N-CSR 1 d26306dncsr.htm MFS MULTIMARKET INCOME TRUST N-CSR MFS MULTIMARKET INCOME TRUST N-CSR
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04975

MFS MULTIMARKET INCOME TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2020


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ITEM 1.

REPORTS TO STOCKHOLDERS.


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Annual Report

October 31, 2020

 

LOGO

 

MFS® Multimarket Income Trust

 

LOGO

 

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

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

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

 

MMT-ANN

 


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MANAGED DISTRIBUTION POLICY DISCLOSURE

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

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

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


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MFS® Multimarket Income Trust

New York Stock Exchange Symbol: MMT

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Investment objective, principal investment strategies, principal investment types and principal risks     9  
Effects of leverage     18  
Portfolio managers’ profiles .     19  
Dividend reinvestment and cash purchase plan     20  
Portfolio of investments     21  
Statement of assets and liabilities     49  
Statement of operations     50  
Statements of changes in net assets     51  
Statement of cash flows     52  
Financial highlights     53  
Notes to financial statements     55  
Report of independent registered public accounting firm     71  
Results of shareholder meeting     73  
Trustees and officers     74  
Board review of investment advisory agreement     79  
Proxy voting policies and information     83  
Quarterly portfolio disclosure     83  
Further information     83  
Information about fund contracts and legal claims     83  
Federal tax information     83  
MFS® privacy notice     84  
Contact information     back cover  

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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LOGO

 

LETTER FROM THE EXECUTIVE CHAIR

 

Dear Shareholders:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year, though

optimism over the development of vaccines and therapeutics later brightened the economic and market outlook. However, a great deal of uncertainty remains as case counts in the United States and Europe remain very high and it is still unclear when a vaccine will become widely available. In the United States, political uncertainty eased after former Vice President Joe Biden was projected the winner of the presidential election, though whether his party also gains control of Congress will not be known until two Senate runoff elections in Georgia in early January.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and

governments are deploying unprecedented levels of fiscal support, though in the U.S. some of those measures were allowed to lapse at the end of July as negotiators found themselves at an impasse over the scope of additional funding. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

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

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

December 16, 2020

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

 

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PORTFOLIO COMPOSITION

 

Portfolio structure at value (v)

 

LOGO

 

Fixed income sectors (i)  
High Yield Corporates     61.6%  
Investment Grade Corporates     29.5%  
Emerging Markets Bonds     25.6%  
Commercial Mortgage-Backed Securities     1.4%  
Collateralized Debt Obligations     1.2%  
Asset-Backed Securities     0.8%  
Municipal Bonds     0.7%  
Mortgage-Backed Securities     0.5%  
Floating Rate Loans     0.3%  
U.S. Treasury Securities     (11.5)%  
Non-U.S. Government Bonds     (12.0)%  
Portfolio facts (i)  
Average Duration (d)     5.5  
Average Effective Maturity (m)     6.8 yrs.  

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

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

 

AAA     2.3%  
AA     4.4%  
A     10.5%  
BBB     30.7%  
BB     38.6%  
B     24.5%  
CCC     10.4%  
C     0.1%  
D     0.1%  
U.S. Government     1.3%  
Federal Agencies     0.5%  
Not Rated     (25.3)%  
Non-Fixed Income     1.4%  
Cash & Cash Equivalents
(Less Liabilities)
    (25.9)%  
Other     26.4%  
 

 

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Portfolio Composition – continued

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

(d)

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

(i)

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

(m)

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

(v)

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

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

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

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

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

Percentages are based on net assets as of October 31, 2020.

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

 

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MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2020, shares of the MFS Multimarket Income Trust (fund) provided a total return of 5.69%, at net asset value, and a total return of 2.77%, at market value. This compares with a return of 3.42% for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index. Over the same period, the fund’s other benchmark, the MFS Multimarket Income Trust Blended Index (Blended Index), generated a return of 4.05%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

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

Market Environment

Markets experienced an extraordinarily sharp selloff and, in many cases, an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and when vaccines or medicines will become available to prevent or treat it.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in policy rates remaining at low levels for a longer period. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in a price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the United States also decreasing

 

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Management Review – continued

 

production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have, in many cases, halted share repurchases and cut dividends, while some firms have been forced to recapitalize.

Factors Affecting Performance

Relative to the Blended Index, the fund’s bond selection within the “BB” rated (r) credit quality segment held back relative performance.

Conversely, in terms of allocation, the fund’s greater-than-benchmark exposure to the industrials and government-related local authorities sectors contributed to performance. The fund’s exposure to credit options, particularly to the Markit iTraxx Crossover Index Option, aided relative performance as bond spreads widened in March. The fund’s exposure to the commercial mortgage backed securities (CMBS) sector also helped in relative terms. Strong bond selection within both the industrials and government-related sovereign sectors, particularly within “CCC” and “B” rated bonds, was another source of relative strength. Additionally, the combination of the fund’s longer duration (d) stance and its positioning along the yield curve (y) further supported relative results.

The fund employs leverage and, to the extent that investments are purchased through the use of leverage, the fund’s net asset value may increase or decrease at a greater rate than a comparable unleveraged fund. During the reporting period, the use of leverage was a positive contributor to relative performance.

Respectfully,

Portfolio Manager(s)

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

Note to Shareholders: Effective June 30, 2021, Robert Persons will no longer be a Portfolio Manager of the Fund.

 

(d)

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

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 Rating Agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.

 

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Management Review – continued

 

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

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

 

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PERFORMANCE SUMMARY THROUGH 10/31/20

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

Price Summary for MFS Multimarket Income Trust

                 Date        Price     
 

 

Year Ended 10/31/20

     Net Asset Value      10/31/20        $6.19  
            10/31/19        $6.38  
     New York Stock Exchange Price      10/31/20        $5.67  
            1/24/20  (high) (t)       $6.37  
            3/18/20  (low) (t)       $4.03  
              10/31/19        $6.01    

Total Returns vs Benchmark(s)

 

         

 

Year Ended 10/31/20

     MFS Multimarket Income Trust at       
    

New York Stock Exchange Price (r)

       2.77%    
    

Net Asset Value (r)

       5.69%    
     Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)         3.42%    
     MFS Multimarket Income Trust Blended Index (f)(w)        4.05%    
     Bloomberg Barclays Global Aggregate Credit Index (f)        6.23%    
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)        5.76%    
 
         JPMorgan Emerging Markets Bond Index Global (f)        1.97%      

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period November 1, 2019 through October 31, 2020.

 

(w)

As of October 31, 2020, the MFS Multimarket Income Trust Blended Index (a custom index) was comprised of 50% Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 20% JPMorgan Emerging Markets Bond Index Global, 20% Bloomberg Barclays Global Aggregate Credit Index, and 10% Bloomberg Barclays U.S. Government/Mortgage Bond Index.

 

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Performance Summary – continued

 

Benchmark Definition(s)

Bloomberg Barclays Global Aggregate Credit Index (a) – a subset of the Global Aggregate Index, and contains investment grade credit securities from the U.S. Aggregate, Pan-European Aggregate, Asian-Pacific Aggregate, Eurodollar, 144A, and Euro-Yen indices. Credit securities are publicly issued corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity and quality requirements.

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

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

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

It is not possible to invest directly in an index.

 

(a)

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

Notes to Performance Summary

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

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

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

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

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

 

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INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES, PRINCIPAL INVESTMENT TYPES AND PRINCIPAL RISKS

Investment Objective

The fund’s investment objective is to seek high current income, but may also consider capital appreciation. The fund’s objective may be changed without shareholder approval.

Principal Investment Strategies

The fund normally invests at least 80% of its net assets in fixed income securities. This policy may not be changed without shareholder approval.

MFS (Massachusetts Financial Services Company, the fund’s investment adviser) considers debt instruments of all types to be fixed income securities.

MFS normally invests the fund’s assets in corporate bonds of U.S. and/or foreign issuers, U.S. Government securities, foreign government securities, mortgage-backed securities and other securitized instruments of U.S. and foreign issuers, and/or debt instruments of issuers located in emerging market countries. MFS allocates the fund’s assets across these categories with a view toward broad diversification across and within these categories. MFS may also invest the fund’s assets in equity securities.

MFS may invest up to 100% of the fund’s assets in below investment grade quality debt instruments.

MFS normally invests the fund’s assets across different industries, sectors, countries, and regions, but MFS may invest a significant percentage of the fund’s assets in issuers in a single industry, sector, country, or region.

The fund seeks to make a monthly distribution at an annual fixed rate of 8.00% of the fund’s average monthly net asset value.

While MFS may use derivatives for any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments.

MFS uses an active bottom-up investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual issuers and/or instruments in light of the issuer’s financial condition and market, economic, political, and regulatory conditions. Factors considered for debt instruments may include the instrument’s credit quality, collateral characteristics, and indenture provisions, and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. Factors considered for equity securities may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment analysis. Quantitative screening tools that systematically evaluate the structure of a debt instrument and its features or the valuation, price and earnings momentum, earnings quality, and other factors of the issuer of an equity security may also be considered.

 

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Investment Objective, Principal Investment Strategies, Principal Investment Types and Principal Risks – continued

 

The fund may use leverage by borrowing up to 33 1/3% of the fund’s assets, including borrowings for investment purposes, and investing the proceeds pursuant to its investment strategies. If approved by the fund’s Board of Trustees, the fund may use leverage by other methods.

MFS may engage in active and frequent trading in pursuing the fund’s principal investment strategies.

In response to market, economic, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for defensive purposes.

Principal Investment Types

The principal investment types in which the fund may invest are:

Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.

Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.

U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include mortgage-backed securities and other types of securitized instruments guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity.

Foreign Government Securities: Foreign government securities are debt instruments issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies, foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated

 

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Investment Objective, Principal Investment Strategies, Principal Investment Types and Principal Risks – continued

 

for the purpose of restructuring outstanding foreign government securities. Foreign government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government.

Securitized Instruments: Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying assets. Underlying assets include residential and commercial mortgages, debt instruments, loans, leases, and receivables. Securitized instruments are issued by trusts or other special purpose entities that hold the underlying assets. Certain securitized instruments offer multiple classes that differ in terms of their priority to receive principal and/or interest payments under the terms of the instrument. Securitized instruments include mortgage-backed securities, collateralized debt obligations, and other asset-backed securities. Certain mortgage-backed securities are issued on a delayed delivery or forward commitment basis where payment and delivery take place at a future date.

Equity Securities: Equity securities represent an ownership interest, or the right to acquire an ownership interest, in a company or other issuer. Different types of equity securities provide different voting and dividend rights and priorities in the event of bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, securities convertible into stocks, equity interests in real estate investment trusts (REITs), and depositary receipts for such securities.

Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives often involve a counterparty to the transaction. Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.

Principal Risks

The share price of the fund will change daily based on changes in market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The significance of any specific risk to an investment in the fund will vary over time depending on the composition of the fund’s portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to the fund.

The principal risks of investing in the fund are:

Investment Selection Risk: MFS’ investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, MFS or the fund’s other service providers may experience disruptions or operating errors that could negatively impact the fund.

 

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Debt Market Risk: Debt markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or debt markets generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.

Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates fall. Interest rate risk is generally greater for instruments with longer maturities, or that do not pay current interest. In addition, short-term and long-term interest rates, and interest rates in different countries, do not necessarily move in the same direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. Instruments with floating interest rates can be less sensitive to interest rate changes. The price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative return if held to maturity. Changes in government and/or central bank monetary policy may affect the level of interest rates.

Credit Risk: The price of a debt instrument depends, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument’s credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the financial condition of the issuer or borrower. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction. For other types of debt instruments, including securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.

Below investment grade quality debt instruments can involve a substantially greater risk of default or can already be in default, and their values can decline significantly over short periods of time. Below investment grade quality debt instruments are regarded as

 

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having predominantly speculative characteristics with respect to capacity to pay interest and principal. Below investment grade quality debt instruments tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The market for below investment grade quality debt instruments can be less liquid, especially during periods of recession or general market decline.

Foreign Risk: Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security suspensions, entering or exiting trade or other intergovernmental agreements, or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. In the event of nationalization, expropriation, or other confiscation, the fund could lose its entire foreign investment in a particular country. Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory, accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries, and can be particularly difficult against foreign governments. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries as well as affect the U.S. dollar value of foreign currency investments and investments denominated in foreign currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those tied economically to emerging and frontier markets (emerging markets that are early in their development), more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions than the U.S. market.

Emerging Markets Risk: Investments tied economically to emerging markets, especially frontier markets, can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets typically have less developed economies and markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, less trading volume, less stringent investor protection and disclosure standards, and more government involvement in the economy than developed countries. Emerging markets can also be subject to greater political, social, geopolitical, and economic instability and more susceptible to environmental problems. In addition, many emerging market countries with less established health care systems have experienced outbreaks of pandemics or contagious diseases from time to time. These factors can make emerging market investments more volatile and less liquid than investments in developed markets.

 

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Currency Risk: Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries. In addition, a decline in the value of a foreign currency relative to the U.S. dollar reduces the value of the foreign currency and investments denominated in that currency. In addition, the use of foreign exchange contracts to reduce foreign currency exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. The value of foreign currencies relative to the U.S. dollar fluctuates in response to, among other factors, interest rate changes, intervention (or failure to intervene) by the U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of currency controls, and other political or regulatory conditions in the U.S. or abroad. Foreign currency values can decrease significantly both in the short term and over the long term in response to these and other conditions.

Focus Risk: Issuers in a single industry, sector, country, or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. These conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The fund’s performance will be affected by the conditions in the industries, sectors, countries and regions to which the fund is exposed.

Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline, the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.

Equity Market Risk: Equity markets can be volatile and can decline significantly in response to, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. These conditions can affect a single issuer or type of security, issuers within a broad market sector, industry or geographic region, or the equity markets in general. Different parts of the market and different types of securities can react differently to these conditions. For example, the stocks of growth companies can react differently from the stocks of value companies, and the stocks of large cap companies can react differently from the stocks of small cap companies. Certain changes or events, such as political, social, or economic developments, including increasing or negative interest rates or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government

 

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shutdown); market closures and/or trading halts; government or regulatory actions, including the imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical changes or events, can have a dramatic adverse effect on equity markets and may lead to periods of high volatility in an equity market or a segment of an equity market.

Company Risk: Changes in the financial condition of a company or other issuer, changes in specific market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions that affect a particular type of investment or issuer, and changes in general market, economic, political, regulatory, geopolitical, environmental, public health, and other conditions can adversely affect the prices of investments. The prices of securities of smaller, less well-known issuers can be more volatile than the prices of securities of larger issuers or the market in general.

Leveraging Risk: If the fund utilizes investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed. The use of leverage is a speculative investment technique that results in greater volatility in the fund’s net asset value. To the extent that investments are purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender option bonds, the fund’s net asset value will increase or decrease at a greater rate than a comparable unleveraged fund. If the investment income or gains earned from the investments purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender option bonds, fails to cover the expenses of leveraging, the fund’s net asset value is likely to decrease more quickly than if the fund weren’t leveraged. In addition, the fund’s distributions could be reduced. The fund is currently required under the 1940 Act to maintain asset coverage of 200% on outstanding preferred shares and 300% on outstanding indebtedness. The fund may be required to sell a portion of its investments at a time when it may be disadvantageous to do so in order to redeem preferred shares or to reduce outstanding indebtedness to comply with asset coverage or other restrictions including those imposed by the 1940 Act and the rating agencies that rate the preferred shares. The expenses of leveraging are paid by the holders of common shares. Borrowings from a bank or preferred shares may have a stated maturity. If this leverage is not extended prior to maturity or replaced with the same or a different form of leverage, distributions to common shareholders may be decreased.

Certain transactions and investment strategies can result in leverage. Because movements in a fund’s share price generally correlate over time with the fund’s net asset value, the market price of a leveraged fund will also tend to be more volatile than that of a comparable unleveraged fund. The costs of an offering of preferred shares and/or borrowing program would be borne by shareholders.

Under the terms of any loan agreement or of a purchase agreement between the fund and the investor in the preferred shares, as the case may be, the fund may be required to, among other things, limit its ability to pay distributions in certain circumstances, incur additional debts, engage in certain transactions, and pledge some or all of its

 

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assets. Such agreements could limit the fund’s ability to pursue its investment strategies. The terms of any loan agreement or purchase agreement could be more or less restrictive than those described.

Under guidelines generally required by a rating agency providing a rating for any preferred shares, the fund may be required to, among other things, maintain certain asset coverage requirements, restrict certain investments and practices, and adopt certain redemption requirements relating to preferred shares. Such guidelines or the terms of a purchase agreement between a fund and the investor in the preferred shares could limit the fund’s ability to pursue its investment strategies. The guidelines imposed with respect to preferred shares by a rating agency or an investor in the preferred shares could be more or less restrictive than those described.

Managed Distribution Plan Risk: The fund may not be able to maintain a monthly distribution at an annual fixed rate of up to 8.00% of the fund’s average monthly net asset value due to many factors, including but not limited to, changes in market returns, fluctuations in market interest rates, and other factors. If income from the fund’s investments is less than the amount needed to make a monthly distribution, portfolio investments may be sold at less than opportune times to fund the distribution. Distributions that are treated as tax return of capital will have the effect of reducing the fund’s assets and could increase the fund’s expense ratio. If a portion of the fund’s distributions represents returns of capital over extended periods, the fund’s assets may be reduced over time to levels where the fund is no longer viable and might be liquidated.

Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.

