
| | Net unrealized appreciation on: | | | | |
| | Investments | | | 2,534,773 | |
| | Foreign currency translations | | | 7,299 | |
| | | | | | |
| | Net Assets | | | 101,214,624 | |
| | |
| | Shares outstanding | | | 11,009,000 | |
| | Net asset value per share | | $ | 9.19 | |
See Accompanying Notes to Financial Statements.
24
Statement of Operations – Colonial InterMarket Income Trust I
For the Six Months Ended May 31, 2007 (Unaudited)
| | | | | |
| | | | ($) | |
Investment Income | | Interest | | 3,261,590 | |
| | | | | |
| | |
Expenses | | Investment advisory fee | | 378,231 | |
| | Transfer agent fee | | 21,056 | |
| | Pricing and bookkeeping fees | | 58,395 | |
| | Trustees’ fees | | 8,139 | |
| | Custody fee | | 12,518 | |
| | Chief compliance officer expenses | | 3,107 | |
| | Other expenses | | 53,177 | |
| | | | | |
| | Total Expenses | | 534,623 | |
| | |
| | Custody earnings credit | | (826 | ) |
| | | | | |
| | Net Expenses | | 533,797 | |
| | |
| | | | | |
| | Net Investment Income | | 2,727,793 | |
| | |
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency | | Net realized gain (loss) on: | | | |
| Investments | | 966,312 | |
| Foreign currency transactions | | (295,742 | ) |
| | | | | |
| | Net realized gain | | 670,570 | |
| | |
| | Net change in unrealized appreciation (depreciation) on: | | | |
| | Investments | | (753,214 | ) |
| | Foreign currency translations | | 202,940 | |
| | | | | |
| | Net change in unrealized appreciation | | (550,274 | ) |
| | | | | |
| | Net Gain | | 120,296 | |
| | |
| | | | | |
| | Net Increase Resulting from Operations | | 2,848,089 | |
See Accompanying Notes to Financial Statements.
25
Statement of Changes in Net Assets – Colonial InterMarket Income Trust I
| | | | | | | | |
Increase (Decrease) in Net Assets | | | | (Unaudited) Six Months Ended May 31, 2007 ($) | | | Year Ended November 30, 2006 ($) | |
Operations | | Net investment income | | 2,727,793 | | | 5,484,367 | |
| | Net realized gain (loss) on investments and foreign currency transactions | | 670,570 | | | (510,565 | ) |
| | Net change in unrealized appreciation (depreciation) on investments and foreign currency translations | | (550,274 | ) | | 2,103,555 | |
| | | | | | | | |
| | Net Increase Resulting from Operations | | 2,848,089 | | | 7,077,357 | |
| | | |
Distributions Declared to Shareholders | | From net investment income | | (3,055,000 | ) | | (7,530,157 | ) |
| | | | | | | | |
| | Net Decrease in Net Assets | | (206,911 | ) | | (452,800 | ) |
| | | |
Net Assets | | Beginning of period | | 101,421,535 | | | 101,874,335 | |
| | End of period | | 101,214,624 | | | 101,421,535 | |
| | Overdistributed net investment income at end of period | | (2,034,439 | ) | | (1,707,232 | ) |
| | | | | | | | |
| | | |
Number of Trust Shares Outstanding | | End of Period | | 11,009,000 | | | 11,009,000 | |
| | | | | | | | |
See Accompanying Notes to Financial Statements.
26
Financial Highlights – Colonial InterMarket Income Trust I
Selected data for a share outstanding throughout each period is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | (Unaudited) Six Months Ended May 31, 2007 | | | Year Ended November 30, | |
| | | 2006 | | | 2005 | | | 2004 | | | 2003 | | | 2002 | |
Net Asset Value, Beginning of Period | | $ | 9.21 | | | $ | 9.25 | | | $ | 9.79 | | | $ | 9.47 | | | $ | 8.60 | | | $ | 8.91 | |
| | | | | | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (a) | | | 0.25 | | | | 0.50 | | | | 0.55 | | | | 0.56 | | | | 0.59 | | | | 0.63 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 0.01 | | | | 0.14 | | | | (0.35 | ) | | | 0.46 | | | | 0.93 | | | | (0.23 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total from Investment Operations | | | 0.26 | | | | 0.64 | | | | 0.20 | | | | 1.02 | | | | 1.52 | | | | 0.40 | |
| | | | | | |
Less Distributions Declared to Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.28 | ) | | | (0.68 | ) | | | (0.63 | ) | | | (0.60 | ) | | | (0.65 | ) | | | (0.64 | ) |
From net realized gains | | | — | | | | — | | | | (0.11 | ) | | | (0.10 | ) | | | — | | | | — | |
Return of capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.07 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Distributions Declared to Shareholders | | | (0.28 | ) | | | (0.68 | ) | | | (0.74 | ) | | | (0.70 | ) | | | (0.65 | ) | | | (0.71 | ) |
| | | | | | |
Net Asset Value, End of Period | | $ | 9.19 | | | $ | 9.21 | | | $ | 9.25 | | | $ | 9.79 | | | $ | 9.47 | | | $ | 8.60 | |
Market price per share | | $ | 8.48 | | | $ | 8.44 | | | $ | 8.09 | | | $ | 8.68 | | | $ | 8.96 | | | $ | 7.98 | |
Total return—based on market value (b) | | | 3.81 | %(c) | | | 13.27 | % | | | 1.30 | % | | | 4.91 | % | | | 20.93 | % | | | 6.00 | % |
| | | | | | |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net expenses (d) | | | 1.06 | %(e) | | | 1.11 | % | | | 1.04 | % | | | 1.01 | % | | | 1.04 | % | | | 1.00 | % |
Net investment income (d) | | | 5.41 | %(e) | | | 5.49 | % | | | 5.76 | % | | | 5.91 | % | | | 6.44 | % | | | 7.24 | % |
Portfolio turnover rate | | | 30 | %(c) | | | 45 | % | | | 47 | % | | | 73 | % | | | 64 | % | | | 83 | % |
Net assets, end of period (000’s) | | $ | 101,215 | | | $ | 101,422 | | | $ | 101,874 | | | $ | 107,797 | | | $ | 104,238 | | | $ | 94,665 | |
(a) | Per share data was calculated using the average shares outstanding during the period. |
(b) | Total return at market value assuming all distributions reinvested at prices calculated in accordance with the Dividend Reinvestment Plan. |
(d) | The benefits derived from custody credits had an impact of less than 0.01%. |
See Accompanying Notes to Financial Statements.
