N-CSR 1 d823245dncsr.htm MFS MUNICIPAL INCOME TRUST N-CSR MFS MUNICIPAL 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 811-04841

MFS MUNICIPAL 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, 2019


Table of Contents
ITEM 1.

REPORTS TO STOCKHOLDERS.


Table of Contents

Annual Report

October 31, 2019

 

LOGO

 

MFS® Municipal 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.

 

MFM-ANN

 


Table of Contents

MFS® Municipal Income Trust

New York Stock Exchange Symbol: MFM

 

Letter from the Executive Chair     1  
Portfolio composition     2  
Management review     4  
Performance summary     7  
Portfolio managers’ profiles     9  
Dividend reinvestment and cash purchase plan     10  
Portfolio of investments     11  
Statement of assets and liabilities     66  
Statement of operations     67  
Statements of changes in net assets     68  
Statement of cash flows     69  
Financial highlights     70  
Notes to financial statements     72  
Report of independent registered public accounting firm     84  
Results of shareholder meeting     86  
Trustees and officers     87  
Board review of investment advisory agreement     93  
Proxy voting policies and information     97  
Quarterly portfolio disclosure     97  
Further information     97  
Information about fund contracts and legal claims     97  
Federal tax information     97  
MFS® privacy notice     98  
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:

Slowing global growth, low inflation, and trade friction between the United States and China have been hallmarks of the past 12 months. After experiencing an uptick in

market volatility in late 2018, markets steadied during 2019, thanks in large measure to the adoption of a dovish policy stance on the part of global central banks, focused on supporting economic growth. The U.S. and China have repeatedly raised tariffs on each other, though preliminary steps toward an interim trade agreement have been undertaken, modestly easing tensions in recent months. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. Uncertainty over Brexit, along with the ripple effects from the trade conflict, have hampered business

confidence and investment in the U.K. and Europe, though investors hope that greater clarity regarding the Brexit outcome will emerge after a British parliamentary election in December.

Markets expect that the longest economic expansion in U.S. history will continue for the time being, albeit at a slower pace. In an effort to prolong the expansion, the U.S. Federal Reserve lowered interest rates three times between July and October. Similarly, the European Central Bank loosened policy in September. While the monetary policy environment remains quite accommodative, tentative signs of easing trade tensions and receding global recession fears have helped push global interest rates modestly higher from the record-low levels posted late in the summer as investors grew less risk averse.

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 responsible allocation of capital allow us to wade through the noise to uncover what we believe are the best, most durable investment opportunities in the market. Through our powerful global investment platform, we combine collective expertise, thoughtful risk management and long-term discipline with the purpose of creating sustainable value for investors.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chair

MFS Investment Management

December 16, 2019

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 (i)

 

LOGO

 

Top ten industries (i)  
Healthcare Revenue – Hospitals     28.9%  
Healthcare Revenue – Long Term Care     15.3%  
Universities – Secondary Schools     9.1%  
General Obligations – General Purpose     7.0%  
Miscellaneous Revenue – Other     6.8%  
Water & Sewer Utility Revenue     5.9%  
Universities – Colleges     5.8%  
General Obligations – Schools     5.8%  
Tobacco     5.6%  
Tax – Other     4.5%  
Composition including fixed income credit quality (a)(i)

 

AAA     1.7%  
AA     14.3%  
A     27.5%  
BBB     34.3%  
BB     16.9%  
B     6.1%  
CCC     0.3%  
CC     2.1%  
C     2.9%  
D     2.0%  
Not Rated     30.7%  
Cash & Cash Equivalents (Less Liabilities)     (36.7)%  
Other     (2.1)%  
Portfolio facts (i)  
Average Duration (d)     8.4  
Average Effective Maturity (m)     18.6 yrs.  
 

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

 

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Portfolio Composition – continued

 

(d)

Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. This calculation is based on net assets applicable to common shares as of October 31, 2019.

(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. This calculation is based on gross assets, which consists of net assets applicable to common shares plus the value of preferred shares, as of October 31, 2019.

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.

Cash & Cash Equivalents is negative due to the aggregate liquidation value of variable rate municipal term preferred shares.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and/or the leverage created through the issuance of self-deposited inverse floaters and may be negative.

Percentages are based on net assets applicable to common shares as of October 31, 2019.

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

 

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MANAGEMENT REVIEW

Summary of Results

MFS Municipal Income Trust (fund) is a closed-end fund. The fund’s investment objective is to seek high current income exempt from federal income tax, but may also consider capital appreciation. The fund invests, under normal market conditions, at least 80% of its net assets, including assets attributable to preferred shares and borrowings for investment purposes, in municipal bonds (debt securities issued by or on behalf of states, territories, possessions of the United States, District of Columbia, and their political subdivisions, agencies, or instrumentalities, the interest on which is exempt from federal income tax).

For the twelve months ended October 31, 2019, common shares of the fund provided a total return of 10.70%, at net asset value, and a total return of 21.64%, at market value. This compares with a return of 9.42% for the fund’s benchmark, the Bloomberg Barclays Municipal Bond Index.

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

Fading fears of a near-term global recession, hopes for a partial trade deal between the United States and China and dramatically lower odds of a no-deal Brexit helped bolster market sentiment late in the period, after providing headwinds for many months prior. Changes in market sentiment, largely driven by uncertainty over the outcome of trade negotiations between the United States and China, contributed to periodic bouts of volatility during the reporting period. The global economy decelerated, led by weakness in China and Europe, although the pace of the slowdown moderated.

The deteriorating global growth backdrop, along with declining inflationary pressures, prompted the US Federal Reserve to adopt a more dovish posture beginning in early 2019, resulting in the first interest rate cut in over a decade at the end of July, followed by additional cuts in September and October. The Fed’s actions led to a sharp decline in long-term interest rates during the period’s second half, inverting portions of the US Treasury yield curve for a time. The Fed indicated in October that further rate cuts are unlikely unless the outlook for the economy materially worsens.

Globally, central banks have tilted more dovish as well, with the European Central Bank unveiling a package of easing measures, which included cutting overnight rates deeper into negative territory, restarting its bond-buying program and lengthening the term of cheap loans to banks to three years from two. The central banks of India and Australia are among those that have cut rates several times in recent months, although China has been more cautious in increasing liquidity as it continues to attempt to deleverage its economy, cutting rates only marginally.

Emerging markets experienced considerable volatility through the end of 2018, as tighter global financial conditions exposed structural weakness in some countries. Those conditions improved in 2019, as the Fed became more dovish, but significant trade friction between the US and China weighed on sentiment for much of the year,

 

4


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Management Review – continued

 

although hopes for a partial trade deal improved sentiment late in the period. Idiosyncratic factors negatively impacted some emerging economies, such as Argentina and Turkey.

From a geopolitical perspective, Brexit uncertainty has receded. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. A UK general election, scheduled for December 12, may bring some clarity to the situation. Hopes for a limited trade agreement between the US and China, as well as fading global recession fears, were supportive factors for risk assets at period end.

Over the reporting period, municipal bonds delivered strong performance, fueled by lower US Treasury rates, strong fundamentals and favorable technicals. With investors reaching for yield, lower-quality and longer-duration bonds outperformed as the yield curve flattened. The fundamentals of municipalities remained well supported on strong growth in tax revenues. The technical tailwind also continued, as supply remained low compared to long-term average levels and inflows were strong. Valuations ended the period generally tighter than long-term averages, but off of recent tighter levels. Within the asset class, spreads compressed between high yield and investment grade, while valuations of “BBB” versus “AAA” rated (r) bonds also appeared relatively tight.

Factors Affecting Performance

Relative to the Bloomberg Barclays Municipal Bond Index, the fund’s longer duration (d) stance was a key contributor to performance as real yields declined over the reporting period. Yield curve (y) positioning, particularly the fund’s greater exposure to 20-year key rates, was another positive factor for relative performance. A greater-than-benchmark exposure to the industrial revenue sector and the fund’s out-of-benchmark exposure to “BB” rated securities, notably within both the local and education sectors, also aided relative results.

The fund employs leverage which has been created through the issuance of variable rate municipal term preferred shares and inverse floaters. To the extent that investments are purchased through leverage, the fund’s net asset value will increase or decrease at a greater rate than a comparable unleveraged fund. During the reporting period, the fund’s use of leverage benefited income (or yield) to the common shareholder.

Conversely, the fund’s out-of-benchmark exposure to non-rated bonds held back relative performance.

Respectfully,

Portfolio Manager(s)

Gary Lasman and Geoffrey Schechter

 

(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

 

5


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Management Review – continued

 

  Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.
(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 10/31/19

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 Municipal Income Trust

                   Date        Price     
 

 

Year Ended 10/31/19

     Net Asset Value        10/31/19        $7.45  
              10/31/18        $7.07  
     New York Stock Exchange Price        10/31/19        $7.01  
              8/12/19  (high) (t)       $7.20  
              12/31/18  (low) (t)       $6.14  
                10/31/18        $6.05    

Total Returns vs Benchmark(s)

 

         

 

Year Ended 10/31/19

     MFS Municipal Income Trust at       
    

New York Stock Exchange Price (r)

     21.64%  
    

Net Asset Value (r)

     10.70%  
       Bloomberg Barclays Municipal Bond Index (f)        9.42%    

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period November 1, 2018 through October 31, 2019.

Benchmark Definition(s)

Bloomberg Barclays Municipal Bond Index – a market capitalization-weighted index that measures the performance of the tax-exempt bond market. 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.

 

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Performance Summary – continued

 

It is not possible to invest directly in an index.

Notes to Performance Summary

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

The fund’s monthly distributions may include a return of capital to shareholders to the extent that distributions are in excess of the fund’s net investment income and net capital gains, determined in accordance with federal income tax regulations.

Distributions that are treated for federal income tax purposes as a return of capital will reduce each shareholder’s basis in his or her shares and, to the extent the return of capital exceeds such basis, will be treated as gain to the shareholder from a sale of shares. Returns of shareholder capital may have the effect of reducing the fund’s assets and increasing the fund’s expense ratio.

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.

A portion of the fund’s monthly distributions may be subject to state, federal, and/or alternative minimum tax. Capital gains, if any, are subject to a capital gains tax.

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 common and/or preferred 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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PORTFOLIO MANAGERS’ PROFILES

 

Portfolio Manager   Primary Role   Since   Title and Five Year History
Gary Lasman   Portfolio
Manager
  2006   Investment Officer of MFS; employed in the investment management area of MFS since 2002.
Geoffrey Schechter   Portfolio
Manager
  2004   Investment Officer of MFS; employed in the investment management area of MFS since 1993.

 

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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

10/31/19

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

 

Municipal Bonds - 136.7%                 
Issuer    Shares/Par     Value ($)  
Alabama - 3.0%                 
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 5.5%, 6/01/2030    $ 180,000     $ 205,398  
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 5.75%, 6/01/2035      190,000       216,104  
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 5.75%, 6/01/2045      270,000       301,868  
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 6%, 6/01/2050      285,000       321,873  
Huntsville-Redstone Village, AL, Special Care Facilities Financing Authority (Redstone Village Project), 5.5%, 1/01/2028 (a)(d)      340,000       280,265  
Huntsville-Redstone Village, AL, Special Care Facilities Financing Authority (Redstone Village Project), 5.5%, 1/01/2043 (a)(d)      440,000       315,823  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2026      170,000       137,862  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2029      245,000       161,511  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2034      350,000       162,155  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2035      660,000       286,262  
Jefferson County, AL, Sewer Rev. Warrants, Subordinate Lien, “D”, 5%, 10/01/2021      185,000       196,820  
Jefferson County, AL, Sewer Rev. Warrants, Subordinate Lien, “D”, 5%, 10/01/2023      275,000       309,315  
Lower, AL, Gas District Project Rev., “A”, 5%, 9/01/2046      335,000       473,043  
Pell City, AL, Special Care Facilities, Financing Authority Rev. (Noland Health Services, Inc.), 5%, 12/01/2039      290,000       309,007  
Selma, AL, Industrial Development Board Rev., Gulf Opportunity Zone (International Paper Co.), “A”, 5.375%, 12/01/2035      565,000       608,121  
Tuscaloosa County, AL, Industrial Development Authority, Gulf Opportunity Zone (Hunt Refining Project), “A”, 4.5%, 5/01/2032      990,000       1,090,376  
Tuscaloosa County, AL, Industrial Development Authority, Gulf Opportunity Zone (Hunt Refining Project), “A”, 5.25%, 5/01/2044      2,530,000       2,911,423  
University of South Alabama, Facilities Rev., “A”, BAM, 5%, 4/01/2044      480,000       585,442  
University of South Alabama, Facilities Rev., “A”, BAM, 5%, 4/01/2049      295,000       357,755  
    

 

 

 
             $ 9,230,423  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Alaska - 0.1%                 
Alaska Industrial Development & Export Authority Power Rev. (Snettisham Hydroelectric Project), 5%, 1/01/2030    $ 125,000     $ 137,582  
Alaska Industrial Development & Export Authority Power Rev. (Snettisham Hydroelectric Project), 5%, 1/01/2031      180,000       197,158  
    

 

 

 
             $ 334,740  
Arizona - 3.1%                 
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “D”, 5%, 7/01/2037    $ 35,000     $ 38,523  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “D”, 5%, 7/01/2047      65,000       70,452  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “D”, 5%, 7/01/2051      170,000       183,671  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “G”, 5%, 7/01/2037      70,000       77,047  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “G”, 5%, 7/01/2047      65,000       70,452  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “G”, 5%, 7/01/2051      60,000       64,825  
Arizona Industrial Development Authority Education Rev. (Somerset Academy of Las Vegas - Lone Mountain Campus), “A”, 3.75%, 12/15/2029      40,000       42,086  
Arizona Industrial Development Authority Education Rev. (Somerset Academy of Las Vegas - Lone Mountain Campus), “A”, 5%, 12/15/2039      30,000       33,288  
Arizona Industrial Development Authority Education Rev. (Somerset Academy of Las Vegas - Lone Mountain Campus), “A”, 5%, 12/15/2049      45,000       49,298  
Arizona Industrial Development Authority Senior Living Rev. (Great Lakes Senior Living Facilities LLC, First Tier), “A”, 5%, 1/01/2043      250,000       283,503  
Arizona Industrial Development Authority Senior Living Rev. (Great Lakes Senior Living Facilities LLC, First Tier), “A”, 5%, 1/01/2054      620,000       691,635  
Glendale, AZ, Industrial Development Authority Refunding Rev. (Terraces of Phoenix Project), “A”, 5%, 7/01/2048      115,000       122,048  
La Paz County, AZ, Industrial Development Authority Education Facility Lease Rev. (Charter School Solutions-Harmony Public Schools Project), “A”, 5%, 2/15/2048      100,000       112,870  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2035      240,000       259,603  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2035      80,000       86,534  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2045      380,000       404,795  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Arizona - continued                 
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2046    $ 190,000     $ 202,297  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Choice Academies, Inc. Project), 5.625%, 9/01/2042      345,000       360,001  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2034      850,000       932,815  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2036      100,000       111,211  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2041      85,000       93,622  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2044      530,000       573,015  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2046      150,000       164,432  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 6.5%, 7/01/2034      270,000       308,137  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 5%, 7/01/2035      310,000       331,368  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 6.75%, 7/01/2044      430,000       488,575  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 5%, 7/01/2045      340,000       357,925  
Phoenix, AZ, Industrial Development Authority Rev. (Guam Facilities Foundation, Inc.), 5.125%, 2/01/2034      675,000       688,669  
Phoenix, AZ, Industrial Development Authority Rev. (Guam Facilities Foundation, Inc.), 5.375%, 2/01/2041      575,000       586,598  
Phoenix, AZ, Industrial Development Authority, Student Housing Refunding Rev. (Downtown Phoenix Student Housing, LLC-Arizona State University Project), “A”, 5%, 7/01/2042      160,000       186,077  
Pima County, AZ, Industrial Development Authority Education Facility Rev. (American Leadership Academy Project), 4.75%, 6/15/2037      325,000       333,089  
Pima County, AZ, Industrial Development Authority Education Facility Rev. (American Leadership Academy Project), 5%, 6/15/2047      305,000       314,550  
Pima County, AZ, Industrial Development Authority Education Facility Rev. (American Leadership Academy Project), 5%, 6/15/2052      360,000       369,914  
Tempe, AZ, Industrial Development Authority Rev. (Friendship Village), “A”, 6%, 12/01/2032      115,000       122,894  
Tempe, AZ, Industrial Development Authority Rev. (Friendship Village), “A”, 6.25%, 12/01/2042      320,000       341,696  
Tempe, AZ, Industrial Development Authority Rev. (Friendship Village), “A”, 6.25%, 12/01/2046      170,000       181,314  
    

 

 

 
             $ 9,638,829  

 

13


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Arkansas - 0.5%                 
Arkansas Development Finance Authority Hospital Rev. (Washington Regional Medical Center), “A”, 5%, 2/01/2035    $ 60,000     $ 67,996  
Arkansas Development Finance Authority, Charter School Capital Improvement Rev. (LISA Academy Project), 4%, 7/01/2028      65,000       67,854  
Arkansas Development Finance Authority, Charter School Capital Improvement Rev. (LISA Academy Project), 4.5%, 7/01/2033      135,000       140,724  
Arkansas Development Finance Authority, Charter School Capital Improvement Rev. (LISA Academy Project), 4.5%, 7/01/2039      15,000       15,247  
Arkansas Development Finance Authority, Hospital Rev. (Washington Regional Medical Center), “C”, 5%, 2/01/2033      85,000       96,620  
Pulaski County, AR, Public Facilities Board, Healthcare Rev. (Baptist Health), 5%, 12/01/2039      920,000       1,027,870  
Pulaski County, AR, Public Facilities Board, Healthcare Rev. (Baptist Health), 5%, 12/01/2042      230,000       255,955  
    

 

 

 
             $ 1,672,266  
California - 10.0%                 
Alameda, CA, Corridor Transportation Authority Senior Lien Rev., “A”, AGM, 5%, 10/01/2028    $ 125,000     $ 142,634  
Beverly Hills, CA, Unified School District (Election of 2008), Capital Appreciation, 0%, 8/01/2031      525,000       408,439  
California Educational Facilities Authority Rev. (Chapman University), 5%, 4/01/2031      240,000       252,473  
California M-S-R Energy Authority Gas Rev., “A”, 7%, 11/01/2034      210,000       321,149  
California M-S-R Energy Authority Gas Rev., “A”, 6.5%, 11/01/2039      340,000       532,226  
California Municipal Finance Authority Rev. (Community Medical Centers), “A”, 5%, 2/01/2042      170,000       198,093  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), 5%, 11/01/2035      65,000       72,366  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), “A”, 5.25%, 11/01/2036      170,000       198,011  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), “A”, 5.25%, 11/01/2041      160,000       184,894  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), “A”, 5.25%, 11/01/2047      25,000       28,708  
California Municipal Finance Authority Rev. (Partnerships to Uplift Communities Project), “A”, 5%, 8/01/2032      250,000       262,380  
California Municipal Finance Authority Rev. (William Jessup University), 5%, 8/01/2039      235,000       268,671  
California Pollution Control Financing Authority, Solid Waste Disposal Rev. (CalPlant I Project), 8%, 7/01/2039      750,000       815,047  
California Pollution Control Financing Authority, Solid Waste Disposal Rev. (CalPlant I Project), 7.5%, 12/01/2039      980,000       950,326  

 

