MFS HIGH INCOME MUNICIPAL 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 811-05754

MFS HIGH INCOME MUNICIPAL TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: November 30

Date of reporting period: November 30, 2018


Table of Contents
ITEM 1.

REPORTS TO STOCKHOLDERS.


Table of Contents

Annual Report

November 30, 2018

 

LOGO

 

MFS® High Income Municipal 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.

 

CXE-ANN

 


Table of Contents

MFS® High Income Municipal Trust

New York Stock Exchange Symbol: CXE

 

Letter from the Executive Chairman     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     61  
Statement of operations     62  
Statements of changes in net assets     63  
Statement of cash flows     64  
Financial highlights     65  
Notes to financial statements     67  
Report of independent registered public accounting firm     79  
Results of shareholder meeting     81  
Trustees and officers     82  
Board review of investment advisory agreement     88  
Proxy voting policies and information     92  
Quarterly portfolio disclosure     92  
Further information     92  
Information about fund contracts and legal claims     92  
Federal tax information     92  
MFS® privacy notice     93  
Contact information    back cover

 

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



Table of Contents

LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Higher bond yields, international trade friction, and geopolitical uncertainty have contributed to an uptick in market volatility in recent quarters — a departure from the

low-volatility environment that prevailed for much of 2017. Against this more challenging backdrop, equity markets in the United States have outperformed most international markets on a relative basis, though returns have been modest year to date on an absolute basis. Global economic growth has become less synchronized over the past few months, with Europe, China, and some emerging markets having shown signs of slowing growth while U.S. growth has remained above average.

Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains fairly accommodative around the world, with many central banks taking only tentative steps toward tighter policies.

U.S. tax reforms adopted in late 2017 have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. With the Republicans losing control of the U.S. House of Representatives, further meaningful U.S. fiscal stimulus appears less likely. A partial U.S. government shutdown, beginning in late 2018, also added to political uncertainty. Globally, inflation remains largely subdued, but tight labor markets and moderate global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear trade disputes could dampen business sentiment, leading to even slower global growth. While there has been progress on this front — a NAFTA replacement has been agreed upon between the U.S., Mexico, and Canada; the free trade pact with Korea has been updated; and a negotiating framework with the European Union has been agreed upon — tensions over trade with China remain quite high.

As a global investment manager with nearly a century of expertise, MFS® firmly believes active risk management offers downside mitigation and may help improve investment outcomes. We built our active investment platform with this belief in mind. Our long-term perspective influences nearly every aspect of our business, ensuring our investment decisions align with the investing time horizons of our clients.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

January 15, 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 at value

 

LOGO

 

Top ten industries reflecting equivalent exposure of derivative positions (i)

 

Healthcare Revenue – Hospitals     27.0%  
Healthcare Revenue – Long Term Care     17.9%  
Universities – Secondary Schools     9.1%  
Miscellaneous Revenue – Other     9.0%  
Universities – Colleges     8.3%  
State & Local Agencies     7.7%  
Water & Sewer Utility Revenue     7.4%  
General Obligations – General Purpose     6.9%  
Tobacco     6.8%  
U.S. Treasury Securities (j)     (18.2)%  

Portfolio structure reflecting equivalent exposure of derivative positions (i)(j)

 

LOGO

 

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

 

AAA     2.7%  
AA     19.7%  
A     30.3%  
BBB     34.1%  
BB     18.9%  
B     5.0%  
CCC     3.8%  
CC     0.6%  
C     5.3%  
D     2.3%  
Not Rated (j)     18.6%  
Cash & Cash Equivalents (Less Liabilities)     (59.5)%  
Other     18.2%  
Portfolio facts (i)  
Average Duration (d)     9.1  
Average Effective Maturity (m)     15.6 yrs.  
 

 

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Portfolio Composition – continued

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. 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.

(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 November 30, 2018.

(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.

(j)

For the purpose of managing the fund’s duration, the fund holds short treasury futures with a bond equivalent exposure of (18.2)%, which reduce the fund’s interest rate exposure but not its credit exposure.

(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 November 30, 2018.

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.

Percentages are based on net assets applicable to common shares as of November 30, 2018.

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

 

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MANAGEMENT REVIEW

Summary of Results

MFS High Income Municipal 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 tax-exempt bonds and tax exempt notes.

For the twelve months ended November 30, 2018, shares of the fund provided a total return of 2.98%, at net asset value, and a total return of –8.36%, at market value. This compares with a return of 1.13% 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

During the reporting period, the US Federal Reserve (“Fed”) raised interest rates by 100 basis points, bringing the total number of rate hikes to eight since the central bank began to normalize monetary policy in late 2015. Economic growth rates in the US, eurozone and Japan remained above trend despite a slowing in global growth, particularly toward the end of the period. Inflation remained contained, particularly outside the US. Late in the period, the European Central Bank announced that it would halt its asset purchase program at the end of 2018, but issued forward guidance that it does not expect to raise interest rates at least until after the summer of 2019. Both the Bank of England and the Bank of Canada raised rates several times during the period. The European political backdrop became a bit more volatile late in the period, spurred by concerns over cohesion in the eurozone after the election of an anti-establishment, Eurosceptic coalition government in Italy.

Bond yields rose in the US during the period but remained low by historical standards, while yields in many developed markets fell. Outside of emerging markets, where spreads and currencies came under pressure, credit spreads remained quite tight until the end of the period when thinner liquidity, lower oil prices and concerns over high degrees of corporate leverage emerged. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the period’s second half, especially outside the US. Tighter financial conditions from rising US rates and a strong dollar, combined with trade uncertainty, helped expose structural weaknesses in several emerging markets in the second half of the period.

Volatility increased at the end of the period amid signs of slowing global economic growth and increasing trade tensions, which prompted a market setback shortly after US markets set record highs in September. It was the second such equity market decline during the reporting period. The correction came despite a third consecutive quarter of strong growth in US earnings per share. Strong earnings growth, combined with the market decline, brought US equity valuations down from elevated levels, earlier in the period, to multiples more in line with long-term averages. While the US

 

4


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Management Review – continued

 

economy maintained its strength, global economic growth became less synchronized during the period, with Europe and China showing signs of a modest slowdown and some emerging markets coming under stress.

10-Year US Treasury yields generally rose during the reporting period, driven by a number of factors, including the passage of a number of fiscal stimulus measures and indications that the Fed was likely to continue raising short-term interest rates. Municipal bond yields also rose during the period, although not as much as treasuries. The Fed raised interest rates four times during the reporting period, and signaled that further gradual increases in interest rates would be likely.

The rise in yields was most pronounced during the first half of the reporting period amid the passage of the Tax Cuts and Jobs Act, which cut individual and corporate tax rates and provided for a larger-than-expected fiscal spending package. This appeared to have led investors to increase expectations for better economic growth and a potential increase in inflationary pressures, which pushed bond yields higher. Subsequent to the increase in yields during the first half of the reporting period, bond yields remained largely range-bound, with solid US economic data putting upward pressure on yields while uncertainty regarding slowing global growth, coupled with concerns about escalating trade tensions and muted signs of inflation, pushed yields lower.

Against this backdrop, municipal bonds provided slightly positive total returns, with the yield generated by the asset class offsetting negative price returns for the period, amid the rise in municipal yields. Other notable events during the year included a strong recovery in bonds issued by Puerto Rico, which were boosted by ongoing progress in restructuring negotiations.

Factors Affecting Performance

Relative to the Bloomberg Barclays Municipal Bond Index, the fund’s bond selection within the health care sector detracted from relative performance.

Conversely, the fund’s greater exposure to both “BBB” rated (r) securities, and to below investment grade bonds (which are not held within the benchmark), bolstered relative results.

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

Respectfully,

Portfolio Manager(s)

Gary Lasman and Geoffrey Schechter

 

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the

 

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Management Review – continued

 

  highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.

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

 

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PERFORMANCE SUMMARY THROUGH 11/30/18

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 High Income Municipal Trust

 

                   Date        Price     

 

Year Ended 11/30/18

     Net Asset Value        11/30/18        $5.18    
              11/30/17        $5.33    
     New York Stock Exchange Price        11/30/18        $4.67    
              12/05/17  (high) (t)       $5.44    
              11/21/18  (low) (t)       $4.61    
                  11/30/17        $5.40    

Total Returns vs Benchmark(s)

 

         

 

Year Ended 11/30/18

     MFS High Income Municipal Trust at       
    

New York Stock Exchange Price (r)

     (8.36)%  
    

Net Asset Value (r)

       2.98%  
       Bloomberg Barclays Municipal Bond Index (f)        1.13%    

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period December 1, 2017 through November 30, 2018.

Benchmark Definition(s)

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

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.

 

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Performance Summary – continued

 

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   2007   Investment Officer of MFS; employed in the investment management area of MFS since 2002.
Geoffrey Schechter   Portfolio Manager   2007   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 43078, Providence, RI 02940-3078. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.

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

 

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PORTFOLIO OF INVESTMENTS

11/30/18

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by jurisdiction.

 

Municipal Bonds - 157.0%                 
Issuer    Shares/Par     Value ($)  
Alabama - 1.5%                 
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 5.5%, 6/01/2030    $ 105,000     $ 111,752  
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 5.75%, 6/01/2035      115,000       123,375  
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 5.75%, 6/01/2045      155,000       165,177  
Birmingham, AL, Special Care Facilities Financing Authority Rev. (Methodist Home for the Aging), 6%, 6/01/2050      165,000       177,873  
Birmingham, AL, Waterworks Board Water Rev., “A”, 5.125%, 1/01/2034 (Prerefunded 1/01/2019)      280,000       280,714  
Birmingham, AL, Waterworks Board Water Rev., “A”, ASSD GTY, 5.125%, 1/01/2034 (Prerefunded 1/01/2019)      475,000       476,211  
Cullman County, AL, Health Care Authority (Cullman Regional Medical Center), “A”, 6.75%, 2/01/2029      75,000       75,572  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2026      130,000       97,462  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2029      185,000       113,253  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2034      260,000       111,101  
Jefferson County, AL, Sewer Rev. Warrants, Capital Appreciation, Senior Lien, “B”, AGM, 0%, 10/01/2035      500,000       199,700  
Jefferson County, AL, Sewer Rev. Warrants, Subordinate Lien, “D”, 5%, 10/01/2021      95,000       100,582  
Jefferson County, AL, Sewer Rev. Warrants, Subordinate Lien, “D”, 5%, 10/01/2023      140,000       152,092  
Pell City, AL, Special Care Facilities, Financing Authority Rev. (Noland Health Services, Inc.), 5%, 12/01/2039      225,000       239,702  
    

 

 