27
Notes to Financial Statements – Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Note 1. Organization
Colonial InterMarket Income Trust I (the “Trust”) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company and operates as a diversified investment company. Effective June 29, 2007, the Trust’s name has been changed to MFS InterMarket Income Trust I.
Investment Goal
The Trust seeks to maximize current income by diversifying investments primarily in U.S. and foreign government and lower-rated corporate debt securities.
Trust Shares
The Trust may issue an unlimited number of shares.
Note 2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements for the six months ended May 31, 2007.
Security Valuation
Debt securities generally are valued by pricing services approved by the Trust’s Board of Trustees, based upon market transactions for normal, institutional-size trading units of similar securities. The services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes. Debt securities for which quotations are readily available are valued at an over-the-counter or exchange bid quotation. Certain debt securities, which tend to be more thinly traded and of lesser quality, are priced based on fundamental analysis of the financial condition of the issuer and the estimated value of any collateral. Valuations developed through pricing techniques may vary from the actual amounts realized upon sale of the securities, and the potential variation may be greater for those securities valued using fundamental analysis.
Short-term debt obligations maturing within 60 days are valued at amortized cost, which approximates market value.
Equity securities are valued at the last sale price on the principal exchange on which they trade, except for securities traded on the NASDAQ, which are valued at the NASDAQ official close price. Unlisted securities or listed securities for which there were no sales during the day are valued at the closing bid price on such exchanges or over-the-counter markets.
Forward currency exchange contracts are valued at the prevailing forward exchange rate of the underlying currencies.
Foreign securities are generally valued at the last sale price on the foreign exchange or market on which they trade. If any foreign share prices are not readily available as a result of limited share activity, the securities are valued at the last sale price of the local shares in the principal market in which such securities are normally traded.
Generally, trading in foreign securities is substantially completed each day at various times prior to the close of the New York Stock Exchange (“NYSE”). The values of such securities used in computing the net asset value of the Trust’s shares are determined as of such times. Foreign currency exchange rates are generally determined at 4:00 p.m. Eastern (U.S.) time. Events affecting the values of such foreign securities and such exchange rates may occur between the times at which they are determined and the close of the customary trading session of the NYSE, which would not be reflected in the computation of the Trust’s net asset value. If events materially affecting the values of such foreign securities occur and it is determined that market quotations are not reliable, then these foreign securities will be valued at their fair value using procedures approved by the Board of Trustees. The Trust may use a systematic fair valuation model provided by an independent third party to value securities principally traded in foreign markets in order to adjust for possible stale pricing that may occur between the close of the foreign exchanges and the time for valuation. If a security is valued at “fair value,” such value is likely to be different from the last quoted market price for the security.
28
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Investments for which market quotations are not readily available, or quotations which management believes are not appropriate, are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.
In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”), was issued. SFAS 157 is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is evaluating the impact the application of SFAS 157 will have on the Trust’s financial statement disclosures.
Security Transactions
Security transactions are accounted for on the trade date. Cost is determined and gains (losses) are based upon the specific identification method for both financial statement and federal income tax purposes.
Forward Foreign Currency Exchange Contracts
Forward foreign currency exchange contracts are agreements to exchange one currency for another at a future date at a specified price. These contracts are used to minimize the exposure to foreign exchange rate fluctuations during the period between trade and settlement date of the contract. The Trust may utilize forward foreign currency exchange contracts in connection with the settlement of purchases and sales of securities. The Trust may also enter into these contracts to hedge certain other foreign currency denominated assets. Contracts to buy generally are used to acquire exposure to foreign currencies, while contracts to sell are used to hedge the Trust’s investments against currency fluctuations. Forward currency contracts are valued daily at the current exchange rate of the underlying currency, resulting in unrealized gains (losses) which become realized at the time the foreign currency contracts are closed or mature. Realized and unrealized gains (losses) arising from such transactions are included in net realized and unrealized gains (losses) on foreign currency transactions. The use of forward currency contracts does not eliminate fluctuations in the prices of the Trust’s portfolio securities. While the maximum potential loss from such contracts is the aggregate face value in U.S. dollars at the time the contract was opened, exposure is typically limited to the change in value of the contract (in U.S. dollars) over the period it remains open. The Trust could also be exposed to risk if the counterparties of the contracts are unable to fulfill the terms of the contracts.
Repurchase Agreements
The Trust may engage in repurchase agreement transactions with institutions determined to be creditworthy by the Trust’s investment advisor. The Trust, through its custodian, receives delivery of underlying securities collateralizing a repurchase agreement. The Trust’s investment advisor is responsible for determining that collateral is at least equal, at all times, to the value of the repurchase obligation including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon the Trust’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Trust seeks to assert its rights.
Mortgage Dollar Roll Transactions
The Trust may enter into mortgage “dollar rolls” in which the Trust sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date not exceeding 120 days. During the roll period, the Trust loses the right to receive principal and interest paid on the securities sold. However, the Trust would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) or fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Trust compared with what such performance would have been without the use of mortgage dollar rolls. All cash proceeds will be invested in instruments that are permissible investments for the Trust. The Trust will hold and maintain in a segregated account until the settlement date, cash or liquid securities in an amount equal to the forward purchase price.
29
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
The Trust’s policy is to record the components of mortgage dollar rolls using “to be announced” mortgage-backed securities (“TBA Dollar Rolls”). For financial reporting and tax purposes, the Trust treats mortgage dollar rolls as two separate transactions, one involving the purchase of a security and a separate transaction involving a sale. The Trust does not currently enter into mortgage dollar rolls that are accounted for as financing.
Mortgage dollar rolls involve certain risks. If the broker-dealer to whom the Trust sells the security becomes insolvent, the Trust’s right to purchase or repurchase the mortgage-related securities may be restricted and the instrument which the Trust is required to repurchase may be worth less than an instrument which the Trust originally held. Successful use of mortgage dollar rolls may depend upon the investment advisor’s ability to correctly predict interest rates and mortgage prepayments. For these reasons, there is no assurance that mortgage dollar rolls can be successfully employed.