14


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
California - continued                 
California Pollution Control Financing Authority, Water Furnishing Rev. (Poseidon Resources Desalination Project), 5%, 11/21/2045    $ 845,000     $ 900,356  
California Public Finance Authority Rev. (Henry Mayo Newhall Hospital), 5%, 10/15/2033      25,000       28,872  
California Public Finance Authority Rev. (Henry Mayo Newhall Hospital), 5%, 10/15/2037      55,000       62,911  
California Public Finance Authority Rev. (Henry Mayo Newhall Hospital), 5%, 10/15/2047      55,000       62,065  
California Public Works Board Lease Rev., Department of Corrections and Rehabilitation (Various Correctional Facilities), “A”, 5%, 9/01/2033      1,985,000       2,305,974  
California School Finance Authority, School Facility Rev. (Alliance for College-Ready Public Schools Projects), “A”, 5%, 7/01/2030      70,000       80,108  
California School Finance Authority, School Facility Rev. (Alliance for College-Ready Public Schools Projects), “A”, 5%, 7/01/2045      180,000       200,372  
California School Finance Authority, School Facility Rev. (ICEF View Park Elementary and Middle Schools), “A”, 5.875%, 10/01/2044      190,000       210,093  
California School Finance Authority, School Facility Rev. (ICEF View Park Elementary and Middle Schools), “A”, 6%, 10/01/2049      100,000       110,896  
California State University Rev., “A”, 5%, 11/01/2037      1,950,000       2,097,147  
California Statewide Communities Development Authority Rev. (California Baptist University), “A”, 5.125%, 11/01/2023      145,000       153,889  
California Statewide Communities Development Authority Rev. (California Baptist University), “A”, 6.125%, 11/01/2033      325,000       375,242  
California Statewide Communities Development Authority Rev. (California Baptist University), “A”, 5%, 11/01/2041      190,000       218,718  
California Statewide Communities Development Authority Rev. (Enloe Medical Center), CALHF, 5%, 8/15/2038      350,000       413,213  
California Statewide Communities Development Authority Rev. (Lancer Plaza Project), 5.125%, 11/01/2023      105,000       112,300  
California Statewide Communities Development Authority Rev. (Lancer Plaza Project), 5.625%, 11/01/2033      145,000       163,760  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5.25%, 12/01/2034      450,000       507,015  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5.25%, 12/01/2044      855,000       947,007  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5%, 12/01/2046      585,000       652,942  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5.25%, 12/01/2056      450,000       507,613  
California Statewide Communities Development Authority, College Housing Rev. (NCCD-Hooper Street LLC College of the Arts Project), 5.25%, 7/01/2049      175,000       201,301  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
California - continued                 
California Statewide Communities Development Authority, College Housing Rev. (NCCD-Hooper Street LLC College of the Arts Project), 5.25%, 7/01/2052    $ 115,000     $ 131,773  
California Statewide Financing Authority, Tobacco Settlement, 5.625%, 5/01/2029      445,000       448,155  
Chula Vista, CA, Industrial Development Rev. (San Diego Gas & Electric Co.), “E”, 5.875%, 1/01/2034      470,000       471,744  
Downey, CA, Unified School District (Election of 2014), “B”, 4%, 8/01/2041      3,095,000       3,489,210  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, 5%, 6/01/2030      160,000       180,077  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, 3.5%, 6/01/2036      215,000       219,444  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, 5.25%, 6/01/2047      280,000       288,960  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, AGM, 5%, 6/01/2040      305,000       351,656  
Hawthorne, CA, School District (Election of 2018), “A”, BAM, 4%, 8/01/2047      1,395,000       1,560,586  
Inland Valley, CA, Development Successor Agency Tax Allocation, “A”, AGM, 5%, 9/01/2044      375,000       422,764  
Jurupa, CA, Public Financing Authority, Special Tax Rev., “A”, 5%, 9/01/2042      300,000       341,859  
La Verne, CA, Brethren Hillcrest Homes, COP, 5%, 5/15/2036      90,000       95,529  
Los Angeles County, CA, Regional Financing Authority Rev. (Montecedro, Inc. Project), “A”, CALHF, 5%, 11/15/2034      70,000       77,586  
Los Angeles County, CA, Regional Financing Authority Rev. (Montecedro, Inc. Project), “A”, CALHF, 5%, 11/15/2044      115,000       126,808  
Merced, CA, Union High School District, Capital Appreciation, “A”, ASSD GTY, 0%, 8/01/2030      145,000       115,582  
Morongo Band of Mission Indians California Rev., “B”, 5%, 10/01/2042 (n)      300,000       338,091  
San Francisco, CA, City & County Redevelopment Successor Agency, Community Facilities District No. 6 (Mission Bay South Public Improvements), Capital Appreciation, “A”, 0%, 8/01/2043      1,275,000       353,009  
San Francisco, CA, City & County Redevelopment Successor Agency, Tax Allocation (Mission Bay South Redevelopment Project), “A”, 5%, 8/01/2043      50,000       56,614  
State of California, 5.25%, 10/01/2028      660,000       711,223  
State of California, 5.25%, 9/01/2030      1,560,000       1,676,672  
State of California, 5.25%, 4/01/2035      1,285,000       1,408,900  
Upland, CA, (San Antonio Community Hospital), COP, 6.375%, 1/01/2032 (Prerefunded 1/01/2021)      1,750,000       1,856,557  

 

16


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
California - continued                 
Whittier, CA, Health Facility Rev. (PIH Health), 5%, 6/01/2044    $ 810,000     $ 898,395  
    

 

 

 
             $ 30,568,405  
Colorado - 3.9%                 
Colorado Educational & Cultural Facilities Authority Rev. (Classical Academy Project), 5%, 12/01/2031    $ 130,000     $ 147,902  
Colorado Educational & Cultural Facilities Authority Rev. (Montessori Charter School Project), 5%, 7/15/2037      75,000       81,020  
Colorado Educational & Cultural Facilities Authority Rev. (Peak to Peak Charter School Project), 5%, 8/15/2030      70,000       79,509  
Colorado Educational & Cultural Facilities Authority Rev. (Peak to Peak Charter School Project), 5%, 8/15/2034      70,000       78,912  
Colorado Health Facilities Authority Rev. (American Baptist Homes), 8%, 8/01/2043      400,000       453,472  
Colorado Health Facilities Authority Rev. (CommonSpirit Health), “A-2”, 4%, 8/01/2044      265,000       286,643  
Colorado Health Facilities Authority Rev. (CommonSpirit Health), “A-2”, 4%, 8/01/2049      215,000       229,869  
Colorado Health Facilities Authority Rev. (Covenant Retirement Communities, Inc.), “A”, 5%, 12/01/2033      650,000       703,482  
Colorado Health Facilities Authority Rev. (Evangelical Lutheran Good Samaritan Society), 5.625%, 6/01/2043      170,000       196,053  
Colorado Health Facilities Hospital Authority Rev. (AdventHealth Obligated Group), “A”, 4%, 11/15/2038      330,000       374,923  
Colorado Health Facilities Hospital Authority Rev. (AdventHealth Obligated Group), “A”, 4%, 11/15/2043      700,000       779,884  
Colorado Regional Transportation District, Private Activity Rev. (Denver Transportation Partners), 6%, 1/15/2034      1,180,000       1,210,314  
Colorado Regional Transportation District, Private Activity Rev. (Denver Transportation Partners), 6%, 1/15/2041      590,000       605,157  
Denver, CO, Broadway Station Metropolitan District No. 2, “A”, 5.125%, 12/01/2048      500,000       529,060  
Denver, CO, City & County Special Facilities Airport Refunding Rev. (United Airlines), 5%, 10/01/2032      475,000       519,484  
Denver, CO, Convention Center Hotel Authority Rev., 5%, 12/01/2035      125,000       143,840  
Denver, CO, Convention Center Hotel Authority Rev., 5%, 12/01/2036      75,000       86,108  
Denver, CO, Convention Center Hotel Authority Rev., 5%, 12/01/2040      205,000       232,976  
Denver, CO, Health & Hospital Authority Rev. (550 Acoma, Inc.), COP, 5%, 12/01/2048      155,000       182,852  
Denver, CO, Health & Hospital Authority Rev., “A”, 4%, 12/01/2037      400,000       444,516  
Denver, CO, Health & Hospital Authority Rev., “A”, 4%, 12/01/2040      400,000       439,824  
Denver, CO, Health & Hospital Authority Rev., “A”, 5.25%, 12/01/2045      175,000       192,971  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Colorado - continued                 
E-470 Public Highway Authority Rev., CO, Capital Appreciation, “B”, NATL, 0%, 9/01/2027    $ 4,115,000     $ 2,759,149  
Park Creek Metropolitan District, CO, Senior Limited Property Tax Supported Rev., “A”, NATL, 5%, 12/01/2045      710,000       812,957  
Tallyn’s Reach, CO, Metropolitan District No. 3, 5%, 12/01/2033      101,000       107,733  
Tallyn’s Reach, CO, Metropolitan District No. 3, 5.125%, 11/01/2038      111,000       118,400  
    

 

 

 
             $ 11,797,010  
Connecticut - 0.6%                 
Hartford County, CT, Metropolitan District, “C”, AGM, 5%, 11/01/2031    $ 315,000     $ 380,271  
Mohegan Tribal Finance Authority, CT, Economic Development Bonds, 7%, 2/01/2045 (n)      1,235,000       1,271,865  
Mohegan Tribe Indians, CT, Gaming Authority Rev., “C”, 4.75%, 2/01/2020 (n)      190,000       190,969  
    

 

 

 
             $ 1,843,105  
Delaware - 0.5%                 
Delaware Economic Development Authority Charter School Rev. (Aspira of Delaware Charter Operations, Inc. Project), “A”, 5%, 6/01/2036    $ 260,000     $ 283,514  
Delaware Economic Development Authority Rev. (Newark Charter School, Inc.), 5%, 9/01/2042      180,000       189,742  
Delaware Health Facilities Authority Rev., 5%, 6/01/2043      355,000       415,861  
Delaware Health Facilities Authority Rev., 5%, 6/01/2048      180,000       210,890  
Kent County, DE, Student Housing and Dining Facility Rev. (CHF-Dover LLC-Delaware State University Project), “A”, 5%, 7/01/2048      115,000       127,835  
Kent County, DE, Student Housing and Dining Facility Rev. (CHF-Dover LLC-Delaware State University Project), “A”, 5%, 7/01/2058      140,000       154,055  
Kent County, DE, Student Housing and Dining Facility Rev. (CHF-Dover, LLC-Delaware State University Project), “A”, 5%, 7/01/2053      105,000       116,325  
    

 

 

 
             $ 1,498,222  
District of Columbia - 0.2%                 
District of Columbia Rev. (Kipp D.C. Charter School), “A”, 6%, 7/01/2033 (Prerefunded 7/01/2023)    $ 80,000     $ 93,733  
District of Columbia Rev. (Kipp D.C. Charter School), “A”, 6%, 7/01/2043 (Prerefunded 7/01/2023)      200,000       234,334  
District of Columbia Rev. (Rocketship D.C.), “A”, 5%, 6/01/2056      280,000       297,195  
    

 

 

 
             $ 625,262  

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - 8.0%                 
Alachua County, FL, Health Facilities Authority Rev. (East Ridge Retirement Village, Inc.), 6%, 11/15/2034    $ 165,000     $ 147,409  
Alachua County, FL, Health Facilities Authority Rev. (East Ridge Retirement Village, Inc.), 6.25%, 11/15/2044      410,000       356,192  
Alachua County, FL, Health Facilities Authority Rev. (East Ridge Retirement Village, Inc.), 6.375%, 11/15/2049      230,000       200,250  
Arborwood Community Development District, FL, Capital Improvement Rev., “A-1”, 6.9%, 5/01/2036      95,000       102,974  
Bellalago, FL, Educational Facilities Benefit District (Osceola County) Capital Improvement Refunding Rev., 4.375%, 5/01/2030      145,000       159,110  
Bellalago, FL, Educational Facilities Benefit District (Osceola County) Capital Improvement Refunding Rev., 4.5%, 5/01/2033      70,000       76,759  
Bellalago, FL, Educational Facilities Benefit District (Osceola County) Capital Improvement Refunding Rev., 4.6%, 5/01/2034      105,000       115,436  
Cape Coral, FL, Health Facilities Authority, Senior Housing Rev. (Gulf Care, Inc. Project), 5.875%, 7/01/2040      410,000       445,961  
Capital Region Community Development District, FL, Capital Improvement Rev., “A-1”, 5.125%, 5/01/2039      285,000       299,817  
Collier County, FL, Educational Facilities Authority Rev. (Ave Maria University, Inc. Project), “A”, 6.125%, 6/01/2043      890,000       960,595  
Collier County, FL, Industrial Development Authority Continuing Care Community Rev. (Arlington of Naples Project), “A”, 7.75%, 5/15/2035 (a)      110,000       104,748  
Collier County, FL, Industrial Development Authority Continuing Care Community Rev. (Arlington of Naples Project), “A”, 8.125%, 5/15/2044 (a)      1,050,000       999,894  
Daytona Beach, FL, Halifax Hospital Medical Center Rev., 5%, 6/01/2035      245,000       279,971  
Daytona Beach, FL, Halifax Hospital Medical Center Rev., 5%, 6/01/2046      335,000       374,828  
Escambia County, FL, Health Facilities Authority (Baptist Hospital, Inc.), “A”, 6%, 8/15/2036      615,000       634,864  
Florida Capital Trust Agency, Educational Facilities Rev. (Florida Charter Educational Foundation, Inc. Project), “A”, 5.375%, 6/15/2038      100,000       111,785  
Florida Capital Trust Agency, Educational Facilities Rev. (Florida Charter Educational Foundation, Inc. Project), “A”, 5.375%, 6/15/2048      120,000       131,917  
Florida Capital Trust Agency, Educational Facilities Rev. (Renaissance Charter School, Inc. Project), “A”, 5%, 6/15/2039      240,000       252,818  
Florida Capital Trust Agency, Educational Facilities Rev. (Renaissance Charter School, Inc. Project), “A”, 5%, 6/15/2049      950,000       994,564  
Florida Capital Trust Agency, Educational Facilities Rev. (Viera Charter Schools, Inc. Project), “A”, 5%, 10/15/2047      110,000       116,348  

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - continued                 
Florida Capital Trust Agency, Educational Facilities Rev. (Viera Charter Schools, Inc. Project), “A”, 5%, 10/15/2052    $ 100,000     $ 105,080  
Florida Development Finance Corp. Educational Facilities Rev. (Florida Charter Educational Foundation, Inc. Project), “A”, 6.25%, 6/15/2036      110,000       125,418  
Florida Development Finance Corp. Educational Facilities Rev. (Florida Charter Educational Foundation, Inc. Project), “A”, 6.375%, 6/15/2046      185,000       209,958  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 6%, 6/15/2032      295,000       305,304  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 6%, 9/15/2040      380,000       388,223  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 7.625%, 6/15/2041      1,460,000       1,556,214  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 6.125%, 6/15/2043      615,000       631,716  
Florida Development Finance Corp. Educational Facilities Rev. (Southwest Charter Foundation, Inc. Project), “A”, 6%, 6/15/2037      135,000       143,717  
Florida Development Finance Corp. Educational Facilities Rev. (Southwest Charter Foundation, Inc. Project), “A”, 6.125%, 6/15/2047      355,000       375,405  
Florida Higher Educational Facilities Financing Authority Rev. (Jacksonville University Project), “A”, 4.5%, 6/01/2033      170,000       186,852  
Florida Higher Educational Facilities Financing Authority Rev. (Jacksonville University Project), “A”, 4.75%, 6/01/2038      150,000       165,885  
Florida Higher Educational Facilities Financing Authority Rev. (Jacksonville University Project), “A”, 5%, 6/01/2048      280,000       311,970  
Homestead, FL, Community Development District, Special Assessment, “A”, 6%, 5/01/2037      660,000       632,854  
Jacksonville, FL, Educational Facilities Rev. (Jacksonville University Project), “B”, 5%, 6/01/2053      185,000       204,677  
Jacksonville, FL, Electric Authority Systems Rev., “B”, 5%, 10/01/2032      315,000       381,985  
Lakewood Ranch Stewardship District, FL, Special Assessment Rev. (Lakewood National and Polo Run Projects), 5.375%, 5/01/2047      270,000       295,655  
Legends Bay Community Development District, FL, “A”, 5.875%, 5/01/2038      350,000       350,276  
Marshall Creek, FL, Community Development District Rev. (St. John’s County), “A”, 5%, 5/01/2032      190,000       197,102  
Martin County, FL, Health Facilities Authority Hospital Rev. (Cleveland Clinic Health System), “A”, 4%, 1/01/2046      435,000       483,198  
Miami-Dade County, FL, Industrial Development Authority Rev. (Pinecrest Academy Project), 5.25%, 9/15/2044      540,000       585,997  

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - continued                 
Mid-Bay Bridge Authority Rev., FL, Springing Lien, “A”, 7.25%, 10/01/2040 (Prerefunded 10/01/2021)    $ 1,580,000     $ 1,755,649  
Midtown Miami, FL, Community Development District Special Assessment (Infrastructure Project), “B”, 5%, 5/01/2029      200,000       212,144  
Midtown Miami, FL, Community Development District Special Assessment (Infrastructure Project), “B”, 5%, 5/01/2037      115,000       121,242  
Midtown Miami, FL, Community Development District Special Assessment (Parking Garage Project), “A”, 5%, 5/01/2037      100,000       105,428  
Naturewalk Community Development District, FL, Capital Improvement Rev., “B”, 2.65%, 5/01/2016 (d)(q)      445,000       351,550  
North Broward, FL, Hospital District Rev. (Broward Health), “B”, 5%, 1/01/2042      745,000       845,784  
Orlando, FL, Senior Tourist Development Tax Refunding Rev. (6th Cent Contract Payments), “A”, AGM, 5%, 11/01/2034      45,000       54,675  
OTC Community Development District, FL, Special Assessment, “A”, 5.3%, 5/01/2038      755,000       755,264  
Palm Beach County, FL, Health Facilities Rev. (Sinai Residences of Boca Raton Project), 7.5%, 6/01/2049      275,000       308,553  
Pasco County, FL, Bexley Community Development District, Special Assessment Rev., 4.7%, 5/01/2036      180,000       187,454  
Pasco County, FL, Bexley Community Development District, Special Assessment Rev., 4.875%, 5/01/2047      335,000       348,115  
Pasco County, FL, Del Webb Bexley Community Development District, Special Assessment Rev., 5.4%, 5/01/2049      190,000       204,431  
Pasco County, FL, Estancia at Wiregrass Community Development District, Capital Improvement, 7%, 11/01/2045      265,000       321,763  
Pasco County, FL, Estancia at Wiregrass Community Development District, Capital Improvement, 5.375%, 11/01/2046      100,000       106,056  
Sarasota County, FL, Health Facility Authority Retirement Facility Improvement Rev. (Village on the Isle Project), “A”, 5%, 1/01/2047      110,000       120,449  
Sarasota County, FL, Health Facility Authority Retirement Facility Improvement Rev. (Village on the Isle Project), “A”, 5%, 1/01/2052      200,000       218,586  
St. John’s County, FL, Industrial Development Authority Rev. (Presbyterian Retirement), “A”, 6%, 8/01/2045 (Prerefunded 8/01/2020)      1,565,000       1,619,556  
Sterling Hill Community Development District, FL, Special Assessment, 5.5%, 11/01/2010 (d)      152,041       97,306  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5%, 7/01/2026      35,000       39,509  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5%, 7/01/2029      35,000       39,121  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5.125%, 7/01/2034      70,000       77,253  

 

21


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - continued                 
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5.25%, 7/01/2044    $ 215,000     $ 235,322  
Tallahassee, FL, Health Facilities Rev. (Tallahassee Memorial Healthcare, Inc.), “A”, 5%, 12/01/2040      295,000       330,937  
Tallahassee, FL, Health Facilities Rev. (Tallahassee Memorial Healthcare, Inc.), “A”, 5%, 12/01/2044      230,000       256,816  
Tampa, FL (University of Tampa Project), 5%, 4/01/2040      150,000       170,285  
Trout Creek Community Development District, FL, Capital Improvement Rev., 5.5%, 5/01/2035      335,000       355,653  
Trout Creek Community Development District, FL, Capital Improvement Rev., 5.625%, 5/01/2045      600,000       635,208  
    

 

 

 
             $ 24,377,835  
Georgia - 3.2%                 
Americus and Sumter County, GA, Hospital Authority Rev. (Magnolia Manor Obligated Group), “A”, 6.25%, 5/15/2033    $ 185,000     $ 204,734  
Americus and Sumter County, GA, Hospital Authority Rev. (Magnolia Manor Obligated Group), “A”, 6.375%, 5/15/2043      185,000       203,343  
Brookhaven, GA, Development Authority Rev. (Children’s Healthcare of Atlanta, Inc.), “A”, 4%, 7/01/2044      415,000       462,306  
Brookhaven, GA, Development Authority Rev. (Children’s Healthcare of Atlanta, Inc.), “A”, 4%, 7/01/2049      620,000       686,569  
Clayton County, GA, Development Authority, Special Facilities Rev. (Delta Airlines, Inc.), “A”, 8.75%, 6/01/2029      555,000       577,822  
Cobb County, GA, Development Authority, Student Housing Rev. (Kennesaw State University Real Estate Foundations), “C”, 5%, 7/15/2030      85,000       95,836  
Cobb County, GA, Development Authority, Student Housing Rev. (Kennesaw State University Real Estate Foundations), “C”, 5%, 7/15/2033      150,000       167,888  
Cobb County, GA, Development Authority, Student Housing Rev. (Kennesaw State University Real Estate Foundations), “C”, 5%, 7/15/2038      160,000       177,616  
DeKalb County, GA, Hospital Authority Rev. (DeKalb Medical Center, Inc. Project), 6.125%, 9/01/2040 (Prerefunded 9/01/2020)      1,150,000       1,195,850  
DeKalb County, GA, Water & Sewer Rev., “A”, 5.25%, 10/01/2028      1,100,000       1,181,895  
DeKalb County, GA, Water & Sewer Rev., “A”, 5.25%, 10/01/2029      270,000       290,047  
DeKalb County, GA, Water & Sewer Rev., “A”, 5.25%, 10/01/2030      910,000       977,213  
DeKalb County, GA, Water & Sewer Rev., “A”, 5.25%, 10/01/2041      1,965,000       2,103,572  
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5.5%, 9/15/2026      285,000       350,578  
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5%, 5/15/2043      210,000       247,601  

 

22


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Georgia - continued                 
Georgia Municipal Electric Authority (Pant Vogtle Units 3 & 4 Project), “A”, 5%, 1/01/2056    $ 190,000     $ 219,026  
Georgia Municipal Electric Authority (Pant Vogtle Units 3 & 4 Project), “A”, 5%, 1/01/2063      190,000       216,845  
Marietta, GA, Development Facilities Authority Rev. (Life University, Inc. Project), “A”, 5%, 11/01/2037      255,000       286,566  
Marietta, GA, Development Facilities Authority Rev. (Life University, Inc. Project), “A”, 5%, 11/01/2047      175,000       193,547  
    

 

 

 
             $ 9,838,854  
Guam - 0.6%                 
Guam Government Department of Education (John F. Kennedy High School), “A”, COP, 6.625%, 12/01/2030    $ 380,000     $ 388,592  
Guam Government Department of Education (John F. Kennedy High School), “A”, COP, 6.875%, 12/01/2040      990,000       1,015,977  
Guam Waterworks Authority Rev. (Water and Wastewater System), 5.25%, 7/01/2020      80,000       81,834  
Guam Waterworks Authority Rev. (Water and Wastewater System), 5.25%, 7/01/2021      235,000       248,416  
    

 

 

 
             $ 1,734,819  
Hawaii - 0.4%                 
Hawaii Department of Budget & Finance, Special Purpose Rev. (15 Craigside Project), “A”, 8.75%, 11/15/2029 (Prerefunded 11/15/2019)    $ 100,000     $ 100,228  
Hawaii Department of Budget & Finance, Special Purpose Rev. (15 Craigside Project), “A”, 9%, 11/15/2044 (Prerefunded 11/15/2019)      275,000       275,646  
Hawaii Department of Budget & Finance, Special Purpose Rev. (Chaminade University), 5%, 1/01/2030      220,000       230,569  
Hawaii Department of Budget & Finance, Special Purpose Rev. (Chaminade University), 5%, 1/01/2035      125,000       129,470  
Hawaii Department of Budget & Finance, Special Purpose Rev. (Chaminade University), 5%, 1/01/2045      125,000       127,784  
State of Hawaii, “DZ”, 5%, 12/01/2031 (Prerefunded 12/01/2021)      205,000       221,224  
State of Hawaii, “DZ”, 5%, 12/01/2031 (Prerefunded 12/01/2021)      130,000       140,288  
    