 
             $ 2,424,566  
Arizona - 3.0%                 
Arizona Industrial Development Authority Education Rev. (Academies of Math & Science), “A”, 5%, 7/01/2038    $ 25,000     $ 27,237  
Arizona Industrial Development Authority Education Rev. (Academies of Math & Science), “A”, 5%, 7/01/2048      55,000       58,965  
Arizona Industrial Development Authority Education Rev. (Academies of Math & Science), “A”, 5%, 7/01/2052      70,000       74,862  
Arizona Industrial Development Authority Education Rev. (Academies of Math & Science), “B”, 5.5%, 7/01/2038      55,000       55,318  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Arizona - continued                 
Arizona Industrial Development Authority Education Rev. (Academies of Math & Science), “B”, 5.625%, 7/01/2048    $ 110,000     $ 110,454  
Arizona Industrial Development Authority Education Rev. (Academies of Math & Science), “B”, 5.75%, 7/01/2053      175,000       176,001  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “D”, 5%, 7/01/2037      25,000       25,155  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “D”, 5%, 7/01/2047      40,000       39,400  
Arizona Industrial Development Authority Education Rev. (Basis Schools Projects), “D”, 5%, 7/01/2051      105,000       101,691  
Glendale, AZ, Industrial Development Authority Refunding Rev. (The Terraces of Phoenix Project), “A”, 5%, 7/01/2048      70,000       71,021  
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       104,031  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2035      125,000       126,250  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2035      45,000       45,450  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2045      205,000       202,614  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Basis Schools Projects), “A”, 5%, 7/01/2046      110,000       108,537  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Choice Academies, Inc. Project), 5.625%, 9/01/2042      165,000       168,015  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Eagle College Prep Project), 5%, 7/01/2033      80,000       80,674  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Eagle College Prep Project), 5%, 7/01/2043      160,000       152,176  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2034      445,000       460,949  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Great Hearts Academies Project), “A”, 5%, 7/01/2044      280,000       286,132  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 6.5%, 7/01/2034      145,000       157,147  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 5%, 7/01/2035      195,000       196,950  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 6.75%, 7/01/2044      235,000       254,665  
Phoenix, AZ, Industrial Development Authority Education Facility Rev. (Legacy Traditional Schools Project), 5%, 7/01/2045      215,000       214,989  
Phoenix, AZ, Industrial Development Authority Rev. (Guam Facilities Foundation, Inc.), 5.125%, 2/01/2034      435,000       405,959  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Arizona - continued                 
Phoenix, AZ, Industrial Development Authority Rev. (Guam Facilities Foundation, Inc.), 5.375%, 2/01/2041    $ 330,000     $ 302,914  
Phoenix, AZ, Industrial Development Authority Student Housing Refunding Rev. (Downtown Phoenix Student Housing, LLC-Arizona State University Project), “A”, 5%, 7/01/2042      100,000       106,008  
Pima County, AZ, Industrial Development Authority Education Facility Rev. (American Leadership Academy Project), 4.75%, 6/15/2037      180,000       175,025  
Pima County, AZ, Industrial Development Authority Education Facility Rev. (American Leadership Academy Project), 5%, 6/15/2047      135,000       132,581  
Pima County, AZ, Industrial Development Authority Education Facility Rev. (American Leadership Academy Project), 5%, 6/15/2052      115,000       111,012  
Tempe, AZ, Industrial Development Authority Rev. (Friendship Village), “A”, 6%, 12/01/2032      75,000       78,844  
Tempe, AZ, Industrial Development Authority Rev. (Friendship Village), “A”, 6.25%, 12/01/2042      220,000       231,607  
Tempe, AZ, Industrial Development Authority Rev. (Friendship Village), “A”, 6.25%, 12/01/2046      85,000       89,387  
    

 

 

 
             $ 4,932,020  
Arkansas - 0.3%                 
Arkansas Development Finance Authority Hospital Rev. (Washington Regional Medical Center), “A”, 5%, 2/01/2035    $ 40,000     $ 43,042  
Arkansas Development Finance Authority Hospital Rev. (Washington Regional Medical Center), “C”, 5%, 2/01/2033      60,000       65,031  
Arkansas Development Finance Authority, Charter School Capital Improvement Rev. (LISA Academy Project), 4%, 7/01/2028      40,000       40,601  
Arkansas Development Finance Authority, Charter School Capital Improvement Rev. (LISA Academy Project), 4.5%, 7/01/2033      80,000       80,953  
Arkansas Development Finance Authority, Charter School Capital Improvement Rev. (LISA Academy Project), 4.5%, 7/01/2039      10,000       9,362  
Arkansas Development Finance Authority, Tobacco Settlement Rev. (Cancer Research Center Project), Capital Appreciation, AAC, 0%, 7/01/2046      610,000       175,283  
    

 

 

 
             $ 414,272  
California - 9.8%                 
Beverly Hills, CA, Unified School District (Election of 2008), Capital Appreciation, 0%, 8/01/2031    $ 350,000     $ 231,854  
Beverly Hills, CA, Unified School District (Election of 2008), Capital Appreciation, 0%, 8/01/2032      355,000       225,205  
Beverly Hills, CA, Unified School District (Election of 2008), Capital Appreciation, 0%, 8/01/2033      715,000       431,817  
California Educational Facilities Authority Rev. (Chapman University), 5%, 4/01/2031      190,000       202,314  

 

13


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
California - continued                 
California Health Facilities Financing Authority Rev. (St. Joseph Health System), “A”, 5.75%, 7/01/2039    $ 125,000     $ 127,799  
California Health Facilities Financing Authority Rev. (Sutter Health), “B”, 5.875%, 8/15/2031 (Prerefunded 8/15/2020)      835,000       893,199  
California M-S-R Energy Authority Gas Rev., “A”, 7%, 11/01/2034      155,000       215,882  
California M-S-R Energy Authority Gas Rev., “A”, 6.5%, 11/01/2039      570,000       779,817  
California Municipal Finance Authority Charter School Lease Rev. (The Palmdale Aerospace Academy Project), “A”, 3.875%, 7/01/2028      100,000       98,542  
California Municipal Finance Authority Charter School Lease Rev. (The Palmdale Aerospace Academy Project), “A”, 5%, 7/01/2049      100,000       101,822  
California Municipal Finance Authority Rev. (Community Medical Centers), “A”, 5%, 2/01/2042      110,000       119,688  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), 5%, 11/01/2035      45,000       47,961  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), “A”, 5.25%, 11/01/2036      115,000       123,425  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), “A”, 5.25%, 11/01/2041      105,000       111,247  
California Municipal Finance Authority Rev. (NorthBay Healthcare Group), “A”, 5.25%, 11/01/2047      15,000       15,822  
California Pollution Control Financing Authority, Solid Waste Disposal Rev. (CalPlant I Project), 8%, 7/01/2039      460,000       485,305  
California Pollution Control Financing Authority, Water Furnishing Rev. (Poseidon Resources Desalination Project), 5%, 11/21/2045      530,000       544,278  
California Pollution Control Financing Authority, Water Furnishing Rev. (San Diego County Water Desalination Project Pipeline), 5%, 11/21/2045      340,000       343,737  
California Public Works Board Lease Rev., Department of Corrections and Rehabilitation (Various Correctional Facilities), “A”, 5%, 9/01/2033      1,290,000       1,441,252  
California School Finance Authority, School Facility Rev. (Alliance For College-Ready Public Schools Projects), “A”, 5%, 7/01/2030      45,000       48,576  
California School Finance Authority, School Facility Rev. (Alliance For College-Ready Public Schools Projects), “A”, 5%, 7/01/2045      130,000       135,841  
California School Finance Authority, School Facility Rev. (ICEF View Park Elementary and Middle Schools), “A”, 5.875%, 10/01/2044      150,000       155,935  
California Statewide Communities Development Authority Environmental Facilities Rev. (Microgy Holdings Project), 9%, 12/01/2038 (a)(d)      63,113       1  
California Statewide Communities Development Authority Rev. (California Baptist University), “A”, 6.125%, 11/01/2033      100,000       112,798  
California Statewide Communities Development Authority Rev. (California Baptist University), “A”, 5%, 11/01/2041      115,000       122,920  

 

14


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
California - continued                 
California Statewide Communities Development Authority Rev. (Lancer Plaza Project), 5.625%, 11/01/2033    $ 125,000     $ 136,997  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5.25%, 12/01/2034      225,000       238,464  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5.25%, 12/01/2044      465,000       486,576  
California Statewide Communities Development Authority Rev. (Loma Linda University Medical Center), “A”, 5.25%, 12/01/2056      290,000       300,562  
Chula Vista, CA, Industrial Development Rev. (San Diego Gas & Electric Co.), “E”, 5.875%, 1/01/2034      310,000       314,507  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, 3.5%, 6/01/2036      155,000       151,698  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, 5%, 6/01/2047      170,000       163,027  
Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., “A”, 5.25%, 6/01/2047      175,000       173,574  
Inland Valley, CA, Development Successor Agency Tax Allocation, “A”, AGM, 5%, 9/01/2044      260,000       279,646  
Jurupa, CA, Public Financing Authority, Special Tax Rev., “A”, 5%, 9/01/2042      215,000       234,008  
La Verne, CA, Brethren Hillcrest Homes, COP, 5%, 5/15/2036      65,000       67,130  
Long Beach, CA, Marina Rev. (Alamitos Bay Marina Project), 5%, 5/15/2035      40,000       43,220  
Los Angeles County, CA, Redevelopment Refunding Authority Tax Allocation Rev. “D”, AGM, 5%, 9/01/2022      330,000       363,746  
Los Angeles County, CA, Redevelopment Refunding Authority Tax Allocation Rev. “D”, AGM, 5%, 9/01/2023      330,000       370,867  
Los Angeles County, CA, Regional Financing Authority Rev. (Montecedro Inc. Project), “A”, CALHF, 5%, 11/15/2034      50,000       54,641  
Los Angeles County, CA, Regional Financing Authority Rev. (Montecedro Inc. Project), “A”, CALHF, 5%, 11/15/2044      80,000       86,862  
Los Angeles, CA, Unified School District, “D”, 5%, 1/01/2034      210,000       213,526  
Morongo Band of Mission Indians California Rev., “B”, 5%, 10/01/2042 (n)      195,000       197,861  
Palomar Pomerado Health Care District, CA, COP, 6.75%, 11/01/2039 (Prerefunded 11/01/2019)      1,125,000       1,175,344  
San Diego, CA, Redevelopment Agency, Tax Allocation Rev., Capital Appreciation, AGM, 0%, 9/01/2022      1,910,000       1,749,484  
San Francisco, CA, City & County Redevelopment Successor Agency, Tax Allocation (Mission Bay South Redevelopment Project), “A”, 5%, 8/01/2043      35,000       38,182  
State of California, 5.25%, 10/01/2028      425,000       461,303  
State of California, 5.25%, 9/01/2030      1,005,000       1,085,229  

 

15


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
California - continued                 
Whittier, CA, Health Facility Rev. (PIH Health), 5%, 6/01/2044    $ 430,000     $ 458,346  
    

 

 

 
             $ 15,961,837  
Colorado - 5.7%                 
Colorado Educational & Cultural Facilities Authority Rev. (Peak to Peak Charter School Project), 5%, 8/15/2030    $ 50,000     $ 54,056  
Colorado Educational & Cultural Facilities Authority Rev. (Peak to Peak Charter School Project), 5%, 8/15/2034      50,000       53,441  
Colorado Educational & Cultural Facilities Authority Rev. (The Classical Academy Project), 5%, 12/01/2031      85,000       92,605  
Colorado Educational & Cultural Facilities Authority Rev. (The Classical Academy Project), “A”, 5%, 12/01/2038      95,000       101,477  
Colorado Health Facilities Authority Rev. (American Baptist Homes), 8%, 8/01/2043      250,000       279,017  
Colorado Health Facilities Authority Rev. (Evangelical Lutheran Good Samaritan Society), 5.625%, 6/01/2043      130,000       141,108  
Colorado High Performance Transportation Enterprise Rev. (C-470 Express Lanes), 5%, 12/31/2056      120,000       125,818  
Colorado Regional Transportation District, Private Activity Rev. (Denver Transportation Partners), 6%, 1/15/2034      795,000       820,830  
Colorado Regional Transportation District, Private Activity Rev. (Denver Transportation Partners), 6%, 1/15/2041      385,000       397,081  
Denver, CO, City & County Airport Systems Rev., “A”, 5%, 11/15/2028      205,000       222,423  
Denver, CO, City & County Airport Systems Rev., “B”, ETM, 6.125%, 11/15/2025      2,840,000       2,958,939  
Denver, CO, City & County Airport Systems Rev., “C”, ETM, 6.125%, 11/15/2025      2,280,000       2,658,799  
Denver, CO, City & County Special Facilities Airport Refunding Rev. (United Airlines), 5%, 10/01/2032      290,000       304,674  
Denver, CO, Convention Center Hotel Authority Rev., 5%, 12/01/2035      80,000       86,163  
Denver, CO, Convention Center Hotel Authority Rev., 5%, 12/01/2036      50,000       53,594  
Denver, CO, Convention Center Hotel Authority Rev., 5%, 12/01/2040      135,000       141,707  
Denver, CO, Health & Hospital Authority Rev. COP (550 Acoma, Inc.), 5%, 12/01/2048      100,000       106,551  
Denver, CO, Health & Hospital Authority Rev., “A”, 5.25%, 12/01/2045      125,000       131,851  
Park Creek Metropolitan District, CO, Senior Limited Property Tax Supported Rev., “A”, NATL, 5%, 12/01/2045      475,000       512,416  
Tallyn’s Reach, CO, Metropolitan District No. 3, 5.125%, 11/01/2038      100,000       103,716  
    