Delayed Delivery Securities
The Trust may trade securities on other than normal settlement terms, including securities purchased or sold on a “when-issued” basis. This may increase the risk if the other party to the transaction fails to deliver and causes the Trust to subsequently invest at less advantageous prices. The Trust holds until settlement date, in a segregated account, cash or liquid securities in an amount equal to the delayed delivery commitment.
Income Recognition
Interest income is recorded on the accrual basis and includes accretion of discounts, amortization of premiums and paydown gains and losses. Fee income attributable to mortgage dollar roll transactions is recorded on the accrual basis over the term of the transaction. Corporate actions and dividend income are recorded on the ex-date, except for certain foreign securities which are recorded as soon after ex-date as the Trust becomes aware of such, net of any non-reclaimable tax withholdings. The value of additional securities received as an income payment is recorded as income and as the cost basis of such securities.
Foreign Currency Transactions
The values of all assets and liabilities quoted in foreign currencies are translated into U.S. dollars at that day’s exchange rates. Net realized and unrealized gains (losses) on foreign currency transactions include gains (losses) arising from the fluctuation in exchange rates between trade and settlement dates on securities transactions, gains (losses) arising from the disposition of foreign currency and currency gains (losses) between the accrual and payment dates on dividends, interest income and foreign withholding taxes.
For financial statement purposes, the Trust does not distinguish that portion of gains (losses) on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such fluctuations are included with the net realized and unrealized gains (losses) on investments in the Statement of Operations.
Federal Income Tax Status
The Trust intends to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code, as amended, and will distribute substantially all of its taxable income, if any, for its tax year, and as such will not be subject to federal income taxes. In addition, the Trust intends to distribute in each calendar year substantially all of its net investment income, capital gains and certain other amounts, if any, such that the Trust should not be subject to federal excise tax. Therefore, no federal income or excise tax provision is recorded.
Distributions to Shareholders
Distributions to shareholders are recorded on the ex-date and are generally declared and paid monthly. Net realized capital gains, if any, are distributed at least annually.
Indemnification
In the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Trust’s maximum exposure under these arrangements is unknown because this would involve future claims against the Trust. Also, under the Trust’s organizational documents and by contract, the trustees and officers of the Trust are indemnified against certain liabilities that may arise out of actions relating to their duties to the Trust. However, based on experience, the Trust expects the risk of loss due to these representations, warranties and indemnities to be minimal.
30
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Note 3. Federal Tax Information
For the year ended November 30, 2006, permanent book and tax basis differences resulted primarily from differing treatments for discount accretion/premium amortization on debt securities, foreign currency transactions, market discount reclassification adjustments and paydowns.
The tax character of distributions paid during the year ended November 30, 2006 was as follows:
| | | |
| | November 30, 2006 |
Distributions paid from: | | |
Ordinary Income* | | $ | 7,530,157 |
* | For tax purposes short-term capital gains distributions, if any, are considered ordinary income distributions. |
As of November 30, 2006, the components of distributable earnings on a tax basis were as follows:
| | |
|
Undistributed Ordinary Income | | Net Unrealized Appreciation* |
$445,227 | | $1,402,091 |
* | The differences between book-basis and tax-basis net unrealized appreciation/depreciation are primarily due to deferral of loss from wash sales. |
Unrealized appreciation and depreciation at May 31, 2007, based on cost of investments for federal income tax purposes were:
| | | | |
| |
Unrealized appreciation | | $ | 3,590,467 | |
Unrealized depreciation | | | (3,304,465 | ) |
Net unrealized appreciation | | $ | 286,002 | |
The following capital loss carryforwards, determined as of November 30, 2006, may be available to reduce taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Internal Revenue Code:
| | |
|
Year of Expiration | | Capital Loss Carryforward |
2007 | | $ 49,924 |
2008 | | 5,857,135 |
2009 | | 5,692,253 |
2010 | | 7,020,484 |
2013 | | 333,261 |
2014 | | 1,436,435 |
| | |
Total | | $20,389,492 |
| | |
In June 2006, FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (the “Interpretation”) was issued, and is effective for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the SEC delayed the implementation of the Interpretation for regulated investment companies for an additional six months. This Interpretation prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return, and requires certain expanded disclosures. Management is evaluating the application of the Interpretation to the Trust, and has not at this time determined the impact, if any, resulting from the adoption of this Interpretation on the Trust’s financial statements.
Note 4. Fees and Compensation Paid to Affiliates
Investment Advisory Fee
Columbia Management Advisors, LLC (“Columbia”), an indirect, wholly-owned subsidiary of Bank of America
31
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
Corporation (“BOA”), was the investment advisor to the Trust and provided administrative and other services for the six months ended May 31, 2007. Columbia received a monthly investment advisory fee at the annual rate of 0.75% of the Trust’s average weekly net assets.
Pricing and Bookkeeping Fees
Effective December 15, 2006, the Trust entered into a Financial Reporting Services Agreement with State Street Bank & Trust Company (“State Street”) and Columbia (the “Financial Reporting Services Agreement”) pursuant to which State Street provides financial reporting services to the Trust. Also effective December 15, 2006, the Trust entered into an Accounting Services Agreement with State Street and Columbia (collectively with the Financial Reporting Services Agreement, the “State Street Agreements”) pursuant to which State Street provides accounting services to the Trust. Under the State Street Agreements, the Trust pays State Street an annual fee of $38,000 paid monthly. In addition, the Trust pays State Street a monthly fee based on an annualized percentage rate of average daily net assets of the Trust for the month. The aggregate fee may not exceed $140,000 per year (exclusive of out-of-pocket fees and charges). The Trust also reimbursed State Street for certain out-of-pocket expenses and charges.
Effective December 15, 2006, the Trust entered into a Pricing and Bookkeeping Oversight and Services Agreement (the “Services Agreement”) with Columbia. Under the Services Agreement, Columbia provides services related to Trust expenses and the requirements of the Sarbanes-Oxley Act of 2002, and provides oversight of the accounting and financial reporting services provided by State Street. Under the Services Agreement, the Trust reimburses Columbia for out-of-pocket expenses and direct internal costs relating to accounting oversight and for services relating to Trust expenses and the requirements of the Sarbanes-Oxley Act of 2002.