Anti-Takeover Provisions Risk: The fund’s declaration of trust includes provisions that could limit the ability of other persons or entities to acquire control of the fund, to convert the fund to an open-end fund, or to change the composition of the fund’s Board of Trustees. These provisions could reduce the opportunities for shareholders to sell their shares at a premium over the then-current market price.

Market Discount/Premium Risk: The market price of shares of the fund will be based on factors such as the supply and demand for shares in the market and general market, economic, industry, political or regulatory conditions. Whether shareholders will realize gains or losses upon the sale of shares of the fund will depend on the market price of shares at the time of the sale, not on the fund’s net asset value. The market price may be lower or higher than the fund’s net asset value. Shares of closed-end funds frequently trade at a discount to their net asset value.

 

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Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.

Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. At times, all or a significant portion of a market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the fund could miss other investment opportunities and hold investments it would prefer to sell, resulting in losses for the fund. In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in order to meet redemptions or other cash needs, which could result in dilution of remaining investors’ interests in the fund. The prices of illiquid securities may be more volatile than more liquid investments.

Defensive Investing Risk: When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

Frequent Trading Risk: Frequent trading increases transaction costs, which may reduce the Fund’s return. Frequent trading can also result in the realization of a higher percentage of short-term capital gains and a lower percentage of long-term capital gains as compared to a fund that trades less frequently. Because short-term capital gains are distributed as ordinary income, this would generally increase your tax liability unless you hold your shares through a tax-advantaged or tax-exempt vehicle.

 

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EFFECTS OF LEVERAGE

The following table is furnished in response to requirements of the Securities and Exchange Commission (the “SEC”). It is designed to, among other things, illustrate the effects of leverage through the use of senior securities, as that term is defined under Section 18 of the Investment Company Act of 1940 (the “1940 Act”), on fund total return, assuming investment portfolio total returns (consisting of income and changes in the value of investments held in a fund’s portfolio) of –10%, –5%, 0%, 5% and 10%. The table below assumes the fund’s continued use of line of credit borrowings (“leverage”), as applicable, as of October 31, 2020, as a percentage of total assets (including assets attributable to such leverage), the estimated annual effective interest expense rate payable by the fund on such line of credit borrowings (based on market conditions as of October 31, 2020), and the annual return that the fund’s portfolio would need to experience (net of expenses) in order to cover such costs. The information below does not reflect the fund’s possible use of certain other forms of economic leverage through the use of other instruments or transactions not considered to be senior securities under the 1940 Act, if any.

The assumed investment portfolio returns in the table below are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the fund. Your actual returns may be greater or less than those appearing below. In addition, actual borrowing expenses associated with line of credit borrowings used by the fund may vary frequently and may be significantly higher or lower than the rate used for the example below.

 

Line of Credit Borrowings as a Percentage of Total Assets (Including Assets Attributable to Leverage)     21.16%  
Estimated Annual Effective Rate of Interest Expense on Line of Credit Borrowings     0.79%  
Annual Return Fund Portfolio Must Experience (net of expenses) to Cover Estimated Annual Effective Interest Expense on Line of Credit Borrowings     0.17%  

 

Assumed Return on Portfolio (Net of Expenses)     -10.00%       -5.00%       0.00%       5.00%       10.00%  
Corresponding Return to Shareholder     -12.90%       -6.55%       -0.21%       6.13%       12.47%  

Fund total return is composed of two elements – the distributions paid by the fund to fund shareholders (the amount of which is largely determined by the net investment income of the fund after paying interest and other expenses on any line of credit borrowings and expenses on any other forms of leverage outstanding) and gains or losses on the value of the securities and other instruments the fund owns. As required by SEC rules, the table assumes that the fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the fund must assume that the income it receives on its investments is entirely offset by losses in the value of those investments. The table reflects hypothetical performance of the fund’s portfolio and not the actual performance of the fund’s shares, the value of which is determined by market forces and other factors.

Should the fund elect to add additional leverage to its portfolio, any benefits of such additional leverage cannot be fully achieved until the proceeds resulting from the use of such leverage have been received by the fund and invested in accordance with the fund’s investment objectives and policies. The fund’s willingness to use additional leverage, and the extent to which leverage is used at any time, will depend on many factors.

 

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PORTFOLIO MANAGERS’ PROFILES

 

Portfolio Manager   Primary Role   Since   Title and Five Year History
Robert Spector   Lead Portfolio
Manager
  2017   Investment Officer of MFS; employed in the investment management area of MFS since 2011.
Ward Brown   Emerging Markets

Debt Instruments

Portfolio Manager

  2012   Investment Officer of MFS; employed in the investment management area of MFS since 2005.
David Cole   Below Investment
Grade Debt
Instruments

Portfolio Manager

  2006   Investment Officer of MFS; employed in the investment management area of MFS since 2004.
Pilar Gomez-Bravo   Debt Instruments

Portfolio Manager

  2013   Investment Officer of MFS; employed in the investment management area of MFS since 2013.
Andy Li   Investment Grade
Debt Instruments
Portfolio Manager
  2019   Investment Officer of MFS; employed in the investment management area of MFS since 2018; Portfolio Manager of Man GLG from 2014 to 2018.
Henry Peabody   Investment Grade
Debt Instruments
Portfolio Manager
  2019   Investment Officer of MFS; employed in the investment management area of MFS since 2019; Portfolio Manager and Analyst at Eaton Vance Management from 2014 to 2019.
Robert Persons   Investment Grade

Debt Instruments

Portfolio Manager

  2013   Investment Officer of MFS; employed in the investment management area of MFS since 2000.
Matt Ryan   Emerging Markets

Debt Instruments

Portfolio Manager

  2004   Investment Officer of MFS; employed in the investment management area of MFS since 1997.
Michael Skatrud   Below Investment
Grade Debt
Instruments
Portfolio Manager
  2018   Investment Officer of MFS; employed in the investment management area of MFS since 2013.

The following information in this annual report is a summary of certain changes since October 31, 2019. This information may not reflect all of the changes that have occurred since you purchased this fund.

On August 27, 2020, MFS publically announced that effective June 30, 2021, Robert Persons will no longer be a Portfolio Manager of the fund.

 

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DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

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

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

If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan Agent’s website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 505005, Louisville, KY 40233-5005. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.

If you have any questions or for further information or a copy of the Plan, contact the Plan Agent Computershare Trust Company, N.A. (the Transfer Agent for the fund) at 1-800-637-2304, at the Plan Agent’s website at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 505005, Louisville, KY 40233-5005.

 

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PORTFOLIO OF INVESTMENTS

10/31/20

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

 

Issuer    Shares/Par     Value ($)  
Bonds - 122.7%               
Aerospace - 2.3%               
Bombardier, Inc., 7.5%, 3/15/2025 (n)    $ 1,108,000     $ 806,070  
Bombardier, Inc., 7.875%, 4/15/2027 (n)      550,000       400,659  
F-Brasile S.p.A./F-Brasile U.S. LLC, 7.375%, 8/15/2026 (n)      605,000       524,838  
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025 (n)      324,000       356,511  
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027      290,000       315,745  
L3Harris Technologies, Inc., 3.85%, 6/15/2023      600,000       647,898  
Lockheed Martin Corp., 2.8%, 6/15/2050      679,000       701,703  
Moog, Inc., 4.25%, 12/15/2027 (n)      915,000       939,019  
Rolls-Royce Holdings PLC, 5.75%, 10/15/2027    GBP  400,000       518,670  
TransDigm, Inc., 6.5%, 7/15/2024    $ 635,000       634,206  
TransDigm, Inc., 6.25%, 3/15/2026 (n)      1,327,000       1,383,384  
TransDigm, Inc., 6.375%, 6/15/2026      605,000       603,306  
TransDigm, Inc., 5.5%, 11/15/2027      570,000       556,462  
    

 

 

 
             $ 8,388,471  
Asset-Backed & Securitized - 3.3%               
Bancorp Commercial Mortgage Trust, 2018-CRE4, “D”, FLR, 2.248% (LIBOR - 1mo. + 2.1%), 9/15/2035 (n)    $ 475,000     $ 447,581  
Barclays Commercial Mortgage Securities LLC, 2020-C7, “XA”, 1.632%, 4/15/2053 (i)      998,850       112,263  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 1.751% (LIBOR - 1mo. + 1.6%), 12/28/2040 (n)      827,331       855,709  
Business Jet Securities LLC, 2020-1A, “A”, 2.981%, 11/15/2035 (n)      511,000       515,017  
Capital Automotive, 2020-1A, “A4”, REIT, 3.19%, 2/15/2050 (n)      145,449       148,552  
Capital Automotive, 2020-1A, “B1”, REIT, 4.17%, 2/15/2050 (n)      437,500       447,426  
CF Hippolyta Issuer LLC, 2020-1, “B1”, 2.28%, 7/15/2060 (n)      98,715       99,207  
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)      3,257,292       76,592  
GS Mortgage Securities Trust, 2019-GSA1, “A4”, 3.048%, 11/10/2052      2,000,000       2,190,161  
HarbourView CLO VII Ltd., 7RA, “B”, FLR, 1.917% (LIBOR - 3mo. + 1.7%), 7/18/2031 (n)      2,500,000       2,385,927  
Lehman Brothers Commercial Conduit Mortgage Trust, 0.938%, 2/18/2030 (i)      46,026       1  
Loomis, Sayles & Co., CLO, 2015-2A, “A1R”, FLR, 1.175% (LIBOR - 3mo. + 0.9%), 4/15/2028 (n)      2,103,025       2,084,828  
MF1 CLO Ltd., 2019-FL2, “A”, FLR, 1.279% (LIBOR - 1mo. + 1.13%), 12/25/2034 (n)      350,000       344,785  
MF1 CLO Ltd., 2020-FL3, “AS”, FLR, 2.998% (LIBOR - 1mo. + 2.85%), 7/15/2035 (z)      571,500       575,768  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Asset-Backed & Securitized - continued               
Morgan Stanley Capital I Trust, “2019-H7, ”A4“, 3.261%, 7/15/2052    $ 1,289,610     $ 1,423,942  
Securitized Term Auto Receivable Trust, 2019-CRTA, ”B“, 2.453%, 3/25/2026 (n)      329,039       335,131  
Securitized Term Auto Receivable Trust, 2019-CRTA, ”C“, 2.849%, 3/25/2026 (n)      421,877       430,933  
    

 

 

 
             $ 12,473,823  
Automotive - 3.3%               
Adient Global Holdings Ltd., 4.875%, 8/15/2026 (n)    $ 675,000     $ 646,232  
Adient U.S. LLC, 7%, 5/15/2026 (n)      60,000       64,004  
Allison Transmission, Inc., 5%, 10/01/2024 (n)      1,420,000       1,432,709  
Allison Transmission, Inc., 5.875%, 6/01/2029 (n)      405,000       442,969  
American Axle & Manufacturing, Inc., 6.25%, 3/15/2026      335,000       335,737  
Daimler AG, 0.75%, 9/10/2030    EUR 250,000       295,489  
Dana, Inc., 5.5%, 12/15/2024    $ 95,000       96,425  
Dana, Inc., 5.375%, 11/15/2027      513,000       529,673  
Dana, Inc., 5.625%, 6/15/2028      176,000       184,747  
Delphi Automotive PLC, 1.5%, 3/10/2025    EUR 625,000       763,355  
Ferrari N.V., 1.5%, 5/27/2025      616,000       732,575  
Fiat Chrysler Automobiles N.V., 3.875%, 1/05/2026      593,000       754,798  
General Motors Co., 6.125%, 10/01/2025    $ 557,000       651,876  
Hyundai Capital America, 6.375%, 4/08/2030 (n)      626,000       799,917  
IAA Spinco, Inc., 5.5%, 6/15/2027 (n)      920,000       967,150  
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n)      905,000       911,787  
Panther BR Aggregator 2 LP/Panther Finance Co., Inc., 8.5%, 5/15/2027 (n)      885,000       923,188  
PM General Purchaser LLC, 9.5%, 10/01/2028 (n)      220,000       229,900  
Schaeffler AG, 2.75%, 10/12/2025    EUR 500,000       578,225  
Volkswagen International Finance N.V., 1.625%, 2/10/2024    GBP 200,000       263,030  
Volkswagen International Finance N.V., 0.875%, 9/22/2028    EUR 200,000       236,623  
Volkswagen International Finance N.V., 3.5% to 6/17/2025, FLR (EUR Swap Rate - 5yr. + 3.746%) to 6/17/2030, FLR (EUR Swap Rate - 5yr. + 3.996%) to 6/17/2045, FLR (EUR Swap Rate - 5yr. + 4.746%) to 12/31/2099      300,000       352,085  
    

 

 

 
             $ 12,192,494  
Broadcasting - 2.1%               
Discovery, Inc., 4.125%, 5/15/2029    $ 219,000     $ 249,789  
iHeartCommunications, Inc., 6.375%, 5/01/2026 (n)      400,000       416,500  
iHeartCommunications, Inc., 8.375%, 5/01/2027      440,000       426,892  
iHeartCommunications, Inc., 5.25%, 8/15/2027 (n)      190,000       187,541  
Netflix, Inc., 5.875%, 2/15/2025      1,340,000       1,515,875  

 

22


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Broadcasting - continued               
Netflix, Inc., 3.625%, 6/15/2025 (n)    $ 555,000     $ 576,506  
Netflix, Inc., 4.375%, 11/15/2026      405,000       439,620  
Netflix, Inc., 5.875%, 11/15/2028      530,000       633,241  
Netflix, Inc., 5.375%, 11/15/2029 (n)      200,000       234,250  
Nexstar Escrow Corp., 5.625%, 7/15/2027 (n)      1,015,000       1,058,137  
Prosus N.V., 1.539%, 8/03/2028    EUR  150,000       176,641  
Prosus N.V., 3.68%, 1/21/2030 (n)    $ 251,000       273,146  
WMG Acquisition Corp., 3.875%, 7/15/2030 (n)      1,297,000       1,305,502  
WPP Finance, 3.75%, 9/19/2024      352,000       384,781  
    

 

 

 
             $ 7,878,421  
Brokerage & Asset Managers - 1.2%               
Deutsche Boerse AG, 1.25% to 6/17/2027, FLR (EUR Swap Rate - 5yr. + 1.681%) to 6/16/2047    EUR  100,000     $ 116,756  
Euroclear Bank S.A., 0.125%, 7/07/2025      158,000       186,086  
Euroclear Investments S.A., 2.625%, 4/11/2048      400,000       508,486  
Intercontinental Exchange, Inc., 3.75%, 12/01/2025    $ 450,000       510,516  
Intercontinental Exchange, Inc., 1.85%, 9/15/2032      280,000       277,543  
Low Income Investment Fund, 3.386%, 7/01/2026      185,000       197,068  
Low Income Investment Fund, 3.711%, 7/01/2029      490,000       535,150  
LPL Holdings, Inc., 4.625%, 11/15/2027 (n)      1,340,000       1,373,500  
Raymond James Financial, 4.65%, 4/01/2030      658,000       796,571  
    

 

 

 
             $ 4,501,676  
Building - 4.2%               
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n)    $ 845,000     $ 876,688  
ABC Supply Co., Inc., 4%, 1/15/2028 (n)      1,000,000       1,015,000  
Beacon Escrow Corp., 4.875%, 11/01/2025 (n)      1,086,000       1,065,366  
CEMEX S.A.B. de C.V., 7.375%, 6/05/2027 (n)      238,000       262,159  
Core & Main LP, 8.625%, (8.625% cash or 9.375% PIK) 9/15/2024 (n)(p)      330,000       332,475  
Core & Main LP, 6.125%, 8/15/2025 (n)      792,000       803,880  
Cornerstone Building Brands, Inc., 8%, 4/15/2026 (n)      570,000       592,800  
Cornerstone Building Brands, Inc., 6.125%, 1/15/2029 (n)      170,000       173,664  
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)      451,000       525,521  
HD Supply, Inc., 5.375%, 10/15/2026 (n)      880,000       920,515  
Holcim Finance (Luxembourg) S.A., 2.375%, 4/09/2025    EUR  489,000       624,266  
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n)    $ 360,000       369,000  
James Hardie International Finance Ltd., 5%, 1/15/2028 (n)      600,000       636,000  
Masco Corp., 2%, 10/01/2030      1,302,000       1,300,781  
New Enterprise Stone & Lime Co., Inc., 6.25%, 3/15/2026 (n)      771,000       797,021  
New Enterprise Stone & Lime Co., Inc., 9.75%, 7/15/2028 (n)      406,000       438,480  
Patrick Industries, Inc., 7.5%, 10/15/2027 (n)      710,000       769,235  

 

23


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Building - continued               
PriSo Acquisition Corp., 9%, 5/15/2023 (n)    $ 734,000     $ 724,825  
SRM Escrow Issuer LLC, 6%, 11/01/2028 (n)      545,000       545,000  
SRS Distribution, Inc., 8.25%, 7/01/2026 (n)      485,000       511,675  
Standard Industries, Inc., 4.375%, 7/15/2030 (n)      710,000       731,300  
Standard Industries, Inc., 3.375%, 1/15/2031 (n)      354,000       344,560  
Summit Materials LLC/Summit Materials Finance Co., 5.25%, 1/15/2029 (n)      333,000       342,990  
Vulcan Materials Co., 3.5%, 6/01/2030      550,000       617,174  
White Cap Buyer LLC, 6.875%, 10/15/2028 (n)      440,000       451,000  
    

 

 