 

 

 
             $ 9,346,266  

 

16


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Connecticut - 0.6%                 
Mohegan Tribal Finance Authority, CT, Economic Development Bonds, 7%, 2/01/2045 (n)    $ 790,000     $ 799,804  
Mohegan Tribe Indians, CT, Gaming Authority Rev., “C”, 4.75%, 2/01/2020 (n)      245,000       247,384  
    

 

 

 
             $ 1,047,188  
Delaware - 0.5%                 
Kent County, DE, Student Housing and Dining Facility Rev. (CHF-Dover, LLC-Delaware State University Project), “A”, 5%, 7/01/2048    $ 110,000     $ 114,974  
Kent County, DE, Student Housing and Dining Facility Rev. (CHF-Dover, LLC-Delaware State University Project), “A”, 5%, 7/01/2058      120,000       124,064  
Wilmington, DE, Multi-Family Housing Rev. (Electra Arms Senior Associates), 6.25%, 6/01/2028      555,000       555,178  
    

 

 

 
             $ 794,216  
District of Columbia - 1.4%                 
District of Columbia Rev. (Kipp, D.C. Charter School), “A”, 6%, 7/01/2033 (Prerefunded 7/01/2023)    $ 55,000     $ 64,048  
District of Columbia Rev. (Kipp, D.C. Charter School), “A”, 6%, 7/01/2043 (Prerefunded 7/01/2023)      140,000       163,031  
District of Columbia Rev. (Methodist Home of the District of Columbia Issue), 4.5%, 1/01/2025      65,000       62,916  
District of Columbia Rev. (Methodist Home of the District of Columbia Issue), “A”, 5.125%, 1/01/2035      80,000       74,956  
District of Columbia Rev. (Methodist Home of the District of Columbia Issue), “A”, 5.25%, 1/01/2039      50,000       46,537  
District of Columbia Student Dormitory Rev. (Provident Group - Howard Properties LLC), 5%, 10/01/2030      160,000       161,150  
District of Columbia Student Dormitory Rev. (Provident Group - Howard Properties LLC), 5%, 10/01/2035      850,000       844,212  
District of Columbia Student Dormitory Rev. (Provident Group - Howard Properties LLC), 5%, 10/01/2045      985,000       944,241  
    

 

 

 
             $ 2,361,091  
Florida - 9.1%                 
Alachua County, FL, Health Facilities Authority Rev. (East Ridge Retirement Village, Inc.), 6%, 11/15/2034    $ 90,000     $ 93,082  
Alachua County, FL, Health Facilities Authority Rev. (East Ridge Retirement Village, Inc.), 6.25%, 11/15/2044      215,000       222,089  
Alachua County, FL, Health Facilities Authority Rev. (East Ridge Retirement Village, Inc.), 6.375%, 11/15/2049      145,000       150,390  

 

17


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - continued                 
Arborwood Community Development District, FL, Capital Improvement Refunding Rev. (Subordinate Lien), “A-2”, 5%, 5/01/2036    $ 130,000     $ 125,453  
Bellalago, FL, Educational Facilities Benefit District (Osceola County) Capital Improvement Refunding Rev., 4.375%, 5/01/2030      105,000       109,158  
Bellalago, FL, Educational Facilities Benefit District (Osceola County) Capital Improvement Refunding Rev., 4.5%, 5/01/2033      50,000       52,093  
Bellalago, FL, Educational Facilities Benefit District (Osceola County) Capital Improvement Refunding Rev., 4.6%, 5/01/2034      75,000       78,413  
Brevard County, FL, Industrial Development Rev. (TUFF Florida Tech LLC Project), 6.75%, 11/01/2039      685,000       699,405  
Capital Region Community Development District, FL, Capital Improvement Rev., “A-1”, 5.125%, 5/01/2039      185,000       178,856  
Collier County, FL, Educational Facilities Authority Rev. (Ave Maria University, Inc. Project), “A”, 6.125%, 6/01/2043      605,000       640,042  
Collier County, FL, Industrial Development Authority Continuing Care Community Rev. (The Arlington of Naples Project), “A”, 8.125%, 5/15/2044      610,000       586,234  
Collier County, FL, Industrial Development Authority Continuing Care Community Rev. (The Arlington of Naples Project), “A”, 6.5%, 5/15/2049      100,000       87,811  
Daytona Beach, FL, Halifax Hospital Medical Center Rev., 5%, 6/01/2035      170,000       180,962  
Daytona Beach, FL, Halifax Hospital Medical Center Rev., 5%, 6/01/2046      235,000       246,600  
Florida Capital Trust Agency, Education Facilities Rev. (The Florida Charter Educational Foundation, Inc. Project), “A”, 5.375%, 6/15/2048      140,000       133,148  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 6%, 6/15/2032      140,000       144,311  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 7.625%, 6/15/2041      935,000       1,005,284  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 6.125%, 6/15/2043      295,000       302,071  
Florida Development Finance Corp. Educational Facilities Rev. (Renaissance Charter School), “A”, 8.5%, 6/15/2044      555,000       620,251  
Florida Development Finance Corp. Educational Facilities Rev. (Southwest Charter Foundation, Inc. Project), “A”, 6%, 6/15/2037      100,000       100,063  
Florida Development Finance Corp. Educational Facilities Rev. (Southwest Charter Foundation, Inc. Project), “A”, 6.125%, 6/15/2047      205,000       204,036  
Florida Development Finance Corp. Educational Facilities Rev. (The Florida Charter Educational Foundation Project, Inc.), “A”, 6.375%, 6/15/2046      180,000       188,248  

 

18


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - continued                 
Florida Higher Educational Facilities Financing Authority Rev. (Jacksonville University Project), “A”, 4.5%, 6/01/2033    $ 100,000     $ 100,769  
Florida Higher Educational Facilities Financing Authority Rev. (Jacksonville University Project), “A”, 4.75%, 6/01/2038      100,000       101,220  
Florida Higher Educational Facilities Financing Authority Rev. (Jacksonville University Project), “A”, 5%, 6/01/2048      110,000       112,587  
Homestead, FL, Community Development District, Special Assessment, “A”, 6%, 5/01/2037      470,000       445,240  
Jacksonville, FL, Educational Facilities Rev. (Jacksonville University Project), “B”, 5%, 6/01/2053      115,000       116,824  
Lakeland, FL, Hospital Rev. (Lakeland Regional Health Systems), 5%, 11/15/2034      185,000       200,597  
Lakewood Ranch Stewardship District, FL, Special Assessment Rev. (Lakewood Centre North Project), 4.25%, 5/01/2025      100,000       100,359  
Lakewood Ranch Stewardship District, FL, Special Assessment Rev. (Lakewood Centre North Project), 4.875%, 5/01/2035      100,000       99,271  
Lakewood Ranch Stewardship District, FL, Special Assessment Rev. (Lakewood Centre North Project), 4.875%, 5/01/2045      120,000       115,260  
Lakewood Ranch Stewardship District, FL, Special Assessment Rev. (Lakewood National and Polo Run Projects), 5.375%, 5/01/2047      165,000       167,275  
Marshall Creek, FL, Community Development District Rev. (St. John’s County), “A”, 5%, 5/01/2032      105,000       103,985  
Miami-Dade County, FL, Industrial Development Authority Rev. (Pinecrest Academy Project), 5.25%, 9/15/2044      370,000       385,107  
Mid-Bay Bridge Authority, FL, Springing Lien Rev., “A”, 7.25%, 10/01/2040 (Prerefunded 10/01/2021)      1,015,000       1,154,908  
Midtown Miami, FL, Community Development District Special Assessment (Infrastructure Project), “B”, 5%, 5/01/2029      125,000       130,001  
Midtown Miami, FL, Community Development District Special Assessment (Parking Garage Project), “A”, 5%, 5/01/2037      100,000       102,982  
North Broward, FL, Hospital District Rev. (Broward Health), “B”, 5%, 1/01/2042      475,000       501,377  
Orlando, FL, Senior Tourist Development Tax Refunding Rev. (6th Cent Contract Payments), “A”, AGM, 5%, 11/01/2034      30,000       33,421  
Palm Beach County, FL, Health Facilities Rev. (Sinai Residences of Boca Raton Project), 7.5%, 6/01/2049      150,000       168,724  
Pasco County, FL, Bexley Community Development District, Special Assessment Rev., 4.7%, 5/01/2036      105,000       103,038  
Pasco County, FL, Bexley Community Development District, Special Assessment Rev., 4.875%, 5/01/2047      190,000       183,890  
Pasco County, FL, Del Webb Bexley Community Development District, Special Assessment Rev., 5.4%, 5/01/2049      120,000       118,931  
Pasco County, FL, Estancia At Wiregrass Community Development District, Capital Improvement, 7%, 11/01/2045      135,000       157,272  

 

19


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Florida - continued                 
Pasco County, FL, Estancia At Wiregrass Community Development District, Capital Improvement, 5.375%, 11/01/2046    $ 95,000     $ 96,714  
Sarasota County, FL, Health Facility Authority Retirement Facility Improvement Rev. (Village on the Isle Project), “A”, 5%, 1/01/2047      70,000       71,254  
Sarasota County, FL, Health Facility Authority Retirement Facility Improvement Rev. (Village on the Isle Project), “A”, 5%, 1/01/2052      130,000       131,893  
South Lake County, FL, Hospital District Rev. (South Lake Hospital), “A”, 6%, 4/01/2029      175,000       176,767  
South Lake County, FL, Hospital District Rev. (South Lake Hospital), “A”, 6.25%, 4/01/2039      100,000       101,057  
St. John’s County, FL, Industrial Development Authority Rev. (Presbyterian Retirement), “A”, 6%, 8/01/2045 (Prerefunded 8/01/2020)      780,000       830,092  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5%, 7/01/2026      25,000       27,568  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5%, 7/01/2029      25,000       27,136  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5.125%, 7/01/2034      50,000       53,573  
Sumter County, FL, Industrial Development Authority Hospital Rev. (Central Florida Health Alliance Projects), “A”, 5.25%, 7/01/2044      150,000       159,556  
Tallahassee, FL, Health Facilities Rev. (Tallahassee Memorial Healthcare, Inc.), “A”, 5%, 12/01/2040      430,000       456,712  
Tallahassee, FL, Health Facilities Rev. (Tallahassee Memorial Healthcare, Inc.), “A”, 5%, 12/01/2044      165,000       174,045  
Tampa, FL (University of Tampa Project), 5%, 4/01/2040      105,000       113,562  
Trout Creek Community Development District, FL, Capital Improvement Rev., 5.5%, 5/01/2035      215,000       216,602  
Trout Creek Community Development District, FL, Capital Improvement Rev., 5.625%, 5/01/2045      390,000       391,119  
Tuscany Reserve Community Development District, FL, Special Assessment, “B”, 5.25%, 5/01/2021      85,000       84,804  
Westridge, FL, Community Development District, Capital Improvement Rev., 5.8%, 5/01/2037 (a)(d)      1,210,000       834,900  
    