Prior to December 15, 2006, Columbia was responsible for providing pricing and bookkeeping services to the Trust under a pricing and bookkeeping agreement and was entitled to receive an annual fee at the same fee structure described above under the State Street Agreements. Under separate agreements between Columbia and State Street, Columbia delegated certain functions to State Street. As a result of the delegation, the total fees payable under the pricing and bookkeeping agreement (other than certain reimbursements paid to Columbia and discussed below) were paid to State Street. The Trust also reimbursed Columbia and State Street for out-of-pocket expenses and charges, including fees payable to third parties for pricing the Trust’s portfolio securities and direct internal costs incurred by Columbia in connection with providing fund accounting oversight and monitoring and certain other services.
For the six months ended May 31, 2007, the total amounts paid and payable to affiliates by the Trust under these arrangements were $12,191 and $1,518, respectively.
For the six months ended May 31, 2007, the annualized effective pricing and bookkeeping fee rate for the Trust, inclusive of out-of-pocket expenses, was 0.116% of the Trust’s average daily net assets.
Custody Credits
During the period covered by this report, the Trust had an agreement with its custodian bank under which custody fees were reduced by balance credits. These credits were recorded as a reduction of total expenses on the Statement of Operations. The Trust could have invested a portion of the assets utilized in connection with the expense offset arrangement in an income-producing asset if it had not entered into such an agreement.
Fees Paid to Officers and Trustees
All officers of the Trust during the period covered by this report were employees of Columbia or its affiliates and, with the exception of the Trust’s Chief Compliance Officer, received no compensation from the Trust. The Board of Trustees has appointed a Chief Compliance Officer to the Trust in accordance with federal securities regulations. The Trust, along with other funds managed by Columbia, pays a pro-rata share of the expenses associated with the Chief Compliance Officer. The Trust’s expenses for the Chief Compliance Officer may not exceed $15,000 per year.
The Trust’s former Trustees participated in a deferred compensation plan. Obligations of the plan will be paid solely out of the Trust’s assets.
Note 5. Portfolio Information
For the six months ended May 31, 2007, the cost of purchases and proceeds from sales of securities, excluding short-term obligations, were $28,576,798 and $30,062,446, respectively of
32
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
which $8,305,016 and $7,462,178, respectively, were U.S. Government securities.
Note 6. Disclosure of Significant Risks and Contingencies
Foreign Securities
There are certain additional risks involved when investing in foreign securities that are not inherent with investments in domestic securities. These risks may involve foreign currency exchange rate fluctuations, adverse political and economic developments and the possible prevention of currency exchange or other foreign governmental laws or restrictions. In addition, the liquidity of foreign securities may be more limited than that of domestic securities.
Investments in emerging market countries are subject to additional risk. The risk of foreign investments is typically increased in less developed countries. These countries are also more likely to experience high levels of inflation, deflation or currency devaluation which could hurt their economies and securities markets.
High-Yield Securities
Investing in high-yield securities may involve greater credit risk and considerations not typically associated with investing in U.S. Government bonds and other higher quality fixed income securities. These securities are non-investment grade securities, often referred to as “junk” bonds. Economic downturns may disrupt the high yield market and impair the ability of issuers to repay principal and interest. Also, an increase in interest rates would likely have an adverse impact on the value of such obligations. Moreover, high-yield securities may be less liquid to the extent that there is no established secondary market.
Sector Focus
The Trust may focus its investments in certain industries, subjecting it to greater risk than a fund that is less concentrated.
Legal Proceedings
On February 9, 2005, Columbia Management Advisors, Inc. (which has since merged into Banc of America Capital Management, LLC (now named Columbia Management Advisors, LLC)) (“Columbia”) and Columbia Funds Distributor, Inc. (which has been renamed Columbia Management Distributors, Inc.) (the “Distributor”) (collectively, the “Columbia Group”) entered into an Assurance of Discontinuance with the New York Attorney General (“NYAG”) (the “NYAG Settlement”) and consented to the entry of a cease-and-desist order by the Securities and Exchange Commission (“SEC”) (the “SEC Order”) on matters relating to mutual fund trading. The SEC Order and the NYAG Settlement are referred to collectively as the “Settlements”.
Under the terms of the SEC Order, the Columbia Group agreed, among other things, to: pay $70 million in disgorgement and $70 million in civil money penalties; cease and desist from violations of the antifraud provisions and certain other provisions of the federal securities laws; maintain certain compliance and ethics oversight structures; retain an independent consultant to review the Columbia Group’s applicable supervisory, compliance, control and other policies and procedures; and retain an independent distribution consultant (see below). The Columbia Funds have also voluntarily undertaken to implement certain governance measures designed to maintain the independence of their boards of trustees. The NYAG Settlement also, among other things, requires Columbia and its affiliates to reduce management fees for certain Columbia Funds (including the former Nations Funds) and other mutual funds collectively by $32 million per year for five years, for a projected total of $160 million in management fee reductions.
Pursuant to the procedures set forth in the SEC Order, the $140 million in settlement amounts described above will be distributed in accordance with a distribution plan that was developed by an independent distribution consultant and approved by the SEC on April 6, 2007.
A copy of the SEC Order is available on the SEC website at http://www.sec.gov. A copy of the NYAG Settlement is available as part of the Bank of America Corporation Form 8-K filing on February 10, 2005.
In connection with the events described above, various parties have filed suit against certain funds, the Trustees of the Columbia Funds, FleetBoston Financial Corporation and its affiliated entities and/or Bank of America and its affiliated entities.
On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred these cases and cases against other
33
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
mutual fund companies based on similar allegations to the United States District Court in Maryland for consolidated or coordinated pretrial proceedings (the “MDL”). Subsequently, additional related cases were transferred to the MDL. On September 29, 2004, the plaintiffs in the MDL filed amended and consolidated complaints. One of these amended complaints is a putative class action that includes claims under the federal securities laws and state common law, and that names Columbia, the Distributor, the Trustees of the Columbia Funds, Bank of America Corporation and others as defendants. Another of the amended complaints is a derivative action purportedly on behalf of the Columbia Funds that asserts claims under federal securities laws and state common law.