 
             $ 15,771,375  
Business Services - 2.4%               
Ascend Learning LLC, 6.875%, 8/01/2025 (n)    $ 805,000     $ 830,241  
CDK Global, Inc., 4.875%, 6/01/2027      925,000       958,601  
Euronet Worldwide, Inc., 1.375%, 5/22/2026    EUR  950,000       1,082,419  
Fidelity National Information Services, Inc., 3.875%, 6/05/2024    $ 180,000       197,800  
Iron Mountain, Inc., 5.25%, 3/15/2028 (n)      275,000       281,875  
Iron Mountain, Inc., 5.25%, 7/15/2030 (n)      342,000       350,977  
Iron Mountain, Inc., REIT, 4.875%, 9/15/2027 (n)      640,000       651,808  
MSCI, Inc., 4.75%, 8/01/2026 (n)      890,000       924,487  
NXP Semiconductors N.V., 3.4%, 5/01/2030 (n)      879,000       965,395  
QualityTech LP/QTS Finance Corp., 4.75%, 11/15/2025 (n)      290,000       300,469  
Refinitiv U.S. Holdings, Inc., 8.25%, 11/15/2026 (n)      325,000       354,234  
Switch, Ltd., 3.75%, 9/15/2028 (n)      591,000       591,739  
Tencent Holdings Ltd., 3.8%, 2/11/2025      700,000       768,425  
Verscend Escrow Corp., 9.75%, 8/15/2026 (n)      640,000       688,000  
    

 

 

 
             $ 8,946,470  
Cable TV - 6.0%               
Cable One, Inc., 4%, 11/15/2030 (n)    $ 220,000     $ 223,300  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)      1,870,000       1,938,554  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n)      1,545,000       1,612,022  
CCO Holdings LLC/CCO Holdings Capital Corp., 4.75%, 3/01/2030 (n)      1,845,000       1,940,663  
CCO Holdings LLC/CCO Holdings Capital Corp., 4.5%, 8/15/2030 (n)      555,000       576,787  
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035      347,000       468,844  
Charter Communications Operating LLC/Charter     
Communications Operating Capital Corp., 4.8%, 3/01/2050      271,000       308,723  
Comcast Corp., 3.75%, 4/01/2040      307,000       357,339  
CSC Holdings LLC, 5.5%, 5/15/2026 (n)      665,000       691,932  

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Cable TV - continued               
CSC Holdings LLC, 5.5%, 4/15/2027 (n)    $ 2,775,000     $ 2,924,156  
CSC Holdings LLC, 5.75%, 1/15/2030 (n)      555,000       593,320  
DISH DBS Corp., 5.875%, 11/15/2024      715,000       719,315  
DISH DBS Corp., 7.75%, 7/01/2026      750,000       794,989  
Eutelsat S.A., 2.25%, 7/13/2027    EUR  400,000       495,275  
Eutelsat S.A., 1.5%, 10/13/2028      400,000       464,230  
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023 (a)(d)    $ 570,000       334,163  
Intelsat Jackson Holdings S.A., 9.75%, 7/15/2025 (a)(d)(n)      310,000       193,750  
LCPR Senior Secured Financing DAC, 6.75%, 10/15/2027 (n)      595,000       632,187  
SES S.A., 2%, 7/02/2028    EUR  293,000       359,943  
Sirius XM Holdings, Inc., 4.625%, 7/15/2024 (n)    $ 1,100,000       1,134,320  
Sirius XM Holdings, Inc., 5.5%, 7/01/2029 (n)      530,000       576,878  
Telenet Finance Luxembourg S.A., 5.5%, 3/01/2028 (n)      1,200,000       1,260,000  
Telesat Holdings, Inc., 6.5%, 10/15/2027 (n)      675,000       671,625  
Time Warner Cable, Inc., 4.5%, 9/15/2042      210,000       228,124  
Videotron Ltd., 5.375%, 6/15/2024 (n)      135,000       146,813  
Videotron Ltd., 5.125%, 4/15/2027 (n)      1,610,000       1,702,575  
Ziggo Bond Finance B.V., 5.125%, 2/28/2030 (n)      1,020,000       1,048,050  
    

 

 

 
             $ 22,397,877  
Chemicals - 1.3%               
Axalta Coating Systems Ltd., 4.875%, 8/15/2024 (n)    $ 910,000     $ 928,200  
Axalta Coating Systems Ltd., 4.75%, 6/15/2027 (n)      357,000       373,958  
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n)      605,000       562,650  
Element Solutions, Inc., 3.875%, 9/01/2028 (n)      559,000       552,012  
Ingevity Corp., 3.875%, 11/01/2028 (n)      701,000       713,267  
Sasol Financing (USA) LLC, 6.5%, 9/27/2028      350,000       335,825  
SPCM S.A., 4.875%, 9/15/2025 (n)      805,000       828,184  
SPCM S.A., 2.625%, 2/01/2029    EUR  292,000       339,228  
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 8%, 10/01/2026 (n)    $ 350,000       368,375  
    

 

 

 
             $ 5,001,699  
Computer Software - 1.3%               
Camelot Finance S.A., 4.5%, 11/01/2026 (n)    $ 1,070,000     $ 1,112,800  
Dell International LLC/EMC Corp., 5.85%, 7/15/2025 (n)      257,000       301,936  
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)      863,000       982,743  
Microsoft Corp., 2.525%, 6/01/2050      529,000       539,136  
Microsoft Corp., 3.95%, 8/08/2056      293,000       376,052  
Microsoft Corp., 2.675%, 6/01/2060      61,000       62,283  
PTC, Inc., 3.625%, 2/15/2025 (n)      750,000       763,594  
PTC, Inc., 4%, 2/15/2028 (n)      380,000       392,825  
VeriSign, Inc., 4.75%, 7/15/2027      405,000       429,300  
    

 

 

 
             $ 4,960,669  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Computer Software - Systems - 1.6%               
Apple, Inc., 4.5%, 2/23/2036    $ 1,100,000     $ 1,455,838  
BY Crown Parent LLC, 4.25%, 1/31/2026 (n)      227,000       229,837  
Capgemini SE, 2%, 4/15/2029    EUR  300,000       393,112  
Capgemini SE, 1.125%, 6/23/2030      200,000       243,439  
Fair Isaac Corp., 5.25%, 5/15/2026 (n)    $ 1,495,000       1,659,450  
Fair Isaac Corp., 4%, 6/15/2028 (n)      126,000       130,253  
JDA Software Group, Inc., 7.375%, 10/15/2024 (n)      720,000       727,200  
SS&C Technologies Holdings, Inc., 5.5%, 9/30/2027 (n)      1,065,000       1,131,914  
    

 

 

 
             $ 5,971,043  
Conglomerates - 4.0%               
Amsted Industries Co., 5.625%, 7/01/2027 (n)    $ 1,015,000     $ 1,065,750  
BWX Technologies, Inc., 5.375%, 7/15/2026 (n)      1,200,000       1,243,956  
BWX Technologies, Inc., 4.125%, 6/30/2028 (n)      260,000       262,600  
Carrier Global Corp., 2.722%, 2/15/2030 (n)      868,000       905,947  
CFX Escrow Corp., 6.375%, 2/15/2026 (n)      795,000       836,737  
EnerSys, 5%, 4/30/2023 (n)      870,000       893,925  
EnerSys, 4.375%, 12/15/2027 (n)      460,000       472,650  
Gates Global LLC, 6.25%, 1/15/2026 (n)      930,000       962,550  
General Electric Co., 0.875%, 5/17/2025    EUR  275,000       320,573  
Granite Holdings U.S. Acquisition Co., 11%, 10/01/2027 (n)    $ 455,000       472,063  
Griffon Corp., 5.75%, 3/01/2028      815,000       849,637  
Grupo KUO S.A.B. de C.V., 5.75%, 7/07/2027 (n)      805,000       806,610  
MTS Systems Corp., 5.75%, 8/15/2027 (n)      810,000       820,895  
Roper Technologies, Inc., 4.2%, 9/15/2028      343,000       405,785  
Roper Technologies, Inc., 2.95%, 9/15/2029      270,000       295,392  
Roper Technologies, Inc., 2%, 6/30/2030      658,000       668,854  
Stevens Holding Co., Inc., 6.125%, 10/01/2026 (n)      830,000       887,062  
Thyssenkrupp AG, 2.875%, 2/22/2024    EUR  200,000       215,828  
TriMas Corp., 4.875%, 10/15/2025 (n)    $ 1,760,000       1,788,600  
WESCO Distribution, Inc., 7.125%, 6/15/2025 (n)      298,000       321,095  
WESCO Distribution, Inc., 7.25%, 6/15/2028 (n)      298,000       326,310  
    

 

 

 
             $ 14,822,819  
Construction - 1.5%               
Lennar Corp., 4.75%, 11/29/2027    $ 640,000     $ 732,800  
Mattamy Group Corp., 5.25%, 12/15/2027 (n)      230,000       243,225  
Mattamy Group Corp., 4.625%, 3/01/2030 (n)      700,000       710,500  
Shea Homes LP/Shea Homes Funding Corp., 4.75%, 2/15/2028 (n)      790,000       797,900  
Taylor Morrison Communities, Inc., 5.875%, 6/15/2027 (n)      230,000       254,150  
Taylor Morrison Communities, Inc., 5.125%, 8/01/2030 (n)      220,000       238,850  
Toll Brothers Finance Corp., 4.875%, 11/15/2025      570,000       631,275  
Toll Brothers Finance Corp., 4.35%, 2/15/2028      1,050,000       1,146,411  
Weekley Homes LLC/Weekley Finance Corp., 4.875%, 9/15/2028 (n)      844,000       854,820  
    

 

 

 
             $ 5,609,931  

 

26


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Consumer Products - 1.3%               
Coty, Inc., 6.5%, 4/15/2026 (n)    $ 715,000     $ 559,523  
Energizer Holdings, Inc., 4.375%, 3/31/2029 (n)      550,000       555,225  
LVMH Moet Hennessy Louis Vuitton SE, 0.375%, 2/11/2031    EUR  200,000       236,471  
Mattel, Inc., 6.75%, 12/31/2025 (n)    $ 730,000       767,777  
Mattel, Inc., 5.875%, 12/15/2027 (n)      342,000       371,651  
Prestige Brands, Inc., 5.125%, 1/15/2028 (n)      630,000       654,412  
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)      500,000       538,090  
Reckitt Benckiser Treasury Services PLC, 0.375%, 5/19/2026    EUR 311,000       371,881  
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)    $ 396,000       435,644  
Reckitt Benckiser Treasury Services PLC, 1.75%, 5/19/2032    GBP  212,000       286,087  
    

 

 

 
             $ 4,776,761  
Consumer Services - 2.1%               
Adevinta ASA, 3%, 11/15/2027    EUR  100,000     $ 117,693  
Allied Universal Holdco LLC, 6.625%, 7/15/2026 (n)    $ 228,000       238,838  
Allied Universal Holdco LLC, 9.75%, 7/15/2027 (n)      615,000       655,910  
ANGI Group LLC, 3.875%, 8/15/2028 (n)      565,000       558,644  
Frontdoor, Inc., 6.75%, 8/15/2026 (n)      550,000       587,125  
Garda World Security Corp., 4.625%, 2/15/2027 (n)      280,000       273,000  
GW B-CR Security Corp., 9.5%, 11/01/2027 (n)      486,000       518,805  
Match Group, Inc., 5%, 12/15/2027 (n)      655,000       681,292  
Match Group, Inc., 4.625%, 6/01/2028 (n)      835,000       864,517  
Realogy Group LLC, 9.375%, 4/01/2027 (n)      725,000       767,739  
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n)      695,000       713,417  
Toll Road Investors Partnership II LP, Capital Appreciation, NATL, 0%, 2/15/2027 (n)      1,052,000       761,357  
Visa, Inc., 4.15%, 12/14/2035      465,000       594,368  
Visa, Inc., 3.65%, 9/15/2047      273,000       335,253  
    

 

 

 
             $ 7,667,958  
Containers - 2.6%               
ARD Finance S.A., 6.5%, (6.5% cash or
7.25% PIK) 6/30/2027 (n)(p)
   $ 685,000     $ 696,131  
Ardagh Packaging Finance PLC/Ardagh MP Holdings USA, Inc., 5.25%, 8/15/2027 (n)      940,000       964,910  
Berry Global Group, Inc., 4.875%, 7/15/2026 (n)      520,000       543,897  
Berry Global Group, Inc., 5.625%, 7/15/2027 (n)      365,000       381,843  
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.5%, 1/15/2023      927,000       964,080  
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026      1,080,000       1,148,715  
Crown Americas LLC/Crown Americas Capital Corp. VI, 4.75%, 2/01/2026      305,000       316,438  
DS Smith PLC, 0.875%, 9/12/2026    EUR  350,000       410,161  
Flex Acquisition Co., Inc., 6.875%, 1/15/2025 (n)    $ 635,000       624,681  

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Containers - continued               
Greif, Inc., 6.5%, 3/01/2027 (n)    $ 180,000     $ 188,775  
Reynolds Group, 4%, 10/15/2027 (n)      565,000       572,063  
San Miguel Industrias PET S.A., 4.5%, 9/18/2022      839,000       846,576  
Silgan Holdings, Inc., 4.75%, 3/15/2025      870,000       887,400  
Silgan Holdings, Inc., 4.125%, 2/01/2028      508,000       527,710  
Trivium Packaging Finance B.V., 8.5%, 8/15/2027 (n)      600,000       642,120  
    

 

 

 
             $ 9,715,500  
Electrical Equipment - 0.4%               
CommScope Technologies LLC, 6%, 6/15/2025 (n)    $ 398,000     $ 394,569  
CommScope Technologies LLC, 5%, 3/15/2027 (n)      715,000       667,199  
Telefonaktiebolaget LM Ericsson, 1.875%, 3/01/2024    EUR  500,000       610,275  
    

 

 

 
             $ 1,672,043  
Electronics - 1.6%               
ASML Holding N.V., 0.625%, 5/07/2029    EUR  127,000     $ 154,774  
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027    $ 767,000       846,677  
Broadcom, Inc., 4.15%, 11/15/2030      211,000       236,378  
Diebold Nixdorf, Inc., 9.375%, 7/15/2025 (n)      389,000       412,826  
Entegris, Inc., 4.625%, 2/10/2026 (n)      1,000,000       1,027,500  
Entegris, Inc., 4.375%, 4/15/2028 (n)      320,000       332,800  
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)      710,000       779,012  
Sensata Technologies B.V., 5%, 10/01/2025 (n)      785,000       856,942  
Sensata Technologies, Inc., 4.375%, 2/15/2030 (n)      1,205,000       1,259,225  
    

 

 

 
             $ 5,906,134  
Emerging Market Quasi-Sovereign - 8.2%               
Abu Dhabi Crude Oil Pipeline, 3.65%, 11/02/2029    $ 1,100,000     $ 1,241,713  
Aeropuerto Internacional de Tocumen S.A. (Republic of Panama), 6%, 11/18/2048 (n)      1,015,491       1,131,166  
Banco de Reservas de la Republica Dominicana, 7%, 2/01/2023 (n)      946,000       975,563  
CEZ A.S. (Czech Republic), 0.875%, 12/02/2026    EUR  650,000       774,657  
China Construction Bank Corp., 4.25% to 2/27/2024, FLR (CMT - 5yr. + 1.88%) to 2/27/2029    $ 964,000       1,028,741  
China Construction Bank Corp., Hong Kong Branch, 1.25%, 8/04/2025      1,050,000       1,042,367  
CNPC (HK) Overseas Capital Ltd. (People’s Republic of China), 4.5%, 4/28/2021 (n)      1,242,000       1,263,015  
Empresa Nacional del Petroleo (Republic of Chile), 3.75%, 8/05/2026 (n)      423,000       446,534  
Empresa Nacional del Petroleo (Republic of Chile), 3.75%, 8/05/2026      1,306,000       1,378,660  
EQUATE Petrochemical B.V. (State of Kuwait), 4.25%, 11/03/2026      1,034,000       1,105,224  

 

28


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Emerging Market Quasi-Sovereign - continued               
Eskom Holdings SOC Ltd. (Republic of South Africa), 6.35%, 8/10/2028 (n)    $ 1,052,000     $ 1,086,253  
Export-Import Bank of India, 3.375%, 8/05/2026      1,366,000       1,440,228  
Gaz Capital S.A. (Russian Federation), 4.95%, 2/06/2028 (n)      492,000       548,186  
KazMunayGas National Co., JSC (Republic of Kazakhstan), 6.375%, 10/24/2048 (n)      984,000       1,307,299  
KazTransGas JSC (Republic of Kazakhstan), 4.375%, 9/26/2027      863,000       940,135  
MDGH - GMTN B.V. (United Arab Emirates), 2.5%, 11/07/2024      508,000       531,630  
MDGH - GMTN B.V. (United Arab Emirates), 2.875%, 11/07/2029 (n)      1,091,000       1,160,255  
NAK Naftogaz Ukraine via Standard Bank London Holdings     
PLC, 7.625%, 11/08/2026 (n)      869,000       811,871  
NTPC Ltd. (Republic of India), 4.25%, 2/26/2026      613,000       651,791  
Office Cherifien des Phosphates S.A. (Kingdom of Morocco), 6.875%, 4/25/2044 (n)      373,000       467,227  
Petroleos del Peru S.A., 4.75%, 6/19/2032      1,067,000       1,163,243  
Petroleos Mexicanos, 6.49%, 1/23/2027      904,000       842,528  
Petroleos Mexicanos, 5.35%, 2/12/2028      1,000,000       854,190  
PT Pertamina (Persero) (Republic of Indonesia), 3.65%, 7/30/2029      650,000       698,750  
PT Pertamina (Persero) (Republic of Indonesia), 6.5%, 11/07/2048 (n)      1,200,000       1,607,851  
QNB Finance Ltd. (State of Qatar), 2.75%, 2/12/2027      547,000       571,757  
Sinopec Capital (2013) Ltd. (People’s Republic of China), 3.125%, 4/24/2023 (n)      666,000       696,636  
Southern Gas Corridor CJSC (Republic of Azerbaijan), 6.875%, 3/24/2026      1,367,000       1,556,228  
State Grid Overseas Investment (2014) Ltd. (People’s Republic of China), 4.125%, 5/07/2024 (n)      1,563,000       1,716,739  
State Oil Company of the Azerbaijan Republic, 6.95%, 3/18/2030      1,152,000       1,364,383  
    