 

 

 
             $ 14,798,392  
Georgia - 1.8%                 
Americus and Sumter County, GA, Hospital Authority Rev. (Magnolia Manor Obligated Group), “A”, 6.25%, 5/15/2033    $ 120,000     $ 128,425  
Americus and Sumter County, GA, Hospital Authority Rev. (Magnolia Manor Obligated Group), “A”, 6.375%, 5/15/2043      120,000       128,326  
Atlanta, GA, Water & Wastewater Rev., “A”, 6%, 11/01/2022 (Prerefunded 11/01/2019)      465,000       482,293  

 

20


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Georgia - continued                 
Clayton County, GA, Development Authority Special Facilities Rev. (Delta Airlines, Inc.), “A”, 8.75%, 6/01/2029    $ 255,000     $ 277,249  
Cobb County, GA, Development Authority, Student Housing Rev. (Kennesaw State University Real Estate Foundations), “C”, 5%, 7/15/2038      110,000       114,579  
Cobb County, GA, Development Authority, Student Housing Rev. (Kennesaw State University Real Estate Foundations), “C”, 5%, 7/15/2030      60,000       64,500  
Cobb County, GA, Development Authority, Student Housing Rev. (Kennesaw State University Real Estate Foundations), “C”, 5%, 7/15/2033      105,000       111,609  
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5%, 3/15/2022      830,000       894,922  
Georgia Main Street Natural Gas, Inc., Gas Project Rev., “A”, 5.5%, 9/15/2028      430,000       506,321  
Marietta, GA, Development Facilities Authority Rev. (Life University, Inc. Project), “A”, 5%, 11/01/2037      155,000       160,630  
Marietta, GA, Development Facilities Authority Rev. (Life University, Inc. Project), “A”, 5%, 11/01/2047      110,000       113,019  
    

 

 

 
             $ 2,981,873  
Guam - 0.6%                 
Guam Government Department of Education (John F. Kennedy High School), “A”, COP, 6.625%, 12/01/2030    $ 245,000     $ 249,483  
Guam Government Department of Education (John F. Kennedy High School), “A”, COP, 6.875%, 12/01/2040      630,000       645,328  
Guam Government, “A”, 7%, 11/15/2039 (Prerefunded 11/15/2019)      110,000       115,187  
    

 

 

 
             $ 1,009,998  
Hawaii - 1.1%                 
Hawaii Department of Budget & Finance, Special Purpose Rev. (15 Craigside Project), “A”, 8.75%, 11/15/2029 (Prerefunded 11/15/2019)    $ 100,000     $ 106,251  
Hawaii Department of Budget & Finance, Special Purpose Rev. (15 Craigside Project), “A”, 9%, 11/15/2044 (Prerefunded 11/15/2019)      180,000       191,813  
Hawaii Department of Budget & Finance, Special Purpose Rev. (Chaminade University), 5%, 1/01/2030      150,000       150,384  
Hawaii Department of Budget & Finance, Special Purpose Rev. (Chaminade University), 5%, 1/01/2045      125,000       116,883  
Hawaii Department of Budget & Finance, Special Purpose Rev. (Hawaiian Electric Co. & Subsidiary), 6.5%, 7/01/2039      950,000       971,755  
State of Hawaii, “DZ”, 5%, 12/01/2031 (Prerefunded 12/01/2021)      160,000       173,192  
State of Hawaii, “DZ”, 5%, 12/01/2031 (Prerefunded 12/01/2021)      95,000       103,121  
    

 

 

 
             $ 1,813,399  

 

21


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Idaho - 1.4%                 
Idaho Health Facilities Authority Rev. (IHC Hospitals, Inc.), ETM, 6.65%, 2/15/2021    $ 1,750,000     $ 1,922,410  
Idaho Health Facilities Authority Rev. (Madison Memorial Hospital Project), 5%, 9/01/2037      50,000       52,243  
Idaho Health Facilities Authority Rev. (St. Luke’s Health System Project), “A”, 4%, 3/01/2038      230,000       226,352  
Idaho Housing and Finance Association Nonprofit Facilities Rev. (Compass Public Charter School, Inc. Project), “A”, 6%, 7/01/2049      100,000       102,630  
    

 

 

 
             $ 2,303,635  
Illinois - 17.0%                 
Bolingbrook, IL, Sales Tax Rev., 6.25%, 1/01/2024    $ 545,000     $ 533,986  
Chicago, IL, “A”, 5.25%, 1/01/2028      40,000       42,050  
Chicago, IL, “A”, 5%, 1/01/2036      130,000       132,561  
Chicago, IL, “A”, AGM, 5%, 1/01/2027      25,000       25,174  
Chicago, IL, “A”, AGM, 5%, 1/01/2028 (Prerefunded 1/01/2020)      560,000       574,084  
Chicago, IL, “A”, AGM, 4.75%, 1/01/2030      30,000       30,098  
Chicago, IL, “A”, AGM, 4.625%, 1/01/2031      40,000       40,125  
Chicago, IL, “A”, AGM, 5%, 1/01/2037      390,000       392,660  
Chicago, IL, “C”, NATL, 5%, 1/01/2029      15,000       15,037  
Chicago, IL, “D”, 5.5%, 1/01/2033      110,000       116,205  
Chicago, IL, Board of Education (School Reform), “A”, NATL, 5.25%, 12/01/2023      625,000       671,844  
Chicago, IL, Board of Education (School Reform), Capital Appreciation, “B-1”, NATL, 0%, 12/01/2019      80,000       77,847  
Chicago, IL, Board of Education (School Reform), Capital Appreciation, “B-1”, NATL, 0%, 12/01/2028      315,000       204,114  
Chicago, IL, Board of Education, Dedicated Capital Improvement Tax Bond, 5%, 4/01/2046      105,000       110,242  
Chicago, IL, Board of Education, Dedicated Capital Improvement Tax Bond, 6%, 4/01/2046      1,225,000       1,385,830  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “C”, AGM, 5%, 12/01/2030      215,000       236,049  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “C”, AGM, 5%, 12/01/2031      410,000       448,716  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Dedicated Rev., “C”, AGM, 5%, 12/01/2032      350,000       382,441  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, 7%, 12/01/2046      405,000       467,848  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, AGM, 5%, 12/01/2029      140,000       154,840  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “A”, AGM, 5%, 12/01/2035      135,000       145,568  

 

22


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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 Refunding Dedicated Rev., “G”, 5%, 12/01/2034    $ 315,000     $ 319,095  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “H”, 5%, 12/01/2036      475,000       479,451  
Chicago, IL, Board of Education, Unlimited Tax General Obligation Refunding Dedicated Rev., “H”, 5%, 12/01/2046      305,000       298,699  
Chicago, IL, General Obligation, “A”, 6%, 1/01/2038      340,000       376,866  
Chicago, IL, Greater Chicago Metropolitan Water Reclamation District, “C”, 5%, 12/01/2030      1,000,000       1,064,450  
Chicago, IL, O’Hare International Airport Rev., Special Facilities, 5%, 7/01/2033      435,000       479,866  
Chicago, IL, O’Hare International Airport Rev., Special Facilities, 5%, 7/01/2038      380,000       411,859  
Chicago, IL, O’Hare International Airport Rev., Special Facilities, 5%, 7/01/2048      310,000       331,396  
Chicago, IL, O’Hare International Airport Rev., Customer Facility Charge, AGM, 5.25%, 1/01/2032      95,000       103,967  
Chicago, IL, O’Hare International Airport Rev., Customer Facility Charge, AGM, 5.25%, 1/01/2033      50,000       54,619  
Chicago, IL, O’Hare International Airport Rev., Customer Facility Charge, AGM, 5.5%, 1/01/2043      190,000       207,987  
Chicago, IL, Transit Authority Sales Tax Receipts Rev., 5.25%, 12/01/2029      215,000       228,672  
Chicago, IL, Transit Authority Sales Tax Receipts Rev., 5.25%, 12/01/2030      430,000       456,836  
Chicago, IL, Transit Authority Sales Tax Receipts Rev., 5.25%, 12/01/2031      80,000       84,898  
Cook County, IL, 5%, 11/15/2034      50,000       54,368  
Cook County, IL, 5%, 11/15/2035      180,000       195,206  
Cook County, IL, Community College District 508 (City Colleges), BAM, 5%, 12/01/2047      580,000       613,112  
Du Page County, IL, Special Service Area No. 31 Special Tax (Monarch Landing Project), 5.625%, 3/01/2036      227,000       227,068  
Illinois Finance Authority Rev. (Edward-Elmhurst Healthcare), “A”, 5%, 1/01/2034      165,000       178,680  
Illinois Finance Authority Rev. (Edward-Elmhurst Healthcare), “A”, 5%, 1/01/2035      165,000       177,738  
Illinois Finance Authority Rev. (Evangelical Retirement Homes of Greater Chicago, Inc.), 7.25%, 2/15/2045 (Prerefunded 2/15/2020)      1,050,000       1,113,556  
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 4.75%, 5/15/2033      245,000       245,772  
Illinois Finance Authority Rev. (Franciscan Communities, Inc.), “A”, 5.125%, 5/15/2043      265,000       269,677  

 

23


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Illinois - continued                 
Illinois Finance Authority Rev. (Lutheran Home & Services), 5.5%, 5/15/2027    $ 35,000     $ 36,354  
Illinois Finance Authority Rev. (Lutheran Home & Services), 5.625%, 5/15/2042      260,000       264,586  
Illinois Finance Authority Rev. (Presence Health Network), “A”, 7.75%, 8/15/2034 (Prerefunded 8/15/2019)      615,000       639,292  
Illinois Finance Authority Rev. (Presence Health Network), “C”, 5%, 2/15/2036      195,000       216,544  
Illinois Finance Authority Rev. (Presence Health Network), “C”, 4%, 2/15/2041      660,000       650,126  
Illinois Finance Authority Rev. (Presence Health Network), “C”, 5%, 2/15/2041      400,000       437,552  
Illinois Finance Authority Rev. (Rehabilitation Institute of Chicago), “A”, 6%, 7/01/2043      255,000       277,904  
Illinois Finance Authority Rev. (Roosevelt University Project), 6.25%, 4/01/2029      590,000       610,691  
Illinois Finance Authority Rev. (Rosalind Franklin University), “A”, 5%, 8/01/2042      45,000       47,756  
Illinois Finance Authority Rev. (Rosalind Franklin University), “A”, 5%, 8/01/2047      65,000       68,642  
Illinois Finance Authority Rev. (Rosalind Franklin University, Research Building Project), “C”, 5%, 8/01/2046      50,000       52,876  
Illinois Finance Authority Rev. (Rosalind Franklin University, Research Building Project), “C”, 5%, 8/01/2049      70,000       73,766  
Illinois Finance Authority Rev. (Silver Cross Hospital & Medical Centers), 6.875%, 8/15/2038 (Prerefunded 8/15/2019)      615,000       635,762  
Illinois Finance Authority Rev. (Silver Cross Hospital & Medical Centers), “C”, 5%, 8/15/2035      530,000       569,299  
Illinois Finance Authority Rev. (Southern Illinois Healthcare Enterprises, Inc.), “C”, 5%, 3/01/2034      5,000       5,471  
Illinois Finance Authority Rev., Friendship Village of Schaumburg, 5%, 2/15/2037      805,000       736,511  
Illinois Finance Authority Student Housing and Academic Facility Rev. (CHF-Chicago, LLC-University of Illinois at Chicago Project), “A”, 5%, 2/15/2037      30,000       31,799  
Illinois Finance Authority Student Housing and Academic Facility Rev. (CHF-Chicago, LLC-University of Illinois at Chicago Project), “A”, 5%, 2/15/2047      60,000       62,928  
Illinois Finance Authority Student Housing and Academic Facility Rev. (CHF-Chicago, LLC-University of Illinois at Chicago Project), “A”, 5%, 2/15/2050      25,000       26,128  
Illinois Finance Authority Student Housing Rev. (Northern Illinois University Project), 6.625%, 10/01/2031      785,000       834,942  