On February 25, 2005, Columbia and other defendants filed motions to dismiss the claims in the pending cases. On March 1, 2006, for reasons stated in the court’s memoranda dated November 3, 2005, the U.S. District Court for the District of Maryland granted in part and denied in part the defendants’ motions to dismiss. The court dismissed all of the class action claims pending against the Columbia Funds Trusts. As to Columbia and the Distributor, the claims under the Securities Act of 1933, the claims under Sections 34(b) and 36(a) of the Investment Company Act of 1940 (“ICA”) and the state law claims were dismissed. The claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and claims under Section 36(b) of the ICA were not dismissed.
On March 21, 2005, a purported class action was filed in Massachusetts state court alleging that certain conduct, including market timing, entitled Class B shareholders in certain Columbia funds to an exemption from contingent deferred sales charges upon early redemption (“the CDSC Lawsuit”). The CDSC Lawsuit was removed to federal court in Massachusetts and the federal Judicial Panel transferred the CDSC Lawsuit to the MDL.
On April 4, 2006, the plaintiffs and the Columbia defendants named in the MDL, including the Columbia Funds, entered into a term sheet containing the principal terms of a stipulation of settlement that would settle all Columbia-related claims in the MDL described above, including the CDSC Lawsuit. On April 6, 2006, the U.S. District Court for the District of Maryland stayed all actions with respect to these Columbia-related claims. The settlement is subject to court approval.
In 2004, the Columbia Funds’ adviser and distributor and certain affiliated entities and individuals were named as defendants in certain purported shareholder class and derivative actions making claims, including claims under the Investment Company and the Investment Advisers Acts of 1940 and state law. Certain Columbia Funds were named as nominal defendants. The suits allege, inter alia, that the fees and expenses paid by the funds are excessive and that the advisers and their affiliates inappropriately used fund assets to distribute the funds and for other improper purposes. On March 2, 2005, the actions were consolidated in the Massachusetts federal court as In re Columbia Entities Litigation. The plaintiffs filed a consolidated amended complaint on June 9, 2005. On November 30, 2005, the judge dismissed all claims by plaintiffs and entered final judgment in favor of the defendants. The plaintiffs appealed to the United States Court of Appeals for the First Circuit on December 30, 2005. A stipulation and settlement agreement dated January 19, 2007 was filed in the First Circuit on February 14, 2007, with a joint stipulation of dismissal and motion for remand to obtain district court approval of the settlement. That joint motion was granted and the appeal was dismissed. On March 6, 2007, the case was remanded to the District Court. On May 11, 2007, the District Court entered a preliminary approval order which granted preliminary approval of the settlement. A final settlement hearing, at which the District Court will determine whether the proposed settlement should be finally approved and the action dismissed on the merits with prejudice, is scheduled for September 18, 2007. The terms of the settlement, if finally approved, will require payments by the funds’ adviser and/or its affiliates, including payment of plaintiffs’ attorneys’ fees and notice to class members. In the event that the settlement is not finally approved, the plaintiffs may elect to go forward with their appeal and no opinion is expressed regarding the likely outcome or financial impact of such an appeal on any fund.
Note 7. Subsequent Event
On April 10, 2007, Columbia entered into an asset purchase agreement with Massachusetts Financial Services Company, Inc. (“MFS”) to sell certain assets used in Columbia’s business of managing the Trust to MFS (such transaction, the “Sale”). At the annual meeting of the shareholders of the Trust held in June 2007, the shareholders, among other
34
Colonial InterMarket Income Trust I
May 31, 2007 (Unaudited)
things, approved a new advisory agreement between MFS and the Trust and elected twelve new Trustees. Upon the closing of the Sale on June 29, 2007 (the “Closing”), the existing advisory agreement between Columbia and the Trust was terminated, the Trust was removed from the existing service agreements among the Trust, Columbia and certain affiliated funds, and new agreements between: (a) MFS and the Trust (for investment advisory and administrative services); (b) State Street Bank and the Trust (for custody, fund accounting and securities lending services); and (c) Computershare, Trust Company, N.A. and the Trust (for transfer agency services) became effective. Also upon the Closing: (i) the Trust changed its name to MFS InterMarket Income Trust I; and (ii) the then-serving Trustees and officers of the Trust resigned and the newly elected Trustees and newly appointed officers took office. On June 29, 2007, PricewaterhouseCoopers LLP (“PwC”) resigned as the independent registered public accounting firm for the Trust. During the two most recent fiscal years, PwC’s audit reports contained no adverse opinion or disclaimer of opinion; nor were its reports qualified or modified as to uncertainty, audit scope, or accounting principles. Further, in connection with its audits for the two most recent fiscal years and through June 29, 2007, there were no disagreements between the Trust and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreement in its report on the financial statements for such years. Effective June 29, 2007, Ernst & Young LLP was appointed by the audit committee of the Board of Trustees as the independent registered public accounting firm of the Trust for the fiscal year ended November 30, 2007.
35
Dividend Reinvestment Plan
Colonial InterMarket Income Trust I
Pursuant to the Trust’s Dividend Reinvestment Plan (the “Plan”), all shareholders whose shares are registered in their own names will have all distributions reinvested automatically in additional shares of the Trust by Computershare (the “Plan Agent”) unless a shareholder elects to receive cash. Shareholders whose shares are held in the name of a broker or nominee will have distributions reinvested automatically by the broker or nominee in additional shares under the Plan, unless the service is not provided by the broker or the nominee or the shareholder elects to receive distributions in cash. If the service is not available, such distributions will be paid in cash. Shareholders whose shares are held in the name of a broker or nominee should contact the broker or nominee for details. All distributions to shareholders who elect not to participate in the Plan will be paid by check mailed directly to the shareholder of record on the record date therefore by the Plan Agent as the dividend disbursing agent.
Non-participants in the Plan will receive distributions in cash. Distributions payable to participants in the Plan will be applied by the Plan Agent, acting as agent for Plan participants, to the purchase of shares of the Trust. Such shares will be purchased by the Plan Agent at the then current market price of such shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts.
Participants in the Plan may withdraw from the Plan upon written notice to the Plan Agent. When a participant withdraws from the Plan or upon termination of the Plan as provided below, certificates for whole shares credited to the participant’s account under the Plan will be issued and a cash payment will be made for any fraction of a share credited to such account. A shareholder’s notice of election to withdraw from the Plan must be received by the Plan Agent before the record date for a dividend in order to be given effect with respect to that dividend.