 

 

 
             $ 30,404,820  
Emerging Market Sovereign - 8.5%               
Arab Republic of Egypt, 6.588%, 2/21/2028    $ 1,087,000     $ 1,092,652  
Arab Republic of Egypt, 6.375%, 4/11/2031 (n)    EUR 1,011,000       1,125,064  
Arab Republic of Egypt, 7.903%, 2/21/2048    $ 1,120,000       1,060,024  
Dominican Republic, 5.875%, 1/30/2060 (n)      2,234,000       2,133,470  
Federal Republic of Nigeria, 8.747%, 1/21/2031 (n)      1,415,000       1,468,572  
Government of Ukraine, 7.75%, 9/01/2023      1,061,000       1,103,440  
Government of Ukraine, 7.253%, 3/15/2033 (n)      492,000       461,868  
Government of Ukraine, GDP Linked Bond, 0%, 5/31/2040      824,000       711,738  
Kingdom of Saudi Arabia, 4.375%, 4/16/2029 (n)      942,000       1,107,594  
Republic of Angola, 9.5%, 11/12/2025      400,000       342,042  
Republic of Angola, 8.25%, 5/09/2028      491,000       385,877  

 

29


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Emerging Market Sovereign - continued               
Republic of Argentina, 1%, 7/09/2029    $ 68,749     $ 28,187  
Republic of Argentina, 0.125%, 7/09/2030      571,640       209,792  
Republic of Argentina, 0.125%, 7/09/2035      1,047,289       342,463  
Republic of Colombia, 5%, 6/15/2045      1,050,000       1,226,400  
Republic of Cote d’Ivoire, 5.25%, 3/22/2030    EUR  750,000       841,728  
Republic of Ghana, 8.125%, 3/26/2032 (n)    $ 593,000       544,746  
Republic of Guatemala, 6.125%, 6/01/2050 (n)      792,000       975,752  
Republic of Hungary, 7.625%, 3/29/2041      488,000       869,177  
Republic of Indonesia, 4.125%, 1/15/2025 (n)      339,000       377,289  
Republic of Kenya, 8%, 5/22/2032 (n)      1,046,000       1,097,379  
Republic of Paraguay, 5.6%, 3/13/2048      1,049,000       1,291,329  
Republic of Peru, 2.392%, 1/23/2026      91,000       95,641  
Republic of Romania, 2%, 12/08/2026 (n)    EUR  1,011,000       1,232,920  
Republic of Romania, 2.124%, 7/16/2031 (n)      1,200,000       1,415,050  
Republic of South Africa, 4.875%, 4/14/2026    $ 432,000       447,682  
Republic of Sri Lanka, 6.125%, 6/03/2025      668,000       370,701  
Republic of Turkey, 4.25%, 3/13/2025      702,000       639,697  
Republic of Turkey, 7.625%, 4/26/2029      856,000       861,701  
Russian Federation, 4.75%, 5/27/2026      1,000,000       1,142,500  
Russian Federation, 4.25%, 6/23/2027      1,000,000       1,122,888  
Russian Federation, 4.375%, 3/21/2029      400,000       456,726  
State of Qatar, 4%, 3/14/2029 (n)      533,000       624,268  
State of Qatar, 4.817%, 3/14/2049 (n)      1,404,000       1,869,637  
State of Qatar, 4.4%, 4/16/2050      203,000       258,407  
United Mexican States, 4.5%, 4/22/2029      1,300,000       1,474,200  
United Mexican States, 4.75%, 4/27/2032      736,000       841,984  
    

 

 

 
             $ 31,650,585  
Energy - Independent - 2.4%               
Afren PLC, 11.5%, 2/01/2016 (a)(d)(z)    $ 326,905     $ 163  
Afren PLC, 10.25%, 4/08/2019 (a)(d)(z)      213,708       107  
Apache Corp., 4.875%, 11/15/2027      224,000       210,224  
Apache Corp., 4.375%, 10/15/2028      925,000       845,913  
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n)      600,000       590,028  
EQT Corp., 5%, 1/15/2029      107,000       107,000  
Laredo Petroleum, Inc., 10.125%, 1/15/2028      145,000       62,713  
Leviathan Bond Ltd., 6.125%, 6/30/2025 (n)      670,000       692,646  
Leviathan Bond Ltd., 6.5%, 6/30/2027 (n)      579,000       596,370  
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas Finance Corp., 6%, 8/01/2026 (n)      525,000       498,750  
Matador Resources Co., 5.875%, 9/15/2026      275,000       221,375  
Medco Bell Pte. Ltd., 6.375%, 1/30/2027 (n)      498,000       438,489  
Murphy Oil Corp., 6.875%, 8/15/2024      195,000       174,525  

 

30


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Energy - Independent - continued               
Murphy Oil Corp., 5.875%, 12/01/2027    $ 215,000     $ 169,652  
Newfield Exploration Co., 5.375%, 1/01/2026      135,000       126,882  
Noble Energy, Inc., 4.2%, 10/15/2049      689,000       822,436  
Occidental Petroleum Corp., 5.875%, 9/01/2025      540,000       475,200  
Ovintiv, Inc., 6.5%, 8/15/2034      215,000       201,891  
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)      335,000       356,356  
Southwestern Energy Co., 6.45%, 1/23/2025      320,800       321,402  
Southwestern Energy Co., 7.5%, 4/01/2026      496,000       504,829  
Southwestern Energy Co., 7.75%, 10/01/2027      140,000       144,725  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)      422,000       448,881  
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026      1,025,000       1,090,292  
    

 

 

 
             $ 9,100,849  
Energy - Integrated - 0.5%               
Eni S.p.A., 4%, 9/12/2023 (n)    $ 329,000     $ 355,719  
Eni S.p.A., 4.25%, 5/09/2029 (n)      379,000       427,363  
Eni S.p.A., 2.625%to 1/13/2026, FLR (EUR Swap Rate - 5yr. + 3.167% to 1/13/2031, FLR (EUR Swap Rate - 5yr. + 3.417%) to 1/13/2046, FLR (EUR Swap Rate - 5yr. + 4.167%) to 12/31/2099    EUR  137,000       157,927  
Galp Energia SGPS S.A., 2%, 1/15/2026      300,000       356,614  
OMV AG, 0.75%, 6/16/2030      223,000       266,392  
OMV AG, 2.5% to 09/01/2026, FLR (EUR Swap Rate - 5yr. + 2.82%) to 09/01/2030, FLR
(EUR Swap Rate - 5yr. + 3.82%) to 12/31/2099
     200,000       230,018  
    

 

 

 
             $ 1,794,033  
Entertainment - 1.0%               
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp./Millennium Operations LLC, 5.5%, 5/01/2025 (n)    $ 220,000     $ 222,750  
Cedar Fair LP/Canada’s Wonderland Co./Magnum     
Management Corp./Millennium Operations LLC, 5.375%, 4/15/2027      390,000       361,237  
Live Nation Entertainment, Inc., 5.625%, 3/15/2026 (n)      630,000       601,650  
Merlin Entertainments, 5.75%, 6/15/2026 (n)      295,000       271,400  
NCL Corp. Ltd., 3.625%, 12/15/2024 (n)      300,000       207,000  
NCL Corp. Ltd., 10.25%, 2/01/2026 (n)      343,000       353,290  
Royal Caribbean Cruises Ltd., 10.875%, 6/01/2023 (n)      335,000       365,321  
Royal Caribbean Cruises Ltd., 3.7%, 3/15/2028      755,000       551,150  
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)      595,000       552,898  
Six Flags Entertainment Corp., 7%, 7/01/2025 (n)      250,000       264,688  
    

 

 

 
             $ 3,751,384  
Financial Institutions - 3.5%               
ADO Properties S.A., 3.25%, 8/05/2025    EUR  600,000     $ 688,308  
AerCap Ireland Capital DAC, 3.65%, 7/21/2027    $ 1,230,000       1,160,530  

 

31


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Financial Institutions - continued               
AnaCap Financial Europe S.A. SICAV-RAIF, 5%, 8/01/2024    EUR  650,000     $ 582,498  
Avation Capital S.A., 6.5%, 5/15/2021 (n)    $ 400,000       252,000  
Avolon Holdings Funding Ltd., 5.125%, 10/01/2023      1,055,000       1,073,450  
Avolon Holdings Funding Ltd., 5.25%, 5/15/2024 (n)      640,000       653,505  
Avolon Holdings Funding Ltd., 3.95%, 7/01/2024 (n)      454,000       445,152  
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)      363,000       352,073  
Credit Acceptance Corp., 5.125%, 12/31/2024 (n)      805,000       798,962  
CTP B.V., 2.125%, 10/01/2025    EUR  819,000       971,041  
EXOR N.V., 2.25%, 4/29/2030      625,000       771,823  
Freedom Mortgage Corp., 7.625%, 5/01/2026 (n)    $ 440,000       438,627  
GE Capital International Funding Co., 3.373%, 11/15/2025      683,000       732,849  
Global Aircraft Leasing Co. Ltd., 6.5%, (6.5% cash or
7.25% PIK) 9/15/2024 (n)(p)
     1,717,066       1,150,434  
Nationstar Mortgage Holdings, Inc., 6%, 1/15/2027 (n)      490,000       490,000  
Navient Corp., 5%, 3/15/2027      460,000       429,566  
OneMain Financial Corp., 6.875%, 3/15/2025      445,000       489,500  
OneMain Financial Corp., 7.125%, 3/15/2026      395,000       438,000  
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n)      510,000       527,278  
Springleaf Finance Corp., 8.875%, 6/01/2025      359,000       394,900  
Springleaf Finance Corp., 5.375%, 11/15/2029      185,000       190,095  
    

 

 

 
             $ 13,030,591  
Food & Beverages - 2.6%               
Anheuser-Busch InBev S.A., 1.65%, 3/28/2031    EUR  330,000     $ 424,921  
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038    $ 209,000       244,512  
Anheuser-Busch InBev Worldwide, Inc., 5.55%, 1/23/2049      331,000       446,367  
Aramark Services, Inc., 6.375%, 5/01/2025 (n)      615,000       645,061  
Bacardi Ltd., 5.15%, 5/15/2038 (n)      425,000       511,809  
Central American Bottling Corp., 5.75%, 1/31/2027 (n)      900,000       942,750  
Constellation Brands, Inc., 4.25%, 5/01/2023      894,000       972,461  
Constellation Brands, Inc., 4.75%, 12/01/2025      313,000       369,917  
Constellation Brands, Inc., 3.15%, 8/01/2029      638,000       698,789  
Diageo Finance PLC, 1.875%, 3/27/2027    EUR  250,000       324,954  
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n)    $ 1,230,000       1,352,791  
JBS USA Lux S.A./JBS USA Finance, Inc., 5.5%, 1/15/2030 (n)      455,000       494,812  
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n)      1,080,000       1,115,100  
Lamb Weston Holdings, Inc., 4.875%, 5/15/2028 (n)      121,000       131,103  
Performance Food Group Co., 5.5%, 10/15/2027 (n)      675,000       691,875  
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)      160,000       159,400  
U.S. Foods Holding Corp., 6.25%, 4/15/2025 (n)      305,000       318,725  
    

 

 

 
             $ 9,845,347  
Forest & Paper Products - 0.1%               
Mondi Finance Europe GmbH, 2.375%, 4/01/2028    EUR  300,000     $ 397,128  

 

32


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Gaming & Lodging - 3.4%               
Boyd Gaming Corp., 6.375%, 4/01/2026    $ 290,000     $ 300,898  
Boyd Gaming Corp., 4.75%, 12/01/2027      490,000       476,530  
Caesars Resort Collection LLC / CRC Finco, Inc., 5.25%, 10/15/2025 (n)      565,000       536,581  
CCM Merger, Inc., 6%, 3/15/2022 (n)      790,000       803,035  
CCM Merger, Inc., 6.375%, 5/01/2026 (n)      495,000       507,375  
Churchill Downs, Inc., 5.5%, 4/01/2027 (n)      335,000       346,934  
Colt Merger Sub, Inc., 5.75%, 7/01/2025 (n)      302,000       309,740  
Colt Merger Sub, Inc., 8.125%, 7/01/2027 (n)      610,000       636,654  
Hilton Domestic Operating Co., Inc., 5.125%, 5/01/2026      695,000       703,688  
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025      1,075,000       1,084,954  
MGM Growth Properties LLC, 4.625%, 6/15/2025 (n)      675,000       687,461  
MGM Growth Properties LLC, 5.75%, 2/01/2027      275,000       296,762  
MGM Resorts International, 6.75%, 5/01/2025      670,000       704,773  
Scientific Games Corp., 8.25%, 3/15/2026 (n)      395,000       400,684  
Scientific Games International, Inc., 7%, 5/15/2028 (n)      245,000       243,361  
VICI Properties LP, REIT, 4.25%, 12/01/2026 (n)      585,000       594,857  
VICI Properties LP, REIT, 3.75%, 2/15/2027 (n)      860,000       862,150  
Wyndham Hotels & Resorts, Inc., 4.375%, 8/15/2028 (n)      138,000       137,161  
Wyndham Hotels Group LLC, 5.375%, 4/15/2026 (n)      1,115,000       1,128,937  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.5%, 3/01/2025 (n)      1,020,000       976,650  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.25%, 5/15/2027 (n)      335,000       311,550  
Wynn Macau Ltd., 5.5%, 1/15/2026 (n)      395,000       383,348  
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.125%, 10/01/2029 (n)      320,000       306,400  
    

 

 

 
             $ 12,740,483  
Healthcare Revenue - Hospitals - 0.2%               
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 3.384%, 12/01/2040    $ 605,000     $ 670,491  
Industrial - 1.1%               
CPI Property Group S.A., 2.75%, 5/12/2026    EUR  580,000     $ 701,407  
CPI Property Group S.A., 2.75%, 1/22/2028    GBP  300,000       382,225  
CPI Property Group S.A., 4.875%, 12/31/2099    EUR  600,000       662,104  
Grainger PLC, 3%, 7/03/2030    GBP  182,000       247,693  
Investor AB, 0.375%, 10/29/2035    EUR  175,000       202,311  
Investor AB, 1.5%, 6/20/2039      180,000       245,333  
Trustees of the University of Pennsylvania, 2.396%, 10/01/2050    $ 966,000       938,482  
Williams Scotsman International, Inc., 4.625%, 8/15/2028 (n)      667,000       671,169  
    

 

 

 
             $ 4,050,724  

 

33


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Insurance - 0.7%               
Argentum Zurich Insurance, 3.5%, 10/01/2046    EUR  375,000     $ 494,154  
Aviva PLC, 3.875% to 7/03/2024, FLR (EUR Swap Rate - 5yr.     
+ 3.48%) to 7/03/2044      350,000       442,092  
Aviva PLC, 4% to 6/03/2035, FLR (GBP Government Yield - 5yr. + 4.7%) to 6/03/2055    GBP  117,000       159,440  
CNP Assurances S.A., 2% to 7/27/2030, FLR (EURIBOR - 3mo.     
+ 3%) to 7/27/2050    EUR  300,000       349,657  
Credit Agricole Assurances S.A., 2%, 7/17/2030       200,000       236,479  
Munich Re Group, 1.25% to 5/26/2031, FLR (EURIBOR - 3mo. + 2.55%) to 5/26/2041      200,000       228,631  
Zurich Finance (Ireland) DAC, 1.875% to 9/17/2030, FLR (EURIBOR - 3mo. + 2.95%) to 9/17/2050      560,000       661,970  
    

 

 

 
             $ 2,572,423  
Insurance - Health - 0.4%               
UnitedHealth Group, Inc., 4.625%, 7/15/2035    $ 1,009,000     $ 1,323,901  
Insurance - Property & Casualty - 1.6%               
Acrisure LLC/Acrisure Finance, Inc., 7%, 11/15/2025 (n)    $ 550,000     $ 550,963  
Alliant Holdings Intermediate LLC, 6.75%, 10/15/2027 (n)      860,000       903,000  
AssuredPartners, Inc., 7%, 8/15/2025 (n)      225,000       231,188  
Fairfax Financial Holdings Ltd., 4.625%, 4/29/2030      499,000       533,801  
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049      526,000       587,060  
Hub International Ltd., 7%, 5/01/2026 (n)      955,000       978,875  
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024      315,000       343,522  
Progressive Corp., 4.125%, 4/15/2047      602,000       772,160  
QBE Capital Funding III Ltd., 7.5% to 5/24/2021, FLR (GBP Swap Rate - 10yr. + 4.003%) to 5/24/2041    GBP  300,000       396,394  
Willis North America, Inc., 3.875%, 9/15/2049    $ 700,000       814,506  
    

 

 