 

24


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Illinois - continued                 
Illinois Railsplitter Tobacco Settlement Authority Rev., 6%, 6/01/2028 (Prerefunded 6/01/2021)    $ 1,710,000     $ 1,868,449  
Lincolnshire, IL, Special Service Area No. 1 (Sedgebrook Project), 6.25%, 3/01/2034      365,000       365,602  
Metropolitan Pier & Exposition Authority Refunding Bonds (McCormick Place Expansion Project), “B-1”, Capital Appreciation, AGM, 0%, 6/15/2047      1,650,000       420,436  
Metropolitan Pier & Exposition Authority Refunding Bonds (McCormick Place Expansion Project), “A”, Capital Appreciation, AGM, 0%, 6/15/2026      195,000       145,893  
Romeoville, IL, Rev. (Lewis University Project), “A”, 5%, 10/01/2042      165,000       171,235  
Romeoville, IL, Rev. (Lewis University Project), “B”, 5%, 10/01/2039      90,000       93,755  
Romeoville, IL, Rev. (Lewis University Project), “B”, 4.125%, 10/01/2041      60,000       56,399  
Romeoville, IL, Rev. (Lewis University Project), “B”, 4.125%, 10/01/2046      70,000       64,704  
State of Illinois, 5%, 6/01/2020      335,000       344,849  
State of Illinois, 5%, 11/01/2027      585,000       619,462  
State of Illinois, 4.125%, 11/01/2031      115,000       109,831  
State of Illinois, 4.5%, 11/01/2039      160,000       153,702  
State of Illinois, AGM, 5%, 2/01/2027      145,000       157,315  
State of Illinois, NATL, 6%, 11/01/2026      405,000       457,982  
State of Illinois, “D”, 5%, 11/01/2028      570,000       600,974  
University of Illinois Rev. (Auxiliary Facilities Systems), “A”, 5.125%, 4/01/2029 (Prerefunded 4/01/2019)      1,370,000       1,384,152  
Upper Illinois River Valley Development Authority Multifamily Housing Rev. (Prairie View and Timber Oaks Apartments), 5%, 12/01/2043      245,000       244,304  
    

 

 

 
             $ 27,699,130  
Indiana - 2.3%                 
Indiana Finance Authority Health Facilities Rev. (Baptist Healthcare System Obligated Group), 5%, 8/15/2051    $ 235,000     $ 243,314  
Indiana Finance Authority Rev. (BHI Senior Living), “A”, 6%, 11/15/2041      350,000       387,915  
Indiana Finance Authority Rev. (Marquette Project), “A”, 5%, 3/01/2030      50,000       52,622  
Indiana Finance Authority Rev. (Marquette Project), “A”, 5%, 3/01/2039      125,000       129,391  
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “A”, 5%, 7/01/2035      235,000       247,641  
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “A”, 5%, 7/01/2040      590,000       618,450  

 

25


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Indiana - continued                 
Indiana Finance Authority Rev. (Ohio River Bridges East End Crossing Project), “A”, 5%, 7/01/2044    $ 155,000     $ 162,011  
Knox County, IN, Economic Development Rev. (Good Samaritan Hospital), “A”, 5%, 4/01/2042      130,000       133,028  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2032      35,000       39,142  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2033      25,000       27,818  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2035      35,000       38,625  
Lake County, IN, Hammond Multi-School Building Corp., 5%, 7/15/2038      100,000       109,368  
University of Southern Indiana Rev. (Student Fee), “J”, ASSD GTY, 5.75%, 10/01/2028 (Prerefunded 10/01/2019)      370,000       381,625  
Valparaiso, IN, Exempt Facilities Rev. (Pratt Paper LLC Project), 6.75%, 1/01/2034      325,000       370,633  
Valparaiso, IN, Exempt Facilities Rev. (Pratt Paper LLC Project), 7%, 1/01/2044      750,000       859,425  
    

 

 

 
             $ 3,801,008  
Iowa - 0.4%                 
Iowa Student Loan Liquidity Corp. Rev., “A”, 3.75%, 12/01/2033    $ 330,000     $ 322,453  
Iowa Student Loan Liquidity Corp. Rev., “A-1”, 4.625%, 12/01/2019      70,000       71,181  
Iowa Student Loan Liquidity Corp. Rev., “A-1”, 4.875%, 12/01/2020      15,000       15,388  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.5%, 12/01/2025      55,000       56,845  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.6%, 12/01/2026      55,000       56,837  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.7%, 12/01/2027      10,000       10,328  
Iowa Student Loan Liquidity Corp. Rev., “A-2”, 5.75%, 12/01/2028      100,000       103,217  
    

 

 

 
             $ 636,249  
Kansas - 1.1%                 
Coffeyville, KS, Electric Utility System Rev., “B”, NATL, 5%, 6/01/2038    $ 300,000     $ 322,518  
Coffeyville, KS, Electric Utility System Rev., “B”, NATL, 5%, 6/01/2042      100,000       107,746  
Hutchinson, KS, Hospital Facilities Rev. (Hutchinson Regional     
Medical Center, Inc.), 5%, 12/01/2036      50,000       52,598  
Hutchinson, KS, Hospital Facilities Rev. (Hutchinson Regional     
Medical Center, Inc.), 5%, 12/01/2041      50,000       51,920  
Lenexa, KS, Health Care Facility Rev. (Lakeview Village, Inc.), “A”, 5%, 5/15/2030      55,000       58,093  
Lenexa, KS, Health Care Facility Rev. (Lakeview Village, Inc.), “A”, 5%, 5/15/2032      50,000       52,376  

 

26


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Kansas - continued                 
Lenexa, KS, Health Care Facility Rev. (Lakeview Village, Inc.), “A”, 5%, 5/15/2039    $ 65,000     $ 66,174  
Wichita, KS, Health Care Facilities Rev. (Kansas Masonic Home), “II-A”, 5%, 12/01/2031      35,000       35,623  
Wichita, KS, Health Care Facilities Rev. (Presbyterian Manors, Inc.), “A”, 6.375%, 5/15/2043      200,000       211,736  
Wichita, KS, Health Care Facilities Rev. (Presbyterian Manors, Inc.), “I”, 5%, 5/15/2047      195,000       196,162  
Wichita, KS, Sales Tax Special Obligations Rev. (K-96 Greenwich Star Bond Project), 3%, 9/01/2023      100,000       99,472  
Wichita, KS, Sales Tax Special Obligations Rev. (K-96 Greenwich Star Bond Project), 4.2%, 9/01/2027      190,000       188,343  
Wyandotte County, KS, Unified Government Community Improvement District Sales Tax Rev. (Legends Apartments Garage & West Lawn Project), 4.5%, 6/01/2040      80,000       77,850  
Wyandotte County/Kansas City, KS, Unified Government Utility System Improvement Rev., “A”, 5%, 9/01/2044      255,000       277,272  
    

 

 

 
             $ 1,797,883  
Kentucky - 2.4%                 
Commonwealth of Kentucky State Property & Buildings Commission Rev. (Project No. 119), BAM, 5%, 5/01/2032    $ 50,000     $ 56,345  
Commonwealth of Kentucky State Property & Buildings Commission Rev. (Project No. 119), BAM, 5%, 5/01/2033      45,000       50,487  
Commonwealth of Kentucky State Property & Buildings Commission Rev. (Project No. 119), BAM, 5%, 5/01/2034      55,000       61,450  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Baptist Life Communities Project), “A”, 6.25%, 11/15/2046      355,000       338,358  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Baptist Life Communities Project), “A”, 6.375%, 11/15/2051      340,000       324,506  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Masonic Homes of Kentucky, Inc.), 5.375%, 11/15/2042      225,000       230,897  
Kentucky Economic Development Finance Authority Healthcare Facilities Rev. (Masonic Homes of Kentucky, Inc.), 5.5%, 11/15/2045      95,000       97,775  
Kentucky Economic Development Finance Authority Hospital Rev. (Baptist Healthcare System), “B”, 5%, 8/15/2037      40,000       42,190  
Kentucky Economic Development Finance Authority Hospital Rev. (Baptist Healthcare System), “B”, 5%, 8/15/2041      315,000       328,832  
Kentucky Economic Development Finance Authority Hospital Rev. (Baptist Healthcare System), “B”, 5%, 8/15/2046      205,000       213,058  

 

27


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Kentucky - continued                 
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5%, 6/01/2037    $ 160,000     $ 167,280  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5%, 6/01/2041      105,000       108,890  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5.25%, 6/01/2041      80,000       84,076  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Health, Inc.), “A”, 5%, 6/01/2045      135,000       139,726  
Kentucky Economic Development Finance Authority Hospital Rev. (Owensboro Medical Health System, Inc.), “A”, 6.375%, 6/01/2040 (Prerefunded 6/01/2020)      735,000       781,687  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - The Meadow Project and Grove Pointe Project), “A”, 5%, 5/15/2036      140,000       144,028  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - The Meadow Project and Grove Pointe Project), “A”, 5%, 5/15/2046      395,000       401,620  
Kentucky Economic Development Finance Authority Rev. (Masonic Home Independent Living II, Inc. - The Meadow Project and Grove Pointe Project), “A”, 5%, 5/15/2051      100,000       101,362  
Owen County, KY, Waterworks System Rev. (American Water Co. Project), “A”, 6.25%, 6/01/2039      260,000       265,424  
    

 

 

 
             $ 3,937,991  
Louisiana - 3.7%                 
Jefferson Parish, LA, Hospital Service District No. 2 Hospital Rev. (East Jefferson General Hospital), 6.25%, 7/01/2031    $ 380,000     $ 373,897  
Jefferson Parish, LA, Hospital Service District No. 2 Hospital Rev. (East Jefferson General Hospital), 6.375%, 7/01/2041      240,000       230,856  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Cameron Parish, Louisiana Gomesa Project), 5.65%, 11/01/2037      100,000       100,976  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (CDF Healthcare), “A”, 5.625%, 6/01/2045      610,000       611,806  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (St. James Place of Baton Rouge Project), “A”, 6%, 11/15/2035      105,000       112,302  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (St. James Place of Baton Rouge Project), “A”, 6.25%, 11/15/2045      420,000       452,777  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Tangipahoa Parish, Louisiana Gomesa Project), 5.375%, 11/01/2038      115,000       115,036  

 