 

 

 
             $ 1,225,209  
Idaho - 0.2%                 
Idaho Health Facilities Authority Rev. (Madison Memorial Hospital Project), 5%, 9/01/2037    $ 80,000     $ 89,401  
Idaho Health Facilities Authority Rev. (St. Luke’s Health System Project), “A”, 4%, 3/01/2038      360,000       388,094  

 

23


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Idaho - continued                 
Idaho Housing and Finance Association Nonprofit Facilities Rev. (Compass Public Charter School, Inc. Project), “A”, 6%, 7/01/2049    $ 105,000     $ 120,565  
    

 

 

 
             $ 598,060  
Illinois - 14.0%                 
Bridgeview, IL, Stadium and Redevelopment Projects, AAC, 5.14%, 12/01/2036    $ 1,030,000     $ 1,053,628  
Chicago, IL, “A”, 5.25%, 1/01/2028      65,000       71,947  
Chicago, IL, “A”, 5%, 1/01/2036      205,000       221,480  
Chicago, IL, “A”, 5%, 1/01/2040      245,000       277,342  
Chicago, IL, “A”, 5%, 1/01/2044      760,000       854,977  
Chicago, IL, “A”, 5.5%, 1/01/2049      790,000       919,023  
Chicago, IL, “A”, AGM, 5%, 1/01/2027      35,000       35,094  
Chicago, IL, “A”, AGM, 5%, 1/01/2028 (Prerefunded 1/01/2020)      880,000       885,905  
Chicago, IL, “A”, AGM, 4.75%, 1/01/2030      45,000       45,102  
Chicago, IL, “A”, AGM, 4.625%, 1/01/2031      70,000       70,151  
Chicago, IL, “A”, AGM, 5%, 1/01/2037      510,000       511,377  
Chicago, IL, “C”, NATL, 5%, 1/01/2029      615,000       617,091  
Chicago, IL, “D”, 5.5%, 1/01/2033      170,000       192,273  
Chicago, IL, Board of Education, 5%, 12/01/2042      250,000       263,387  
Chicago, IL, Board of Education (School Reform), “A”, NATL, 5.25%, 12/01/2023      975,000       1,071,730  
Chicago, IL, Board of Education (School Reform), Capital Appreciation, “A”, NATL, 0%, 12/01/2028      530,000       406,669  
Chicago, IL, Board of Education (School Reform), Capital Appreciation, “A”, NATL, 0%, 12/01/2029      460,000       339,669  
Chicago, IL, Board of Education (School Reform), Capital Appreciation, “A”, NATL, 0%, 12/01/2030      185,000       130,960  
Chicago, IL, Board of Education (School Reform), Capital Appreciation, “B-1”, NATL, 0%, 12/01/2019      125,000       124,779  
Chicago, IL, Board of Education, Dedicated Capital Improvement Tax Bond, 5%, 4/01/2046      160,000       178,643  
Chicago, IL, Board of Education, Dedicated Capital Improvement Tax Bond, 6%, 4/01/2046      1,915,000       2,285,055  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2025      245,000       285,271  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2026      95,000       112,422  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2027      245,000       294,512  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2028      115,000       140,035  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2029      75,000       92,426  

 

24


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Illinois - continued                 
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2030    $ 60,000     $ 74,790  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “A”, AAC, 5.5%, 12/01/2031      155,000       195,931  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “C”, AGM, 5%, 12/01/2030      330,000       398,277  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “C”, AGM, 5%, 12/01/2031      635,000       764,134  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “C”, AGM, 5%, 12/01/2032      545,000       653,684  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, 7%, 12/01/2046      680,000       865,096  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, AGM, 5%, 12/01/2029      110,000       133,269  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, AGM, 5%, 12/01/2033      105,000       125,472  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, AGM, 5%, 12/01/2034      110,000       131,113  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, AGM, 5%, 12/01/2035      110,000       130,733  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “G”, 5%, 12/01/2034      485,000       552,808  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “H”, 5%, 12/01/2036      745,000       844,845  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “H”, 5%, 12/01/2046      480,000       534,883  
Chicago, IL, General Obligation, “A”, 6%, 1/01/2038      515,000       610,785  
Chicago, IL, Greater Chicago Metropolitan Water Reclamation District, “C”, 5%, 12/01/2030      1,260,000       1,350,191  
Chicago, IL, O’Hare International Airport Rev., Special Facilities, 5%, 7/01/2033      50,000       59,702  
Chicago, IL, O’Hare International Airport Rev., Special Facilities, 5%, 7/01/2038      160,000       188,536  
Chicago, IL, O’Hare International Airport Rev., Special Facilities, 5%, 7/01/2048      490,000       570,620  
Chicago, IL, O’Hare International Airport Rev., Customer Facility Charge, AGM, 5.25%, 1/01/2032      135,000       150,490  
Chicago, IL, O’Hare International Airport Rev., Customer Facility Charge, AGM, 5.25%, 1/01/2033      70,000       77,963  
Chicago, IL, O’Hare International Airport Rev., Customer Facility Charge, AGM, 5.5%, 1/01/2043      270,000       301,811  
Chicago, IL, O’Hare International Airport Rev., Senior Lien, “A”, 5%, 1/01/2048      395,000       467,400  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Illinois - continued                 
Chicago, IL, O’Hare International Airport Rev., Senior Lien, “A”, 5%, 1/01/2053    $ 220,000     $ 258,964  
Chicago, IL, Transit Authority Sales Tax Receipts Rev., 5.25%, 12/01/2029      275,000       293,290  
Chicago, IL, Transit Authority Sales Tax Receipts Rev., 5.25%, 12/01/2030      550,000       585,755  
Chicago, IL, Transit Authority Sales Tax Receipts Rev., 5.25%, 12/01/2031      105,000       111,827  
Cook County, IL, 5%, 11/15/2034      75,000       86,959  
Cook County, IL, 5%, 11/15/2035      285,000       329,508  
Cook County, IL, Community College District No. 508 (City Colleges), BAM, 5%, 12/01/2047      905,000       1,035,094  
Du Page County, IL, Special Service Area No. 31 Special Tax (Monarch Landing Project), 5.625%, 3/01/2036      277,000       277,950  
Illinois Finance Authority Rev. (Christian Homes, Inc.), 6.125%, 5/15/2027      550,000       560,263  
Illinois Finance Authority Rev. (Edward-Elmhurst Healthcare), “A”, 5%, 1/01/2034      250,000       291,805  
Illinois Finance Authority Rev. (Edward-Elmhurst Healthcare), “A”, 5%, 1/01/2035      250,000       290,832  
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 4.75%, 5/15/2033      395,000       416,227  
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 5.125%, 5/15/2043      485,000       513,600  
Illinois Finance Authority Rev. (Lutheran Home & Services), 5.5%, 5/15/2027      55,000       57,846  
Illinois Finance Authority Rev. (Lutheran Home & Services), 5.625%, 5/15/2042      525,000       542,519  
Illinois Finance Authority Rev. (Presence Health Network), “C”, 5%, 2/15/2036      295,000       350,782  
Illinois Finance Authority Rev. (Presence Health Network), “C”, 4%, 2/15/2041      1,025,000       1,123,697  
Illinois Finance Authority Rev. (Presence Health Network), “C”, 5%, 2/15/2041      615,000       722,440  
Illinois Finance Authority Rev. (Presence Health Network), ETM, 4%, 2/15/2041 (Prerefunded 2/15/2027)      5,000       5,833  
Illinois Finance Authority Rev. (Rehabilitation Institute of Chicago), “A”, 6%, 7/01/2043      360,000       405,454  
Illinois Finance Authority Rev. (Rosalind Franklin University), “A”, 5%, 8/01/2042      70,000       79,279  
Illinois Finance Authority Rev. (Rosalind Franklin University), “A”, 5%, 8/01/2047      105,000       118,549  
Illinois Finance Authority Rev. (Rosalind Franklin University, Research Building Project), “C”, 5%, 8/01/2046      90,000       101,605  

 

26


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Illinois - continued                 
Illinois Finance Authority Rev. (Rosalind Franklin University, Research Building Project), “C”, 5%, 8/01/2049    $ 110,000     $ 123,888  
Illinois Finance Authority Rev. (Silver Cross Hospital & Medical Centers), “C”, 5%, 8/15/2035      800,000       908,456  
Illinois Finance Authority Rev. (Southern Illinois Healthcare Enterprises, Inc.), “C”, 5%, 3/01/2034      10,000       11,733  
Illinois Finance Authority, Student Housing and Academic Facility Rev. (CHF-Chicago LLC-University of Illinois at Chicago Project), “A”, 5%, 2/15/2037      45,000       51,409  
Illinois Finance Authority, Student Housing and Academic Facility Rev. (CHF-Chicago LLC-University of Illinois at Chicago Project), “A”, 5%, 2/15/2047      90,000       101,150  
Illinois Finance Authority, Student Housing and Academic Facility Rev. (CHF-Chicago LLC-University of Illinois at Chicago Project), “A”, 5%, 2/15/2050      45,000       50,487  
Illinois Finance Authority, Student Housing Rev. (Illinois State University), 6.75%, 4/01/2031 (Prerefunded 4/01/2021)      415,000       446,818  
Illinois Finance Authority, Student Housing Rev. (Northern Illinois University Project), 6.625%, 10/01/2031      1,215,000       1,288,848  
Illinois Railsplitter Tobacco Settlement Authority Rev., 6%, 6/01/2028 (Prerefunded 6/01/2021)      2,645,000       2,841,180  
Illinois Sales Tax Securitization Corp., “A”, 5%, 1/01/2030      10,000       11,813  
Metropolitan Pier & Exposition Authority Refunding Bonds (McCormick Place Expansion Project), Capital Appreciation, “B-1”, AGM, 0%, 6/15/2047      2,565,000       968,005  
Romeoville, IL, Rev. (Lewis University Project), “A”, 5%, 10/01/2042      235,000       255,642  
Romeoville, IL, Rev. (Lewis University Project), “B”, 5%, 10/01/2039      135,000       147,550  
Romeoville, IL, Rev. (Lewis University Project), “B”, 4.125%, 10/01/2041      100,000       103,288  
Romeoville, IL, Rev. (Lewis University Project), “B”, 4.125%, 10/01/2046      110,000       113,273  
State of Illinois, 5%, 2/01/2025      135,000       150,889  
State of Illinois, 5%, 2/01/2026      700,000       795,214  
State of Illinois, 4.125%, 11/01/2031      180,000       188,753  
State of Illinois, 5%, 5/01/2032      320,000       365,296  
State of Illinois, 4.5%, 11/01/2039      255,000       268,416  
State of Illinois, AGM, 5%, 2/01/2027      230,000       257,020  
State of Illinois, NATL, 6%, 11/01/2026      635,000       743,737  
State of Illinois, “A”, 5%, 12/01/2024      55,000       61,489  
State of Illinois, “A”, 5%, 10/01/2028      610,000       710,967  
State of Illinois, “A”, 5%, 12/01/2038      845,000       948,529  
Upper Illinois River Valley Development Authority Rev. (Morris Hospital), 5%, 12/01/2043      720,000       819,864  

 

27


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Illinois - continued                 
Upper Illinois River Valley Development Authority Rev. (Morris Hospital), 5%, 12/01/2048    $ 715,000     $ 809,702  
    

 

 

 
             $ 42,766,975  
Indiana - 2.4%                 
Indiana Finance Authority Health Facilities Rev. (Baptist Healthcare System Obligated Group), 5%, 8/15/2051    $ 670,000     $ 766,815  
Indiana Finance Authority Rev. (BHI Senior Living), “A”, 6%, 11/15/2041      535,000       606,444  
Indiana Finance Authority Rev. (Marquette Project), 4.75%, 3/01/2032      740,000       774,203  
Indiana Finance Authority Rev. (Marquette Project), 5%, 3/01/2039      185,000       193,584  
Indiana Finance Authority Rev. (Marquette Project), “A”, 5%, 3/01/2030      70,000       77,635  
Indiana Finance Authority Rev. (Marquette Project), “A”, 5%, 3/01/2039      180,000       196,389  
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “A”, 5%, 7/01/2035      300,000       329,658  
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “A”, 5%, 7/01/2040      820,000       895,055  
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “A”, 5%, 7/01/2044      240,000       261,072  
Indiana Finance Authority, Educational Facilities Tax-Exempt Rev. (Marian University Project), 5%, 9/15/2039      130,000       153,920  
Indiana Finance Authority, Educational Facilities Tax-Exempt Rev. (Marian University Project), 4%, 9/15/2044      35,000       37,451  
Indiana Finance Authority, Educational Facilities Tax-Exempt Rev. (Marian University Project), 4%, 9/15/2049      35,000       37,288  
Knox County, IN, Economic Development Rev. (Good Samaritan Hospital), “A”, 5%, 4/01/2042      170,000       174,548  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2032      55,000       66,211  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2033      40,000       47,975  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2035      50,000       59,518  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2038      155,000       182,182  
Valparaiso, IN, Exempt Facilities Rev. (Pratt Paper LLC Project), 6.75%, 1/01/2034      615,000       714,439  
Valparaiso, IN, Exempt Facilities Rev. (Pratt Paper LLC Project), 7%, 1/01/2044      1,475,000       1,723,715  
    

 

 

 
             $ 7,298,102  

 

28


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Iowa - 0.8%                 
Iowa Finance Authority Senior Housing Rev. (Northcrest, Inc. Project), “A”, 5%, 3/01/2033    $ 90,000     $ 99,270  
Iowa Finance Authority Senior Housing Rev. (Northcrest, Inc. Project), “A”, 5%, 3/01/2038      75,000       82,081  
Iowa Finance Authority Senior Housing Rev. (Northcrest, Inc. Project), “A”, 5%, 3/01/2048      130,000       140,894  
Iowa Student Loan Liquidity Corp. Rev., “A-1”, 4.625%, 12/01/2019      40,000       40,070  
Iowa Student Loan Liquidity Corp. Rev., “A-1”, 4.875%, 12/01/2020      5,000       5,108  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.5%, 12/01/2025      25,000       25,590  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.6%, 12/01/2026      25,000       25,592  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.75%, 12/01/2028      50,000       51,188  
Iowa Student Loan Liquidity Corp. Rev., “B”, 3.5%, 12/01/2044      485,000       468,398  
Iowa Tobacco Settlement Authority, Tobacco Settlement Rev., Asset Backed, “B”, 5.6%, 6/01/2034      1,635,000       1,637,093  
    

 

 

 
             $ 2,575,284  
Kansas - 1.0%                 
Coffeyville, KS, Electric Utility System Rev., “B”, NATL, 5%, 6/01/2038    $ 400,000     $ 453,840  
Coffeyville, KS, Electric Utility System Rev., “B”, NATL, 5%, 6/01/2042      200,000       225,654  
Hutchinson, KS, Hospital Facilities Rev. (Hutchinson Regional Medical Center, Inc.), 5%, 12/01/2036      165,000       187,051  
Hutchinson, KS, Hospital Facilities Rev. (Hutchinson Regional Medical Center, Inc.), 5%, 12/01/2041      75,000       84,154  
Lenexa, KS, Health Care Facility Rev. (Lakeview Village, Inc.), “A”, 5%, 5/15/2030      85,000       97,037  
Lenexa, KS, Health Care Facility Rev. (Lakeview Village, Inc.), “A”, 5%, 5/15/2032      75,000       85,245  
Lenexa, KS, Health Care Facility Rev. (Lakeview Village, Inc.), “A”, 5%, 5/15/2039      100,000       112,118  
Wichita, KS, Health Care Facilities Rev. (Kansas Masonic Home), “II-A”, 5%, 12/01/2031      65,000       70,680  
Wichita, KS, Health Care Facilities Rev. (Presbyterian Manors, Inc.), “A”, 6.375%, 5/15/2043      465,000       511,137  
Wichita, KS, Health Care Facilities Rev. (Presbyterian Manors, Inc.), “I”, 5%, 5/15/2038      115,000       124,928  
Wichita, KS, Health Care Facilities Rev. (Presbyterian Manors, Inc.), “I”, 5%, 5/15/2047      180,000       193,437  
Wichita, KS, Sales Tax Special Obligations Rev. (K-96 Greenwich Star Bond Project), 3%, 9/01/2023      95,000       96,677  
Wichita, KS, Sales Tax Special Obligations Rev. (K-96 Greenwich Star Bond Project), 4.2%, 9/01/2027      300,000       305,832  

 

29


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Kansas - continued                 
Wyandotte County/Kansas City, KS, Unified Government Community Improvement District Sales Tax Rev. (Legends Apartments Garage & West Lawn Project), 4.5%, 6/01/2040    $ 130,000     $ 135,924  
Wyandotte County/Kansas City, KS, Unified Government Utility System Improvement Rev., “A”, 5%, 9/01/2044      360,000       404,723  
    

 

 

 
             $ 3,088,437  
Kentucky - 2.5%                 
Commonwealth of Kentucky State Property & Buildings Commission Rev. (Project No. 119), BAM, 5%, 5/01/2032    $ 75,000     $ 91,954  
Commonwealth of Kentucky State Property & Buildings Commission Rev. (Project No. 119), BAM, 5%, 5/01/2033      75,000       91,711  
Commonwealth of Kentucky State Property & Buildings Commission Rev. (Project No. 119), BAM, 5%, 5/01/2034      80,000       97,606  
Glasgow, KY, Healthcare Rev. (TJ Samson Community Hospital), 6.375%, 2/01/2035      570,000       604,001  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Baptist Life Communities Project), “A”, 6.25%, 11/15/2046      555,000       449,600  
Kentucky Economic Development Finance Authority Healthcare     
Facilities Rev. (Baptist Life Communities Project), “A”, 6.375%, 11/15/2051      535,000       433,387  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Masonic Homes of Kentucky, Inc.), 5.375%, 11/15/2042      430,000       449,836  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Masonic Homes of Kentucky, Inc.), 5.5%, 11/15/2045      200,000       209,702  
Kentucky Economic Development Finance Authority Hospital Rev. (Baptist Healthcare System), “B”, 5%, 8/15/2037      55,000       63,968  
Kentucky Economic Development Finance Authority Hospital Rev. (Baptist Healthcare System), “B”, 5%, 8/15/2041      495,000       572,567  
Kentucky Economic Development Finance Authority Hospital Rev. (Baptist Healthcare System), “B”, 5%, 8/15/2046      320,000       367,619  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5%, 6/01/2037      250,000       286,680  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5%, 6/01/2041      165,000       187,905  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5.25%, 6/01/2041      125,000       144,736  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5%, 6/01/2045      205,000       231,119  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - Meadow Project and Grove Pointe Project), “A”, 5%, 5/15/2036      235,000       249,218  

 

30


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Kentucky - continued                 
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - Meadow Project and Grove Pointe Project), “A”, 5%, 5/15/2046    $ 650,000     $ 678,665  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - Meadow Project and Grove Pointe Project), “A”, 5%, 5/15/2051      165,000       171,800  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - Miralea Project), 7.25%, 5/15/2041 (Prerefunded 5/15/2021)      250,000       272,548  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - Miralea Project), 7.375%, 5/15/2046 (Prerefunded 5/15/2021)      255,000       278,480  
Kentucky Higher Education Student Loan Corp. Rev., Tax-Exempt, “B-1”, 5%, 6/01/2036      725,000       832,691  
Louisville & Jefferson County, KY, Metro Government College Improvement Rev. (Bellarmine University Project), “A”, 5%, 5/01/2034      160,000       179,496  
Louisville & Jefferson County, KY, Metro Government College Improvement Rev. (Bellarmine University Project), “A”, 5%, 5/01/2035      260,000       290,828  
Owen County, KY, Waterworks System Rev. (American Water Co. Project), “A”, 6.25%, 6/01/2039      400,000       401,428  
    

 

 

 
             $ 7,637,545  
Louisiana - 3.2%                 
Jefferson Parish, LA, Hospital Service District No. 2 Hospital Rev. (East Jefferson General Hospital), 6.25%, 7/01/2031    $ 595,000     $ 610,524  
Jefferson Parish, LA, Hospital Service District No. 2 Hospital Rev. (East Jefferson General Hospital), 6.375%, 7/01/2041      375,000       383,310  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Cameron Parish Gomesa Project), 5.65%, 11/01/2037      100,000       112,198  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (CDF Healthcare), “A”, 5.625%, 6/01/2045      950,000       993,092  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Jefferson Parish Gomesa Project), 3.95%, 11/01/2043 (w)      285,000       284,855  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Jefferson Parish Gomesa Project), 3.9%, 11/01/2044      370,000       368,283  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Jefferson Parish Gomesa Project), 4%, 11/01/2044      320,000       320,278  

 