 
             $ 6,111,469  
International Market Quasi-Sovereign - 0.8%               
Deutsche Bahn Finance GmbH (Federal Republic of Germany), 0.875%, 6/23/2039    EUR  212,000     $ 259,424  
Deutsche Bahn Finance GmbH (Federal Republic of     
Germany), 1.375%, 4/16/2040      117,000       154,426  
Electricite de France S.A., 5.875% to 1/22/2029, FLR (GBP Swap Rate - 15yr. + 3.046%) to 1/22/2049, FLR (GBP Swap Rate - 15yr. + 3.796%) to 7/22/2049    GBP  200,000       280,152  
Electricite de France S.A., 2.875% to 03/15/2027, FLR (EUR Swap Rate - 5yr. + 3.373%) to 03/15/2031, FLR (EUR Swap Rate - 5yr. + 3.623%) to 03/15/2047, FLR (EUR Swap Rate - 5yr. + 4.373%) to 12/31/2099    EUR  400,000       454,796  

 

34


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
International Market Quasi-Sovereign - continued               
Islandsbanki (Republic of Iceland), 1.125%, 1/19/2024    EUR 370,000     $ 433,787  
La Banque Postale S.A. (Republic of France), 0.5% to 6/17/2025, FLR (EURIBOR - 3mo. + 0.88%) to 6/17/2026      400,000       467,015  
La Banque Postale S.A. (Republic of France), 0.875% to 1/26/2026, FLR (EUR Swap Rate - 5yr. + 1.38%) to 1/26/2031      300,000       347,365  
Ontario Teachers’ Finance Trust, 0.5%, 5/06/2025      380,000       455,998  
    

 

 

 
             $ 2,852,963  
International Market Sovereign - 0.2%               
Government of Bermuda, 2.375%, 8/20/2030 (n)    $ 239,000     $ 245,274  
Government of Japan, 2.4%, 3/20/2037    JPY  24,900,000       316,868  
Republic of Iceland, 0.625%, 6/03/2026    EUR  200,000       240,040  
    

 

 

 
             $ 802,182  
Local Authorities - 0.3%               
Province of Alberta, 0.5%, 4/16/2025    EUR  250,000     $ 301,081  
Province of Alberta, 4.5%, 12/01/2040    CAD  410,000       417,733  
Province of British Columbia, 2.3%, 6/18/2026      595,000       482,275  
    

 

 

 
             $ 1,201,089  
Machinery & Tools - 0.5%               
Clark Equipment Co., 5.875%, 6/01/2025 (n)    $ 578,000     $ 601,120  
CNH Industrial Capital LLC, 1.875%, 1/15/2026      672,000       674,337  
Sarens Finance Co. N.V., 5.75%, 2/21/2027    EUR  821,000       769,340  
    

 

 

 
             $ 2,044,797  
Major Banks - 5.0%               
Bank of America Corp., 3.5%, 4/19/2026    $ 1,437,000     $ 1,610,380  
Bankinter S.A., 0.875%, 7/08/2026    EUR  200,000       234,229  
Barclays PLC, 7.875%, 12/29/2049    $ 900,000       927,990  
CaixaBank S.A., 2.75% to 7/14/2023, FLR (EUR Swap Rate - 5yr. + 2.35%) to 7/14/2028    EUR  500,000       595,996  
Credit Agricole S.A., 1% to 4/22/2025, FLR (EURIBOR - 3mo. + 1.25%) to 4/22/2026      300,000       359,139  
Credit Agricole S.A., 1.625% to 6/05/2025, FLR (EUR Swap Rate - 5yr. + 1.9%) to 6/05/2030      300,000       359,242  
Credit Suisse Group AG, 1.25%, 7/17/2025      375,000       450,447  
Credit Suisse Group AG, 2.25% to 6/09/2027, FLR (GBP Government Yield - 1yr. + 2.23%) to 6/09/2028    GBP  269,000       359,894  
Credit Suisse Group AG, 7.25%, 12/31/2099 (n)    $ 700,000       758,597  
Erste Group Bank AG, 0.875%, 5/13/2027    EUR  300,000       366,664  
Erste Group Bank AG, 1% to 6/10/2025, FLR (EUR ICE Swap Rate - 5yr. + 1.3%) to 6/10/2030      400,000       454,128  
Erste Group Bank AG, 1.625% to 09/08/2026, FLR (EUR ICE Swap Rate - 5yr. + 2.1%) to 9/08/2031      100,000       117,400  

 

35


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Major Banks - continued               
Erste Group Bank AG, 3.375% to 4/15/2027, FLR (EUR Swap Rate - 5yr. + 3.433%) to 12/31/2099    EUR 600,000     $ 592,560  
HSBC Holdings PLC, 2.099% to 6/04/2025, FLR (SOFR + 1.929%) to 6/04/2026    $ 645,000       658,705  
HSBC Holdings PLC, 4.375%, 11/23/2026      399,000       447,944  
JPMorgan Chase & Co., 2.95%, 10/01/2026      1,137,000       1,252,860  
JPMorgan Chase & Co., 4.26%, 2/22/2048      300,000       378,489  
Mitsubishi UFJ Financial Group, Inc., 1.412%, 7/17/2025      926,000       941,076  
Morgan Stanley, 3.125%, 7/27/2026      982,000       1,083,511  
Morgan Stanley, 3.622% to 4/01/2030, FLR (SOFR + 3.12%) to 4/01/2031      311,000       355,975  
Nationwide Building Society, 1.5%, 3/08/2026    EUR 450,000       547,711  
Royal Bank of Canada, 2.55%, 7/16/2024    $ 1,761,000       1,880,080  
Sumitomo Mitsui Financial Group, Inc., 3.544%, 1/17/2028      1,027,000       1,149,094  
Svenska Handelsbanken AB, 0.5%, 2/18/2030    EUR 500,000       590,430  
UBS Group AG, 6.875% to 8/07/2025, FLR (Swap Rate - 5yr. + 4.59%) to 12/29/2049    $ 785,000       865,462  
UniCredit S.p.A., 1.25% to 6/16/2025, FLR (EURIBOR - 3mo. + 1.6%) to 6/16/2026    EUR 400,000       472,825  
UniCredit S.p.A., 2.2% to 7/22/2026, FLR (EURIBOR - 3mo. + 2.55%) to 7/22/2027      610,000       724,351  
    

 

 

 
             $ 18,535,179  
Medical & Health Technology & Services - 4.9%               
Acadia Healthcare Co., Inc., 5%, 4/15/2029 (n)    $ 555,000     $ 571,816  
Akumin, Inc., 7%, 11/01/2025 (n)      195,000       192,563  
Alcon, Inc., 3.8%, 9/23/2049 (n)      200,000       226,196  
Avantor Funding, Inc., 4.625%, 7/15/2028 (n)      1,022,000       1,058,996  
BCPE Cycle Merger Sub II, Inc., 10.625%, 7/15/2027 (n)      420,000       447,300  
Change Healthcare Holdings, Inc./Change Healthcare     
Finance, Inc., 5.75%, 3/01/2025 (n)      495,000       494,787  
CHS/Community Health Systems, Inc., 6.625%, 2/15/2025 (n)      985,000       960,572  
CHS/Community Health Systems, Inc., 8%, 12/15/2027 (n)      120,000       118,200  
Cigna Corp., 4.125%, 11/15/2025      522,000       597,030  
DaVita, Inc., 4.625%, 6/01/2030 (n)      466,000       473,990  
DaVita, Inc., 3.75%, 2/15/2031 (n)      482,000       463,322  
Encompass Health Corp., 5.75%, 9/15/2025      445,000       459,463  
HCA, Inc., 5.375%, 2/01/2025      1,745,000       1,932,291  
HCA, Inc., 5.875%, 2/15/2026      1,045,000       1,180,850  
HCA, Inc., 5.25%, 6/15/2026      471,000       548,591  
HCA, Inc., 5.625%, 9/01/2028      160,000       186,232  
HCA, Inc., 3.5%, 9/01/2030      845,000       864,088  
HCA, Inc., 5.125%, 6/15/2039      287,000       349,352  

 

36


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Medical & Health Technology & Services - continued               
HealthSouth Corp., 5.125%, 3/15/2023    $ 820,000     $ 826,150  
Heartland Dental LLC, 8.5%, 5/01/2026 (n)      465,000       453,375  
IQVIA Holdings, Inc., 5%, 10/15/2026 (n)      835,000       865,390  
IQVIA Holdings, Inc., 5%, 5/15/2027 (n)      1,365,000       1,429,837  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      614,000       780,326  
LifePoint Health, Inc., 4.375%, 2/15/2027 (n)      240,000       237,530  
Memorial Sloan-Kettering Cancer Center, 2.955%, 1/01/2050      406,000       416,023  
New York Society for the Relief of the Ruptured & Crippled, 2.667%, 10/01/2050      750,000       687,517  
Radiology Partners, Inc., 9.25%, 2/01/2028 (n)      425,000       453,042  
Regional Care/LifePoint Health, Inc., 9.75%, 12/01/2026 (n)      880,000       948,200  
    

 

 

 
             $ 18,223,029  
Medical Equipment - 0.9%               
Abbott Ireland Financing DAC, 1.5%, 9/27/2026    EUR 350,000     $ 443,499  
Boston Scientific Corp., 0.625%, 12/01/2027      200,000       233,885  
DH Europe Finance II S.à r.l., 0.45%, 3/18/2028      100,000       117,561  
Hill-Rom Holdings, Inc., 4.375%, 9/15/2027 (n)    $ 910,000       940,713  
Teleflex, Inc., 4.875%, 6/01/2026      420,000       436,800  
Teleflex, Inc., 4.625%, 11/15/2027      1,115,000       1,175,795  
    

 

 

 
             $ 3,348,253  
Metals & Mining - 2.7%               
Anglo American Capital PLC, 5.625%, 4/01/2030 (n)    $ 371,000     $ 455,994  
Arconic Corp., 6%, 5/15/2025 (n)      645,000       682,894  
Baffinland Iron Mines Corp./Baffinland Iron Mines LP,     
8.75%, 7/15/2026 (n)      635,000       665,162  
Big River Steel LLC/BRS Finance Corp., 6.625%, 1/31/2029 (n)      450,000       463,500  
Cleveland-Cliffs, Inc., 6.75%, 3/15/2026 (n)      25,000       26,250  
Compass Minerals International, Inc., 6.75%, 12/01/2027 (n)      675,000       732,186  
First Quantum Minerals Ltd., 6.875%, 3/01/2026 (n)      200,000       198,500  
First Quantum Minerals Ltd., 6.875%, 10/15/2027 (n)      463,000       461,838  
Freeport-McMoRan, Inc., 5%, 9/01/2027      670,000       698,609  
Freeport-McMoRan, Inc., 4.375%, 8/01/2028      465,000       485,344  
Freeport-McMoRan, Inc., 5.25%, 9/01/2029      670,000       723,600  
Glencore Capital Finance DAC, 1.125%, 3/10/2028    EUR 425,000       495,243  
Grinding Media, Inc./Moly-Cop AltaSteel Ltd., 7.375%, 12/15/2023 (n)    $ 630,000       636,300  
Kaiser Aluminum Corp., 4.625%, 3/01/2028 (n)      1,042,000       1,026,370  
Novelis Corp., 5.875%, 9/30/2026 (n)      1,015,000       1,047,358  
Petra Diamonds US$ Treasury PLC, 7.25%, 5/01/2022 (a)(d)(n)      263,000       113,090  
SunCoke Energy Partners LP/SunCoke Energy Partners     
Finance Corp., 7.5%, 6/15/2025 (n)      410,000       366,950  
TMS International Corp., 7.25%, 8/15/2025 (n)      790,000       752,475  
    

 

 

 
             $ 10,031,663  

 

37


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Midstream - 3.8%               
AI Candelaria Spain SLU, 7.5%, 12/15/2028 (n)    $ 1,248,000     $ 1,347,853  
Cheniere Energy Partners LP, 5.25%, 10/01/2025      1,475,000       1,500,370  
Cheniere Energy Partners LP, 4.5%, 10/01/2029      400,000       407,808  
EnLink Midstream Partners LP, 4.85%, 7/15/2026      275,000       234,699  
EQM Midstream Partners LP, 6%, 7/01/2025 (n)      176,000       180,400  
EQM Midstream Partners LP, 6.5%, 7/01/2027 (n)      170,000       178,295  
EQM Midstream Partners LP, 5.5%, 7/15/2028           1,340,000       1,357,085  
Genesis Energy LP/Genesis Energy Finance Corp., 5.625%, 6/15/2024      180,000       154,838  
Genesis Energy LP/Genesis Energy Finance Corp., 6.25%, 5/15/2026      576,500       461,321  
GNL Quintero S.A., 4.634%, 7/31/2029 (n)      530,000       576,905  
MPLX LP, 4.5%, 4/15/2038      371,000       375,798  
Northriver Midstream Finance LP, 5.625%, 2/15/2026 (n)      830,000       822,115  
NuStar Logistics, LP, 5.75%, 10/01/2025      708,000       712,836  
Peru LNG, 5.375%, 3/22/2030      1,047,000       800,955  
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/2029      436,000       418,083  
Sabine Pass Liquefaction LLC, 5%, 3/15/2027      500,000       561,326  
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028      400,000       434,268  
Sabine Pass Liquefaction LLC, 4.5%, 5/15/2030 (n)      507,000       567,191  
Targa Resources Partners LP/Targa Resources Finance Corp., 5.375%, 2/01/2027      865,000       869,325  
Targa Resources Partners LP/Targa Resources Finance Corp., 6.875%, 1/15/2029      430,000       461,175  
Targa Resources Partners LP/Targa Resources Finance Corp., 4.875%, 2/01/2031 (n)      275,000       268,375  
Western Midstream Operating LP, 5.05%, 2/01/2030      990,000       939,178  
Western Midstream Operation LP, 4.65%, 7/01/2026      375,000       360,000  
    

 

 

 
             $ 13,990,199  
Mortgage-Backed - 0.5%               
Fannie Mae, TBA, 3%, 11/17/2035 - 12/25/2035    $ 1,850,000     $ 1,937,063  
Municipals - 0.5%               
Commonwealth of Puerto Rico, Public Improvement, ”C-7“, NATL, 6%, 7/01/2027    $ 50,000     $ 51,214  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), ”C“, 5.45%, 8/15/2028      209,000       236,659  
ProMedica Toledo Hospital, ”B“, AGM, 6.015%, 11/15/2048      400,000       551,078  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority Rev. (Cogeneration Facilities - AES Puerto Rico Project), 9.12%, 6/01/2022      285,000       292,125  

 

38


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Municipals - continued               
State of Florida, ”A“, 2.154%, 7/01/2030    $ 691,000     $ 692,071  
    

 

 

 
             $ 1,823,147  
Natural Gas - Distribution - 0.8%               
CenterPoint Energy Resources Corp., 1.75%, 10/01/2030    $ 1,197,000     $ 1,201,991  
ENGIE S.A., 0.5%, 10/24/2030    EUR 400,000       479,235  
Naturgy Finance B.V., 1.25%, 1/15/2026      300,000       370,701  
NiSource, Inc., 2.95%, 9/01/2029    $ 826,000       890,492  
    

 

 

 
             $ 2,942,419  
Natural Gas - Pipeline - 0.2%               
APT Pipelines Ltd., 5%, 3/23/2035 (n)    $ 542,000     $ 669,034  
Network & Telecom - 0.6%               
C&W Senior Financing DAC, 6.875%, 9/15/2027 (n)    $ 450,000     $ 473,850  
Cablevision Lightpath LLC, 5.625%, 9/15/2028 (n)      485,000       489,850  
Front Range BidCo, Inc., 6.125%, 3/01/2028 (n)      570,000       574,988  
Verizon Communications, Inc., 0.875%, 3/19/2032    EUR 360,000       428,238  
Verizon Communications, Inc., 4%, 3/22/2050    $ 175,000       210,860  
    

 

 

 
             $ 2,177,786  
Oil Services - 0.2%               
Diamond Offshore Drill Co., 5.7%, 10/15/2039 (a)(d)    $ 560,000     $ 37,800  
Ensign Drilling, Inc., 9.25%, 4/15/2024 (n)      425,000       146,625  
Halliburton Co., 5%, 11/15/2045      420,000       416,174  
    

 

 

 
             $ 600,599  
Oils - 0.7%               
Neste Oyj, 1.5%, 6/07/2024    EUR 500,000     $ 600,925  
PBF Holding Co. LLC/PBF Finance Corp., 7.25%, 6/15/2025    $ 470,000       195,050  
PBF Holding Co. LLC/PBF Finance Corp., 6%, 2/15/2028 (n)      415,000       159,754  
Puma International Financing S.A., 5%, 1/24/2026      900,000       740,250  
Thaioil Treasury Center Co. Ltd., 5.375%, 11/20/2048 (n)      359,000       419,081  
Valero Energy Corp., 2.85%, 4/15/2025      341,000       349,321  
    

 

 

 
             $ 2,464,381  
Other Banks & Diversified Financials - 2.4%               
Alpha Bank, 4.25%, 2/13/2030    EUR 740,000     $ 711,019  
Banca Monte dei Paschi di Siena S.p.A., 2.625%, 4/28/2025      625,000       712,015  
Bangkok Bank (Hong Kong), 4.05%, 3/19/2024 (n)    $ 1,046,000       1,133,168  
Belfius Bank S.A., 0.375%, 9/02/2025    EUR 300,000       349,207  
Commerzbank AG, 0.75%to 3/24/2025, FLR (EURIBOR - 3mo. + 1.3%) to 3/24/2026      100,000       116,663  