28


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Louisiana - continued                 
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Terrebonne Parish, Louisiana Gomesa Project), 5.5%, 11/01/2039    $ 105,000     $ 105,795  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Westside Rehab Center Project), “A”, 6.125%, 2/01/2037      240,000       246,559  
Louisiana Local Government, Environmental Facilities & Community Development Authority Rev. (Westside Rehab Center Project), “A”, 6.25%, 2/01/2047      185,000       189,956  
Louisiana Military Department Custody Receipts, 5%, 8/01/2024      1,500,000       1,507,515  
Louisiana Public Facilities Authority Hospital Rev. (Lake Charles Memorial Hospital), 6.375%, 12/01/2034      775,000       803,132  
New Orleans, LA, Sewerage Service Rev., 5%, 12/01/2040      80,000       86,762  
New Orleans, LA, Sewerage Service Rev., 5%, 6/01/2045      220,000       235,990  
New Orleans, LA, Sewerage Service Rev., 5%, 12/01/2045      95,000       102,059  
St. Charles Parish, LA, Gulf Zone Opportunity Zone Rev. (Valero Energy Corp.), 4%, 12/01/2040 (Put Date 6/01/2022)      760,000       790,651  
    

 

 

 
             $ 6,066,069  
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)    $ 160,000     $ 157,856  
Maine Finance Authority Solid Waste Disposal Rev. (Casella Waste Systems, Inc.), “R-3”, 5.25%, 1/01/2025      365,000       384,349  
    

 

 

 
             $ 542,205  
Maryland - 1.8%                 
Baltimore, MD, Convention Center Hotel Rev., 5%, 9/01/2039    $ 115,000     $ 121,322  
Baltimore, MD, Convention Center Hotel Rev., 5%, 9/01/2042      100,000       104,901  
Baltimore, MD, Convention Center Hotel Rev., 5%, 9/01/2046      165,000       172,597  
Howard County, MD, Special Obligation (Downtown Columbia Project), “A”, 4.5%, 2/15/2047      145,000       142,039  
Maryland Economic Development Corp. Rev. (Port America Chesapeake Terminal Project), “B”, 5.375%, 6/01/2025 (Prerefunded 6/01/2020)      125,000       131,301  
Maryland Economic Development Corp., Subordinate Parking Facilities Rev. (Baltimore City Project), “C”, 4%, 6/01/2038      10,000       9,607  
Maryland Economic Development Corp., Subordinate Parking Facilities Rev. (Baltimore City Project), “C”, 4%, 6/01/2048      30,000       28,254  
Maryland Economic Development Corp., Subordinate Parking Facilities Rev. (Baltimore City Project), “C”, 4%, 6/01/2058      120,000       107,545  
Maryland Health & Higher Educational Facilities Authority Rev. (Adventist Healthcare Issue), “A”, 5.5%, 1/01/2036      190,000       213,041  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Maryland - continued                 
Maryland Health & Higher Educational Facilities Authority Rev. (Anne Arundel Health System, Inc.), “A”, 6.75%, 7/01/2039 (Prerefunded 7/01/2019)    $ 945,000     $ 970,902  
Maryland Health & Higher Educational Facilities Authority Rev. (Doctors Community Hospital), “A”, 5%, 7/01/2033      115,000       124,934  
Maryland Health & Higher Educational Facilities Authority Rev. (Doctors Community Hospital), “A”, 5%, 7/01/2034      70,000       75,711  
Maryland Health & Higher Educational Facilities Authority Rev. (Doctors Community Hospital), “A”, 5%, 7/01/2038      315,000       336,407  
Prince George’s County, MD, Special Obligation Bonds (Westphalia Town Center Project), 5.25%, 7/01/2048      100,000       98,082  
Rockville, MD, Mayor & Council Economic Development Refunding Rev. (Ingleside at King Farm Project), “A-1”, 5%, 11/01/2037      45,000       46,535  
Rockville, MD, Mayor & Council Economic Development Rev. (Ingleside at King Farm Project), “B”, 5%, 11/01/2042      85,000       87,208  
Rockville, MD, Mayor & Council Economic Development Rev. (Ingleside at King Farm Project), “B”, 5%, 11/01/2047      90,000       92,009  
    

 

 

 
             $ 2,862,395  
Massachusetts - 4.3%                 
Boston, MA, Metropolitan Transit Parking Corp., Systemwide Parking Rev., 5.25%, 7/01/2036    $ 370,000     $ 393,406  
Massachusetts Development Finance Agency Rev. (Adventcare), “A”, 6.75%, 10/15/2037      895,000       896,011  
Massachusetts Development Finance Agency Rev. (Linden Ponds, Inc.), “A-1”, 6.25%, 11/15/2031      168,995       177,994  
Massachusetts Development Finance Agency Rev. (Linden Ponds, Inc.), “A-1”, 6.25%, 11/15/2039      42,309       44,562  
Massachusetts Development Finance Agency Rev. (Linden Ponds, Inc.), Capital Appreciation, “B”, 0%, 11/15/2056      56,165       10,493  
Massachusetts Development Finance Agency Rev. (Newbridge On The Charles, Inc.), 5%, 10/01/2047      100,000       101,131  
Massachusetts Development Finance Agency Rev. (Newbridge On The Charles, Inc.), 5%, 10/01/2057      255,000       256,066  
Massachusetts Development Finance Agency Rev. (North Hill Communities), “A”, 6.25%, 11/15/2033 (Prerefunded 11/15/2023)      100,000       118,215  
Massachusetts Development Finance Agency Rev. (North Hill Communities), “A”, 6.5%, 11/15/2043 (Prerefunded 11/15/2023)      135,000       161,368  
Massachusetts Development Finance Agency Rev. (Suffolk University), 5%, 7/01/2033      40,000       43,975  
Massachusetts Development Finance Agency Rev. (Suffolk University), 5%, 7/01/2034      50,000       54,738  
Massachusetts Development Finance Agency Rev. (Suffolk University), 5%, 7/01/2035      25,000       27,273  

 

30


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Massachusetts - continued                 
Massachusetts Development Finance Agency Rev. (The Broad Institute, Inc.), “A”, 5.25%, 4/01/2037 (Prerefunded 4/01/2021)    $ 710,000     $ 761,475  
Massachusetts Development Finance Agency Rev. (Tufts Medical Center), “I”, 7.25%, 1/01/2032 (Prerefunded 1/01/2021)      330,000       363,756  
Massachusetts Development Finance Agency Rev. (Tufts Medical Center), “I”, 7.25%, 1/01/2032      225,000       247,426  
Massachusetts Development Finance Agency Rev. (UMass Memorial Health Care Obligated Group), “I”, 5%, 7/01/2036      145,000       157,370  
Massachusetts Development Finance Agency, Solid Waste Disposal Rev. (Dominion Energy Brayton), 5.75%, 12/01/2042 (Prerefunded 5/01/2019)      105,000       106,691  
Massachusetts Educational Financing Authority, Education Loan Rev, “A”, 4.25%, 1/01/2030      95,000       96,618  
Massachusetts Educational Financing Authority, Education Loan Rev, “A”, 4.25%, 1/01/2031      65,000       65,922  
Massachusetts Educational Financing Authority, Education Loan Rev., “Issue E”, “C”, 4.125%, 7/01/2046      405,000       391,894  
Massachusetts Educational Financing Authority, Education Loan Rev., “J”, 3.5%, 7/01/2033      835,000       811,770  
Massachusetts Health & Higher Educational Facilities Authority Refunding Bonds Rev. (Suffolk University), 6.25%, 7/01/2030 (Prerefunded 7/01/2019)      585,000       599,847  
Massachusetts Health & Higher Educational Facilities Authority Refunding Bonds Rev., Unrefunded Balance (Suffolk University), 6.25%, 7/01/2030      335,000       342,390  
Massachusetts Port Authority Special Facilities Rev. (ConRAC Project), “A”, 5.125%, 7/01/2041      50,000       52,791  
Massachusetts Port Authority Special Facilities Rev. (Delta Air Lines Project, Inc.), “A”, AAC, 5%, 1/01/2027      235,000       239,387  
Massachusetts School Building Authority, Dedicated Sales Tax Rev., “B”, 5%, 10/15/2032      490,000       524,903  
    

 

 

 
             $ 7,047,472  
Michigan - 3.6%                 
Detroit, MI, Downtown Development Authority Tax Increment Rev. (Catalyst Development), “A”, AGM, 5%, 7/01/2043    $ 120,000     $ 124,949  
Detroit, MI, Sewage Disposal System Rev., “B”, NATL, 5.5%, 7/01/2022      1,200,000       1,324,536  
Detroit, MI, Water & Sewerage Department, Senior Lien Sewage Disposal System Rev., “A”, 5.25%, 7/01/2039      730,000       778,888  
Detroit, MI, Water Supply System Rev., Senior Lien, “A”, 5%, 7/01/2036      35,000       36,547  
Detroit, MI, Water Supply System Rev., Senior Lien, “C”, 5%, 7/01/2041      50,000       52,084  

 

31


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Michigan - continued                 
Eastern Michigan University Board of Regents, General Rev., “A”, 4%, 3/01/2047    $ 565,000     $ 558,762  
Michigan Finance Authority Hospital Rev. (Beaumont Health Credit Group), “A”, 5%, 8/01/2033      125,000       136,460  
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      80,000       87,486  
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      180,000       195,815  
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      115,000       124,620  
Michigan Finance Authority Local Government Loan Program Rev. (Detroit Water and Sewerage Department Water Supply System Rev. Refunding Second Lien Local Project), “D-2”, 5%, 7/01/2034      75,000       81,728  
Michigan Finance Authority Rev. (Trinity Health Corp.), 5%, 12/01/2035      1,250,000       1,328,712  
Michigan Strategic Fund Ltd. (Canterbury Health Care, Inc.), 5%, 7/01/2046      110,000       110,065  
Waterford Township, MI, Economic Development Corp. (Canterbury Health Care, Inc.), “A”, 5%, 7/01/2046      135,000       135,080  
Waterford Township, MI, Economic Development Corp. (Canterbury Health Care, Inc.), “A”, 5%, 7/01/2051      135,000       134,135  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “B”, 5%, 12/01/2044      45,000       49,365  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “B”, BAM, 5%, 12/01/2039      50,000       55,367  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “C”, 5%, 12/01/2039      40,000       43,607  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “C”, 5%, 12/01/2044      110,000       119,607  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “D”, 5%, 12/01/2031      190,000       214,071  
Wayne County, MI, Airport Authority Rev. (Detroit Metropolitan Wayne County Airport), “D”, 5%, 12/01/2032      200,000       224,480  
    

 

 

 
             $ 5,916,364  
Minnesota - 0.4%                 
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 4.25%, 2/15/2043    $ 110,000     $ 107,874  
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 5%, 2/15/2043      200,000       214,774  

 

32


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Minnesota - continued                 
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 4.25%, 2/15/2048    $ 110,000     $ 106,768  
Duluth, MN, Economic Development Authority, Health Care Facilities Rev. (Essentia Health), “A”, 5%, 2/15/2048      155,000       165,222  
Minneapolis & St. Paul, MN, Housing Authority Rev. (City Living), “A-2”, GNMA, 5%, 12/01/2038      12,507       12,510  
St. Paul, MN, Housing & Redevelopment Authority Charter School Lease Rev. (Great River School Project), “A”, 5.5%, 7/01/2052      100,000       99,843  
    

 

 