In the case of shareholders such as banks, brokers or nominees holding shares for others who are the beneficial owners of those shares, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the shareholder of record as representing the total amount registered in such shareholder’s name and held for the account of beneficial owners who are to participate in the Plan.
There is no charge to Plan participants for reinvesting distributions. The Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by the Trust. Each participant in the Plan will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of distributions. Purchase orders from the participants in the Plan may be combined with those of other participants and the price paid by any particular participant may be the average of the price paid on various orders executed on behalf of groups of participants in the Plan.
The automatic reinvestment of distributions will not relieve participants of any income tax that may be payable on such dividends or distributions.
The Plan may be amended or terminated on 30 days’ written notice to the Plan participants. Contact the Plan Agent for additional information regarding the Plan. All correspondence concerning the Plan should be directed to Computershare Trust Company N.A. by mail at P.O. Box 403011, Providence, RI 02940-3011, or by phone at 1-800-637-2304.
36
Board Consideration and Approval of Investment Advisory Agreement
On April 10, 2007, Columbia Management Advisors, LLC (“Columbia”) entered into an asset purchase agreement with Massachusetts Financial Services Company, Inc. (“MFS”) to sell certain assets used in Columbia’s business of managing the Trust and the other closed-end funds managed by Columbia (the “Colonial Closed-End Funds”) to MFS (such transaction, the “Sale”). Upon the closing of the transaction (the “Closing”) on June 29, 2007, MFS became the investment adviser to the Trust. Because the then-existing investment advisory agreements (the “Previous Advisory Agreements”) were to terminate upon the Closing, shareholder approval of new investment advisory agreements with MFS (“New Advisory Agreements”) was required. Shareholders of each Colonial Closed-End Fund approved the New Advisory Agreements at the annual meeting of shareholders.
The Advisory Fees and Expenses Committee of the Board reviewed each of the New Advisory Agreements and determined to recommend that the full Board approve those agreements.
The Board received and reviewed, in advance of their meeting on April 10, 2007, all materials that they, their legal counsel or MFS, the Colonial Closed-End Funds’ proposed investment adviser, believed to be reasonably necessary for the Board to evaluate and to determine whether to approve the New Advisory Agreements. Those materials included, among other items, (i) information on the investment performance of funds advised by MFS relative to the performance of peer groups and performance benchmarks, (ii) information on each Colonial Closed-End Fund’s anticipated investment advisory fees and other expenses, including, for certain of the Colonial Closed-End Funds, information about anticipated expense caps and fee waivers, (iii) information about the anticipated profitability of the New Advisory Agreements to MFS, and potential “fall-out” or ancillary benefits that MFS and its affiliates may receive as a result of their relationships with the Colonial Closed-End Funds and (iv) additional information provided by MFS in response to a request of independent legal counsel to the Independent Trustees. The Board also met with representatives of MFS and considered other information such as (v) MFS’ financial condition, (vi) each Colonial Closed-End Fund’s investment objective and strategies and the size, education and experience of the portfolio management staff MFS proposes to manage the Colonial Closed-End Funds, (vii) the anticipated use by MFS of “soft” commission dollars to pay for research products and services, and (viii) MFS’ resources to be devoted to the Colonial Closed-End Funds’ investment policies and restrictions, and MFS’ policies on personal securities transactions and other compliance policies.
The Board had the opportunity to ask questions of, and to request additional materials from, MFS and to consult in executive session with independent legal counsel to the Independent Trustees.
In considering whether to approve the New Advisory Agreements, the Board, including the Independent Trustees, did not identify any single factor as determinative, and each trustee weighed various factors as he or she deemed appropriate. The Board considered the following matters in connection with their approval of the New Advisory Agreements:
The nature, extent and quality of the services to be provided to the Colonial Closed-End Funds under the New Advisory Agreements. The Board considered the nature, extent and quality of the services to be provided by MFS and its affiliates to the Colonial Closed-End Funds and the resources to be dedicated to the Colonial Closed-End Funds by MFS and its affiliates. Among other things, the Board considered (i) MFS’s ability, including its resources, reputation and other attributes, to attract and retain highly qualified research, investment advisory and supervisory investment professionals; (ii) the portfolio management services to be provided by those investment professionals; and (iii) that the services to be provided under the New Advisory Agreements and a new administrative services agreement with MFS (the “Administrative Services Agreement”) were comparable to the services provided under the Current Advisory Agreements and other administrative agreements. After reviewing the above and related factors, the Board concluded, within the context of its overall conclusions regarding the New Advisory Agreements, that the nature, extent and quality of services provided supported the approval of each of the New Advisory Agreements.
Investment performance of funds advised by MFS. The Board reviewed information about the performance of various funds advised by MFS over various time periods, including information prepared by MFS showing that the performance of such funds generally compared favorably to the performance of peer groups and performance benchmarks. The Board also considered MFS’ reputation generally and
37
MFS’ commitment to the business of managing closed-end funds, including its experience managing the six closed-end funds currently managed by MFS. After reviewing the above and related factors, the Board concluded, within the context of its overall conclusions regarding each New Advisory Agreement, that the performance of MFS was sufficient, in light of other considerations, to warrant the approval of each of the New Advisory Agreements.
The costs of the services to be provided and the profits to be realized by MFS and its affiliates from their relationships with the Colonial Closed-End Funds. The Board considered the fees to be charged to the Colonial Closed-End Funds for investment advisory services as well as the anticipated total expense levels of the Colonial Closed-End Funds. The Board considered information about the investment advisory fees charged by MFS to a closed-end fund, which were comparable to, and to institutional clients, which were generally lower than, the investment advisory fees under the New Advisory Agreements, and the scope of services provided to such clients relative to the scope of services to be provided under the New Advisory Agreements. In evaluating each Colonial Closed-End Fund’s anticipated investment advisory fees, the Board took into account the fact that the investment advisory fee rates included in the New Advisory Agreements were the same as those included in the Current Advisory Agreements. The Board also took into account the demands and complexity of the investment management of the Trust. The Board considered the expense reductions that MFS anticipated would result from the shift to the group of service providers currently employed for transfer agency, fund accounting and custody services by funds advised by MFS.