 

39


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Other Banks & Diversified Financials - continued               
Deutsche Bank AG, 2.625%, 12/16/2024    GBP 500,000     $ 663,412  
Deutsche Bank AG, 1.375% to 9/03/2025, FLR (EURIBOR - 3mo. + 1.85%) to 9/03/2026    EUR 400,000       467,154  
Groupe BPCE S.A., 4.5%, 3/15/2025 (n)    $ 652,000       723,843  
Groupe BPCE S.A., 1.375%, 12/23/2026    GBP 300,000       397,307  
ING Groep N.V., 2.125% to 5/26/2026, FLR (EUR Swap Rate - 5yr. + 2.4%) to 5/26/2031    EUR 300,000       364,024  
Intesa Sanpaolo S.p.A., 2.125%, 5/26/2025      340,000       422,065  
Intesa Sanpaolo S.p.A., 2.5%, 1/15/2030    GBP 350,000       458,865  
JSC Kazkommertsbank, 5.5%, 12/21/2022    $ 910,653       909,808  
KBC Group N.V., 0.375% to 6/16/2026, FLR (EURIBOR - 3mo. + 0.72%) to 6/16/2027    EUR 200,000       235,164  
UBS AG, 5.125%, 5/15/2024    $ 981,000       1,075,706  
Virgin Money UK PLC, 5.125% to 12/11/2025, FLR (GBP     
Government Yield - 5yr. + 5.25%) to 12/11/2030    GBP 150,000       193,314  
    

 

 

 
             $ 8,932,734  
Personal Computers & Peripherals - 0.2%               
NCR Corp., 5%, 10/01/2028 (n)    $ 715,000     $ 707,850  
Pharmaceuticals - 1.4%               
Bausch Health Companies, Inc., 5.5%, 3/01/2023 (n)    $ 275,000     $ 274,312  
Bausch Health Companies, Inc., 6.125%, 4/15/2025 (n)      2,000,000       2,053,500  
Bausch Health Companies, Inc., 5%, 1/30/2028 (n)      540,000       533,725  
Bayer AG, 1.375%, 7/06/2032    EUR 300,000       362,503  
Emergent BioSolutions, Inc., 3.875%, 8/15/2028 (n)    $ 760,000       763,800  
Jaguar Holding Co. II / Pharmaceutical Development LLC, 5%, 6/15/2028 (n)      449,000       467,997  
Par Pharmaceutical, Inc., 7.5%, 4/01/2027 (n)      405,000       429,300  
Takeda Pharmaceutical Co. Ltd., 1.375%, 7/09/2032    EUR 323,000       396,591  
    

 

 

 
             $ 5,281,728  
Pollution Control - 0.2%               
GFL Environmental, Inc., 3.75%, 8/01/2025 (n)    $ 225,000     $ 225,000  
GFL Environmental, Inc., 7%, 6/01/2026 (n)      385,000       401,363  
GFL Environmental, Inc., 8.5%, 5/01/2027 (n)      246,000       268,140  
    

 

 

 
             $ 894,503  
Precious Metals & Minerals - 0.1%               
IAMGOLD Corp., 5.75%, 10/15/2028 (n)    $ 555,000     $ 555,444  
Printing & Publishing - 0.4%               
Cimpress N.V., 7%, 6/15/2026 (n)    $ 770,000     $ 766,150  
Meredith Corp., 6.875%, 2/01/2026      645,000       534,544  

 

40


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Printing & Publishing - continued               
Wolters Kluwer N.V., 0.75%, 7/03/2030    EUR 295,000     $ 355,440  
    

 

 

 
             $ 1,656,134  
Railroad & Shipping - 0.5%               
Lima Metro Line 2 Finance Ltd., 5.875%, 7/05/2034    $ 531,281     $ 642,186  
Lima Metro Line 2 Finance Ltd., 4.35%, 4/05/2036 (n)      314,000       343,359  
Watco Cos. LLC/Watco Finance Corp., 6.5%, 6/15/2027 (n)      670,000       695,125  
    

 

 

 
             $ 1,680,670  
Real Estate - Apartment - 0.1%               
Mid-America Apartment Communities, 1.7%, 2/15/2031    $ 570,000     $ 552,577  
Real Estate - Healthcare - 0.3%               
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026    $ 740,000     $ 767,750  
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027      435,000       455,206  
    

 

 

 
             $ 1,222,956  
Real Estate - Office - 0.3%               
Alexandria Real Estate Equities, Inc., REIT, 1.875%, 2/01/2033    $ 431,000     $ 419,274  
Boston Properties, Inc., REIT, 3.125%, 9/01/2023      332,000       351,093  
Corporate Office Property LP, 2.25%, 3/15/2026      391,000       395,611  
    

 

 

 
             $ 1,165,978  
Real Estate - Other - 0.6%               
Lexington Realty Trust Co., 2.7%, 9/15/2030    $ 506,000     $ 510,860  
Ryman Hospitality Properties, Inc., REIT, 4.75%, 10/15/2027 (n)      599,000       553,548  
SELP Finance S.à r.l., 1.5%, 12/20/2026    EUR 360,000       441,339  
W.P. Carey, Inc., 2.4%, 2/01/2031    $ 756,000       746,361  
    

 

 

 
             $ 2,252,108  
Real Estate - Retail - 0.8%               
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030    $ 710,000     $ 767,371  
Realty Income Corp., REIT, 3.25%, 1/15/2031      613,000       670,532  
Regency Centers Corp., 3.7%, 6/15/2030      901,000       984,082  
VEREIT Operating Partnership LP, REIT, 3.4%, 1/15/2028      223,000       234,003  
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029      485,000       491,995  
    

 

 

 
             $ 3,147,983  
Restaurants - 0.2%               
Golden Nugget, Inc., 6.75%, 10/15/2024 (n)    $ 805,000     $ 681,650  

 

41


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Retailers - 0.8%               
Best Buy Co., Inc., 1.95%, 10/01/2030    $ 667,000     $ 654,539  
Home Depot, Inc., 2.125%, 9/15/2026      700,000       751,058  
L Brands, Inc., 5.25%, 2/01/2028      1,140,000       1,122,900  
L Brands, Inc., 6.625%, 10/01/2030 (n)      275,000       288,750  
    

 

 

 
             $ 2,817,247  
Specialty Chemicals - 0.2%               
Univar Solutions USA, Inc., 5.125%, 12/01/2027 (n)    $ 722,000     $ 748,223  
Specialty Stores - 0.6%               
Group 1 Automotive, Inc., 4%, 8/15/2028 (n)    $ 434,000     $ 434,542  
Penske Automotive Group Co., 5.375%, 12/01/2024      535,000       546,369  
Penske Automotive Group Co., 5.5%, 5/15/2026      520,000       536,575  
PetSmart, Inc., 7.125%, 3/15/2023 (n)      405,000       405,506  
PetSmart, Inc., 8.875%, 6/01/2025 (n)      225,000       230,344  
Richemont International Holding S.A., 0.75%, 5/26/2028    EUR 218,000       266,566  
    

 

 

 
             $ 2,419,902  
State & Local Agencies - 0.2%               
New Jersey Economic Development Authority State Pension Funding Rev., ”A“, NATL, 7.425%, 2/15/2029    $ 526,000     $ 649,926  
Supermarkets - 0.7%               
Albertsons Cos. LLC/Safeway, Inc., 5.75%, 3/15/2025    $ 353,000     $ 363,811  
Albertsons Cos. LLC/Safeway, Inc., 4.625%, 1/15/2027 (n)      1,000,000       1,031,145  
Albertsons Cos. LLC/Safeway, Inc., 5.875%, 2/15/2028 (n)      55,000       58,162  
Auchan Holding S.A., 2.875%, 1/29/2026    EUR 300,000       381,428  
Auchan Holding S.A., 3.25%, 7/23/2027      200,000       262,002  
Loblaw Cos. Ltd., 4.86%, 9/12/2023    CAD 421,000       347,639  
    

 

 

 
             $ 2,444,187  
Supranational - 0.7%               
Corporacion Andina de Fomento, 1.625%, 6/03/2025    EUR 630,000     $ 773,961  
International Bank for Reconstruction and Development, 4.25%, 6/24/2025    AUD 405,000       334,514  
West African Development Bank, 4.7%, 10/22/2031    $ 463,000       486,150  
West African Development Bank, 4.7%, 10/22/2031 (n)      806,000       846,300  
    

 

 

 
             $ 2,440,925  
Telecommunications - Wireless - 4.3%               
Altice France S.A., 7.375%, 5/01/2026 (n)    $ 1,215,000     $ 1,268,095  
Altice France S.A., 8.125%, 2/01/2027 (n)      650,000       706,875  
Altice France S.A., 5.5%, 1/15/2028 (n)      200,000       202,625  
Altice France S.A., 6%, 2/15/2028 (n)      485,000       466,813  

 

42


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Telecommunications - Wireless - continued               
American Tower Corp., REIT, 3.5%, 1/31/2023    $ 743,000     $ 788,685  
American Tower Corp., REIT, 0.5%, 1/15/2028    EUR 475,000       552,258  
American Tower Corp., REIT, 3.8%, 8/15/2029    $ 602,000       685,036  
Crown Castle International Corp., 1.35%, 7/15/2025      271,000       273,699  
Crown Castle International Corp., 3.7%, 6/15/2026      314,000       349,952  
Digicel International Finance Ltd., 8.75%, 5/25/2024 (n)      400,000       399,500  
Millicom International Cellular S.A., 6.625%, 10/15/2026 (n)      683,000       735,932  
Rogers Communications, Inc., 3.7%, 11/15/2049      339,000       374,531  
SBA Communications Corp., 4.875%, 9/01/2024      1,000,000       1,021,800  
SBA Communications Corp., 3.875%, 2/15/2027 (n)      745,000       757,106  
Sprint Capital Corp., 6.875%, 11/15/2028      1,180,000       1,492,700  
Sprint Corp., 7.125%, 6/15/2024      290,000       333,558  
Sprint Corp., 7.625%, 3/01/2026      1,800,000       2,190,546  
Tele2 AB Co., 2.125%, 5/15/2028    EUR 400,000       517,183  
Telefónica Celular del Paraguay S.A., 5.875%, 4/15/2027 (n)    $ 900,000       958,050  
T-Mobile USA, Inc., 6.5%, 1/15/2026      590,000       614,780  
T-Mobile USA, Inc., 5.375%, 4/15/2027      1,125,000       1,200,937  
    

 

 

 
             $ 15,890,661  
Telephone Services - 0.1%               
Iliad S.A., 2.375%, 6/17/2026    EUR 300,000     $ 351,230  
Tobacco - 0.4%               
B.A.T. International Finance PLC, 2.25%, 6/26/2028    GBP 249,000     $ 328,160  
B.A.T. Netherlands Finance B.V., 2.375%, 10/07/2024    EUR 343,000       431,485  
Vector Group Ltd., 6.125%, 2/01/2025 (n)    $ 315,000       314,212  
Vector Group Ltd., 10.5%, 11/01/2026 (n)      350,000       360,500  
    

 

 

 
             $ 1,434,357  
Transportation - Services - 1.0%               
Abertis Infraestructuras S.A., 3.375%, 11/27/2026    GBP 500,000     $ 684,483  
Deutsche Bank AG, 0.375%, 5/20/2026    EUR 426,000       509,658  
Rumo Luxembourg S.à r.l., 5.875%, 1/18/2025    $ 1,212,000       1,268,067  
Transurban Finance Co., 1.75%, 3/29/2028    EUR 296,000       368,416  
Vinci S.A., 3.75%, 4/10/2029 (n)    $ 821,000       962,791  
    

 

 

 
             $ 3,793,415  
U.S. Treasury Obligations - 1.3%               
U.S. Treasury Bonds, 2.25%, 8/15/2049    $ 408,200     $ 468,330  
U.S. Treasury Notes, 1.125%, 8/15/2040 (f)      4,770,000       4,537,462  
    

 

 

 
             $ 5,005,792  

 

43


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued               
Utilities - Electric Power - 5.6%               
Adani Green Energy (UP) Ltd./Prayatna Developers Private     
Ltd., 6.25%, 12/10/2024 (n)    $ 1,601,000     $ 1,729,080  
American Electric Power Co., Inc., 2.3%, 3/01/2030      317,000       325,665  
AusNet Services Holdings Pty Ltd., 0.625%, 8/25/2030    EUR 300,000       361,247  
Clearway Energy Operating LLC, 5.75%, 10/15/2025    $ 1,645,000       1,723,138  
Clearway Energy Operating LLC, 4.75%, 3/15/2028 (n)      345,000       362,681  
Enel Finance International N.V., 3.5%, 4/06/2028 (n)      392,000       433,883  
Enel S.p.A., 8.75% to 9/24/2023, FLR (Swap Rate - 5yr. + 5.88%) to 9/24/2043, FLR (Swap Rate - 5yr. + 6.63%) to 9/24/2073 (n)      500,000       577,500  
Enel S.p.A., 6.625% to 9/15/2021, FLR (GBP Swap Rate - 5yr. + 4.089%) to 9/15/2026, FLR (GBP Swap Rate - 5yr. + 4.339%) to 9/15/2041, FLR (GBP Swap Rate - 5yr. + 5.089%) to 9/15/2076    GBP 230,000       309,867  
Enel S.p.A., 2.25% to 03/10/2027, FLR (EUR Swap Rate - 5yr. + 2.679%) to 03/10/2032, FLR (EUR Swap Rate - 5yr. + 2.929%) to 3/10/2047, FLR (EUR Swap Rate - 5yr. + 3.679%) to 12/31/2099    EUR 100,000       115,883  
ENGIE Energía Chile S.A., 4.5%, 1/29/2025 (n)    $ 1,023,000       1,125,741  
Evergy, Inc., 2.9%, 9/15/2029      918,000       976,846  
FirstEnergy Corp., 2.65%, 3/01/2030      496,000       483,198  
Georgia Power Co., 3.7%, 1/30/2050      446,000       497,599  
Listrindo Capital B.V., 4.95%, 9/14/2026      910,000       932,750  
Mong Duong Finance Holdings B.V., 5.125%, 5/07/2029      594,000       604,744  
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n)      1,180,000       1,236,050  
NextEra Energy Operating Co., 4.5%, 9/15/2027 (n)      780,000       852,150  
NextEra Energy, Inc., 4.25%, 7/15/2024 (n)      428,000       447,260  
PG&E Corp., 5%, 7/01/2028      935,000       937,361  
Southern California Edison Co.’s First & Refunding Mortgage Bonds, 3.65%, 2/01/2050      277,000       289,213  
Star Energy Geothermal (Wayang Windu) Ltd., 6.75%, 4/24/2033      779,113       858,377  
Terna S.p.A., 0.375%, 9/25/2030    EUR 250,000       294,954  
TerraForm Global Operating LLC, 6.125%, 3/01/2026 (n)    $ 400,000       404,000  
TerraForm Power Operating Co., 5%, 1/31/2028 (n)      985,000       1,081,358  
Transelec S.A., 4.25%, 1/14/2025 (n)      1,135,000       1,231,475  
Virginia Electric & Power Co., 3.5%, 3/15/2027      839,000       952,058  
Virginia Electric & Power Co., 2.875%, 7/15/2029      348,000       384,139  
WEC Energy Group, Inc., 1.8%, 10/15/2030      1,206,000       1,193,383  
    

 

 

 
             $ 20,721,600  
Utilities - Water - 0.0%               
Severn Trent Utilities Finance PLC, 2%, 6/02/2040    GBP 102,000     $ 137,947  
Total Bonds (Identified Cost, $443,620,992)            $ 457,330,902  
Common Stocks - 1.4%               
Construction - 0.1%               
ICA Tenedora, S.A. de C.V. (a)      127,848     $ 231,419  

 

44


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
     
Common Stocks - continued               
Energy - Independent - 0.0%               
Frontera Energy Corp.            20,290     $ 32,464  
Oil Services - 0.0%               
LTRI Holdings LP (a)(u)      520     $ 146,911  
Special Products & Services - 1.3%               
iShares iBoxx $ High Yield Corporate Bond ETF      58,000     $ 4,865,040  
Total Common Stocks (Identified Cost, $6,599,467)            $ 5,275,834  
Floating Rate Loans (r) - 0.3%               
Broadcasting - 0.0%               
Nexstar Broadcasting, Inc., Term Loan B4, 2.899%, 9/18/2026    $ 146,015     $ 142,000  
Cable TV - 0.0%               
CSC Holdings LLC, Term Loan B5, 2.648%, 4/15/2027    $ 150,860     $ 145,643  
Chemicals - 0.1%               
Axalta Coating Systems U.S. Holdings, Inc., Term Loan B3, 1.97%, 6/01/2024    $ 177,225     $ 171,686  
Element Solutions, Inc., Term Loan B1, 2.147%, 1/31/2026      150,480       146,718  
    

 

 

 
             $ 318,404  
Computer Software - Systems - 0.1%               
SS&C Technologies, Inc., Term Loan B5, 1.897%, 4/16/2025    $ 150,443     $ 146,010  
Medical & Health Technology & Services - 0.1%               
DaVita Healthcare Partners, Inc., Term Loan B, 1.897%, 8/12/2026    $ 150,483     $ 147,073  
Jaguar Holding Co. II, Term Loan, 3.5%, 8/18/2022      150,412       149,148  
    

 

 

 
             $ 296,221  
Pharmaceuticals - 0.0%               
Bausch Health Companies, Inc., Term Loan B, 2.899%, 11/27/2025    $ 138,972     $ 135,285  
Total Floating Rate Loans (Identified Cost, $1,218,208)

 

  $ 1,183,563  
      Strike Price     First Exercise                 
Warrants - 0.0%                              
Forest & Paper Products - 0.0%                        
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant, Expiration 6/13/23) (a)    $ 27.17       8/24/18        332     $ 42  
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant, Expiration 6/13/23) (a)      31.25       8/24/18        332       3  
Total Warrants (Identified Cost, $0)

 

                   $ 45  

 

45


Table of Contents

Portfolio of Investments – continued

 

Issuer                  Shares/Par     Value ($)  
Investment Companies (h) - 2.5%

 

                       
Money Market Funds - 2.5%                                 
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $9,181,459)

 

    9,181,652     $ 9,181,652  
Other Assets, Less Liabilities - (26.9)%                  

(100,336,816)

 
Net Assets - 100.0%                            $ 372,635,180  

 

(a)

Non-income producing security.