31


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Louisiana - continued                 
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (St. James Place of Baton Rouge Project), “A”, 6%, 11/15/2035    $ 170,000     $ 188,729  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (St. James Place of Baton Rouge Project), “A”, 6.25%, 11/15/2045      650,000       726,934  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Tangipahoa Parish Gomesa Project), 5.375%, 11/01/2038      185,000       200,634  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Terrebonne Parish Gomesa Project), 5.5%, 11/01/2039      155,000       166,763  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Vermilion Parish Gomesa Project), 4.625%, 11/01/2038      140,000       144,047  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Westlake Chemical), “A”, 6.5%, 8/01/2029      610,000       632,680  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Westside Habilitation Center Project), “A”, 5.75%, 2/01/2032      100,000       106,311  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Westside Habilitation Center Project), “A”, 6.125%, 2/01/2037      325,000       349,817  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Westside Habilitation Center Project), “A”, 6.25%, 2/01/2047      265,000       284,061  
Louisiana Local Government, Environmental Facilities & Community Development Authority Student Housing Rev. (Provident Group - ULM Properties LLC - University of Louisiana at Monroe Project), “A”, 5%, 7/01/2029      100,000       113,869  
Louisiana Local Government, Environmental Facilities & Community Development Authority Student Housing Rev. (Provident Group - ULM Properties LLC - University of Louisiana at Monroe Project), “A”, 5%, 7/01/2039      110,000       120,396  
Louisiana Local Government, Environmental Facilities & Community Development Authority Student Housing Rev. (Provident Group - ULM Properties LLC - University of Louisiana at Monroe Project), “A”, 5%, 7/01/2054      185,000       198,694  
Louisiana Public Facilities Authority Hospital Rev. (Lake Charles Memorial Hospital), 6.375%, 12/01/2034      1,115,000       1,141,582  
Louisiana Public Facilities Authority Rev. (Loyola University Project), Convertible Capital Appreciation, 0% to 10/01/2023, 5.25% to 10/01/2046      595,000       589,734  

 

32


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Louisiana - continued                 
New Orleans, LA, Sewerage Service Rev., 5%, 12/01/2040    $ 120,000     $ 136,769  
New Orleans, LA, Sewerage Service Rev., 5%, 6/01/2045      325,000       367,760  
New Orleans, LA, Sewerage Service Rev., 5%, 12/01/2045      145,000       163,840  
St. Charles Parish, LA, Gulf Zone Opportunity Zone Rev. (Valero Energy Corp.), 4%, 12/01/2040 (Put Date 6/01/2022)      1,165,000       1,229,145  
    

 

 

 
             $ 9,934,305  
Maine - 0.3%                 
Maine Finance Authority Solid Waste Disposal Rev. (Casella Waste Systems, Inc.), “R-2”, 4.375%, 8/01/2035 (Put Date 8/01/2025)    $ 135,000     $ 147,775  
Maine Finance Authority Solid Waste Disposal Rev. (Casella Waste Systems, Inc.), “R-3”, 5.25%, 1/01/2025      595,000       672,475  
    

 

 

 
             $ 820,250  
Maryland - 1.3%                 
Baltimore, MD, Convention Center Hotel Rev., 5%, 9/01/2039    $ 175,000     $ 199,694  
Baltimore, MD, Convention Center Hotel Rev., 5%, 9/01/2042      155,000       175,722  
Baltimore, MD, Convention Center Hotel Rev., 5%, 9/01/2046      255,000       287,783  
Baltimore, MD, Special Obligation (East Baltimore Research Park Project), “A”, 5%, 9/01/2038      205,000       226,915  
Howard County, MD, Special Obligation (Downtown Columbia Project), “A”, 4.375%, 2/15/2039      100,000       106,049  
Howard County, MD, Special Obligation (Downtown Columbia Project), “A”, 4.5%, 2/15/2047      240,000       253,831  
Maryland Economic Development Corp. Rev. (Port America Chesapeake Terminal Project), “B”, 5.375%, 6/01/2025 (Prerefunded 6/01/2020)      195,000       199,661  
Maryland Economic Development Corp., Subordinate Parking Facilities Rev. (Baltimore City Project), “C”, 4%, 6/01/2038      15,000       15,778  
Maryland Economic Development Corp., Subordinate Parking Facilities Rev. (Baltimore City Project), “C”, 4%, 6/01/2048      50,000       51,837  
Maryland Economic Development Corp., Subordinate Parking Facilities Rev. (Baltimore City Project), “C”, 4%, 6/01/2058      175,000       180,121  
Maryland Health & Higher Educational Facilities Authority Rev. (Adventist Healthcare Issue), “A”, 5.5%, 1/01/2036      285,000       341,487  
Maryland Health & Higher Educational Facilities Authority Rev. (Charlestown Community Project), 6.25%, 1/01/2041 (Prerefunded 1/01/2021)      475,000       502,046  
Maryland Health & Higher Educational Facilities Authority Rev. (Doctors Community Hospital), “A”, 5%, 7/01/2033      175,000       202,095  
Maryland Health & Higher Educational Facilities Authority Rev. (Doctors Community Hospital), “A”, 5%, 7/01/2034      110,000       126,605  
Maryland Health & Higher Educational Facilities Authority Rev. (Doctors Community Hospital), “A”, 5%, 7/01/2038      480,000       544,603  

 

33


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Maryland - continued                 
Prince George’s County, MD, Special Obligation (Westphalia Town Center Project), 5.25%, 7/01/2048    $ 130,000     $ 144,179  
Rockville, MD, Mayor & Council Economic Development Refunding Rev. (Ingleside at King Farm Project), “A-1”, 5%, 11/01/2037      80,000       89,315  
Rockville, MD, Mayor & Council Economic Development Rev. (Ingleside at King Farm Project), “B”, 5%, 11/01/2042      135,000       149,518  
Rockville, MD, Mayor & Council Economic Development Rev. (Ingleside at King Farm Project), “B”, 5%, 11/01/2047      140,000       153,920  
    

 

 

 
             $ 3,951,159  
Massachusetts - 3.2%                 
Boston, MA, Metropolitan Transit Parking Corp., Systemwide Parking Rev., 5.25%, 7/01/2036    $ 460,000     $ 489,541  
Massachusetts Development Finance Agency Refunding Rev. (Suffolk University), 5%, 7/01/2035      40,000       47,316  
Massachusetts Development Finance Agency Rev. (Adventcare), “A”, 6.75%, 10/15/2037      1,270,000       822,960  
Massachusetts Development Finance Agency Rev. (Atrius Health Issue), “A”, 5%, 6/01/2039      100,000       120,343  
Massachusetts Development Finance Agency Rev. (Atrius Health Issue), “A”, 4%, 6/01/2049      95,000       101,091  
Massachusetts Development Finance Agency Rev. (Emmanuel College), “A”, 5%, 10/01/2043      310,000       352,743  
Massachusetts Development Finance Agency Rev. (Linden Ponds, Inc.), Capital Appreciation, “B”, 0%, 11/15/2056      79,566       22,676  
Massachusetts Development Finance Agency Rev. (Newbridge on the Charles, Inc.), 5%, 10/01/2047      130,000       143,069  
Massachusetts Development Finance Agency Rev. (Newbridge on the Charles, Inc.), 5%, 10/01/2057      425,000       466,459  
Massachusetts Development Finance Agency Rev. (North Hill Communities), “A”, 6.25%, 11/15/2033 (Prerefunded 11/15/2023)      175,000       208,983  
Massachusetts Development Finance Agency Rev. (North Hill Communities), “A”, 6.5%, 11/15/2043 (Prerefunded 11/15/2023)      275,000       330,855  
Massachusetts Development Finance Agency Rev. (Simmons College), “H”, SYNCORA, 5.25%, 10/01/2033      110,000       140,006  
Massachusetts Development Finance Agency Rev. (Suffolk University), 5%, 7/01/2033      60,000       71,296  
Massachusetts Development Finance Agency Rev. (Suffolk University), 5%, 7/01/2034      75,000       88,933  
Massachusetts Development Finance Agency Rev. (Wellforce), “A”, 4%, 7/01/2044      4,785,000       5,163,972  
Massachusetts Development Finance Agency Rev. (Wellforce), “A”, 5%, 7/01/2044      105,000       124,439  

 

34


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Massachusetts - continued                 
Massachusetts Development Finance Agency Rev. (Wentworth Institute of Technology Issue), 5%, 10/01/2046    $ 120,000     $ 136,591  
Massachusetts Educational Financing Authority, Education Loan Rev., “C”, 4.125%, 7/01/2046      635,000       679,063  
Massachusetts Educational Financing Authority, Education Loan Rev., “J”, 3.5%, 7/01/2033      215,000       223,299  
Massachusetts Port Authority Rev., “A”, 5%, 7/01/2037      65,000       70,420  
Massachusetts Port Authority Special Facilities Rev. (ConRAC Project), “A”, 5.125%, 7/01/2041      65,000       68,684  
    

 

 

 
             $ 9,872,739  
Michigan - 2.5%                 
Detroit, MI, Downtown Development Authority Tax Increment Rev. (Catalyst Development), “A”, AGM, 5%, 7/01/2043    $ 185,000     $ 205,685  
Detroit, MI, Water & Sewerage Department, Senior Lien Sewage Disposal System Rev., “A”, 5.25%, 7/01/2039      1,120,000       1,215,256  
Detroit, MI, Water Supply System Rev., Senior Lien, “A”, 5%, 7/01/2036      55,000       57,778  
Detroit, MI, Water Supply System Rev., Senior Lien, “C”, 5%, 7/01/2041      75,000       78,556  
Eastern Michigan University Board of Regents, General Rev., “A”, 4%, 3/01/2047      890,000       980,682  
Grand Rapids, MI, Economic Development Corp. Rev. (Beacon Hill at Eastgate Project), “A”, 5%, 11/01/2037      45,000       48,532  
Grand Rapids, MI, Economic Development Corp. Rev. (Beacon Hill at Eastgate Project), “A”, 5%, 11/01/2047      110,000       117,151  
Michigan Building Authority Rev., “I”, 4%, 10/15/2049      290,000       321,839  
Michigan Finance Authority (Detroit Financial Recovery Income Tax Rev.), “F”, 3.875%, 10/01/2023      90,000       95,313  
Michigan Finance Authority (Detroit Financial Recovery Income Tax Rev.), “F”, 4%, 10/01/2024      110,000       118,555  
Michigan Finance Authority Hospital Rev. (Henry Ford Health System), “A”, 4%, 11/15/2050      750,000       820,927  
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 5%, 12/01/2048      440,000       528,458  
Michigan Finance Authority Local Government Loan Program Rev. (Detroit Water and Sewerage Department Sewage Disposal System Rev. Refunding Second Lien Local Project), “C”, 5%, 7/01/2033      120,000       139,417  
Michigan Finance Authority Local Government Loan Program Rev. (Detroit Water and Sewerage Department Sewage Disposal System Rev. Refunding Second Lien Local Project), “C”, 5%, 7/01/2034      270,000       313,184  
Michigan Finance Authority Local Government Loan Program Rev. (Detroit Water and Sewerage Department Sewage Disposal System Rev. Refunding Second Lien Local Project), “C”, 5%, 7/01/2035      180,000       208,400  

 

35


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Michigan - continued                 
Michigan Finance Authority Local Government Loan Program Rev. (Detroit Water and Sewerage Department Water Supply System Rev. Refunding Local Project), “D-2”, 5%, 7/01/2034    $ 115,000     $ 133,393  
Michigan Strategic Fund Ltd. (Canterbury Health Care, Inc.), 5%, 7/01/2046      150,000       157,968  
Michigan Strategic Fund Ltd. (Canterbury Health Care, Inc.), 5%, 7/01/2051      100,000       105,014  
Waterford Township, MI, Economic Development Corp. (Canterbury Health Care, Inc.), “A”, 5%, 7/01/2046      190,000       200,093  
Waterford Township, MI, Economic Development Corp. (Canterbury Health Care, Inc.), “A”, 5%, 7/01/2051      190,000       199,527  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “B”, 5%, 12/01/2044      65,000       73,797  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “B”, BAM, 5%, 12/01/2039      75,000       85,771  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “C”, 5%, 12/01/2039      55,000       62,189  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “C”, 5%, 12/01/2044      160,000       180,014  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “D”, AGM, 5%, 12/01/2040      1,160,000       1,350,507  
    

 

 

 
             $ 7,798,006  
Minnesota - 0.5%                 
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 4.25%, 2/15/2043    $ 175,000     $ 193,823  
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 5%, 2/15/2043      310,000       365,195  
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 4.25%, 2/15/2048      170,000       187,485  
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 5%, 2/15/2048      240,000       281,743  
St. Paul, MN, Housing & Redevelopment Authority Charter School Lease Rev. (Great River School Project), “A”, 5.5%, 7/01/2052      105,000       112,434  
St. Paul, MN, Housing & Redevelopment Authority Charter School Lease Rev. (Nova Classical Academy), “A”, 6.375%, 9/01/2031      120,000       128,701  
St. Paul, MN, Housing & Redevelopment Authority Charter School Lease Rev. (Nova Classical Academy), “A”, 6.625%, 9/01/2042 (Prerefunded 9/01/2021)      240,000       263,244  
    

 

 

 
             $ 1,532,625  

 

36


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Mississippi - 1.4%                 
Lowndes County, MS, Solid Waste Disposal & Pollution Control Rev. (Weyerhaeuser Co.), 6.8%, 4/01/2022    $ 2,070,000     $ 2,281,471  
Mississippi Development Bank Special Obligation (Hancock County Gomesa Project), 4.55%, 11/01/2039      300,000       310,980  
Mississippi Development Bank Special Obligation (Magnolia Regional Health Center Project), “A”, 6.25%, 10/01/2026      125,000       131,381  
Mississippi Development Bank Special Obligation (Magnolia Regional Health Center Project), “A”, 6.5%, 10/01/2031      190,000       199,901  
Mississippi Hospital Equipment & Facilities Authority Rev. (Baptist Memorial Healthcare), “A”, 5%, 9/01/2022      275,000       298,664  
Mississippi Hospital Equipment & Facilities Authority Rev. (Baptist Memorial Healthcare), “A”, 5%, 9/01/2023      710,000       790,102  
Mississippi Hospital Equipment & Facilities Authority Rev. (Baptist Memorial Healthcare), “A”, 5%, 9/01/2046      215,000       241,155  
    

 

 

 
             $ 4,253,654  
Missouri - 1.3%                 
Kansas City, MO, Industrial Development Authority, Airport Rev. (Kansas City International Airport Terminal Modernization Project), “B”, 5%, 3/01/2055    $ 615,000     $ 727,785  
Kansas City, MO, Industrial Development Authority, Airport Rev. (Kansas City International Airport Terminal Modernization Project), “B”, AGM, 5%, 3/01/2049      1,025,000       1,220,714  
Kansas City, MO, Land Clearance for Redevelopment Authority Rev. (Convention Center Hotel Project-TIF Financing), “B”, 4.375%, 2/01/2031      100,000       108,148  
Kansas City, MO, Land Clearance for Redevelopment Authority Rev. (Convention Center Hotel Project-TIF Financing), “B”, 5%, 2/01/2040      100,000       110,277  
Kansas City, MO, Land Clearance for Redevelopment Authority Rev. (Convention Center Hotel Project-TIF Financing), “B”, 5%, 2/01/2050      395,000       428,820  
St. Louis County, MO, Industrial Development Authority Health Facilities Rev. (Nazareth Living Center), “A”, 5%, 8/15/2030      80,000       86,925  
St. Louis County, MO, Industrial Development Authority Health Facilities Rev. (Nazareth Living Center), “A”, 5%, 8/15/2035      55,000       58,776  
St. Louis County, MO, Industrial Development Authority Health Facilities Rev. (Nazareth Living Center), “A”, 5.125%, 8/15/2045      140,000       148,568  
St. Louis, MO, Industrial Development Authority Financing Rev. (Ballpark Village Development Project), “A”, 3.875%, 11/15/2029      95,000       102,958  
St. Louis, MO, Industrial Development Authority Financing Rev. (Ballpark Village Development Project), “A”, 4.375%, 11/15/2035      185,000       200,769  
St. Louis, MO, Industrial Development Authority Financing Rev. (Ballpark Village Development Project), “A”, 4.75%, 11/15/2047      405,000       441,308  

 

37


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Missouri - continued                 
St. Louis, MO, Industrial Development Authority Rev. (St. Andrew’s Resources for Seniors Obligated Group), “A”, 5.125%, 12/01/2045    $ 400,000     $ 436,428  
    

 

 

 
             $ 4,071,476  
Nebraska - 0.3%                 
Central Plains Energy Project, NE, Gas Project Rev. (Project No. 3), “A”, 5%, 9/01/2036    $ 210,000     $ 278,783  
Central Plains Energy Project, NE, Gas Project Rev. (Project No. 3), “A”, 5%, 9/01/2042      420,000       578,966  
    

 

 

 
             $ 857,749  
Nevada - 0.5%                 
Director of the State of Nevada, Department of Business and Industry, Charter School Lease Rev. (Somerset Academy), “A”, 5%, 12/15/2035    $ 265,000     $ 290,056  
Director of the State of Nevada, Department of Business and Industry, Charter School Lease Rev. (Somerset Academy), “A”, 5.125%, 12/15/2045      205,000       222,128  
Director of the State of Nevada, Department of Business and Industry, Charter School Lease Rev. (Somerset Academy), “A”, 5%, 12/15/2048      175,000       188,132  
Nevada Department of Business & Industry Charter School Rev. (Doral Academy of Nevada), “A”, 5%, 7/15/2047      175,000       186,672  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 5%, 6/01/2033      10,000       12,263  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 5%, 6/01/2038      10,000       11,996  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 4%, 6/01/2048      40,000       43,484  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 4.125%, 6/01/2058      50,000       53,991  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), Capital Appreciation, “C”, 0%, 7/01/2058      4,000,000       574,600  
    

 

 

 
             $ 1,583,322  
New Hampshire - 0.4%                 
National Finance Authority, New Hampshire Resource Recovery Refunding Rev. (Covanta Project), “C”, 4.875%, 11/01/2042    $ 595,000     $ 631,235  
New Hampshire Health & Education Facilities Authority Rev. (Memorial Hospital), 5.5%, 6/01/2031      225,000       268,499  
New Hampshire Health & Education Facilities Authority Rev. (Memorial Hospital), 5.5%, 6/01/2036      225,000       265,577  
    

 

 

 
             $ 1,165,311  

 

38


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New Jersey - 3.8%                 
Atlantic City, NJ, Tax Appeal Refunding Bonds (Qualified Pursuant to the Provisions of the Municipal Qualified Bond Act), “A”, BAM, 5%, 3/01/2037    $ 45,000     $ 52,979  
Atlantic City, NJ, Tax Appeal Refunding Bonds (Qualified Pursuant to the Provisions of the Municipal Qualified Bond Act), “A”, BAM, 5%, 3/01/2042      60,000       69,880  
New Jersey Building Authority Rev., Unrefunded Balance, “A”, BAM, 5%, 6/15/2029      50,000       59,047  
New Jersey Economic Development Authority Rev. (Goethals Bridge Replacement Project), 5.5%, 1/01/2027      70,000       80,395  
New Jersey Economic Development Authority Rev. (Goethals Bridge Replacement Project), 5%, 1/01/2028      70,000       78,850  
New Jersey Economic Development Authority Rev. (Goethals Bridge Replacement Project), 5.375%, 1/01/2043      420,000       470,215  
New Jersey Economic Development Authority Rev. (Goethals Bridge Replacement Project), AGM, 5%, 1/01/2031      210,000       234,902  
New Jersey Economic Development Authority Rev. (Kapkowski Road Landfill Project), 6.5%, 4/01/2031      1,765,000       2,074,616  
New Jersey Economic Development Authority Rev. (Lions Gate Project), 5%, 1/01/2034      80,000       83,250  
New Jersey Economic Development Authority Rev. (Lions Gate Project), 5.125%, 1/01/2039      175,000       181,785  
New Jersey Economic Development Authority Rev. (Lions Gate Project), 5.25%, 1/01/2044      465,000       483,963  
New Jersey Economic Development Authority Rev. (Provident Group - Rowan Properties LLC - Rowan University Student Housing Project), “A”, 5%, 1/01/2030      140,000       154,417  
New Jersey Economic Development Authority Rev. (Provident Group - Rowan Properties LLC - Rowan University Student Housing Project), “A”, 5%, 1/01/2035      180,000       196,324  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 5.125%, 9/15/2023      910,000       979,087  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 5.25%, 9/15/2029      910,000       994,457  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), “A”, 5.625%, 11/15/2030      250,000       287,020  
New Jersey Economic Development Authority, State Lease Rev. (Juvenile Justice Commission Facilities Project), “C”, 5%, 6/15/2042      365,000       413,563  
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Refunding Rev., “A”, 3.125%, 7/01/2029      130,000       131,578  
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Refunding Rev., “A”, 5%, 7/01/2033      520,000       599,737  
New Jersey Health Care Facilities, Financing Authority Rev. (University Hospital), “A”, AGM, 5%, 7/01/2046      780,000       880,488  

 

39


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New Jersey - continued                 
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2031    $ 185,000     $ 215,962  
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2032      190,000       220,797  
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2033      160,000       185,278  
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2034      160,000       184,850  
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2035      140,000       161,307  
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2036      165,000       189,631  
New Jersey Health Care Facilities, Financing Authority, State Contract Refunding Bonds (Hospital Asset Transformation Program), 5%, 10/01/2037      275,000       314,900  
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Rev., “A”, 5%, 6/15/2029      305,000       357,713  
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Rev., “A”, 5%, 6/15/2031      205,000       238,573  
New Jersey Transportation Trust Fund Authority, Transportation System, Capital Appreciation, “C”, AAC, 0%, 12/15/2035      525,000       322,817  
New Jersey Transportation Trust Fund Authority, Transportation System, Capital Appreciation, “C”, AAC, 0%, 12/15/2036      1,375,000       802,794  
    

 

 

 
             $ 11,701,175  
New Mexico - 0.6%                 
Farmington, NM, Pollution Control Rev. (Public Service New Mexico), “D”, 5.9%, 6/01/2040    $ 1,840,000     $ 1,886,258  
New York - 6.2%                 
Build NYC Resource Corp. Rev. (Albert Einstein School of Medicine, Inc.), 5.5%, 9/01/2045    $ 880,000     $ 1,002,276  
Build NYC Resource Corp. Rev. (International Leadership Charter High School Project), “A”, 6.25%, 7/01/2046      140,000       142,037  
Build NYC Resource Corp. Rev. (International Leadership Charter School Project), “A”, 6%, 7/01/2043      365,000       366,690  
Hudson Yards, NY, Infrastructure Corp. Rev., “A”, 5.75%, 2/15/2047 (Prerefunded 2/15/2021)      385,000       407,592  