 
             $ 706,991  
Mississippi - 1.9%                 
Mississippi Business Finance Corp., Pollution Control Rev. (Systems Energy Resources Project), 5.875%, 4/01/2022    $ 1,240,000     $ 1,242,306  
Mississippi Development Bank Special Obligation (Magnolia Regional Health Center Project), “A”, 6.25%, 10/01/2026      80,000       83,406  
Mississippi Development Bank Special Obligation (Magnolia Regional Health Center Project), “A”, 6.5%, 10/01/2031      120,000       125,063  
Mississippi Hospital Equipment & Facilities Authority Rev. (Baptist Memorial Healthcare), “A”, 5%, 9/01/2022      175,000       187,994  
Mississippi Hospital Equipment & Facilities Authority Rev. (Baptist Memorial Healthcare), “A”, 5%, 9/01/2023      455,000       495,295  
Mississippi State University, Educational Building Corp. Rev. (Residence Hall Construction and Refunding Project), 5%, 8/01/2036 (Prerefunded 8/01/2021)      560,000       602,969  
University of Southern Mississippi Educational Building Corp. Rev. (Campus Facilities Project), 5.25%, 9/01/2032 (Prerefunded 9/01/2019)      275,000       281,889  
University of Southern Mississippi Educational Building Corp. Rev. (Campus Facilities Project), 5.375%, 9/01/2036 (Prerefunded 9/01/2019)      100,000       102,597  
    

 

 

 
             $ 3,121,519  
Missouri - 1.3%                 
Grundy County, MO, Industrial Development Authority Health Facilities Rev. (Wright Memorial Hospital), 6.125%, 9/01/2025    $ 80,000     $ 81,174  
Kansas City, MO, Land Clearance for Redevelopment Authority Rev. (Convention Center Hotel Project - TIF Financing), “B”, 5%, 2/01/2040      100,000       101,280  
Kansas City, MO, Land Clearance for Redevelopment Authority Rev. (Convention Center Hotel Project - TIF Financing), “B”, 5%, 2/01/2050      280,000       277,783  
St. Louis County, MO, Industrial Development Authority Health Facilities Rev. (Nazareth Living Center), “A”, 5%, 8/15/2030      45,000       46,260  

 

33


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Missouri - continued                 
St. Louis County, MO, Industrial Development Authority Health Facilities Rev. (Nazareth Living Center), “A”, 5%, 8/15/2035    $ 35,000     $ 35,475  
St. Louis County, MO, Industrial Development Authority Health Facilities Rev. (Nazareth Living Center), “A”, 5.125%, 8/15/2045      80,000       81,011  
St. Louis, MO, Industrial Development Authority Financing Rev. (Ballpark Village Development Project), “A”, 3.875%, 11/15/2029      65,000       64,626  
St. Louis, MO, Industrial Development Authority Financing Rev. (Ballpark Village Development Project), “A”, 4.375%, 11/15/2035      125,000       125,373  
St. Louis, MO, Industrial Development Authority Financing Rev. (Ballpark Village Development Project), “A”, 4.75%, 11/15/2047      255,000       256,336  
St. Louis, MO, Industrial Development Authority Rev. (Friendship Village St. Louis Obligated Group), “A”, 5.25%, 9/01/2053      745,000       734,391  
St. Louis, MO, Industrial Development Authority Rev. (St. Andrew’s Resources for Seniors Obligated Group), “A”, 5.125%, 12/01/2045      230,000       235,492  
    

 

 

 
             $ 2,039,201  
Montana - 0.0%                 
Montana Board of Housing Single Family Program (Federally Insured or Guaranteed Mortgage Loans), “A”, 4%, 6/01/2049    $ 60,000     $ 62,921  
National - 0.6%                 
Centerline Capital Group, Inc., FHLMC, 6.3%, 10/31/2052 (Put Date 5/15/2019) (n)    $ 1,000,000     $ 1,016,910  
Nebraska - 0.3%                 
Central Plains Energy Project, NE, Gas Project Rev. (Project No.3), “A”, 5%, 9/01/2036    $ 135,000     $ 152,477  
Central Plains Energy Project, NE, Gas Project Rev. (Project No.3), “A”, 5%, 9/01/2042      265,000       301,117  
    

 

 

 
             $ 453,594  
Nevada - 1.3%                 
Director of the State of Nevada, Department of Business and Industry, Charter School Lease Rev. (Somerset Academy), “A”, 5.125%, 12/15/2045    $ 195,000     $ 195,624  
Director of the State of Nevada, Department of Business and Industry, Charter School Lease Rev. (Somerset Academy), “A”, 5%, 12/15/2048      115,000       113,241  
Las Vegas Valley, NV, Water District, “C”, 5%, 6/01/2029      1,175,000       1,251,093  
Nevada Department of Business & Industry Charter School Rev. (Doral Academy of Nevada), “A”, 5%, 7/15/2047      110,000       108,508  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 5%, 6/01/2033      5,000       5,617  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 5%, 6/01/2038      5,000       5,530  

 

34


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Nevada - continued                 
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 4%, 6/01/2048    $ 25,000     $ 24,613  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), “B”, AGM, 4.125%, 6/01/2058      35,000       34,544  
Reno, NV, Sales Tax Rev. (Retrac-Reno Transportation Rail Access Corridor Project), Capital Appreciation, “C”, 0%, 7/01/2058      3,000,000       321,810  
    

 

 

 
             $ 2,060,580  
New Hampshire - 1.0%                 
National Finance Authority, New Hampshire Resource Recovery Refunding Rev. (Covanta Project), “C”, 4.875%, 11/01/2042    $ 375,000     $ 360,896  
New Hampshire Business Finance Authority Rev. (Elliot Hospital Obligated Group), “A”, 6%, 10/01/2027 (Prerefunded 10/01/2019)      745,000       769,928  
New Hampshire Business Finance Authority, Solid Waste Disposal Rev. (Casella Waste Systems, Inc. Project), 4%, 4/01/2029 (Put Date 10/01/2019)      100,000       100,108  
New Hampshire Health & Education Facilities Authority Rev. (Memorial Hospital), 5.5%, 6/01/2031      150,000       167,692  
New Hampshire Health & Education Facilities Authority Rev. (Memorial Hospital), 5.5%, 6/01/2036      150,000       165,009  
    

 

 

 
             $ 1,563,633  
New Jersey - 5.1%                 
Atlantic City, NJ, Tax Appeal Refunding Bonds (Qualified Pursuant to the Provisions of the Municipal Qualified Bond Act), “A”, BAM, 5%, 3/01/2032    $ 25,000     $ 27,755  
Atlantic City, NJ, Tax Appeal Refunding Bonds (Qualified Pursuant to the Provisions of the Municipal Qualified Bond Act), “A”, BAM, 5%, 3/01/2037      30,000       32,647  
Atlantic City, NJ, Tax Appeal Refunding Bonds (Qualified Pursuant to the Provisions of the Municipal Qualified Bond Act), “A”, BAM, 5%, 3/01/2042      35,000       37,720  
New Jersey Building Authority Rev., Unrefunded Balance, “A”, BAM, 5%, 6/15/2029      35,000       39,057  
New Jersey Economic Development Authority Rev. (Kapkowski Road Landfill Project), 6.5%, 4/01/2031      1,195,000       1,325,171  
New Jersey Economic Development Authority Rev. (Lions Gate Project), 5%, 1/01/2034      40,000       39,416  
New Jersey Economic Development Authority Rev. (Lions Gate Project), 5.125%, 1/01/2039      110,000       108,034  
New Jersey Economic Development Authority Rev. (Lions Gate Project), 5.25%, 1/01/2044      285,000       281,466  

 

35


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New Jersey - continued                 
New Jersey Economic Development Authority Rev. (Provident Group - Rowan Properties LLC - Rowan University Student Housing Project), “A”, 5%, 1/01/2030    $ 100,000     $ 106,007  
New Jersey Economic Development Authority Rev. (Provident Group - Rowan Properties LLC - Rowan University Student Housing Project), “A”, 5%, 1/01/2035      125,000       130,581  
New Jersey Economic Development Authority Rev. (The Goethals Bridge Replacement Project), 5.5%, 1/01/2027      55,000       60,772  
New Jersey Economic Development Authority Rev. (The Goethals Bridge Replacement Project), 5%, 1/01/2028      55,000       59,228  
New Jersey Economic Development Authority Rev. (The Goethals Bridge Replacement Project), 5.375%, 1/01/2043      315,000       336,344  
New Jersey Economic Development Authority Rev. (The Goethals Bridge Replacement Project), AGM, 5%, 1/01/2031      160,000       172,456  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 4.875%, 9/15/2019      145,000       147,346  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 5.125%, 9/15/2023      455,000       487,005  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), 5.25%, 9/15/2029      640,000       689,357  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), “A”, 5.625%, 11/15/2030      135,000       150,876  
New Jersey Economic Development Authority, Special Facilities Rev. (Continental Airlines, Inc.), “B”, 5.625%, 11/15/2030      120,000       134,112  
New Jersey Economic Development Authority, State Lease Rev. (Juvenile Justice Commission Facilities Project), “C”, 5%, 6/15/2042      235,000       243,056  
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Refunding Rev., “A”, 3.125%, 7/01/2029      115,000       112,669  
New Jersey Economic Development Motor Vehicle Surcharges Subordinate Refunding Rev., “A”, 5%, 7/01/2033      335,000       355,378  
New Jersey Health Care Facilities, Financing Authority Rev. (University Hospital), “A”, AGM, 5%, 7/01/2046      500,000       539,220  
New Jersey Tobacco Settlement Financing Corp., “B”, 5%, 6/01/2046      1,295,000       1,296,645  
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Rev., “A”, 5%, 6/15/2029      200,000       221,074  
New Jersey Transportation Trust Fund Authority, Federal Highway Reimbursement Rev., “A”, 5%, 6/15/2031      135,000       147,874  
New Jersey Transportation Trust Fund Authority, Transportation Program, “AA”, 5%, 6/15/2038      1,000,000       1,042,020  
    

 

 

 
             $ 8,323,286  
New York - 8.8%                 
Brooklyn, NY, Arena Local Development Corp. (Barclays Center Project), 6%, 7/15/2030 (Prerefunded 1/15/2020)    $ 155,000     $ 162,161  

 