(d)

In default.

(f)

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

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $9,181,652 and $463,790,344, respectively.

(i)

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

(n)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $226,709,937, representing 60.8% of net assets.

(p)

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

(r)

The remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. The interest rate shown represents the weighted average of the floating interest rates on settled contracts within the loan facility at period end, unless otherwise indicated. The floating interest rates on settled contracts are determined periodically by reference to a base lending rate and a spread.

(u)

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

(v)

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

(z)

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

 

Restricted Securities   Acquisition
Date
  Cost     Value  
Afren PLC, 11.5%, 2/01/2016   1/27/11     $315,787       $163  
Afren PLC, 10.25%, 4/08/2019   3/01/12     208,401       107  
MF1 CLO Ltd., 2020-FL3, ”AS“, FLR, 2.998% (LIBOR - 1mo. + 2.85%), 7/15/2035   6/12/20     571,500       575,768  
Total Restricted Securities         $576,038  
% of Net assets         0.2%  

 

46


Table of Contents

Portfolio of Investments – continued

 

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

 

AGM   Assured Guaranty Municipal
CDO   Collateralized Debt Obligation
CLO   Collateralized Loan Obligation
CMT   Constant Maturity Treasury
ETF   Exchange-Traded Fund
EURIBOR   Euro Interbank Offered Rate
FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
ICE   Intercontinental Exchange
LIBOR   London Interbank Offered Rate
NATL   National Public Finance Guarantee Corp.
REIT   Real Estate Investment Trust
SOFR   Secured Overnight Financing Rate
TBA   To Be Announced

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

 

AUD   Australian Dollar
CAD   Canadian Dollar
CHF   Swiss Franc
EUR   Euro
GBP   British Pound
HKD   Hong Kong Dollar
JPY   Japanese Yen
KRW   South Korean Won
NOK   Norwegian Krone
NZD   New Zealand Dollar
SGD   Singapore Dollar

Derivative Contracts at 10/31/20

Forward Foreign Currency Exchange Contracts

 

Currency

Purchased

   

Currency

Sold

  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives        
GBP     271,000     USD   350,684   Goldman Sachs International     1/15/2021       $600  
HKD     19,818,000     USD   2,556,061   State Street Bank Corp.     1/15/2021       115  
JPY     121,283,000     USD   1,151,253   Merrill Lynch International     1/15/2021       8,473  
KRW     42,694,000     USD   36,001   JPMorgan Chase Bank N.A.     11/06/2020       1,624  
USD     1,454,303     AUD   2,023,578   Goldman Sachs International     1/15/2021       31,377  
USD     2,285,723     CAD   3,000,534   JPMorgan Chase Bank N.A.     1/15/2021       32,683  
USD     199,256     CHF   180,919   Merrill Lynch International     1/15/2021       1,481  
USD     35,790,771     EUR   30,396,539   Citibank N.A.     1/15/2021       325,347  
USD     10,664,555     EUR   9,002,755   HSBC Bank     12/21/2020       167,198  
USD     630,527     EUR   531,067   JPMorgan Chase Bank N.A.     1/15/2021       10,900  
USD     836,128     EUR   706,677   Merrill Lynch International     1/15/2021       11,605  
           

 

 

 
              $591,403  
           

 

 

 

 

47


Table of Contents

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts - continued

 

Currency

Purchased

   

Currency

Sold

  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives        
AUD     1,174,924     USD   841,757   Goldman Sachs International     1/15/2021       $(15,582
CAD     3,005,427     USD   2,289,154   JPMorgan Chase Bank N.A.     1/15/2021       (32,440
EUR     434,518     USD   510,430   JPMorgan Chase Bank N.A.     1/15/2021       (3,452
EUR     154,792     USD   183,396   Merrill Lynch International     1/15/2021       (2,791
EUR     1,008,690     USD   1,198,514   State Street Bank Corp.     1/15/2021       (21,616
EUR     443,557     USD   525,851   UBS AG     1/15/2021       (8,327
NOK     2,083,000     USD   225,953   JPMorgan Chase Bank N.A.     1/15/2021       (7,803
NZD     451,000     USD   299,677   Citibank N.A.     1/15/2021       (1,462
SGD     54,000     USD   39,810   Goldman Sachs International     1/15/2021       (275
USD     519,039     GBP   401,620   Brown Brothers Harriman     1/15/2021       (1,562
USD     5,218,168     GBP   4,031,125   JPMorgan Chase Bank N.A.     1/15/2021       (7,185
           

 

 

 
              $(102,495
           

 

 

 

Futures Contracts

 

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

 

       
Interest Rate Futures

 

       
Euro-Buxl 30 yr     Long       EUR       19     $5,062,082       December - 2020       $105,706  
U.S. Treasury Note 10 yr     Short       USD     458     63,304,188       December - 2020       544,444  
U.S. Treasury Ultra Note 10 yr     Short       USD       13     2,044,656       December - 2020       19,729  
           

 

 

 
              $669,879  
           

 

 

 
Liability Derivatives

 

       
Interest Rate Futures

 

       
Euro-Bobl 5 yr     Short       EUR     210     $33,230,611       December - 2020       $(179,035
Euro-Bund 10 yr     Short       EUR       98     20,105,005       December - 2020       (178,585
Long Gilt 10 yr     Short       GBP         9     1,581,961       December - 2020       (7,025
U.S. Treasury Bond     Long       USD         8     1,379,750       December - 2020       (32,278
U.S. Treasury Note 5 yr     Long       USD       48     6,028,875       December - 2020       (16,450
U.S. Treasury Ultra Bond     Long       USD       46     9,890,000       December - 2020       (340,199
           

 

 

 
              $(753,572
           

 

 

 

At October 31, 2020, the fund had cash collateral of $110,000 and other liquid securities with an aggregate value of $943,242 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/20

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

 

Assets         

Investments in unaffiliated issuers, at value (identified cost, $451,438,667)

     $463,790,344  

Investments in affiliated issuers, at value (identified cost, $9,181,459)

     9,181,652  

Cash

     331,700  

Restricted cash for

  

Forward foreign currency exchange contracts

     110,000  

Receivables for

  

Forward foreign currency exchange contracts

     591,403  

Net daily variation margin on open futures contracts

     94,265  

Investments sold

     4,317,873  

TBA sale commitments

     628,761  

Interest

     5,187,898  

Other assets

     10,256  

Total assets

     $484,244,152  
Liabilities         

Notes payable

     $100,000,000  

Payables for

  

Distributions

     210,099  

Forward foreign currency exchange contracts

     102,495  

Investments purchased

     5,898,907  

TBA purchase commitments

     2,570,883  

Capital shares reacquired

     2,432,964  

Payable to affiliates

  

Investment adviser

     19,677  

Administrative services fee

     480  

Transfer agent and dividend disbursing costs

     2,771  

Payable for independent Trustees’ compensation

     6,682  

Accrued interest expense

     68,144  

Deferred country tax expense payable

     96,020  

Accrued expenses and other liabilities

     199,850  

Total liabilities

     $111,608,972  

Net assets

     $372,635,180  
Net assets consist of         

Paid-in capital

     $385,534,922  

Total distributable earnings (loss)

     (12,899,742

Net assets

     $372,635,180  

Shares of beneficial interest outstanding (61,189,003 shares authorized less 995,505 capital shares to be retired)

     60,193,498  

Net asset value per share (net assets of $372,635,180 / 60,193,498 shares of beneficial interest outstanding)

     $6.19  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/20

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

 

Net investment income (loss)         

Income

  

Interest

     $22,092,216  

Dividends

     185,117  

Dividends from affiliated issuers

     100,400  

Other

     30,978  

Foreign taxes withheld

     (920

Total investment income

     $22,407,791  

Expenses

  

Management fee

     $2,583,200  

Transfer agent and dividend disbursing costs

     94,837  

Administrative services fee

     61,976  

Independent Trustees’ compensation

     62,682  

Stock exchange fee

     62,825  

Custodian fee

     57,881  

Shareholder communications

     161,600  

Audit and tax fees

     84,487  

Legal fees

     16,197  

Interest expense and fees

     1,262,034  

Miscellaneous

     60,799  

Total expenses

     $4,508,518  

Net investment income (loss)

     $17,899,273  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $3,688 country tax)

     $5,729,609  

Affiliated issuers

     1,438  

Written options

     21,830  

Futures contracts

     (2,574,927

Swap agreements

     1,587,764  

Forward foreign currency exchange contracts

     (2,397,521

Foreign currency

     (4,293

Net realized gain (loss)

     $2,363,900  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $52,767 decrease in deferred country tax)

     $(4,218,831

Affiliated issuers

     (1,455

Written options

     (2,481

Futures contracts

     (1,130,465

Swap agreements

     (1,817

Forward foreign currency exchange contracts

     1,485,065  

Translation of assets and liabilities in foreign currencies

     (144

Net unrealized gain (loss)

     $(3,870,128

Net realized and unrealized gain (loss)

     $(1,506,228

Change in net assets from operations

     $16,393,045  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
     10/31/20      10/31/19  
Change in net assets              
From operations                  

Net investment income (loss)

     $17,899,273        $18,396,387  

Net realized gain (loss)

     2,363,900        (2,296,189

Net unrealized gain (loss)

     (3,870,128      34,699,386  

Change in net assets from operations

     $16,393,045        $50,799,584  

Distributions to shareholders

     $(21,730,896      $(18,671,582

Tax return of capital distributions to shareholders

     $(9,307,914      $(13,664,509

Change in net assets from fund share transactions

     $(20,578,380      $(18,139,266

Total change in net assets

     $(35,224,145      $324,227  
Net assets                  

At beginning of period

     407,859,325        407,535,098  

At end of period

     $372,635,180        $407,859,325  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 10/31/20

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

 

Cash flows from operating activities:         

Change in net assets from operations

     $16,393,045  
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (384,508,649

Proceeds from disposition of investment securities

     413,526,911  

Proceeds from disposition of short-term investments, net

     6,075,829  

Realized gain/loss on investments

     (5,733,297

Unrealized appreciation/depreciation on investments

     4,273,053  

Unrealized appreciation/depreciation on foreign currency contracts

     (1,485,065

Unrealized appreciation/depreciation on swaps

     1,817  

Net amortization/accretion of income

     385,093  

Decrease in interest receivable

     626,414  

Decrease in accrued expenses and other liabilities

     (40,240

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

     (94,265

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

     (387,966

Decrease in other assets

     523  

Decrease in interest payable

     (138,867

Net cash provided by operating activities

     $48,894,336  
Cash flows from financing activities:         

Distributions paid in cash

     (31,030,840

Repurchase of shares of beneficial interest

     (18,145,416

Net cash used by financing activities

     $(49,176,256

Net decrease in cash and restricted cash

     $(281,920
Cash and restricted cash:         

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

     $723,620  

End of period

     $441,700  

Supplemental disclosure of cash flow information:

Cash paid during the year ended October 31, 2020 for interest was $1,400,901.

See Notes to Financial Statements

 

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Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

    Year ended  
    10/31/20     10/31/19     10/31/18     10/31/17     10/31/16  

Net asset value, beginning of period

    $6.37       $6.06       $6.67       $6.73       $6.76  
Income (loss) from investment operations

 

Net investment income (loss) (d)

    $0.29       $0.28       $0.25       $0.30 (c)      $0.34  

Net realized and unrealized gain (loss)

    (0.01     0.50       (0.38     0.15       0.15  

Total from investment operations

    $0.28       $0.78       $(0.13     $0.45       $0.49  
Less distributions declared to shareholders

 

From net investment income

    $(0.34     $(0.29     $(0.29     $(0.31     $(0.37

From tax return of capital

    (0.15     (0.21     (0.22     (0.23     (0.16

Total distributions declared to shareholders

    $(0.49     $(0.50     $(0.51     $(0.54     $(0.53

Net increase from repurchase of capital shares

    $0.03       $0.03       $0.03       $0.03       $0.01  

Net asset value, end of period (x)

    $6.19       $6.37       $6.06       $6.67       $6.73  

Market value, end of period

    $5.67       $6.01       $5.24       $6.16       $5.97  

Total return at market value (%)

    2.77       25.05       (7.01     12.50       9.93  

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

    5.86       14.60       (0.68     8.06 (c)      8.89  
Ratios (%) (to average net assets)
and Supplemental data:

 

Expenses (f)

    1.17       1.56       1.33       1.10 (c)      1.10  

Net investment income (loss)

    4.63       4.54       4.00       4.45 (c)      5.13  

Portfolio turnover

    78       65       47       50       36  

Net assets at end of period (000 omitted)

    $372,635       $407,859       $407,535       $471,461       $504,331  
Supplemental Ratios (%):

 

               

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

    0.84       0.84       0.80       0.78 (c)      0.87  
Senior Securities:                                        

Total notes payable outstanding (000 omitted)

    $100,000       $100,000       $100,000       $100,000       $100,000  

Asset coverage per $1,000 of indebtedness (k)

    $4,726       $5,079       $5,075       $5,715       $6,043  

 

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Financial Highlights – continued

 

(c)

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

(d)

Per share data is based on average shares outstanding.

(f)

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

(j)

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

(k)

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

(s)

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

(x)

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

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, accounting, and auditing systems, and greater political, social, and economic instability than developed markets.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

 

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In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For callable debt securities purchased at a premium that have explicit, non-contingent call features and that are callable at fixed prices on preset dates, ASU 2017-08 requires the premium to be amortized to the earliest call date. The fund adopted ASU 2017-08 as of the beginning of the reporting period on a modified retrospective basis. The adoption resulted in a change in accounting principle, since the fund had historically amortized such premiums to maturity for U.S. GAAP. As a result of the adoption, the fund recognized a cumulative effect adjustment that decreased the beginning of period cost of investments and increased the unrealized appreciation on investments by offsetting amounts. Adoption had no impact on the fund’s net assets or any prior period information presented in the financial statements. With respect to the fund’s results of operations, amortization of premium to first call date under ASU 2017-08 accelerates amortization with the intent of more closely aligning the recognition of income on such bonds with the economics of the instrument.

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

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

 

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Notes to Financial Statements – continued

 

for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued using valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

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

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of

 

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Notes to Financial Statements – continued

 

input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2020 in valuing the fund’s assets or liabilities:

 

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

United States

     $4,865,040       $45       $146,911        $5,011,996  

Mexico

           231,419              231,419  

Canada

     32,464                    32,464  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents            5,005,792              5,005,792  
Non-U.S. Sovereign Debt            68,151,475              68,151,475  
Municipal Bonds            2,592,486              2,592,486  
U.S. Corporate Bonds            254,386,187              254,386,187  
Residential Mortgage-Backed Securities            1,937,063              1,937,063  
Commercial Mortgage-Backed Securities            5,094,501              5,094,501  
Asset-Backed Securities (including CDOs)            7,379,322              7,379,322  
Foreign Bonds            112,784,076              112,784,076  
Floating Rate Loans            1,183,563              1,183,563  
Mutual Funds      9,181,652                    9,181,652  
Total      $14,079,156       $458,745,929       $146,911        $472,971,996  
Other Financial Instruments               
Futures Contracts – Assets      $669,879       $—       $—        $669,879  
Futures Contracts – Liabilities      (753,572                  (753,572
Forward Foreign Currency Exchange Contracts – Assets            591,403              591,403  
Forward Foreign Currency Exchange          
Contracts – Liabilities            (102,495            (102,495

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

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.

 

     Equity
Securities
 
Balance as of 10/31/19      $263,011  

Change in unrealized appreciation or depreciation

     (116,100
Balance as of 10/31/20      $146,911  

 

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Notes to Financial Statements – continued

 

The net change in unrealized appreciation or depreciation from investments held as level 3 at October 31, 2020 is $(116,100). At October 31, 2020, the fund held one level 3 security.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

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

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

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2020 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $669,879       $(753,572
Foreign Exchange   Forward Foreign Currency Exchange Contracts     591,403       (102,495
Total       $1,261,282       $(856,067

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

 

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The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
    Swap
Agreements
     Forward
Foreign
Currency
Exchange
Contracts
    Unaffiliated
Issuers
(Purchased
Options)
    Written
Options
 
Interest Rate      $(2,574,927     $—        $—       $—       $—  
Foreign Exchange                   (2,397,521            
Credit            1,587,764              (480,871     21,830  
Total      $(2,574,927     $1,587,764        $(2,397,521     $(480,871     $21,830  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
    Swap
Agreements
    Forward
Foreign
Currency
Exchange
Contracts
     Unaffiliated
Issuers
(Purchased
Options)
    Written
Options
 
Interest Rate      $(1,130,465     $—       $—        $—       $—  
Foreign Exchange                  1,485,065               
Credit            (1,817            (3,887     (2,481
Total      $(1,130,465     $(1,817     $1,485,065        $(3,887     $(2,481

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

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral

 

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

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

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

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

Purchased Options – The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge

 

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against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.