 

40


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New York - continued                 
Hudson Yards, NY, Infrastructure Corp. Rev., “A”, Unrefunded Balance, 5.75%, 2/15/2047    $ 235,000     $ 247,873  
New York Dormitory Authority Rev. (Orange Regional Medical Center Obligated Group Rev.), 5%, 12/01/2033      100,000       117,935  
New York Dormitory Authority Rev., Non-State Supported Debt (Orange Regional Medical Center), “A”, 5%, 12/01/2035      100,000       117,308  
New York Dormitory Authority, State Personal Income Tax Rev., “C”, 5%, 3/15/2034      1,670,000       1,751,730  
New York Environmental Facilities Corp., Clean Drinking Water Revolving Funds, 5%, 6/15/2041      1,345,000       1,420,576  
New York Environmental Facilities Corp., State Revolving Funds Rev., “C”, 5%, 5/15/2041      1,860,000       1,959,287  
New York Liberty Development Corp., Liberty Rev. (3 World Trade Center Project), “1”, 5%, 11/15/2044      595,000       656,017  
New York Liberty Development Corp., Liberty Rev. (3 World Trade Center Project), “2”, 5.375%, 11/15/2040      845,000       951,073  
New York Liberty Development Corp., Liberty Rev. (One Bryant Park LLC), 6.375%, 7/15/2049      1,065,000       1,075,863  
New York Transportation Development Corp., Special Facilities Rev. (American Airlines, Inc. John F. Kennedy International Airport Project), 5%, 8/01/2026      885,000       928,507  
New York Transportation Development Corp., Special Facilities Rev. (American Airlines, Inc. John F. Kennedy International Airport Project), 5%, 8/01/2031      545,000       570,348  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 5%, 1/01/2032      510,000       611,179  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 5%, 1/01/2033      300,000       358,467  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 5%, 1/01/2034      170,000       202,715  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 4%, 1/01/2036      115,000       125,241  
New York, NY, City Housing Development Corp., Multi-Family Housing Rev. (8 Spruce Street), “F”, 4.5%, 2/15/2048      514,262       544,110  
Niagara County, NY, Industrial Development Agency, Solid Waste Disposal Rev. (Covanta Energy Project), “A”, 4.75%, 11/01/2042      530,000       560,003  
Onondaga, NY, Civic Development Corp. Rev. (St. Joseph’s Hospital Health Center), 5%, 7/01/2042 (Prerefunded 7/01/2022)      495,000       545,158  
Orange County, NY, Funding Corp. Assisted Living Residence Rev. (Hamlet at Wallkill Assisted Living Project), 6.5%, 1/01/2046      370,000       383,128  

 

41


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New York - continued                 
Port Authority of NY & NJ, Special Obligation Rev. (JFK International Air Terminal LLC), 6%, 12/01/2036    $ 485,000     $ 509,643  
Port Authority of NY & NJ, Special Obligation Rev. (JFK International Air Terminal LLC), 6%, 12/01/2042      550,000       576,163  
Syracuse, NY, Industrial Development Agency PILOT Rev. (Carousel Center Project), “A”, 5%, 1/01/2029      60,000       66,446  
Syracuse, NY, Industrial Development Agency PILOT Rev. (Carousel Center Project), “A”, 5%, 1/01/2030      225,000       249,700  
Syracuse, NY, Industrial Development Agency PILOT Rev. (Carousel Center Project), “A”, 5%, 1/01/2034      80,000       87,894  
Syracuse, NY, Industrial Development Agency PILOT Rev. (Carousel Center Project), “A”, 5%, 1/01/2035      190,000       207,417  
Syracuse, NY, Industrial Development Agency PILOT Rev. (Carousel Center Project), “A”, 5%, 1/01/2036      210,000       228,033  
Tobacco Settlement Asset Securitization Corp., NY, “A”, 5%, 6/01/2034      105,000       123,909  
Tobacco Settlement Asset Securitization Corp., NY, “A”, 5%, 6/01/2035      50,000       58,845  
Tobacco Settlement Asset Securitization Corp., NY, “A”, 5%, 6/01/2041      355,000       398,427  
Ulster County, NY, Capital Resource Corp. Rev. (Woodland Pond at New Paltz Project), 4%, 9/15/2025      400,000       399,572  
Ulster County, NY, Capital Resource Corp. Rev. (Woodland Pond at New Paltz Project), 5%, 9/15/2037      920,000       939,743  
    

 

 

 
             $ 18,890,905  
North Carolina - 0.4%                 
North Carolina Medical Care Commission, Health Care Facilities Rev. (Pennybyrn at Maryfield), 5%, 10/01/2025    $ 130,000     $ 148,129  
North Carolina Medical Care Commission, Health Care Facilities Rev. (Pennybyrn at Maryfield), 5%, 10/01/2030      165,000       179,482  
North Carolina Medical Care Commission, Health Care Facilities Rev. (Pennybyrn at Maryfield), 5%, 10/01/2035      100,000       106,615  
North Carolina Medical Care Commission, Retirement Facilities First Mortgage Rev. (United Church Homes and Services), “A”, 5%, 9/01/2037      65,000       69,559  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2042      65,000       74,176  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2047      125,000       141,998  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2051      250,000       283,527  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2054      100,000       113,346  

 

42


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
North Carolina - continued                 
University of North Carolina, Greensboro, Rev., 5%, 4/01/2039    $ 195,000     $ 222,019  
    

 

 

 
             $ 1,338,851  
North Dakota - 0.6%                 
Ward County, ND, Health Care Facilities Rev. (Trinity Obligated Group), “C”, 5%, 6/01/2034    $ 285,000     $ 332,182  
Ward County, ND, Health Care Facilities Rev. (Trinity Obligated Group), “C”, 5%, 6/01/2038      330,000       378,889  
Ward County, ND, Health Care Facilities Rev. (Trinity Obligated Group), “C”, 5%, 6/01/2043      900,000       1,020,402  
    

 

 

 
             $ 1,731,473  
Ohio - 8.1%                 
American Municipal Power, Inc. (Prairie State Energy Campus Project), “A”, 5%, 2/15/2042    $ 560,000     $ 626,321  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.125%, 6/01/2024      645,000       645,884  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.375%, 6/01/2024      1,290,000       1,291,406  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.875%, 6/01/2030      2,755,000       2,762,549  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 6%, 6/01/2042      1,580,000       1,588,990  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 6.5%, 6/01/2047      4,400,000       4,499,880  
Butler County, OH, Hospital Facilities Rev. (UC Health), 5.75%, 11/01/2040 (Prerefunded 11/01/2020)      260,000       271,864  
Centerville, OH, Health Care Improvement and Refunding Rev. (Graceworks Lutheran Services), 5.25%, 11/01/2037      80,000       88,686  
Centerville, OH, Health Care Improvement and Refunding Rev. (Graceworks Lutheran Services), 5.25%, 11/01/2047      220,000       240,539  
Centerville, OH, Health Care Improvement and Refunding Rev. (Graceworks Lutheran Services), 5.25%, 11/01/2050      85,000       92,753  
Cleveland-Cuyahoga County, OH, Port Authority Development Rev. (Flats East Development Project), “B”, 7%, 5/15/2040      235,000       247,250  
Columbus, OH, Franklin County Finance Authority Development Rev., 6%, 5/15/2035      700,000       708,162  
Cuyahoga County, OH, Hospital Rev. (Metrohealth System), 5%, 2/15/2042      415,000       469,128  
Cuyahoga County, OH, Hospital Rev. (Metrohealth System), 4.75%, 2/15/2047      565,000       608,934  
Cuyahoga County, OH, Hospital Rev. (Metrohealth System), 5.25%, 2/15/2047      1,350,000       1,549,300  

 

43


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Ohio - continued                 
Cuyahoga County, OH, Hospital Rev. (Metrohealth System), 5.5%, 2/15/2052    $ 90,000     $ 104,706  
Cuyahoga County, OH, Hospital Rev. (Metrohealth System), 5%, 2/15/2057      295,000       328,713  
Cuyahoga County, OH, Hospital Rev. (Metrohealth System), 5.5%, 2/15/2057      1,440,000       1,670,184  
Darke County, OH, Hospital Facilities Rev. (Wayne Healthcare Project), “A”, 4%, 9/01/2040      65,000       68,301  
Darke County, OH, Hospital Facilities Rev. (Wayne Healthcare Project), “A”, 4%, 9/01/2045      95,000       98,885  
Darke County, OH, Hospital Facilities Rev. (Wayne Healthcare Project), “A”, 5%, 9/01/2049      130,000       148,879  
Franklin County, OH, Hospital Facilities Rev. (OhioHealth Corp.), “A”, 4%, 5/15/2047      460,000       507,877  
Gallia County, OH, Hospital Facilities Rev. (Holzer Health Systems), “A”, 8%, 7/01/2042      1,425,000       1,603,282  
Lucas County, OH, Hospital Rev. (Promedica Healthcare), “A”, 5.25%, 11/15/2048      140,000       161,899  
Miami County, OH, Hospital Facilities Rev., “A”, 5%, 8/01/2049      605,000       713,259  
Ohio Air Quality Development Authority, Facilities Rev. (Pratt Paper LLC Project), 3.75%, 1/15/2028      160,000       172,886  
Ohio Air Quality Development Authority, Facilities Rev. (Pratt Paper LLC Project), 4.25%, 1/15/2038      200,000       215,628  
Ohio Air Quality Development Authority, Facilities Rev. (Pratt Paper LLC Project), 4.5%, 1/15/2048      260,000       280,878  
Ohio Hospital Facilities Rev. (Cleveland Clinic Health System), “B”, 4%, 1/01/2046      350,000       391,198  
Riversouth, OH, Authority Rev. (Lazarus Building), “A”, 5.75%, 12/01/2027      980,000       982,411  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5.5%, 12/01/2029      90,000       102,136  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5.75%, 12/01/2032      595,000       648,800  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5%, 12/01/2035      210,000       229,018  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5%, 12/01/2043      235,000       247,182  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5.5%, 12/01/2043      290,000       313,879  

 

44


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Ohio - continued                 
Summit County, OH, Port Authority Building Rev. (Flats East Development Recovery Zone Facility Bonds), 6.875%, 5/15/2040    $ 85,000     $ 89,323  
    

 

 

 
             $ 24,770,970  
Oklahoma - 1.4%                 
Catoosa, OK, Industrial Authority Sales Tax Rev., 4%, 10/01/2028    $ 55,000     $ 57,291  
Fort Sill Apache Tribe, OK, Economic Development Authority, Gaming Enterprise, “A”, 8.5%, 8/25/2026 (n)      455,000       502,607  
Oklahoma Development Finance Authority, First Mortgage Rev. (Sommerset Project), 5%, 7/01/2042      200,000       220,110  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5%, 8/15/2029      55,000       67,276  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5%, 8/15/2033      285,000       342,399  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5%, 8/15/2038      400,000       473,812  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5.25%, 8/15/2043      430,000       514,142  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5.25%, 8/15/2048      400,000       474,628  
Tulsa, OK, Airport Improvement Trust Rev., “A”, 5%, 6/01/2045      105,000       116,304  
Tulsa, OK, Municipal Airport Trust Rev. (American Airlines, Inc.), “B”, 5.5%, 6/01/2035      575,000       627,244  
Tulsa, OK, Municipal Airport Trust Rev. (American Airlines, Inc.), “B”, 5.5%, 12/01/2035      920,000       1,003,941  
    

 

 

 
             $ 4,399,754  
Oregon - 0.2%                 
Forest Grove, OR, Campus Improvement Rev. (Pacific University Project), “A”, 4.5%, 5/01/2029    $ 150,000     $ 159,107  
Forest Grove, OR, Campus Improvement Rev. (Pacific University Project), “A”, 5%, 5/01/2036      170,000       189,332  
Forest Grove, OR, Campus Improvement Rev. (Pacific University Project), “A”, 5%, 5/01/2040      190,000       201,088  
    

 

 

 
             $ 549,527  
Pennsylvania - 10.2%                 
Allegheny County, PA, Hospital Development Authority Rev. (Allegheny Health Network Obligated Group), “A”, 4%, 4/01/2044    $ 1,670,000     $ 1,791,977  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Project), 5%, 5/01/2028      100,000       117,700  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Project), 5%, 5/01/2033      100,000       116,442  

 

45


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Project), 5%, 5/01/2042    $ 120,000     $ 135,095  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Refunding Project), 5%, 5/01/2032      245,000       281,912  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Refunding Project), 5%, 5/01/2042      175,000       195,342  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev., “A”, 5%, 5/01/2035      160,000       168,742  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev., “A”, 5%, 5/01/2042      685,000       717,366  
Berks County, PA, Reading School District, AGM, 5%, 3/01/2036      55,000       65,289  
Blythe Township, PA, Solid Waste Authority Rev., 7.75%, 12/01/2037      430,000       489,357  
Chester County, PA, Health & Education Facilities Authority Rev. (Simpson Senior Services Project), “A”, 5%, 12/01/2030      90,000       98,099  
Chester County, PA, Health & Education Facilities Authority Rev. (Simpson Senior Services Project), “A”, 5%, 12/01/2035      90,000       97,073  
Chester County, PA, Health & Education Facilities Authority Rev. (Simpson Senior Services Project), “A”, 5.25%, 12/01/2045      200,000       215,482  
Clairton, PA, Municipal Authority Sewer Rev., “B”, 5%, 12/01/2037      265,000       286,786  
Commonwealth of Pennsylvania, Tobacco Master Settlement Financing Authority Rev., 5%, 6/01/2032      140,000       171,513  
Commonwealth of Pennsylvania, Tobacco Master Settlement Financing Authority Rev., 5%, 6/01/2033      120,000       146,633  
Commonwealth of Pennsylvania, Tobacco Master Settlement Financing Authority Rev., 5%, 6/01/2034      60,000       73,097  
Cumberland County, PA, Municipal Authority Rev. (Asbury Atlantic, Inc.), 5.25%, 1/01/2041      740,000       763,391  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2030      45,000       50,657  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2035      60,000       66,750  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2039      65,000       70,610  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2046      40,000       43,162  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2038      230,000       253,380  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2043      305,000       333,008  

 

46


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2048    $ 310,000     $ 337,578  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2053      295,000       320,063  
Lehigh County, PA, Hospital Authority Rev. (Lehigh Valley Health Network), “A”, 4%, 7/01/2049 (w)      265,000       285,924  
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), “A”, 5%, 12/01/2043      2,195,000       2,451,003  
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), Capital Appreciation, “B”, 0%, 12/01/2037      1,850,000       1,085,987  
Luzerne County, PA, “A”, AGM, 5%, 11/15/2029      355,000       416,546  
Luzerne County, PA, Wilkes-Barre Area School District, General Obligation, BAM, 5%, 4/15/2059      105,000       124,468  
Montgomery County, PA, Higher Education & Health Authority Rev. (Thomas Jefferson University), 4%, 9/01/2044      205,000       223,481  
Montgomery County, PA, Higher Education & Health Authority Rev. (Thomas Jefferson University), 4%, 9/01/2049      195,000       211,134  
Montgomery County, PA, Industrial Development Authority Health System Rev. (Albert Einstein Healthcare Network Issue), “A”, 5.25%, 1/15/2036      1,185,000       1,330,933  
Montgomery County, PA, Industrial Development Authority Retirement Community Rev. (ACTS Retirement - Life Communities, Inc.), 5%, 11/15/2028      565,000       609,132  
Montgomery County, PA, Industrial Development Authority Rev. (Whitemarsh Continuing Care Retirement Community Project), 5.375%, 1/01/2050      1,110,000       1,146,974  
Northeastern PA, Hospital & Education Authority Rev. (Wilkes University Project), “A”, 5%, 3/01/2037      80,000       88,519  
Pennsylvania Economic Development Financing Authority Rev. (Pennsylvania Rapid Bridge Replacement Project), 5%, 12/31/2030      200,000       231,444  
Pennsylvania Economic Development Financing Authority, Sewer Sludge Disposal Rev. (Philadelphia Biosolids Facility), 6.25%, 1/01/2032      645,000       648,902  
Pennsylvania Higher Educational Facilities Authority Rev. (Edinboro University Foundation), 5.8%, 7/01/2030 (Prerefunded 7/01/2020)      155,000       159,721  
Pennsylvania Higher Educational Facilities Authority Rev. (Saint Francis University Project), “JJ2”, 6.25%, 11/01/2041 (Prerefunded 11/01/2021)      295,000       324,355  
Pennsylvania Higher Educational Facilities Authority Rev. (Shippensburg University Student Services, Inc. Housing Project), 6.25%, 10/01/2043 (Prerefunded 10/01/2021)      300,000       328,614  
Pennsylvania Higher Educational Facilities Authority Rev. (Shippensburg University Student Services, Inc. Housing Project), 5%, 10/01/2044 (Prerefunded 10/01/2022)      510,000       565,687  

 

47


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Pennsylvania Turnpike Commission Subordinate Rev., “A”, AGM, 4%, 12/01/2049    $ 1,755,000     $ 1,946,313  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.625%, 8/01/2036      100,000       105,757  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.25%, 8/01/2046      325,000       354,344  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.75%, 8/01/2046      535,000       564,248  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.375%, 8/01/2051      235,000       257,546  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “B”, 6%, 8/01/2051      370,000       393,314  
Philadelphia, PA, Authority for Industrial Development Rev. (Philadelphia Performing Arts Charter School Project), 6.5%, 6/15/2033      445,000       453,588  
Philadelphia, PA, Authority for Industrial Development Rev. (Philadelphia Performing Arts Charter School Project), 6.75%, 6/15/2043      755,000       769,504  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), 6.875%, 6/15/2033      155,000       172,439  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), 7.375%, 6/15/2043      270,000       301,614  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), “A-1”, 6.75%, 6/15/2033      100,000       110,830  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), “A-1”, 7%, 6/15/2043      290,000       320,322  
Philadelphia, PA, Authority for Industrial Development, Multi-Family Housing Rev. (University Square Apartment Project- Section 8), “I”, 5%, 12/01/2037      265,000       301,649  
Philadelphia, PA, Authority for Industrial Development, Multi-Family Housing Rev. (University Square Apartment Project- Section 8), “I”, 5%, 12/01/2058      1,060,000       1,177,554  
Philadelphia, PA, Authority for Industrial Development, Multi-Family Housing Rev. (University Square Apartment Project- Section 8), “III”, 5.25%, 12/01/2047      280,000       295,196  
Philadelphia, PA, Authority for Industrial Development, Multi-Family Housing Rev. (University Square Apartment Project- Section 8), “III”, 5.5%, 12/01/2058      405,000       429,288  
Philadelphia, PA, Authority for Industrial Development, Senior Living Facilities Rev. (Wesley Enhanced Living Obligated Group), “A”, 5%, 7/01/2037      205,000       229,436  
Philadelphia, PA, Authority for Industrial Development, Senior Living Facilities Rev. (Wesley Enhanced Living Obligated Group), “A”, 5%, 7/01/2042      245,000       271,399  

 

48


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Philadelphia, PA, Authority for Industrial Development, Senior Living Facilities Rev. (Wesley Enhanced Living Obligated Group), “A”, 5%, 7/01/2049    $ 350,000     $ 384,989  
Philadelphia, PA, Gas Works Rev. (1998 General Ordinance), “15”, 5%, 8/01/2042      955,000       1,124,789  
Philadelphia, PA, School District, “A”, 5%, 9/01/2033      40,000       48,691  
Philadelphia, PA, School District, “A”, 5%, 9/01/2035      140,000       169,534  
Philadelphia, PA, School District, “A”, 4%, 9/01/2036 (w)      290,000       323,359  
Philadelphia, PA, School District, “A”, 5%, 9/01/2036      50,000       60,387  
Philadelphia, PA, School District, “A”, 5%, 9/01/2037      50,000       60,162  
Philadelphia, PA, School District, “A”, 5%, 9/01/2038      50,000       60,003  
Philadelphia, PA, School District, “B”, 5%, 9/01/2043      150,000       178,100  
Pittsburgh, PA, Water & Sewer Authority Rev., “A”, AGM, 5%, 9/01/2032      80,000       106,101  
Pittsburgh, PA, Water & Sewer Authority Rev., “A”, AGM, 5%, 9/01/2033      60,000       80,536  
Pittsburgh, PA, Water & Sewer Authority Rev., “A”, AGM, 4%, 9/01/2035      30,000       34,320  
Pittsburgh, PA, Water & Sewer Authority Rev., “A”, AGM, 5%, 9/01/2044      205,000       250,662  
Scranton-Lackawanna, PA, Health and Welfare Authority, University Rev. (Marywood University Project), 5%, 6/01/2046      885,000       926,834  
State Public School Building Authority, PA, School Lease Rev. (School District of Philadelphia Project), 5%, 4/01/2028      250,000       272,357  
Washington County, PA, Canon-McMillan School District, BAM, 4%, 6/01/2044      190,000       207,053  
Washington County, PA, Canon-McMillan School District, BAM, 4%, 6/01/2046      290,000       315,482  
Washington County, PA, Canon-McMillan School District, BAM, 4%, 6/01/2048      200,000       217,114  
Washington County, PA, Canon-McMillan School District, BAM, 4%, 6/01/2050      190,000       205,753  
Washington County, PA, Redevelopment Authority Refunding Rev. (Victory Centre Tax Increment Financing Project), 4%, 7/01/2023      40,000       40,559  
Washington County, PA, Redevelopment Authority Refunding Rev. (Victory Centre Tax Increment Financing Project), 5%, 7/01/2035      30,000       31,876  
West Shore, PA, Area Authority Rev. (Messiah Village Project), “A”, 5%, 7/01/2030      60,000       65,417  
West Shore, PA, Area Authority Rev. (Messiah Village Project), “A”, 5%, 7/01/2035      60,000       64,613  
    