The Board also considered the compensation to be received directly or indirectly by MFS and its affiliates from their relationships with the Colonial Closed-End Funds. The Board reviewed information provided by MFS regarding the estimated profitability to MFS and its affiliates of their relationships with the Colonial Closed-End Funds, and information about the allocation of expenses used to calculate profitability. When reviewing profitability, the Board also considered court cases in which investment adviser profitability was an issue in whole or in part, the performance of funds advised by MFS, the anticipated expense levels of the Colonial Closed-End Funds and the extent to which MFS would implement expense caps for the Colonial Closed-End Funds. After reviewing the foregoing and related factors, the Board concluded, within the context of its overall conclusions regarding each of the New Advisory Agreements, that the investment advisory fees to be charged to each Colonial Closed-End Fund were fair and reasonable, and that the anticipated costs of the investment advisory services generally, and the related anticipated profitability to MFS and its affiliates of their relationships with the Colonial Closed-End Funds, supported the approval of the New Advisory Agreements.
Economies of Scale. The Board considered the potential existence of economies of scale in the provision of services by MFS to each Colonial Closed-End Fund and whether those economies would be shared with the Colonial Closed-End Fund through breakpoints in the investment advisory fees or other means, such as expense caps. The Board noted that several of the Colonial Closed-End Funds benefited from fee waivers, expense caps or both prior to the Sale, and that those Colonial Closed-End Funds were expected to continue to so benefit. In considering the issues above, the Board also took note of the expected profitability to MFS and its affiliates of their proposed relationships with the Colonial Closed-End Funds, as discussed above. After reviewing the above and related factors, the Board concluded, within the context of its overall conclusions regarding each of the New Advisory Agreements, that the extent to which economies of scale were expected to be shared with the Colonial Closed-End Funds supported the approval of each of the New Advisory Agreements.
Other Factors. The Board also considered other factors, which included but were not limited to the following:
n | | the compliance programs of MFS and the compliance-related resources that MFS and its affiliates would provide to the Colonial Closed-End Funds. |
n | | the nature, quality, estimated cost and extent of administrative and shareholder services to be performed by MFS and its affiliates, both under the New Advisory Agreements and under separate agreements for the provision of administrative services. |
n | | so-called “fall-out benefits” to MFS, such as the engagement of its affiliates to provide services to the Colonial Closed-End Funds, as well as possible conflicts of interest associated with those fall-out and other benefits. |
Based on its evaluation of all factors that it deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Board, including all of the Independent Trustees, approved each of the New Advisory Agreements.
38
Shareholder Meeting Results
Results of the Annual Meeting of Shareholders
On June 22, 2007, the Annual Meeting of Shareholders of the Trust (the “Meeting”) was held to consider the following proposals: (i) the approval of a new investment advisory agreement with Massachusetts Financial Services Company, Inc. (“MFS”); (ii) the election of trustees to take office after the Closing; and (iii) the re-election of current trustees whose term of office was to expire in 2007. The Meeting was adjourned until June 27, 2007 and further adjourned until June 28, 2007 with respect to the proposals relating to the new investment advisory agreement with MFS and the amended and restated declaration of trust. On April 10, 2007, the record date for the Meeting, the Trust had 11,009,000 common shares outstanding. The votes cast were as follows:
Approval of New Investment Advisory Agreement with MFS
The shareholders approved the proposed investment advisory agreement as follows:
| | | | | | |
| | | | |
For | | Against | | Abstain | | Non-Votes |
5,312,213 | | 810,819 | | 360,185 | | 1,373,553 |
Approval of an Amended and Restated Declaration of Trust
The proposed amended and restated Declaration of Trust failed to receive shareholder approval, as follows:
| | | | | | |
| | | | |
For | | Against | | Abstain | | Non-Votes |
5,294,008 | | 822,370 | | 366,838 | | 1,373,553 |
Election of Trustees to Take Office upon the Closing
The shareholders elected the following Trustees whose term of office commenced upon the Closing:
| | | | |
| | |
| | For | | Withheld |
Robert E. Butler | | 6,698,461 | | 941,883 |
Lawrence H. Cohn | | 6,692,311 | | 948,033 |
David H. Gunning | | 6,701,211 | | 939,133 |
William R. Gutow | | 6,696,461 | | 943,883 |
Michael Hegarty | | 6,703,011 | | 937,333 |
Robert J. Manning | | 6,700,511 | | 939,833 |
Lawrence T. Perera | | 6,690,066 | | 950,278 |
Robert C. Pozen | | 6,694,429 | | 945,915 |
Dale Sherratt | | 6,696,561 | | 943,783 |
Robert W. Uek | | 6,697,726 | | 942,618 |
J. Atwood Ives | | 6,696,316 | | 944,028 |
Laurie J. Thomsen | | 6,701,167 | | 939,177 |
The twelve Trustees elected under this proposal took office on June 29, 2007.
Re-Election of Trustees
The shareholders re-elected the following Trustees whose term of office was to expire in 2007:
| | | | |
| | |
| | For | | Withheld |
John J. Neuhauser | | 6,700,819 | | 939,525 |
Thomas C. Theobald | | 6,692,369 | | 947,975 |
Anne-Lee Verville | | 6,702,519 | | 937,825 |
The terms of office of Douglas A. Hacker, Janet Langford Kelly, Richard W. Lowry, Charles R. Nelson, William E. Mayer, Patrick J. Simpson and Thomas E. Stitzel continued after the Meeting. Each of the Trustees in office prior to the Closing resigned on June 29, 2007.
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Important Information About This Report
Colonial InterMarket Income Trust I
Transfer Agent
Computershare Trust Company N.A.
P.O. Box 43010
Providence, RI 02940-3010
The trust mails one shareholder report to each shareholder address. Shareholders can order additional reports by calling 1-800-637-2304. In addition, representatives at that number can provide shareholders information about the trust.
A description of the trust’s proxy voting policies and procedures is available (i) at www.mfs.com (in the proxy voting section); (ii) on the Securities and Exchange Commission’s website at www.sec.gov, and (iii) without charge, upon request, by calling 1-800-637-2304. Information regarding how the trust voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007 is available from the SEC’s website. Information regarding how the trust voted proxies relating to portfolio securities is also available at www.mfs.com.