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

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

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

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

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

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

 

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

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

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

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

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

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

 

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payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations. The change in unrealized appreciation or depreciation on swap agreements in the Statement of Operations reflects the aggregate change over the reporting period in the value of swaps net of any unamortized premiums paid or received.

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

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

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this

 

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financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Statement of Cash Flows – Information on financial transactions which have been settled through the receipt or disbursement of cash or restricted cash is presented in the Statement of Cash Flows. Cash as presented in the fund’s Statement of Assets and Liabilities includes cash on hand at the fund’s custodian bank and does not include any short-term investments. Restricted cash is presented in the fund’s Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives and represents cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts.

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

 

     10/31/20  
Cash      $331,700  
Restricted cash      110,000  
Restricted cash included in deposits with brokers       
Total cash and restricted cash in the Statement of Cash Flows      $441,700  

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Some securities may be purchased or sold on an extended settlement basis, which means that the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the customary settlement period. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

 

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

The fund may purchase or sell mortgage-backed securities on a “To Be Announced” (TBA) basis. A TBA transaction is subject to extended settlement and typically does not designate the actual security to be delivered, but instead includes an approximate principal amount. The price of the TBA security and the date that it will be settled are fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations and no interest accrues to the fund until settlement takes place. TBA purchase and sale commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy and included in TBA purchase and TBA sale commitments in the Statement of Assets and Liabilities. Losses may arise as a result of changes in the value of the TBA investment prior to settlement date or due to counterparty non-performance. At the time that it enters into a TBA transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments.

The fund may also enter into mortgage dollar rolls, typically TBA dollar rolls, in which the fund sells TBA mortgage-backed securities to financial institutions and simultaneously agrees to repurchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase, the fund will not be entitled to receive interest and principal payments on the securities sold. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions. Dollar roll transactions involve the risk that the market value of the securities that the fund is required to purchase may decline below the agreed upon repurchase price of those securities.

To mitigate the counterparty credit risk on TBA transactions, mortgage dollar rolls, and other types of forward settling mortgage-backed and asset-backed security transactions, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

For mortgage-backed and asset-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and an amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to

 

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cover the fund’s collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

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

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

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

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

 

     Year ended
10/31/20
     Year ended
10/31/19
 
Ordinary income (including any short-term capital gains)      $21,730,896        $18,671,582  
Tax return of capital (b)      9,307,914        13,664,509  
Total distributions      $31,038,810        $32,336,091  

 

(b)

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

 

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

 

As of 10/31/20       
Cost of investments      $466,630,241  
Gross appreciation      19,420,905  
Gross depreciation      (12,673,935
Net unrealized appreciation (depreciation)      $6,746,970  
Capital loss carryforwards      (19,384,786
Other temporary differences      (261,926

As of October 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Long-Term      $(19,384,786

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.34% of the fund’s average daily net assets and 5.40% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. The management fee, from net assets and gross income, incurred for the year ended October 31, 2020 was equivalent to an annual effective rate of 0.67% of the fund’s average daily net assets.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2020, these fees paid to MFSC amounted to $33,143.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2020 was equivalent to an annual effective rate of 0.0160% of the fund’s average daily net assets.

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

 

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Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $2,744 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2020. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $6,668 at October 31, 2020, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

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

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended October 31, 2020, the fund engaged in purchase transactions pursuant to this policy, which amounted to $1,198,560.

(4) Portfolio Securities

For the year ended October 31, 2020, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $56,610,080        $83,342,421  
Non-U.S. Government securities      314,436,658        322,472,566  

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest. The fund repurchased 3,788,454 shares of beneficial interest during the year ended October 31, 2020 at an average price per share of $5.43 and a weighted average discount of 9.05% per share. The fund repurchased 3,218,293 shares of beneficial interest during the year ended October 31, 2019 at an average price per share of $5.64 and a weighted average discount of 8.64% per share. Transactions in fund shares were as follows:

 

     Year ended
10/31/20
     Year ended
10/31/19
 
     Shares      Amount      Shares      Amount  
Capital shares repurchased      (3,788,454      $(20,578,380      (3,218,293      $(18,139,266

(6) Loan Agreement

The fund has a credit agreement with a bank for a revolving secured line of credit that can be drawn upon up to $100,000,000. At October 31, 2020, the fund had outstanding borrowings under this agreement in the amount of $100,000,000, which

 

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are secured by a lien on the fund’s assets. The loan’s carrying value in the fund’s Statement of Assets and Liabilities approximates its fair value. The loan value as of the reporting date is considered level 2 under the fair value hierarchy. The credit agreement matures on August 19, 2021. Borrowings under the agreement can be made for liquidity or leverage purposes. Interest is charged at a rate per annum equal to LIBOR plus an agreed upon spread with the option to choose LIBOR periods of overnight, 1, 2, 3, or 6 months, or at the option of the borrower an alternate base rate plus an agreed upon spread. The fund incurred interest expense of $1,255,106 during the period, which is included in “Interest expense and fees” in the Statement of Operations. The fund may also be charged a commitment fee based on the average daily unused portion of the line of credit. The fund did not incur a commitment fee during the period. For the year ended October 31, 2020, the average loan balance was $100,000,000 at a weighted average annual interest rate of 1.26%. The fund is subject to certain covenants including, but not limited to, requirements with respect to asset coverage, portfolio diversification and liquidity.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $15,258,936       $149,585,677       $155,662,944       $1,438       $(1,455     $9,181,652  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $100,400       $—  

(8) Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of MFS Multimarket Income Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Multimarket Income Trust (the “Fund”), including the portfolio of investments, as of October 31, 2020, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2020, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

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

 

LOGO

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

Boston, Massachusetts

December 16, 2020

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Multimarket Income Trust, which was held on October 1, 2020, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Shares  

Nominee

   For      Withheld Authority  
Steven E. Buller      43,807,294.408        7,512,013.761  
Peter D. Jones      50,487,706.067        831,602.102  
John P. Kavanaugh      50,348,433.398        970,874.771  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2020, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations
During

the Past
Five Years

 

Other

Directorships
During
the Past
Five Years  (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   2022   133   Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)   N/A

Robin A. Stelmach (k)*

(age 59)

  Trustee   January 2014   2021   133   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   2023   133   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   2023   133   Private investor; Financial Accounting Standards Advisory Council, Chairman (2014-2015)   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   2021   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations
During

the Past
Five Years

 

Other

Directorships
During
the Past
Five Years  (j)

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   2022   133   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   2023   133   Private investor; Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015); Franklin Templeton Distributors, Inc. (investment management), President (until 2015)   N/A

James W. Kilman, Jr.

(age 59)

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

Alpha-En Corporation, Director

(2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   2021   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   2022   133   Private investor   N/A

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations
During

the Past
Five Years

 

Other

Directorships
During
the Past
Five Years  (j)

Laurie J. Thomsen
(age 63)
  Trustee   March 2005   2022   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of

MFS Funds

for which

the Person is

an Officer

 

Principal
Occupations During

the Past Five Years

OFFICERS          
Christopher R. Bohane (k)
(age 46)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   N/A   133  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

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

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   N/A   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   N/A   133   Massachusetts Financial Services Company, Senior Vice President

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of

MFS Funds

for which

the Person is

an Officer

 

Principal
Occupations During

the Past Five Years

Heidi W. Hardin (k)

(age 53)

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

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   N/A   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant
Secretary and Assistant Clerk
  September 2018   N/A   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 49)

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

Matthew A. Stowe (k)

(age 46)

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

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   N/A   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)
James O. Yost (k)
(age 60)
  Treasurer   September 1990   N/A   133   Massachusetts Financial Services Company, Senior Vice President

 

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Trustees and Officers – continued

 

 

(h)

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

(j)

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

(k)

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

*

As of December 31, 2020, Mrs. Stelmach will retire as Trustee.

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

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

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

 

 

Investment Adviser   Custodian
Massachusetts Financial Services Company   State Street Bank and Trust Company

111 Huntington Avenue

Boston, MA 02199-7618

 

1 Lincoln Street

Boston, MA 02111-2900

Portfolio Manager(s)   Independent Registered Public Accounting Firm
Robert Spector   Ernst & Young LLP
Ward Brown   200 Clarendon Street
David Cole   Boston, MA 02116
Pilar Gomez-Bravo  
Andy Li  
Henry Peabody  
Robert Persons  
Matt Ryan  
Michael Skatrud  
 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

MFS Multimarket Income Trust

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2019 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of

 

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various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

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

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 11th out of a total of 22 funds in the Broadridge performance universe for this five-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 4th out of a total of 29 funds for the one-year period and 12th out of a total of 26 funds for the three-year period ended December 31, 2019. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for each of the one-, three- and five-year periods ended December 31, 2019 (one-year: 17.7% total return for the Fund versus 12.9% total return for the benchmark; three-year: 7.6% total return for the Fund versus 5.8% total return for the benchmark; five-year: 6.7% total return for the Fund versus 5.1% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during

 

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the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

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

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

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

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

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

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

 

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Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

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

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/closedendfunds by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/closedendfunds by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

Additional information about the fund (e.g., performance, dividends and the fund’s price history) is also available at mfs.com/closedendfunds by choosing the fund’s name, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

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

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

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Proposed Treasury Regulation §1.163(j)-1(b).

 

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rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

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

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

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

 

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Page 2  

 

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

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

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

 

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LOGO

 

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

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

WRITE

Computershare Trust Company, N.A.

P.O. Box 505005

Louisville, KY 40233-5005

 

New York Stock Exchange Symbol: MMT


Table of Contents
ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

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

For the fiscal years ended October 31, 2020 and 2019, audit fees billed to the Fund by E&Y were as follows:

 

     Audit Fees  
     2020      2019  

Fees billed by E&Y:

     

MFS Multimarket Income Trust

     60,220        59,226  


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For the fiscal years ended October 31, 2020 and 2019, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

    Audit-Related Fees1      Tax Fees2      All Other Fees3  
    2020     2019      2020      2019      2020      2019  

Fees billed by E&Y:

               

To MFS Multimarket Income Trust

   
12,077
 
   
11,875
 
     11,103        10,927        1,110        1,116  
    Audit-Related Fees1      Tax Fees2      All Other Fees3  
    2020     2019      2020      2019      2020      2019  

Fees billed by E&Y:

               

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

    1,790,828       1,679,277        0        0        104,750        104,750  

 

     Aggregate Fees for Non-audit
Services
 
     2020      2019  

Fees Billed by E&Y:

     

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

     2,130,598        2,033,145  

 

*  

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

#

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

1 

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

2 

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

3 

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

Item 4(e)(1):

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

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


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exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.  

Item 4(e)(2):

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

Item 4(f):

Not applicable.

Item 4(h):

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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

 

ITEM 6.

SCHEDULE OF INVESTMENTS

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

 

ITEM 7.

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

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


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ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

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

Robert Persons will no longer be a portfolio manager of the Fund on June 30, 2021.

 

Portfolio Manager

  

Primary Role

   Since   

Title and Five Year History

Robert Spector    Lead Portfolio Manager    2017    Investment Officer of MFS; employed in the investment area of MFS since 2011
Ward Brown    Emerging Markets Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; employed in the investment area of MFS since 2005
David Cole    Below Investment Grade Debt Instruments Portfolio Manager    2006    Investment Officer of MFS; employed in the investment area of MFS since 2004
Pilar Gomez-Bravo    Debt Instruments Portfolio Manager    2013    Investment Officer of MFS; employed in the investment area of MFS since 2013
Andy Li    Investment Grade Debt Instruments Portfolio Manager    2019    Investment Officer of MFS; employed in the investment area of MFS since 2018; Portfolio Manager at Man GLG from 2014 to 2018; Portfolio Manager at ECM Asset Management prior to April 2014
Henry Peabody    Investment Grade Debt Instruments Portfolio Manager    2019    Employed in the investment area of MFS since July 2019; Vice President/Portfolio Manager at Eaton Vance Management from November 2014 to June 2019; Vice President/Research Analyst at Eaton Vance Management from July 2013 to October 2014
Robert Persons    Investment Grade Debt Instruments Portfolio Manager    2013    Investment Officer of MFS; employed in the investment area of MFS since 2000
Matt Ryan    Emerging Markets Debt Instruments Portfolio Manager    2004    Investment Officer of MFS; employed in the investment area of MFS since 1997
Michael Skatrud    Below Investment Grade Debt Instruments Portfolio Manager    2018    Investment Officer of MFS; Employed in the investment area of MFS since May 2013

Compensation

MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.


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MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2019, portfolio manager total cash compensation is a combination of base salary and performance bonus:

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

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

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

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2019, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:

 

Fund

  

Portfolio Manager

  

Benchmark(s)

MFS Multimarket Income Trust    Robert Spector   

Bloomberg Barclays Global Aggregate Credit Bond Index

JP Morgan Emerging Markets Bond Index Global

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

Bloomberg Barclays U.S. Government/Mortgage Bond Index

  

 

Ward Brown

  

 

JPMorgan Emerging Markets Bond Index Global

  

 

David Cole

  

 

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

  

 

Pilar Gomez-Bravo

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

JPMorgan Emerging Markets Bond Index Global

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

Bloomberg Barclays U.S. Government/Mortgage Bond Index

  

 

Andy Li

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Henry Peabody

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Robert Persons

  

 

Bloomberg Barclays Global Aggregate Credit Bond Index

  

 

Matt Ryan

  

 

JPMorgan Emerging Markets Bond Index Global

  

 

Michael Skatrud

  

 

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

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.


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The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).

The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.

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

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

Ownership of Fund Shares

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) as of the Fund’s fiscal year ended October 31, 2020. The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. $100,001 – $500,000

E. $500,001 – $1,000,000

F. Over $1,000,000

 

Name of Portfolio Manager

  

Dollar Range of Equity Securities in Fund

Robert Spector    N
Ward Brown    N
David Cole    N
Pilar Gomez-Bravo    N
Andy Li    N
Henry Peabody    N
Robert Persons    N
Matt Ryan    N
Michael Skatrud    N


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Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended October 31, 2020:

 

      Registered Investment
Companies*
     Other Pooled Investment
Vehicles
     Other Accounts  

Name

   Number of
Accounts
     Total Assets      Number of
Accounts
     Total Assets      Number of
Accounts
     Total Assets  

Robert Spector

     7      $ 4.1 billion        11      $ 4.7 billion        47      $ 2.4 billion  

Ward Brown

     7      $ 9.7 billion        7      $ 4.2 billion        6      $ 1.9 billion  

David Cole

     13      $ 9.5 billion        7      $ 5.4 billion        3      $ 213.8 million  

Pilar Gomez-Bravo

     5      $ 3.7 billion        7      $ 2.8 billion        4      $ 947.8 million  

Andy Li

     5      $ 3.7 billion        7      $ 2.8 billion        4      $ 947.8 million  

Henry Peabody

     11      $ 20.8 billion        7      $ 3.6 billion        6      $ 1.2 billion  

Robert Persons

     18      $ 33.2 billion        11      $ 4.9 billion        9      $ 1.4 billion  

Matt Ryan

     9      $ 13.4 billion        8      $ 4.5 billion        6      $ 1.9 billion  

Michael Skatrud

     12      $ 9.4 billion        7      $ 1.4 billion        3      $ 213.8 million  

 

*

Includes the Fund.

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

Potential Conflicts of Interest

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

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

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


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

 

ITEM 9.

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

MFS Multimarket Income Trust

 

Period

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

11/01/19-11/30/19

     0        N/A        0        6,398,195  

12/01/19-12/31/19

     0        N/A        0        6,398,195  

1/01/20-1/31/20

     0        N/A        0        6,398,195  

2/01/20-2/28/20

     0        N/A        0        6,398,195  

3/01/20-3/31/20

     765,542        4.83        765,542        5,632,653  

4/01/20-4/30/20

     656,067        5.12        656,067        4,976,586  

5/01/20-5/31/20

     0        N/A        0        4,976,586  

6/01/20-6/30/20

     0        N/A        0        4,976,586  

7/01/20-7/31/20

     1,225,608        5.69        1,225,608        3,750,978  

8/01/20-8/31/20

     145,732        5.84        145,732        3,605,246  

9/01/20-9/30/20

     0        N/A        0        3,605,246  

10/1/20-10/31/20

     995,505        5.73        995,505        5,123,395  
  

 

 

    

 

 

    

 

 

    

Total

     3,788,454        5.43        3,788,454     
  

 

 

    

 

 

    

 

 

    

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2020 plan year is 6,118,900.


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ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

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

 

(b)

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

 

ITEM 12.

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

During the fiscal year ending October 31, 2020, there were no fees or income related to securities lending activities of the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)   

(1)     Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

  

(2)     A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

  

(3)     Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

  

(4)     Change in the registrant’s independent public accountant. Not applicable.


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(c)    If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.
(c)    Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.
(d)    Notices to Trust’s common shareholders in accordance with Investment Company Act Section  19(a) and Rule 19a-1. Attached hereto as EX-99.19a-1.


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Notice

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


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SIGNATURES

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

Registrant: MFS MULTIMARKET INCOME TRUST

 

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

Date: December 16, 2020

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)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President (Principal Executive Officer)

Date: December 16, 2020

 

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

Date: December 16, 2020

 

*

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