 

 

 
             $ 31,322,360  

 

49


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Puerto Rico - 10.5%                 
Commonwealth of Puerto Rico Aqueduct & Sewer Authority Rev., “A”, ASSD GTY, 5%, 7/01/2028    $ 95,000     $ 97,402  
Commonwealth of Puerto Rico Aqueduct & Sewer Authority Rev., “A”, ASSD GTY, 5.125%, 7/01/2047      420,000       431,882  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., ASSD GTY, 5.25%, 7/01/2041      505,000       562,494  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.5%, 7/01/2029      125,000       142,034  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.25%, 7/01/2032      125,000       139,990  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.25%, 7/01/2033      330,000       370,102  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.25%, 7/01/2036      410,000       459,097  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “D”, AGM, 5%, 7/01/2032      745,000       761,822  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “J”, NATL, 5%, 7/01/2029      75,000       76,895  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “L”, AAC, 5.25%, 7/01/2038      2,380,000       2,588,417  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “L”, ASSD GTY, 5.25%, 7/01/2041      735,000       818,680  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “L”, NATL, 5.25%, 7/01/2035      1,110,000       1,178,376  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, AAC, 5.25%, 7/01/2030      175,000       191,546  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, AAC, 5.25%, 7/01/2031      1,380,000       1,509,596  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, ASSD GTY, 5.25%, 7/01/2036      930,000       1,041,349  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, NATL, 5.25%, 7/01/2032      190,000       202,717  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, NATL, 5.25%, 7/01/2033      190,000       202,595  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., Unrefunded Balance, “A”, NATL, 5%, 7/01/2038      75,000       76,479  
Commonwealth of Puerto Rico, “A”, AGM, 5.375%, 7/01/2025      95,000       99,391  
Commonwealth of Puerto Rico, “A”, NATL, 5.5%, 7/01/2021      110,000       114,049  
Commonwealth of Puerto Rico, Public Improvement, “A”, AGM, 5%, 7/01/2035      990,000       1,036,401  
Commonwealth of Puerto Rico, Public Improvement, “A”, NATL, 5.5%, 7/01/2020      460,000       467,723  
Commonwealth of Puerto Rico, Public Improvement, “A-4”, AGM, 5.25%, 7/01/2030      160,000       162,144  

 

50


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Puerto Rico - continued                 
Commonwealth of Puerto Rico, Public Improvement, “C-7”, NATL, 6%, 7/01/2027    $ 460,000     $ 473,878  
Puerto Rico Convention Center District Authority, Hotel Occupancy Tax Rev., “A”, AAC, 5%, 7/01/2031      960,000       980,371  
Puerto Rico Electric Power Authority Rev., “MM”, NATL, 5%, 7/01/2020      10,000       10,136  
Puerto Rico Electric Power Authority Rev., “NN”, NATL, 5.25%, 7/01/2022      280,000       292,323  
Puerto Rico Electric Power Authority Rev., “NN”, NATL, 4.75%, 7/01/2033      45,000       45,057  
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2024      30,000       30,651  
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2025      30,000       30,723  
Puerto Rico Electric Power Authority Rev., “RR”, NATL, 5%, 7/01/2022      70,000       71,183  
Puerto Rico Electric Power Authority Rev., “SS”, NATL, 5%, 7/01/2020      85,000       85,630  
Puerto Rico Electric Power Authority Rev., “TT”, 5%, 7/01/2032      1,960,000       1,470,000  
Puerto Rico Electric Power Authority Rev., “TT”, NATL, 5%, 7/01/2024      125,000       127,713  
Puerto Rico Electric Power Authority Rev., “TT”, NATL, 5%, 7/01/2026      10,000       10,249  
Puerto Rico Electric Power Authority Rev., “UU”, AGM, 5%, 7/01/2022      75,000       76,795  
Puerto Rico Electric Power Authority Rev., “V”, NATL, 5.25%, 7/01/2033      320,000       341,213  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2025      55,000       58,445  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2026      110,000       117,367  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2030      490,000       524,672  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2032      1,025,000       1,093,603  
Puerto Rico Electric Power Authority Rev., “WW”, 5%, 7/01/2028      1,650,000       1,237,500  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority Rev. (Cogeneration Facilities - AES Puerto Rico Project), 6.625%, 6/01/2026      820,000       839,475  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Educational Facilities Rev. (University Plaza Project), NATL, 5%, 7/01/2033      560,000       560,291  

 

51


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Puerto Rico - continued                 
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 4%, 4/01/2020    $ 30,000     $ 29,917  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 3/01/2021      5,000       4,998  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 4/01/2021      100,000       102,400  
Puerto Rico Industrial, Tourist, Educational, Medical &     
Environmental Control Facilities Financing Authority, Higher     
Education Rev. (Ana G. Mendez University System Project), 5.375%, 12/01/2021      65,000       64,917  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 4/01/2022      120,000       123,299  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 3/01/2026      20,000       19,970  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 4/01/2027      375,000       381,934  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5.5%, 12/01/2031      130,000       129,759  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5.125%, 4/01/2032      140,000       141,523  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 3/01/2036      140,000       139,688  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5.375%, 4/01/2042      110,000       111,100  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (University of Sacred Heart), 4.375%, 10/01/2031      70,000       68,191  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (University of Sacred Heart), 5%, 10/01/2042      125,000       122,669  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2023      585,000       625,429  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2024      345,000       371,896  

 

52


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Puerto Rico - continued                 
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2026    $ 365,000     $ 400,533  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2027      975,000       1,076,185  
Puerto Rico Municipal Finance Agency, “A”, AGM, 5%, 8/01/2027      40,000       41,015  
Puerto Rico Public Buildings Authority Government Facilities Rev., “I”, ASSD GTY, 5%, 7/01/2036      85,000       86,687  
Puerto Rico Public Buildings Authority Government Facilities Rev., “M-3”, NATL, 6%, 7/01/2027      190,000       195,732  
Puerto Rico Public Buildings Authority Government Facilities Rev., “M-3”, NATL, 6%, 7/01/2028      65,000       66,987  
Puerto Rico Public Buildings Authority Rev., “M-2”, AAC, 10%, 7/01/2035      780,000       826,285  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., “2019A-1”, 4.55%, 7/01/2040      82,000       83,814  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., “2019A-1”, 4.75%, 7/01/2053      1,484,000       1,532,824  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., “2019A-1”, 5%, 7/01/2058      1,021,000       1,071,846  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., “2019A-2”, 4.329%, 7/01/2040      765,000       776,467  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., “2019A-2”, 4.536%, 7/01/2053      5,000       5,061  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., “2019A-2”, 4.784%, 7/01/2058      93,000       95,811  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation, “2019A-1”, 0%, 7/01/2027      144,000       115,187  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation, “2019A-1”, 0%, 7/01/2031      1,571,000       1,091,185  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation, “2019A-1”, 0%, 7/01/2033      1,498,000       941,987  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation, “2019A-1”, 0%, 7/01/2046      252,000       65,520  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation, “2019A-1”, 0%, 7/01/2051      526,000       101,986  
University of Puerto Rico Rev., “P”, NATL, 5%, 6/01/2025      70,000       71,686  
    

 

 

 
             $ 32,292,944  
Rhode Island - 0.1%                 
Rhode Island Student Loan Authority, Student Loan Rev., “A”, 3.5%, 12/01/2034    $ 240,000     $ 252,331  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
South Carolina - 2.0%                 
Richland County, SC, Environmental Improvement Rev. (International Paper), “A”, 3.875%, 4/01/2023    $ 905,000     $ 966,522  
South Carolina Jobs & Economic Development Authority, Health Facilities Rev. (Lutheran Homes of South Carolina, Inc.), 5.125%, 5/01/2048      105,000       109,160  
South Carolina Jobs & Economic Development Authority, Health Facilities Rev. (Lutheran Homes of South Carolina, Inc.), “B”, 5%, 5/01/2037      75,000       81,039  
South Carolina Jobs & Economic Development Authority, Hospital Rev. (Hampton Regional Medical Center Project), 4%, 11/01/2029      160,000       170,290  
South Carolina Jobs & Economic Development Authority, Hospital Rev. (Hampton Regional Medical Center Project), 5%, 11/01/2033      170,000       189,089  
South Carolina Jobs & Economic Development Authority, Hospital Rev. (Hampton Regional Medical Center Project), 5%, 11/01/2037      120,000       132,456  
South Carolina Jobs & Economic Development Authority, Hospital Rev. (Hampton Regional Medical Center Project), 5%, 11/01/2042      300,000       329,052  
South Carolina Jobs & Economic Development Authority, Hospital Rev. (Hampton Regional Medical Center Project), 5%, 11/01/2046      165,000       180,670  
South Carolina Jobs & Economic Development Authority, Hospital Rev. (Prisma Health Obligated Group), “A”, 5%, 5/01/2048      770,000       897,882  
South Carolina Jobs & Economic Development Authority, Residential Care Facilities Rev. (South Carolina Episcopal Home at Still Hopes), 5%, 4/01/2047      240,000       260,328  
South Carolina Jobs & Economic Development Authority, Residential Care Facilities Rev. (South Carolina Episcopal Home at Still Hopes), 5%, 4/01/2052      225,000       243,479  
South Carolina Public Service Authority Rev., “A”, 5.125%, 12/01/2043      525,000       585,952  
South Carolina Public Service Authority Rev., “B”, 5.125%, 12/01/2043      1,300,000       1,450,930  
Spartanburg County, SC, Regional Health Services District Hospital Rev., “A”, 5%, 4/15/2048      490,000       566,631  
    

 

 

 
             $ 6,163,480  
Tennessee - 6.2%                 
Chattanooga, TN, Health, Educational & Housing Facility Board Rev. (Catholic Health Initiatives), “A”, 5.25%, 1/01/2045    $ 1,710,000     $ 1,916,619  
Chattanooga, TN, Health, Educational & Housing Facility Board Rev. (CommonSpirit Health), “A-1”, 4%, 8/01/2044      60,000       64,900  
Chattanooga, TN, Health, Educational & Housing Facility Board Rev. (CommonSpirit Health), “A-2”, 5%, 8/01/2044      45,000       53,199  
Chattanooga, TN, Health, Educational & Housing Facility Board Rev. (CommonSpirit Health), “A-2”, 5%, 8/01/2049      20,000       23,562  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Tennessee - continued                 
Johnson City, TN, Health & Educational Facilities Board, Hospital Rev. (Mountain States Health Alliance), 6%, 7/01/2038 (Prerefunded 7/01/2020)    $ 365,000     $ 376,446  
Knox County, TN, Health, Educational & Housing Facility Board Rev. (University Health Systems, Inc.), 5%, 4/01/2030      85,000       100,248  
Knox County, TN, Health, Educational & Housing Facility Board Rev. (University Health Systems, Inc.), 5%, 4/01/2031      100,000       117,721  
Knox County, TN, Health, Educational & Housing Facility Board Rev. (University Health Systems, Inc.), 5%, 4/01/2036      65,000       75,347  
Metropolitan Government of Nashville & Davidson County, TN, Health & Educational Facilities Board Rev. (Trousdale Foundation Properties), “A”, 6.25%, 4/01/2049      850,000       950,615  
Metropolitan Government of Nashville & Davidson County, TN, Health & Educational Facilities Board Rev. (Vanderbilt University Medical Center), “A”, 5%, 7/01/2035      395,000       464,390  
Metropolitan Government of Nashville & Davidson County, TN, Health & Educational Facilities Board Rev., Refunding & Improvement (Trevecca Nazarene University Project), 5%, 10/01/2034      15,000       17,860  
Metropolitan Government of Nashville & Davidson County, TN, Health & Educational Facilities Board Rev., Refunding & Improvement (Trevecca Nazarene University Project), 5%, 10/01/2039      25,000       29,309  
Rutherford County, TN, Health & Educational Facilities Board Rev. (Ascension Health), 5%, 11/15/2040 (u)      12,500,000       12,514,624  
Tennessee Energy Acquisition Corp., Gas Rev., “A”, 5.25%, 9/01/2022      510,000       559,302  
Tennessee Energy Acquisition Corp., Gas Rev., “A”, 5.25%, 9/01/2026      905,000       1,083,176  
Tennessee Energy Acquisition Corp., Gas Rev., “C”,
5%, 2/01/2025
     450,000       517,968  
    

 

 

 
             $ 18,865,286  
Texas - 7.2%                 
Arlington, TX, Higher Education Finance Corp. Education Rev. (Newman International Academy), “A”, 5.375%, 8/15/2036    $ 90,000     $ 95,523  
Arlington, TX, Higher Education Finance Corp. Education Rev. (Newman International Academy), “A”, 5.5%, 8/15/2046      385,000       407,026  
Arlington, TX, Higher Education Finance Corp. Education Rev. (UME Preparatory Academy), “A”, 5%, 8/15/2038      95,000       100,317  
Arlington, TX, Higher Education Finance Corp. Education Rev. (UME Preparatory Academy), “A”, 5%, 8/15/2048      150,000       156,468  
Arlington, TX, Higher Education Finance Corp. Education Rev. (UME Preparatory Academy), “A”, 5%, 8/15/2053      155,000       161,164  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, 5%, 1/01/2029      65,000       76,398  

 

55


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, 5%, 1/01/2031    $ 105,000     $ 122,802  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, 5%, 1/01/2034      20,000       22,781  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “B”, 5%, 1/01/2026      45,000       51,948  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “B”, 5%, 1/01/2028      35,000       40,523  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “B”, 5%, 1/01/2030      50,000       57,512  
Central Texas Regional Mobility Authority Senior Lien Rev., “A”, 5%, 1/01/2045      175,000       197,430  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 6%, 8/15/2033      170,000       195,320  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 5.75%, 8/15/2041 (Prerefunded 8/15/2021)      130,000       140,098  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 5%, 8/15/2042      915,000       974,164  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 6%, 8/15/2043      275,000       311,861  
Clifton, TX, Higher Education Finance Corp. Rev. (Uplift Education), “A”, 6.125%, 12/01/2040 (Prerefunded 12/01/2020)      570,000       599,446  
Clifton, TX, Higher Education Finance Corp. Rev. (Uplift Education), “A”, 6.25%, 12/01/2045 (Prerefunded 12/01/2020)      350,000       368,546  
Dallas and Fort Worth, TX, International Airport Rev., “B”, 5%, 11/01/2044      720,000       790,510  
Decatur, TX, Hospital Authority Rev. (Wise Regional Health System), “A”, 5.25%, 9/01/2044      245,000       269,042  
Gulf Coast, TX, Industrial Development Authority Rev. (CITGO Petroleum Corp.), 4.875%, 5/01/2025      405,000       413,286  
Harris County, TX, Cultural Education Facilities Finance Corp., Hospital Rev. (Texas Children’s Hospital), “A”, 4%, 10/01/2035      170,000       195,097  
Harris County, TX, Cultural Education Facilities Finance Corp., Hospital Rev. (Texas Children’s Hospital), “A”, 4%, 10/01/2036      300,000       343,254  
Harris County, TX, Cultural Education Facilities Finance Corp., Hospital Rev. (Texas Children’s Hospital), “A”, 4%, 10/01/2037      405,000       461,380  
Harris County, TX, Cultural Education Facilities Finance Corp., Hospital Rev. (Texas Children’s Hospital), “A”, 4%, 10/01/2038      340,000       386,233  
Harris County-Houston, TX, Sports Authority Rev., “C”, 5%, 11/15/2031      205,000       233,122  
Harris County-Houston, TX, Sports Authority Rev., “C”, 5%, 11/15/2032      30,000       34,078  
Harris County-Houston, TX, Sports Authority Rev., “C”, 5%, 11/15/2033      75,000       85,043  

 

56


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Harris County-Houston, TX, Sports Authority Rev., Capital Appreciation, “A”, AGM, 0%, 11/15/2038    $ 1,205,000     $ 573,339  
Harris County-Houston, TX, Sports Authority Rev., Capital Appreciation, “A”, AGM, 0%, 11/15/2041      125,000       57,425  
Harris County-Houston, TX, Sports Authority Rev., Capital Appreciation, “A”, AGM, 0%, 11/15/2046      315,000       111,564  
Houston, TX, Airport System Rev., Special Facilities Rev. (Continental Airlines, Inc.), 6.625%, 7/15/2038      470,000       502,656  
Houston, TX, Airport System Rev., Special Facilities Rev. (United Airlines, Inc. Terminal E Project), 4.5%, 7/01/2020      325,000       330,882  
Houston, TX, Airport System Rev., Special Facilities Rev. (United Airlines, Inc. Terminal E Project), 4.75%, 7/01/2024      700,000       761,215  
Houston, TX, Airport System Rev., Special Facilities Rev. (United Airlines, Inc. Terminal E Project), 5%, 7/01/2029      1,455,000       1,625,351  
Houston, TX, Airport System Rev., Subordinate Lien, “A”, 5%, 7/01/2031      250,000       271,460  
Houston, TX, Industrial Development Corp. (United Parcel Service, Inc.), 6%, 3/01/2023      90,000       90,239  
Irving, TX, Hospital Authority Rev. (Baylor Scott & White Medical Center-Irving), “A”, 5%, 10/15/2044      145,000       163,786  
Mission, TX, Economic Development Corp. (NatGasoline Project), 4.625%, 10/01/2031      355,000       384,767  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - Langford Project), “A”, 5%, 11/15/2026      25,000       26,671  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - Langford Project), “A”, 5.375%, 11/15/2036      40,000       42,910  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - Langford Project), “A”, 5.5%, 11/15/2046      80,000       85,122  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - Langford Project), “A”, 5.5%, 11/15/2052      90,000       95,316  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “A-1”, 5%, 7/01/2031      30,000       33,983  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “A-1”, 4%, 7/01/2036      135,000       139,378  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “A-1”, 5%, 7/01/2046      275,000       302,555  

 

57


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “A-1”, 5%, 7/01/2051    $ 345,000     $ 377,413  
New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Rev. (CHF - Collegiate Housing Stephenville III LLC - Tarleton State University Project), 5%, 4/01/2030      50,000       55,385  
New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Rev. (CHF - Collegiate Housing Stephenville III LLC - Tarleton State University Project), 5%, 4/01/2035      45,000       49,335  
New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Rev. (CHF - Collegiate Housing Stephenville III LLC - Tarleton State University Project), 5%, 4/01/2047      120,000       129,660  
Newark, TX, Higher Education Finance Corp. Rev. (A+ Charter Schools, Inc.), “A”, 5.5%, 8/15/2035      175,000       199,064  
Newark, TX, Higher Education Finance Corp. Rev. (A+ Charter Schools, Inc.), “A”, 5.75%, 8/15/2045      225,000       254,880  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), 5%, 6/15/2033      10,000       10,361  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), 5%, 6/15/2038      25,000       25,764  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), 5%, 6/15/2048      80,000       82,003  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5%, 6/15/2032      45,000       46,682  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5%, 6/15/2037      50,000       51,578  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5%, 6/15/2042      65,000       66,741  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5.25%, 6/15/2048      125,000       128,899  
North Texas Education Finance Corp., Education Rev. (Uplift Education), “A”, 5.125%, 12/01/2042      275,000       301,771  
Red River, TX, Education Finance Corp., Higher Education Rev. (Houston Baptist University Project), 5.5%, 10/01/2046      445,000       507,215  
Red River, TX, Health Facilities Development Corp., Retirement Facilities Rev. (MRC Crossings Project), “A”, 7.5%, 11/15/2034      195,000       230,295  
Red River, TX, Health Facilities Development Corp., Retirement Facilities Rev. (MRC Crossings Project), “A”, 7.75%, 11/15/2044      360,000       424,912  
Red River, TX, Health Facilities Development Corp., Retirement Facilities Rev. (MRC Crossings Project), “A”, 8%, 11/15/2049      265,000       315,122  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Barton Creek Senior Living Center, Inc., Querencia Project), 5%, 11/15/2030      160,000       174,214  

 

58


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Barton Creek Senior Living Center, Inc., Querencia Project), 5%, 11/15/2035    $ 200,000     $ 215,504  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Barton Creek Senior Living Center, Inc., Querencia Project), 5%, 11/15/2040      215,000       229,502  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Buckner Senior Living - Ventana Project), “B-3”, 3.875%, 11/15/2022      75,000       75,043  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Northwest Senior Housing Corp. Edgemere Project), 5.25%, 11/15/2047      200,000       212,506  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Northwest Senior Housing Corp. Edgemere Project), “A”, 5%, 11/15/2045      225,000       233,892  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Northwest Senior Housing Corp. Edgemere Project), “B”, 5%, 11/15/2036      1,110,000       1,169,551  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Stayton at Museum Way), 8.25%, 11/15/2044 (d)(q)      1,500,000       1,425,000  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Trinity Terrace Project), “A-1”, 5%, 10/01/2044      110,000       119,299  
Texas Gas Acquisition & Supply Corp. III., Gas Supply Rev., 5%, 12/15/2031      240,000       260,530  
Texas Private Activity Surface Transportation Corp., Senior Lien Rev. (NTE Mobility Partners Segments 3 LLC Segments 3A & 3B Facility), 7%, 12/31/2038      280,000       328,247  
Texas Private Activity Surface Transportation Corp., Senior Lien Rev. (NTE Mobility Partners Segments 3 LLC Segments 3A & 3B Facility), 6.75%, 6/30/2043      225,000       260,824  
Texas Transportation Commission, State Highway 249 System Rev., “A”, 5%, 8/01/2057      470,000       549,073  
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2037      50,000       25,386  
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2038      40,000       19,182  
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2039      45,000       20,427  
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2040      45,000       19,273  
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2041      85,000       34,384  

 