The trust files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The trust’s Form N-Q is available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Annual Certifications — As required, on June 26, 2007, the trust submitted to the New York Stock Exchange (“NYSE”) the annual certification of the trust’s Chief Executive Officer certifying that he is not aware of any violation of the NYSE’s Corporate Governance listing standards. The trust also has included the certifications of the trust’s Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to the trust’s Form N-CSR filed with the Securities and Exchange Commission for the annual period.
This report has been prepared for shareholders of Colonial InterMarket Income Trust I.
Please consider the investment objectives, risks, charges and expenses for the trust carefully before investing.
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ITEM 2. CODE OF ETHICS.
Subsequent to the period covered by this report, on June 29, 2007, the Registrant amended and restated its Code of Ethics (the “Code”) as that term is defined in paragraph (b) of Item 2 of Form N-CSR. A copy of the amended and restated Code of Ethics is filed as an exhibit to this Form N-CSR.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable for semi-annual reports.
ITEM 6. SCHEDULE OF INVESTMENTS
A schedule of investments for the Registrant is included as part of the report to shareholders under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable for semi-annual reports.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
General. Information regarding the portfolio manager(s) of the MFS Intermarket Income Trust I (the “Fund”) is set forth below.
| | | | | | |
Portfolio Manager | | Primary Role | | Since | | Title and Five Year History |
James J. Calmas | | Portfolio Manager | | June 29, 2007 | | Investment Officer of MFS; employed in the investment management area of MFS since 1988 |
Compensation. 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 (generally below 33%) than incentive compensation. |
| • | | Performance Bonus – Generally, incentive compensation represents a majority of portfolio manager total cash compensation. The performance bonus is based on a combination of quantitative and qualitative factors, with more weight given to the former (generally over 60%) and less weight given to the latter. |
| • | | The quantitative portion is based on pre-tax performance of all of the accounts managed by the portfolio manager (which includes the Fund and any other accounts managed by the portfolio manager) over a one-, three- and five-year period relative to the appropriate Lipper peer group universe and/or one or more benchmark indices with respect to each account. Primary weight is given to portfolio performance over a three-year time period with lesser consideration given to portfolio performance over one- and five-year periods (adjusted as appropriate if the portfolio manager has served for shorter periods). |
| • | | 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). |
Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests and/or options to acquire equity interests in MFS or its parent company 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 are provided with a benefits package including a defined contribution plan, health coverage and other insurance, which are available to other employees of MFS on substantially similar terms. 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 as of June 29, 2007. 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 |
James J. Calmas | | N |
Other Accounts. In addition to the Fund, the Fund’s portfolio manager is responsible (either individually or jointly) for the day-to-day management of certain other accounts, the number and total assets of which as of June 29, 2007 were as follows:
| | | | | | | | | | | | | | | |
| | 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 |
James J. Calmas | | 7 | | $ | 2.6 billion | | 4 | | $ | 580.5 million | | 2 | | $ | 618.8 million |
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) may give rise to potential 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 may be 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 funds or accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely impact 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. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. In most cases, however, MFS believes that the Fund’s ability to participate in volume transactions will produce better executions for the Fund.
MFS does not receive a performance fee for its management of the Fund. As a result, 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 fee.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
MFS Intermarket Income Trust I
Registrant Purchases of Equity Securities*
| | | | | | | | | |
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 of Shares that May Yet Be Purchased Under the Plans or Programs |
12/1/06 –12/31/06 | | 6,198 | | $ | 8.47 | | 6,198 | | N/A |
1/1/07 – 1/31/07 | | 7,650 | | $ | 8.48 | | 7,650 | | N/A |
2/1/07 – 2/28/07 | | 6,607 | | $ | 8.41 | | 6,607 | | N/A |
3/1/07 – 3/31/07 | | 6,675 | | $ | 8.45 | | 6,675 | | N/A |
4/1/07 – 4/30/07 | | 6,812 | | $ | 8.41 | | 6,812 | | N/A |
5/1/07 – 5/31/07 | | 6,758 | | $ | 8.61 | | 6,758 | | N/A |
| | | | | | | | | |
Total | | 40,700 | | $ | 8.47 | | 40,700 | | N/A |
| | | | | | | | | |
* | Includes shares purchased by the Dividend Reinvestment Agent pursuant to the Registrant’s Dividend Reinvestment Plan. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Board of Trustees of the Registrant has adopted procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board. Effective June 29, 2007, shareholders may mail written recommendations to MFS Intermarket Income Trust I, Massachusetts Financial Services Company, 500 Boylston Street, Boston, MA 02116, Attention: Mark Polebaum, Secretary of the Trust. Shareholder communications must be in writing and be signed by the shareholder and identify the Registrant to which they relate. Such recommendations must be accompanied by the
candidate’s biographical and occupational data (including whether the candidate would be an “interested person” of the Registrant), a written consent of the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect to the Registrant and a description of any arrangements or understandings regarding recommendation of the candidate for consideration.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this 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 Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. Subsequent to the period covered by this report, on June 29, 2007, Massachusetts Financial Services Company (“MFS”) became the investment adviser and fund administrator to the Registrant. As a result of MFS’ appointment as investment adviser and fund administrator to the Registrant, the Registrant amended its internal controls over financial reporting to utilize the internal controls over financial reporting utilized by other investment management companies for which MFS provides investment advisory and fund administration services. Therefore, the internal controls over financial reporting of the Registrant prior to June 29, 2007 may materially differ from those currently utilized for the Registrant.
ITEM 12. EXHIBITS.
(a) | File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. |
| (1) | Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto. |
| (2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2): Attached hereto. |
| (4) | Letter to the Securities and Exchange Commission from PricewaterhouseCoopers LLP (“PWC”) stating whether PWC agrees with the statements made by the Registrant in the Registrant’s Form N-SAR for the period ended May 31, 2007. 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. |
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 INTERMARKET INCOME TRUST I
| | | | |
| | |
By (Signature and Title)* | | MARIA F. DWYER | | |
| | Maria F. Dwyer, President | | |
Date: July 23, 2007
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)* | | MARIA F. DWYER | | |
| | Maria F. Dwyer, President (Principal Executive Officer) | | |
Date: July 23, 2007
| | | | |
By (Signature and Title)* | | TRACY ATKINSON | | |
| | Tracy Atkinson, Treasurer (Principal Financial Officer and Accounting Officer) | | |
Date: July 23, 2007
* | Print name and title of each signing officer under his or her signature. |