59


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2042    $ 115,000     $ 43,981  
Texas Transportation Commission, State Highway 249 System Rev., Capital Appreciation, “A”, 0%, 8/01/2043      95,000       34,392  
Travis County, TX, Health Facilities Development Corp. Rev. (Westminster Manor Health), 7%, 11/01/2030 (Prerefunded 11/01/2020)      195,000       205,877  
Travis County, TX, Health Facilities Development Corp. Rev. (Westminster Manor Health), 7.125%, 11/01/2040 (Prerefunded 11/01/2020)      370,000       391,090  
Travis County, TX, Health Facilities Development Corp. Rev. (Westminster Manor Health), Unrefunded Balance, 7%, 11/01/2030      15,000       15,353  
    

 

 

 
             $ 22,208,601  
Utah - 0.8%                 
Salt Lake City, UT, Hospital Authority Rev. (Intermountain Health Care), ETM, AAC, 11.147%, 5/15/2020 (p)    $ 100,000     $ 103,066  
Salt Lake City, UT, Salt Lake City International Airport Rev., “A”, 5%, 7/01/2043      770,000       916,693  
Utah Charter School Finance Authority, Charter School Rev. (Da Vinci Academy of Science & Arts), 4%, 4/15/2047      475,000       502,954  
Utah Charter School Finance Authority, Charter School Rev. (Reagan Academy Project), 5%, 2/15/2036      100,000       106,989  
Utah Charter School Finance Authority, Charter School Rev. (Reagan Academy Project), 5%, 2/15/2046      150,000       158,079  
Utah Charter School Finance Authority, Charter School Rev. (Spectrum Academy Project), 5%, 4/15/2030      105,000       105,703  
Utah Charter School Finance Authority, Charter School Rev. (Spectrum Academy Project), 6%, 4/15/2045      180,000       181,588  
Utah County, UT, Charter School Rev. (Renaissance Academy), “A”, 5.625%, 7/15/2037      470,000       470,460  
    

 

 

 
             $ 2,545,532  
Vermont - 0.2%                 
Burlington, VT, Airport Rev., “A”, 4%, 7/01/2028    $ 235,000     $ 247,685  
Vermont Economic Development Authority, Solid Waste Disposal Rev. (Casella Waste Systems, Inc.), 4.625%, 4/01/2036 (Put Date 4/03/2028)      120,000       136,121  
Vermont Student Assistance Corp., Education Loan Rev., “A”,
3.75%, 6/15/2030
     145,000       153,686  
Vermont Student Assistance Corp., Education Loan Rev., “B”, 4.375%, 6/15/2046      150,000       158,232  
    

 

 

 
             $ 695,724  

 

60


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Virginia - 1.2%                 
Embrey Mill Community Development Authority, VA, Special Assessment Rev., 7.25%, 3/01/2043    $ 790,000     $ 853,793  
James City County, VA, Economic Development Authority, Residential Care Facilities Rev. (Virginia United Methodist Homes of Williamsburg), “A”, 2%, 10/01/2048      196,784       17,219  
Peninsula Town Center Community Development Authority, VA, Special Obligation Refunding, 5%, 9/01/2037      115,000       129,047  
Peninsula Town Center Community Development Authority, VA, Special Obligation Refunding, 4.5%, 9/01/2045      300,000       321,777  
Peninsula Town Center Community Development Authority, VA, Special Obligation Refunding, 5%, 9/01/2045      110,000       121,730  
Virginia Small Business Financing Authority Rev. (Elizabeth River Crossings Opco LLC Project), 6%, 1/01/2037      630,000       697,668  
Virginia Small Business Financing Authority Rev. (Elizabeth River Crossings Opco LLC Project), 5.5%, 1/01/2042      1,225,000       1,333,094  
Virginia Small Business Financing Authority Rev., Solid Waste Disposal (Covanta Project), 5%, 1/01/2048 (Put Date 7/01/2038)      100,000       106,199  
West Point, VA, Industrial Development Authority, Solid Waste Disposal Rev. (Chesapeake Corp.), 6.25%, 3/01/2019 (a)(d)      1,798,696       180  
West Point, VA, Industrial Development Authority, Solid Waste Disposal Rev. (Chesapeake Corp.), “A”, 6.375%, 3/01/2019 (a)(d)      673,309       67  
    

 

 

 
             $ 3,580,774  
Washington - 1.1%                 
Grays Harbor County, WA, Public Hospital District No. 2, Limited Tax General Obligation Refunding, 5%, 12/15/2033    $ 225,000     $ 253,793  
Grays Harbor County, WA, Public Hospital District No. 2, Limited Tax General Obligation Refunding, 5%, 12/15/2038      290,000       322,181  
Grays Harbor County, WA, Public Hospital District No. 2, Limited Tax General Obligation Refunding, 5%, 12/15/2048      560,000       610,456  
Kalispel Tribe Indians, WA, Priority District Rev., “A”, 5%, 1/01/2032 (n)      190,000       212,354  
Kalispel Tribe Indians, WA, Priority District Rev., “A”, 5.25%, 1/01/2038 (n)      210,000       232,730  
Kalispel Tribe Indians, WA, Priority District Rev., “B”, 5.25%, 1/01/2038 (n)      100,000       110,824  
Seattle, WA, Port Rev., 4%, 4/01/2044      165,000       181,561  
Washington Health Care Facilities Authority Rev. (Virginia Mason Medical Center), 5%, 8/15/2035      185,000       213,854  
Washington Health Care Facilities Authority Rev. (Virginia Mason Medical Center), 5%, 8/15/2037      180,000       206,896  
Washington Housing Finance Commission Nonprofit Housing Refunding Rev. (Hearthstone Project), “A”, 5%, 7/01/2048      160,000       170,038  

 

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Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Washington - continued                 
Washington Housing Finance Commission Nonprofit Housing Refunding Rev. (Hearthstone Project), “A”, 5%, 7/01/2053    $ 125,000     $ 132,469  
Washington Housing Finance Commission Nonprofit Housing Refunding Rev. (Judson Park Project), 5%, 7/01/2048      100,000       107,776  
Washington Housing Finance Commission Nonprofit Housing Rev. (Presbyterian Retirement Communities Northwest Projects), “A”, 5%, 1/01/2036      140,000       156,687  
Washington Housing Finance Commission Nonprofit Housing Rev. (Presbyterian Retirement Communities Northwest Projects), “A”, 5%, 1/01/2046      225,000       248,609  
Washington Housing Finance Commission Nonprofit Housing Rev. (Presbyterian Retirement Communities Northwest Projects), “A”, 5%, 1/01/2051      260,000       286,627  
    

 

 

 
             $ 3,446,855  
West Virginia - 0.5%                 
Monongalia County, WV, Building Commission Improvement Rev. (Monongalia Health System Obligated Group), 5%, 7/01/2029    $ 75,000     $ 83,983  
Monongalia County, WV, Building Commission Improvement Rev. (Monongalia Health System Obligated Group), 5%, 7/01/2030      150,000       167,352  
West Virginia Hospital Finance Authority Hospital Rev. (Cabell Huntington Hospital Obligated Group), “A”, 5%, 1/01/2043      605,000       710,088  
West Virginia Hospital Finance Authority Hospital Rev. (Thomas Health System), 6.5%, 10/01/2038 (a)(d)      905,000       529,425  
    

 

 

 
             $ 1,490,848  
Wisconsin - 5.5%                 
Public Finance Authority Student Housing Rev. (Beyond Boone LLC - Appalachian State University Project), “A”, AGM, 5%, 7/01/2044    $ 40,000     $ 46,945  
Public Finance Authority Student Housing Rev. (Beyond Boone LLC - Appalachian State University Project), “A”, AGM, 5%, 7/01/2054      55,000       63,972  
Public Finance Authority Student Housing Rev. (Beyond Boone LLC - Appalachian State University Project), “A”, AGM, 5%, 7/01/2058      65,000       73,788  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2027      220,000       243,476  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2032      205,000       223,819  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2037      110,000       118,784  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2039      110,000       118,382  
Wisconsin Health & Educational Facilities Authority Rev. (Aspirusm, Inc. Obligated Group), 4%, 8/15/2048      2,000,000       2,168,960  

 

62


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Wisconsin - continued                 
Wisconsin Health & Educational Facilities Authority Rev. (Aurora Health Care, Inc.), “A”, 5%, 7/15/2026 (Prerefunded 7/15/2021)    $ 320,000     $ 340,531  
Wisconsin Health & Educational Facilities Authority Rev. (Aurora Health Care, Inc.), “A”, 5%, 7/15/2028 (Prerefunded 7/15/2021)      95,000       101,095  
Wisconsin Health & Educational Facilities Authority Rev. (Marshfield Clinic Health System, Inc.), “C”, 5%, 2/15/2047      235,000       267,193  
Wisconsin Health & Educational Facilities Authority Rev. (St. John’s Community, Inc.), “A”, 5%, 9/15/2040      45,000       47,368  
Wisconsin Health & Educational Facilities Authority Rev. (St. John’s Community, Inc.), “A”, 5%, 9/15/2045      60,000       62,936  
Wisconsin Health & Educational Facilities Authority Rev. (St. John’s Community, Inc.), “A”, 5%, 9/15/2050      240,000       251,304  
Wisconsin Public Finance Authority Education Rev. (Mountain Island Charter School), 5%, 7/01/2037      75,000       81,752  
Wisconsin Public Finance Authority Education Rev. (Mountain Island Charter School), 5%, 7/01/2047      110,000       118,647  
Wisconsin Public Finance Authority Educational Facilities Rev. (Community School of Davidson Project), 5%, 10/01/2033      50,000       54,379  
Wisconsin Public Finance Authority Educational Facilities Rev. (Community School of Davidson Project), 5%, 10/01/2048      250,000       266,257  
Wisconsin Public Finance Authority Healthcare Facility Rev. (Church Home of Hartford, Inc. Project), “A”, 4%, 9/01/2020      25,000       25,291  
Wisconsin Public Finance Authority Healthcare Facility Rev. (Church Home of Hartford, Inc. Project), “A”, 5%, 9/01/2025      65,000       72,820  
Wisconsin Public Finance Authority Healthcare Facility Rev. (Church Home of Hartford, Inc. Project), “A”, 5%, 9/01/2030      155,000       168,677  
Wisconsin Public Finance Authority Healthcare Facility Rev. (Church Home of Hartford, Inc. Project), “A”, 5%, 9/01/2038      150,000       161,004  
Wisconsin Public Finance Authority Higher Education Facilities Rev. (Gannon University Project), 5%, 5/01/2047      100,000       111,767  
Wisconsin Public Finance Authority Hospital Rev. (WakeMed), “A”, 4%, 10/01/2049      1,995,000       2,157,213  
Wisconsin Public Finance Authority Limited Obligation Grant Rev. (American Dream at Meadowlands Project), “A”, 6.25%, 8/01/2027      1,315,000       1,498,022  
Wisconsin Public Finance Authority Limited Obligation PILOT Rev. (American Dream at Meadowlands Project), 6.5%, 12/01/2037      865,000       1,034,038  
Wisconsin Public Finance Authority Limited Obligation PILOT Rev. (American Dream at Meadowlands Project), 7%, 12/01/2050      510,000       610,006  
Wisconsin Public Finance Authority Rev. (Celanese Corp.), “B”, 5%, 12/01/2025      325,000       373,090  
Wisconsin Public Finance Authority Rev. (Roseman University of Health Sciences Project), 5.75%, 4/01/2035      355,000       397,934  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2037      90,000       101,627  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Wisconsin - continued                 
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2042    $ 55,000     $ 61,566  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2047      290,000       323,524  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2052      90,000       100,161  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 5.125%, 11/15/2029      260,000       282,578  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 5.5%, 11/15/2034      240,000       262,656  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 5.75%, 11/15/2044      225,000       245,344  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 6%, 11/15/2049      265,000       291,336  
Wisconsin Public Finance Authority Student Housing Rev. (Western Carolina University Project), 5.25%, 7/01/2047      345,000       378,510  
Wisconsin Public Finance Authority, Airport Facilities Rev. (Transportation Infrastructure Properties LLC), “B”, 5%, 7/01/2022      135,000       141,658  
Wisconsin Public Finance Authority, Airport Facilities Rev. (Transportation Infrastructure Properties LLC), “B”, 5.25%, 7/01/2028      560,000       609,347  
Wisconsin Public Finance Authority, Airport Facilities Rev. (Transportation Infrastructure Properties LLC), “B”, 5%, 7/01/2042      2,560,000       2,727,552  
    

 

 

 
             $ 16,785,309  
Total Municipal Bonds (Identified Cost, $397,175,488)            $ 419,108,935  
Trust Units - 0.0%                 
Puerto Rico - 0.0%                 
COFINA Series 2007A Senior Bonds Due 2041 National Custodial Trust (tax-exempt), 8/01/2041      1,968     $ 93  
COFINA Series 2007A Senior Bonds Due 2042 National Custodial Trust (taxable), 8/01/2042      115,697       15,619  
COFINA Series 2007A Senior Bonds Due 2042 National Custodial Trust (tax-exempt), 8/01/2042      519,488       24,676  
COFINA Series 2007A Senior Bonds Due 2043 National Custodial Trust (tax-exempt), 8/01/2043      168,140       7,987  
COFINA Series 2007A Senior Bonds Due 2044 National Custodial Trust (tax-exempt), 8/01/2044      504,420       23,960  
COFINA Series 2007A Senior Bonds Due 2045 National Custodial Trust (taxable), 8/01/2045      18,574       2,508  
COFINA Series 2007A Senior Bonds Due 2045 National Custodial Trust (tax-exempt), 8/01/2045      56,407       2,679  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Trust Units - continued                 
Puerto Rico - continued                 
COFINA Series 2007A Senior Bonds Due 2046 National Custodial Trust (taxable), 8/01/2046      294,917     $ 39,814  
COFINA Series 2007A Senior Bonds Due 2046 National Custodial Trust (tax-exempt), 8/01/2046      1,063,324       50,508  
Total Trust Units (Identified Cost, $899,243)            $ 167,844  
Investment Companies (h) - 0.3%                 
Money Market Funds - 0.3%                 
MFS Institutional Money Market Portfolio, 1.89% (v)
(Identified Cost, $917,228)
     917,254     $ 917,345  
Other Assets, Less Liabilities - 0.1%              207,601  
Variable Rate Municipal Term Preferred Shares (VMTPS), at liquidation value (issued by the fund) - (37.1)%

 

    (113,750,000
Net assets applicable to common shares - 100.0%            $ 306,651,725  

 

(a)

Non-income producing security.

(d)

In default.

(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 $917,345 and $419,276,779, respectively.

(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 $2,859,440, representing 0.9% of net assets applicable to common shares.

(p)

Primary market inverse floater.

(q)

Interest received was less than stated coupon rate.

(u)

Underlying security deposited into special purpose trust upon creation of self-deposited inverse floaters.

(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.

(w)

When-issued security.

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

 

AAC   Ambac Assurance Corp.
AGM   Assured Guaranty Municipal
ASSD GTY   Assured Guaranty Insurance Co.
BAM   Build America Mutual
CALHF   California Health Facility Construction Loan Insurance Program
COP   Certificate of Participation
ETM   Escrowed to Maturity
NATL   National Public Finance Guarantee Corp.
SYNCORA   Syncora Guarantee Inc.

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/19

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, $398,074,731)

     $419,276,779  

Investments in affiliated issuers, at value (identified cost, $917,228)

     917,345  

Receivables for

  

Investments sold

     1,400,000  

Interest

     6,439,667  

Receivable from investment adviser

     2,463  

Other assets

     6,702  

Total assets

     $428,042,956  
Liabilities         

Payables for

  

Distributions on common shares

     $61,859  

Investments purchased on an extended settlement basis

     891,542  

Interest expense and fees

     303,922  

Payable to the holders of the floating rate certificates

     6,249,937  

Payable to affiliates

  

Administrative services fee

     346  

Transfer agent and dividend disbursing costs

     1,919  

Payable for independent Trustees’ compensation

     8,083  

Accrued expenses and other liabilities

     123,623  

VMTPS, at liquidation value

     113,750,000  

Total liabilities

     $121,391,231  

Net assets applicable to common shares

     $306,651,725  
Net assets consist of         

Paid-in capital - common shares

     $280,445,263  

Total distributable earnings (loss)

     26,206,462  

Net assets applicable to common shares

     $306,651,725  

VMTPS, at liquidation value (4,550 shares issued and outstanding at $25,000 per share)

     113,750,000  

Net assets including preferred shares

     $420,401,725  

Common shares of beneficial interest issued and outstanding

     41,187,631  

Net asset value per common share (net assets of $306,651,725 / 41,187,631 shares of beneficial interest outstanding)

     $7.45  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 10/31/19

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

 

Net investment income (loss)         

Income

  

Interest

     $20,543,871  

Dividends from affiliated issuers

     71,786  

Other

     62  

Total investment income

     $20,615,719  

Expenses

  

Management fee

     $2,892,224  

Transfer agent and dividend disbursing costs

     40,196  

Administrative services fee

     66,092  

Independent Trustees’ compensation

     39,414  

Stock exchange fee

     40,104  

Custodian fee

     19,191  

Shareholder communications

     36,735  

Audit and tax fees

     82,599  

Legal fees

     31,767  

Interest expense and fees

     3,277,961  

Miscellaneous

     94,208  

Total expenses

     $6,620,491  

Reduction of expenses by investment adviser

     (189,438

Net expenses

     $6,431,053  

Net investment income (loss)

     $14,184,666  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $2,624,161  

Affiliated issuers

     1,978  

Futures contracts

     (726,263

Net realized gain (loss)

     $1,899,876  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $13,597,142  

Affiliated issuers

     109  

Futures contracts

     (303,633

Net unrealized gain (loss)

     $13,293,618  

Net realized and unrealized gain (loss)

     $15,193,494  

Change in net assets from operations

     $29,378,160  

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  
     10/31/19      10/31/18  
Change in net assets              
From operations                  

Net investment income (loss)

     $14,184,666        $15,337,740  

Net realized gain (loss)

     1,899,876        118,908  

Net unrealized gain (loss)

     13,293,618        (12,222,558

Change in net assets from operations

     $29,378,160        $3,234,090  

Distributions to common shareholders

     $(13,921,420      $(15,115,861

Total change in net assets

     $15,456,740        $(11,881,771
Net assets applicable to common shares                  

At beginning of period

     291,194,985        303,076,756  

At end of period

     $306,651,725        $291,194,985  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 10/31/19

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

 

Cash flows from operating activities:         

Change in net assets from operations

     $29,378,160  
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (81,952,223

Proceeds from disposition of investment securities

     82,182,469  

Proceeds from disposition of short-term investments, net

     417,406  

Realized gain/loss on investments

     (2,624,161

Unrealized appreciation/depreciation on investments

     (13,597,251

Net amortization/accretion of income

     (317,372

Decrease in interest receivable

     294,283  

Increase in accrued expenses and other liabilities

     1,701  

Increase in receivable from investment adviser

     (2,463

Decrease in receivable for daily variation margin on open futures contracts

     41,412  

Increase in other assets

     (3

Decrease in payable for interest expense and fees

     (20,215

Net cash provided by operating activities

     $13,801,743  
Cash flows from financing activities:         

Cash distributions paid on common shares

     (13,923,643

Net decrease in cash and restricted cash (a)

     $(121,900
Cash and restricted cash:         

Beginning of period

     $121,900  

End of period

     $—  

 

(a)

See Note 2 for more information on presentational changes to the Statement of Cash Flows that were effective with the beginning of the current reporting period.

Supplemental disclosure of cash flow information:

Cash paid during the year ended October 31, 2019 for interest was $3,298,176.

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.

 

Common Shares   Year ended  
    10/31/19     10/31/18     10/31/17     10/31/16     10/31/15  

Net asset value, beginning of period

    $7.07       $7.36       $7.53       $7.35       $7.34  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.34       $0.37       $0.39 (c)      $0.41       $0.42  

Net realized and unrealized gain (loss)

    0.38       (0.29     (0.18     0.15       (0.02

Distributions declared to shareholders of
auction rate preferred shares

                      (0.00 )(w)      (0.00 )(w) 

Total from investment operations

    $0.72       $0.08       $0.21       $0.56       $0.40  
Less distributions declared to common shareholders

 

                       

From net investment income

    $(0.34     $(0.37     $(0.38     $(0.38     $(0.39

Net asset value, end of period (x)

    $7.45       $7.07       $7.36       $7.53       $7.35  

Market value, end of period

    $7.01       $6.05       $6.96       $6.88       $6.53  

Total return at market value (%) (p)

    21.64       (8.15     6.85       11.08       6.15  

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

    10.70       1.50       3.24 (c)      8.02       6.30  
Ratios (%) (to average net assets
applicable to common shares) and
Supplemental data:

 

                       

Expenses before expense reductions (f)(p)

    2.21       2.15       1.88 (c)      1.71       1.65  

Expenses after expense reductions (f)(p)

    2.14       2.08       1.86 (c)      N/A       N/A  

Net investment income (loss) (p)

    4.73       5.13       5.37 (c)      5.38       5.69  

Portfolio turnover

    18       17       16       14       15  

Net assets at end of period (000 omitted)

    $306,652       $291,195       $303,077       $310,150       $302,736  
Supplemental Ratios (%):

 

                       

Ratio of expenses to average net assets
applicable to common shares after
expense reductions and excluding
interest expense and fees (f)(l)(p)

    1.05       1.06       1.09 (c)      1.15       1.17  

Ratio of expenses to average net assets
applicable to common and preferred
shares after expense reductions and
excluding interest expense and
fees (f)(l)(p)

    0.76       0.77       0.79 (c)      0.84       0.85  

Net investment income available to
common shares

    4.73       5.13       5.37 (c)      5.37       5.68  

 

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Financial Highlights – continued

 

    Year ended  
    10/31/19     10/31/18      10/31/17      10/31/16     10/31/15  
Senior Securities:                                          

ARPS

                              291  

VMTPS

    4,550       4,550        4,550        4,550       4,259  

Total preferred shares outstanding

    4,550       4,550        4,550        4,550       4,550  

Asset coverage per preferred share (k)

    $92,396       $88,999        $91,599        $93,146       $91,535  

Involuntary liquidation preference per
preferred share (m)

    $25,000       $25,000        $25,000        $25,000       $25,000  

Average market value per preferred
share (m)(u)

    $25,000       $25,000        $25,000        $25,000       $25,000  

 

(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 liquidation preference of preferred shares) from the fund’s total assets and dividing this number by the total number of preferred shares outstanding.

(l)

Interest expense and fees include payments made to the holders of the floating rate certificates, interest expense paid to shareholders of VMTPS, and amortization of VMTPS debt issuance costs, as applicable. For the year ended October 31, 2016, the expense ratio also excludes fees and expenses related to redemption of the fund’s auction rate preferred shares (“ARPS”). For periods prior to October 31, 2017, the expense ratio includes amortization of VMTPS debt issuance costs.

(m)

Amount excludes accrued unpaid distributions on preferred shares.

(p)

Ratio excludes dividend payments on ARPS, if applicable.

(r)

Certain expenses have been reduced without which performance would have been lower.

(s)

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

(u)

Average market value represents the approximate fair value of each of the fund’s preferred shares.

(w)

Per share amount was less than $0.01.

(x)

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

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Municipal 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 primarily in municipal instruments, which generally trade in the over-the-counter market. The value of municipal instruments can be affected by changes in their actual or perceived credit quality. The credit quality of, and the ability to pay principal and interest when due by, an issuer of a municipal instrument depends on the credit quality of the entity supporting the municipal instrument, how essential any services supported by the municipal instrument are, the sufficiency of any revenues or taxes that support the municipal instrument, and/or the willingness or ability of the appropriate government entity to approve any appropriations necessary to support the municipal instrument. Municipal instruments may be supported by insurance which typically guarantees the timely payment of all principal and interest due on the underlying municipal instrument. The value of a municipal instrument can be volatile and significantly affected by adverse tax changes or court rulings, legislative or political changes, changes in specific or general market and economic conditions in the region where the instrument is issued, and the financial condition of municipal issuers and of municipal instrument insurers of which there are a limited number. Also, because many municipal instruments are issued to finance similar projects, conditions in certain industries can significantly affect the fund and the overall municipal market. If the Internal Revenue Service determines an issuer of a municipal instrument has not complied with the applicable tax requirements, interest from the security could become taxable, the security could decline in value, and distributions made by the fund could be taxable to shareholders. 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.

 

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Table of Contents

Notes to Financial Statements – continued

 

In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash (“ASU 2016-18”), which is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The fund adopted ASU 2016-18 effective with the beginning of the current reporting period, which resulted in changes to the presentation of restricted cash in the fund’s Statement of Cash Flows and additional disclosures regarding the nature of the restrictions on cash and restricted cash.

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

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

Investment Valuations – 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. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. 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 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

 

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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 input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of October 31, 2019 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Municipal Bonds      $—        $419,276,779        $—        $419,276,779  
Mutual Funds      917,345                      917,345  
Total      $917,345        $419,276,779        $—        $420,194,124  

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

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 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

 

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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 futures contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. At October 31, 2019, the fund did not have any outstanding derivative instruments.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2019 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $(726,263

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2019 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $(303,633

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 support annex, the collateral requirements are netted across all transactions traded

 

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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.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate 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 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.

Inverse Floaters – The fund invests in municipal inverse floating rate securities which are structured by the issuer (known as primary market inverse floating rate securities) or by the fund utilizing the fund’s municipal bonds which have already been issued (known as self-deposited secondary market inverse floating rate securities) to have variable rates of interest which typically move in the opposite direction of short-term interest rates. A self-deposited secondary market inverse floating rate security is created when the fund transfers a fixed rate municipal bond to a special purpose trust (“the trust”), and causes the trust to (a) issue floating rate certificates to third parties, in an amount equal to a fraction of the par amount of the deposited bonds (these certificates usually pay tax-exempt interest at short-term interest rates that typically reset weekly; and the certificate holders typically, on seven days notice, have the option to tender their certificates to the trust or another party for redemption at par plus accrued interest), and (b) issue inverse floating rate certificates (sometimes referred to as “inverse floaters”) which are held by the fund. Such self-deposited inverse floaters held by the fund are accounted for as secured borrowings, with the municipal bonds reflected in the investments of the fund and amounts owed to the holders of the floating rate certificates under the provisions of the trust, which amounts are paid solely from the assets of the trust, reflected as liabilities of the fund in the Statement of

 

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Assets and Liabilities under the caption, “Payable to the holders of the floating rate certificates”. The carrying value of the fund’s payable to the holders of the floating rate certificates as reported in the fund’s Statement of Assets and Liabilities approximates its fair value. The value of the payable to the holders of the floating rate certificates as of the reporting date is considered level 2 under the fair value hierarchy disclosure. At October 31, 2019, the fund’s payable to the holders of the floating rate certificates was $6,249,937 and the weighted average interest rate on the settled floating rate certificates issued by the trust was 1.15%. For the year ended October 31, 2019, the average payable to the holders of the settled floating rate certificates was $6,251,141 at a weighted average interest rate of 1.61%. Interest expense and fees include interest payments made to the holders of certain floating rate certificates and associated fees, both of which are made from trust assets. Interest expense and fees are recorded as incurred. For the year ended October 31, 2019, interest expense and fees related to self-deposited inverse floaters amounted to $138,788 and are included in “Interest expense and fees” in the Statement of Operations. Primary market inverse floaters held by the fund are not accounted for as secured borrowings.

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:

 

     10/31/19  
Cash      $—  
Restricted cash       
Restricted cash included in deposits with brokers       
Total cash and restricted cash in the Statement of Cash Flows      $—  

The beginning of period cash and restricted cash balance in the Statement of Cash Flows is comprised of cash of $0, restricted cash of $0, and restricted cash included in deposits with brokers of $121,900.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S.

 

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generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

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

The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. When the fund sells securities on a when-issued, delayed delivery, or forward commitment basis, the fund typically owns or has the right to acquire securities equivalent in kind and amount to the delivered securities. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired or sold is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. When issued investments purchased and sold are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities prior to settlement date or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors.

Legal fees and other related expenses incurred to preserve and protect the value of a security owned are added to the cost of the security; other legal fees are expensed. Capital infusions made directly to the security issuer, which are generally non-recurring, incurred to protect or enhance the value of high-yield debt securities, are reported as additions to the cost basis of the security. Costs that are incurred to negotiate the terms or conditions of capital infusions or that are expected to result in a plan of reorganization are reported as realized losses. Ongoing costs incurred to protect or enhance an investment, or costs incurred to pursue other claims or legal actions, are expensed.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable and tax-exempt income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service

 

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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.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to defaulted bonds, expiration of capital loss carryforwards, amortization and accretion of debt securities, and non-deductible expenses that result from the treatment of VMTPS as equity for tax purposes.

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

 

     Year ended
10/31/19
     Year ended
10/31/18
 
Ordinary income (including any short-term capital gains)      $299,929        $325,696  
Tax-exempt income      16,758,160        17,658,745  
Total distributions      $17,058,089        $17,984,441  

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

 

As of 10/31/19       
Cost of investments      $389,960,018  
Gross appreciation      28,053,819  
Gross depreciation      (4,069,650
Net unrealized appreciation (depreciation)      $23,984,169  
Undistributed ordinary income      242,597  
Undistributed tax-exempt income      2,291,201  
Other temporary differences      (311,505

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.40% of the fund’s average weekly net assets (including the value of preferred shares) and 6.32% of gross income. Gross income is calculated based on tax elections that generally include the amortization of premium and exclude the accretion of discount, which may differ from investment income reported in the Statement of Operations. The management fee, from net assets and gross income, incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.70% of the fund’s average daily net assets (including the value of preferred shares).

 

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For the period from November 1, 2018 through July 31, 2019, the investment adviser had agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest expense on VMTPS, taxes, extraordinary expenses, brokerage and transaction costs, other interest expense, and investment-related expenses (including interest expense and fees associated with investments in inverse floating rate instruments), such that fund operating expenses did not exceed 0.77% annually of the fund’s average daily net assets (including the value of preferred shares). This written agreement terminated on July 31, 2019. For the period from November 1, 2018 through July 31, 2019, this reduction amounted to $137,075, which is included in the reduction of total expenses in the Statement of Operations.

Effective August 1, 2019, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest expense on VMTPS, taxes, extraordinary expenses, brokerage and transaction costs, other interest expense, and investment-related expenses (including interest expense and fees associated with investments in inverse floating rate instruments), such that fund operating expenses do not exceed 0.74% annually of the fund’s average daily net assets (including the value of preferred shares). This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until October 31, 2020. For the period from August 1, 2019 through October 31, 2019, this reduction amounted to $52,363, which is included in the reduction of total expenses in the Statement of Operations.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund’s common shares. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended October 31, 2019, these fees paid to MFSC amounted to $11,532.

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 (including the value of preferred shares). The administrative services fee incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.0160% of the fund’s average daily net assets (including the value of preferred shares).

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent

 

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Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $2,740 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2019. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $8,060 at October 31, 2019, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) had entered into a service agreement (the ISO Agreement) which provided for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino served as the ISO and was an officer of the funds and the sole member of Tarantino LLC. Effective June 30, 2019, Mr. Tarantino retired from his position as ISO for the funds, and the ISO Agreement was terminated. For the year ended October 31, 2019, the fee paid by the fund under this agreement was $461 and is included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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

(4) Portfolio Securities

For the year ended October 31, 2019, purchases and sales of investments, other than short-term obligations, aggregated $73,899,543 and $74,563,562, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The fund reserves the right to repurchase shares of beneficial interest of the fund subject to Trustee approval. During the years ended October 31, 2019 and October 31, 2018, the fund did not repurchase any shares. During the years ended October 31, 2019 and October 31, 2018 there were no transactions in fund shares.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended October 31, 2019, the fund’s commitment fee and interest expense were $1,799 and $0, respectively, and are included in “Interest expense and fees” in the Statement of Operations.

 

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(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
    $1,334,642       $68,120,512       $68,539,896       $1,978       $109       $917,345  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

          $71,786       $—  

(8) Preferred Shares

The fund has 4,550 shares issued and outstanding of VMTPS. The outstanding VMTPS are redeemable at the option of the fund in whole or in part at the liquidation preference of $25,000 per share, plus accumulated and unpaid dividends, but generally solely for the purpose of decreasing the leverage of the fund. The VMTPS are subject to a mandatory term redemption date of October 31, 2021, as extended, unless further extended through negotiation with the private holders of the VMTPS. There is no assurance that the term of the VMTPS will be extended or that the VMTPS will be replaced with any other preferred shares or other form of leverage upon the redemption of the VMTPS. Two months prior to the term redemption date of the VMTPS, the fund is required to begin to segregate liquid assets with the fund’s custodian to fund the redemption. Dividends on the VMTPS are cumulative and are reset weekly to a fixed spread against the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Index. During the year ended October 31, 2019, the VMTPS dividend rates ranged from 2.27% to 3.45%. For the year ended October 31, 2019, the average dividend rate was 2.70%.

In the fund’s Statement of Assets and Liabilities, the VMTPS aggregate liquidation preference is shown as a liability since they have a stated mandatory redemption date. Dividends paid to the VMTPS are treated as interest expense and recorded as incurred. For the year ended October 31, 2019, interest expense related to the dividends paid to VMTPS amounted to $3,136,669 and is included in “Interest expense and fees” in the Statement of Operations. Costs directly related to the issuance of the VMTPS are considered debt issuance costs. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt liability and are being amortized into interest expense over the life of the VMTPS. The period-end carrying value for the VMTPS in the fund’s Statement of Assets and Liabilities is its liquidation value less any unamortized debt issuance costs, which approximates its fair value. Its fair value would be considered level 2 under the fair value hierarchy.

Under the terms of a purchase agreement between the fund and the investor in the VMTPS, the fund is subject to various investment restrictions. These investment-related requirements are in various respects more restrictive than those to which the fund is otherwise subject in accordance with its investment objectives and policies. In addition,

 

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the fund is subject to certain restrictions on its investments imposed by guidelines of the rating agencies that rate the VMTPS, which guidelines may be changed by the applicable rating agency, in its sole discretion, from time to time. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the fund by the Investment Company Act of 1940 (the “1940 Act”).

The fund is required to maintain certain asset coverage with respect to the VMTPS as defined in the fund’s governing documents and the 1940 Act. One of a number of asset coverage-related requirements is that the fund is not permitted to declare or pay common share dividends unless immediately thereafter the fund has a minimum asset coverage ratio of 200% with respect to the VMTPS after deducting the amount of such common share dividends.

The 1940 Act requires that the preferred shareholders of the fund, voting as a separate class, have the right to elect at least two trustees at all times, and elect a majority of the trustees at any time when dividends on the preferred shares are unpaid for two full years. Unless otherwise required by law or under the terms of the preferred shares, each preferred share is entitled to one vote and preferred shareholders will vote together with common shareholders as a single class.

Leverage involves risks and special considerations for the fund’s common shareholders. To the extent that investments are purchased by the fund with proceeds from the issuance of preferred shares, the fund’s net asset value will increase or decrease at a greater rate than a comparable unleveraged fund. Changes in the value of the fund’s portfolio will be borne entirely by the common shareholders. It is possible that the fund will be required to sell assets at a time when it may be disadvantageous to do so in order to redeem preferred shares to comply with asset coverage or other restrictions including those imposed by the 1940 Act and the rating agencies that rate the preferred shares. There is no assurance that the fund’s leveraging strategy will be successful.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Municipal Income Trust (the “Fund”), including the portfolio of investments, as of October 31, 2019, 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. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights 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 and financial highlights 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 its 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 and financial highlights, 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 and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2019, by

 

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Report of Independent Registered Public Accounting Firm – continued

 

correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2019

We have served as the auditor of one or more of the MFS investment companies since 1924

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Municipal Income Trust, which was held on October 3, 2019, the following actions were taken:

Item 1: To elect the following individuals as Trustees, elected by the holders of common and preferred shares together:

 

    Number of Shares  

Nominee

 

          For          

   

Withheld Authority

 
Maureen R. Goldfarb     34,915,403.710       778,699.861  
Robert J. Manning     34,776,878.774       917,224.797  
Maryanne L. Roepke     34,936,206.710       757,896.861  

Item 2: To elect the following individuals as Trustees, elected by the holders of preferred shares only:

 

    Number of Shares  

Nominee

 

          For          

   

Withheld Authority

 
John P. Kavanaugh     4,550       0  
Laurie J. Thomsen     4,550       0  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2019, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During

the Past

Five Years (j)

INTERESTED TRUSTEES

Robert J. Manning (k)

(age 56)

  Trustee   February 2004   2022   133   Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)   N/A

Robin A. Stelmach (k)

(age 58)

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

John P. Kavanaugh

(age 65)

  Trustee and Chair of Trustees   January 2009   2020   133   Private investor   N/A

Steven E. Buller

(age 68)

  Trustee   February 2014   2020   133   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

 

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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)

John A. Caroselli

(age 65)

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

Maureen R. Goldfarb

(age 64)

  Trustee   January 2009   2022   133   Private investor   N/A

Michael Hegarty*

(age 74)

  Trustee   December 2004   2020   133   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

Peter D. Jones

(age 64)

  Trustee   January 2019   2020   133   Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015)   N/A

James W. Kilman, Jr.

(age 58)

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

Alpha-En Corporation,

Director (since 2016)

 

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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)

Clarence Otis, Jr.

(age 63)

  Trustee   March 2017   2021   133   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 63)

  Trustee   May 2014   2022   133   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A

Laurie J. Thomsen

(age 62)

  Trustee   March 2005   2020   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

OFFICERS

Christopher R. Bohane (k)

(age 45)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 51)

 

Assistant

Treasurer

  January 2012   N/A   133  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 52)

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

 

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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

Thomas H. Connors (k)

(age 60)

 

Assistant

Secretary and Assistant Clerk

  September 2012   N/A   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

David L. DiLorenzo (k)

(age 51)

  President   July 2005   N/A   133   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 52)

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

Brian E. Langenfeld (k)

(age 46)

  Assistant Secretary and Assistant Clerk   June 2006   N/A   133   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 40)

  Assistant Secretary and Assistant Clerk   September 2018   N/A   133   Massachusetts Financial Services Company, Assistant Vice President and Counsel

Susan A. Pereira (k)

(age 49)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 48)

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

Matthew A. Stowe (k)

(age 45)

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

 

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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

Martin J. Wolin (k)

(age 52)

  Chief Compliance Officer   July 2015   N/A   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)

James O. Yost (k)

(age 58)

  Treasurer   September 1990   N/A   133   Massachusetts Financial Services Company, Senior Vice President

 

(h)

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

(j)

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

(k)

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

*

As of December 31, 2019, Mr. Hegarty will retire as Trustee.

The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. Two Trustees, each holding a term of one year, are elected annually by holders of the Trust’s preferred shares. The remaining Trustees are 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, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee. As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

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

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston, MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Portfolio Manager(s)   Independent Registered Public Accounting Firm

Gary Lasman

Geoffrey Schechter

 

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2019 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

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

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2018 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the 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 various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of

 

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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, 2018, 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 3rd out of a total of 10 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 10 funds for the one-year period and 5th out of a total of 10 funds for the three-year period ended December 31, 2018. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to the Bloomberg Barclays Municipal Bond Index. The Fund outperformed the Bloomberg Barclays Municipal Bond Index for each of the one-, three-, and five-year periods ended December 31, 2018 (one-year: 1.9% total return for the Fund versus 1.3% total return for the benchmark; three-year: 4.0% total return for the Fund versus 2.3% total return for the benchmark; five-year: 7.3% total return for the Fund versus 3.8% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and

 

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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 (including the value of preferred shares) and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also 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 higher than the Broadridge expense group median. The Trustees also noted that MFS has agreed to further reduce such expense limitation for the Fund effective August 1, 2019, which may not be changed without the Trustees’ approval.

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 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

 

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Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the 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, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter directly pay for or voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the 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, 2019.

 

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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 on Form N-Q or as an exhibit to its reports on Form N-PORT (for first and third fiscal quarters ending March 31, 2019 or after). The fund’s Form N-Q or Form N-PORT reports are available on the SEC’s website 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 selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

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

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

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 2019 income tax forms in January 2020. The following information is provided pursuant to provisions of the Internal Revenue Code.

Of the dividends paid from net investment income during the fiscal year, 98.24% is designated as exempt interest dividends for federal income tax purposes. If the fund has earned income on private activity bonds, a portion of the dividends paid may be considered a tax preference item for purposes of computing a shareholder’s alternative minimum tax.

 

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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: MFM


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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, Michael Hegarty, 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, Hegarty, 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.

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) 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, 2019 and 2018, audit fees billed to the Fund by Deloitte were as follows:

 

     Audit Fees  
     2019      2018  

Fees billed by Deloitte:

     

MFS Municipal Income Trust

     63,642        62,004  


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For the fiscal years ended October 31, 2019 and 2018, fees billed by Deloitte 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  
     2019      2018      2019      2018      2019      2018  

Fees billed by Deloitte:

                 

To MFS Municipal Income Trust

     10,000        10,000        7,877        7,700        0        0  
     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2019      2018      2019      2018      2019      2018  

Fees billed by Deloitte:

                 

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

     0        0        0        0        3,790        5,390  

 

     Aggregate Fees for Non-audit
Services
 
     2019      2018  

Fees Billed by Deloitte:

     

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

     21,667        23,090  

 

*

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 Deloitte 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 Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

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


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services exceeding $50,000 or multiple engagements for such services in the aggregate 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, Michael Hegarty, James Kilman and Clarence Otis, Jr. and Ms. Maryanne L. Roepke.

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

 

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

 

Portfolio Manager

  

Primary Role

  

Since

  

Title and Five Year History

Gary Lasman    Portfolio Manager    2006    Investment Officer of MFS; employed in the investment area of MFS since 2002.
Geoffrey Schechter    Portfolio Manager    2004    Investment Officer of MFS; employed in the investment area of MFS since 1993.

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.

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, 2018, 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


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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, 2018, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:

 

Fund

  

Portfolio Manager

  

Benchmark(s)

MFS Municipal Income Trust    Gary Lasman    Bloomberg Barclays Municipal Bond Index
   Geoffrey Schechter    Bloomberg Barclays Municipal Bond 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.

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.


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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, 2019. 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

Gary Lasman    N
Geoffrey Schechter    N

Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or 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, 2019:

 

     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
 

Gary Lasman

     4      $ 6.7 billion        0        N/A        0        N/A  

Geoffrey Schechter

     14      $ 22.9 billion        4      $ 724.4 million        1      $ 247.5 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.


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

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

 

ITEM 9.

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

MFS Municipal 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
 

11/01/18-11/30/18

     0        N/A        0        4,118,763  

12/01/18-12/31/18

     0        N/A        0        4,118,763  

  1/01/19-1/31/19

     0        N/A        0        4,118,763  

  2/01/19-2/28/19

     0        N/A        0        4,118,763  

  3/01/19-3/31/19

     0        N/A        0        4,118,763  

  4/01/19-4/30/19

     0        N/A        0        4,118,763  

  5/01/19-5/31/19

     0        N/A        0        4,118,763  

  6/01/19-6/30/19

     0        N/A        0        4,118,763  

  7/01/19-7/31/19

     0        N/A        0        4,118,763  

  8/01/19-8/31/19

     0        N/A        0        4,118,763  

  9/01/19-9/30/19

     0        N/A        0        4,118,763  

10/1/19-10/31/19

     0        N/A        0        4,118,763  
  

 

 

       

 

 

    

Total

     0           0     
  

 

 

       

 

 

    

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, 2019 plan year is 4,118,763.


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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 ended October 31, 2019, there were no fees or income relating 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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(b)    If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.
(c)    Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.


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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 MUNICIPAL INCOME TRUST

 

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

Date: December 16, 2019

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

 

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

Date: December 16, 2019

 

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

Date: December 16, 2019

 

*

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