36


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New York - continued                 
Buffalo & Erie County, NY, Industrial Land Development Corp. Rev. (Buffalo State College), “A”, 5.375%, 10/01/2041    $ 250,000     $ 266,538  
Build NYC Resource Corp. Rev. (Albert Einstein School of Medicine, Inc.), 5.5%, 9/01/2045      535,000       559,433  
Glen Cove, NY, Local Economic Assistance Corp. (Garvies Point Public Improvement Project), Capital Appreciation, “B”, 0%, 1/01/2045      440,000       104,500  
Hudson Yards, NY, Infrastructure Corp. Rev., “A”, 5.75%, 2/15/2047 (Prerefunded 2/15/2021)      300,000       324,462  
Hudson Yards, NY, Infrastructure Corp. Rev., “A”, Unrefunded Balance, 5.75%, 2/15/2047      180,000       192,704  
New Rochelle, NY, Corp. for Local Development Rev. (Iona College Project), “A”, 5%, 7/01/2034      85,000       91,703  
New Rochelle, NY, Corp. for Local Development Rev. (Iona College Project), “A”, 5%, 7/01/2040      205,000       218,206  
New Rochelle, NY, Corp. for Local Development Rev. (Iona College Project), “A”, 5%, 7/01/2045      105,000       111,451  
New York Dormitory Authority Rev., Non-State Supported Debt (Bronx-Lebanon Hospital Center), LOC, 6.5%, 8/15/2030 (Prerefunded 2/15/2019)      245,000       247,296  
New York Dormitory Authority Rev., Non-State Supported Debt (Bronx-Lebanon Hospital Center), LOC, 6.25%, 2/15/2035 (Prerefunded 2/15/2019)      150,000       151,335  
New York Dormitory Authority Rev., Non-State Supported Debt (Orange Regional Medical Center), 5%, 12/01/2040      100,000       106,094  
New York Dormitory Authority Rev., Non-State Supported Debt (Orange Regional Medical Center), “A”, 5%, 12/01/2035      100,000       107,651  
New York Dormitory Authority, State Personal Income Tax Rev., “C”, 5%, 3/15/2034      1,330,000       1,405,943  
New York Environmental Facilities Corp., Clean Drinking Water Revolving Funds, 5%, 6/15/2041      865,000       918,137  
New York Environmental Facilities Corp., State Revolving Funds Rev., “C”, 5%, 5/15/2041      1,195,000       1,266,055  
New York Liberty Development Corp., Liberty Rev. (3 World Trade Center Project), “1”, 5%, 11/15/2044      995,000       1,015,477  
New York Liberty Development Corp., Liberty Rev. (3 World Trade Center Project), “2”, 5.375%, 11/15/2040      505,000       527,286  
New York Liberty Development Corp., Liberty Rev. (One Bryant Park LLC), 6.375%, 7/15/2049      685,000       710,955  
New York Transportation Development Corp., Special Facilities Rev. (American Airlines, Inc. John F. Kennedy International Airport Project), 5%, 8/01/2026      435,000       452,979  
New York Transportation Development Corp., Special Facilities Rev. (American Airlines, Inc. John F. Kennedy International Airport Project), 5%, 8/01/2031      260,000       268,338  

 

37


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
New York - continued                 
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 5%, 1/01/2032    $ 310,000     $ 340,817  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 5%, 1/01/2033      180,000       197,023  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 5%, 1/01/2034      100,000       109,055  
New York Transportation Development Corp., Special Facilities Rev. (Delta Airlines, Inc. LaGuardia Airport Terminals C&D Redevelopment Project), 4%, 1/01/2036      100,000       99,385  
New York Urban Development Corp. (University Facilities Grants), 5.875%, 1/01/2021      1,000,000       1,049,850  
New York, NY, City Transitional Finance Authority Building Aid Rev., “S-3”, 5.25%, 1/15/2039      560,000       562,262  
Niagara County, NY, Industrial Development Agency, Solid Waste Disposal Rev. (Covanta Energy Project), “A”, 4.75%, 11/01/2042      335,000       321,124  
Onondaga, NY, Civic Development Corp. Rev. (St. Joseph’s Hospital Health Center), 5%, 7/01/2025 (Prerefunded 7/01/2019)      40,000       40,726  
Onondaga, NY, Civic Development Corp. Rev. (St. Joseph’s Hospital Health Center), 5.125%, 7/01/2031 (Prerefunded 7/01/2019)      35,000       35,660  
Onondaga, NY, Civic Development Corp. Rev. (St. Joseph’s Hospital Health Center), 5%, 7/01/2042 (Prerefunded 7/01/2022)      320,000       352,029  
Orange County, NY, Funding Corp. Assisted Living Residence Rev. (The Hamlet at Wallkill Assisted Living Project), 6.5%, 1/01/2046      240,000       245,395  
Port Authority of NY & NJ, Special Obligation Rev. (JFK International Air Terminal LLC), 6%, 12/01/2036      315,000       336,417  
Port Authority of NY & NJ, Special Obligation Rev. (JFK International Air Terminal LLC), 6%, 12/01/2042      360,000       383,245  
Tobacco Settlement Asset Securitization Corp., NY, “A”, 5%, 6/01/2034      70,000       75,363  
Tobacco Settlement Asset Securitization Corp., NY, “A”, 5%, 6/01/2035      35,000       37,499  
Tobacco Settlement Asset Securitization Corp., NY, “A”, 5%, 6/01/2041      230,000       234,623  
Ulster County, NY, Capital Resource Corp. Rev. (Woodland Pond at New Paltz Project), 4%, 9/15/2025      245,000       233,620  
Ulster County, NY, Capital Resource Corp. Rev. (Woodland Pond at New Paltz Project), 5%, 9/15/2037      500,000       460,465  
    

 

 

 
             $ 14,323,262  

 

38


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
North Carolina - 2.0%                 
Durham, NC, Durham Housing Authority Rev. (Magnolia Pointe Apartments), 5.65%, 2/01/2038    $ 1,279,331     $ 1,297,126  
New Hanover County, NC, Hospital Rev., AGM, 5.125%, 10/01/2031 (Prerefunded 10/01/2019)      1,130,000       1,159,380  
North Carolina Medical Care Commission, Health Care Facilities Rev. (Pennybyrn at Maryfield), 5%, 10/01/2025      70,000       75,222  
North Carolina Medical Care Commission, Health Care Facilities Rev. (Pennybyrn at Maryfield), 5%, 10/01/2030      85,000       88,299  
North Carolina Medical Care Commission, Health Care Facilities Rev. (Pennybyrn at Maryfield), 5%, 10/01/2035      55,000       56,648  
North Carolina Medical Care Commission, Retirement Facilities First Mortgage Rev. (United Church Homes and Services), “A”, 5%, 9/01/2037      95,000       98,443  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2042      40,000       42,617  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2047      80,000       84,913  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2051      165,000       174,690  
North Carolina Turnpike Authority, Monroe Expressway Toll Rev., “A”, 5%, 7/01/2054      70,000       74,018  
University of North Carolina, Greensboro, Rev., 5%, 4/01/2039      135,000       149,877  
    

 

 

 
             $ 3,301,233  
North Dakota - 0.1%                 
Country of Ward, ND, Health Care Facilities Rev. (Trinity Obligated Group), “C”, 5%, 6/01/2043    $ 150,000     $ 155,409  
Ohio - 7.7%                 
Bowling Green, OH, Student Housing Rev. (State University Project), 5.75%, 6/01/2031 (Prerefunded 6/01/2020)    $ 225,000     $ 237,407  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.125%, 6/01/2024      1,880,000       1,756,221  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.375%, 6/01/2024      830,000       783,055  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.875%, 6/01/2030      2,420,000       2,295,273  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 5.75%, 6/01/2034      635,000       593,153  
Buckeye, OH, Tobacco Settlement Financing Authority Rev., “A-2”, 6.5%, 6/01/2047      1,200,000       1,186,488  
Butler County, OH, Hospital Facilities Rev. (UC Health), 5.5%, 11/01/2040 (Prerefunded 11/01/2020)      250,000       265,813  

 

39


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Ohio - continued                 
Butler County, OH, Hospital Facilities Rev. (UC Health), 5.75%, 11/01/2040 (Prerefunded 11/01/2020)    $ 165,000     $ 176,205  
Butler County, OH, Hospital Facilities Rev., Unrefunded Balance, (UC Health), 5.5%, 11/01/2040 (Prerefunded 11/01/2020)      500,000       531,625  
Cuyahoga County, OH, Hospital Rev. (The Metrohealth System), 5%, 2/15/2042      265,000       275,499  
Cuyahoga County, OH, Hospital Rev. (The Metrohealth System), 4.75%, 2/15/2047      360,000       358,560  
Cuyahoga County, OH, Hospital Rev. (The Metrohealth System), 5.25%, 2/15/2047      375,000       392,100  
Cuyahoga County, OH, Hospital Rev. (The Metrohealth System), 5.5%, 2/15/2052      55,000       58,463  
Cuyahoga County, OH, Hospital Rev. (The Metrohealth System), 5%, 2/15/2057      190,000       191,490  
Cuyahoga County, OH, Hospital Rev. (The Metrohealth System), 5.5%, 2/15/2057      925,000       977,262  
Gallia County, OH, Hospital Facilities Rev. (Holzer Health Systems), “A”, 8%, 7/01/2042      935,000       1,013,802  
Lake County, OH, Hospital Facilities Rev., Unrefunded Balance, “C”, 5.625%, 8/15/2029      90,000       90,248  
Lucas County, OH, Hospital Rev. (Promedica Healthcare), “A”, 5.25%, 11/15/2048      90,000       95,068  
Ohio Air Quality Development Authority, Facilities Rev. (Pratt Paper LLC Project), 3.75%, 1/15/2028      100,000       99,007  
Ohio Air Quality Development Authority, Facilities Rev. (Pratt Paper LLC Project), 4.25%, 1/15/2038      125,000       122,906  
Ohio Air Quality Development Authority, Facilities Rev. (Pratt Paper LLC Project), 4.5%, 1/15/2048      170,000       170,119  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5.5%, 12/01/2029      45,000       48,823  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5.75%, 12/01/2032      380,000       403,659  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5%, 12/01/2035      120,000       124,129  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5%, 12/01/2043      145,000       145,177  
Southeastern Ohio Port Authority, Hospital Facilities Improvement Rev. (Memorial Health System Obligated Group Project), 5.5%, 12/01/2043      175,000       180,612  
    

 

 

 
             $ 12,572,164  

 

40


Table of Contents

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Oklahoma - 1.5%                 
Catoosa, OK, Industrial Authority Sales Tax Rev., 4%, 10/01/2028    $ 40,000     $ 39,550  
Oklahoma Development Finance Authority, First Mortgage Rev. (Sommerset Project), 5%, 7/01/2042      135,000       139,810  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5%, 8/15/2029      40,000       44,719  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5%, 8/15/2033      190,000       206,467  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5%, 8/15/2038      265,000       279,601  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5.25%, 8/15/2043      285,000       305,061  
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “B”, 5.25%, 8/15/2048      265,000       282,501  
Tulsa, OK, Airport Improvement Trust Rev., “A”, 5%, 6/01/2045      70,000       74,291  
Tulsa, OK, Municipal Airport Trust Rev. (American Airlines, Inc.), 5%, 6/01/2035 (Put Date 6/01/2025)      135,000       143,843  
Tulsa, OK, Municipal Airport Trust Rev. (American Airlines, Inc.), “B”, 5.5%, 6/01/2035      370,000       392,300  
Tulsa, OK, Municipal Airport Trust Rev. (American Airlines, Inc.), “B”, 5.5%, 12/01/2035      470,000       498,327  
    

 

 

 
             $ 2,406,470  
Oregon - 0.2%                 
Forest Grove, OR, Campus Improvement Rev. (Pacific University Project), “A”, 4.5%, 5/01/2029    $ 105,000     $ 109,614  
Forest Grove, OR, Campus Improvement Rev. (Pacific University Project), “A”, 5%, 5/01/2036      120,000       127,417  
Forest Grove, OR, Campus Improvement Rev. (Pacific University Project), “A”, 5%, 5/01/2040      135,000       140,655  
    

 

 

 
             $ 377,686  
Pennsylvania - 10.6%                 
Allegheny County, PA, Higher Education Building Authority Rev. (Robert Morris University), 5%, 10/15/2037    $ 15,000     $ 15,868  
Allegheny County, PA, Higher Education Building Authority Rev. (Robert Morris University), 5%, 10/15/2047      45,000       47,130  
Allegheny County, PA, Hospital Development Authority Rev. (University of Pittsburgh Medical Center), “A”, 5.375%, 8/15/2029      560,000       572,667  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Project), 5%, 5/01/2042      205,000       213,421  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev. (City Center Refunding Project), 5%, 5/01/2042      185,000       191,934  
Allentown, PA, Neighborhood Improvement Zone Development Authority Tax Rev., “A”, 5%, 5/01/2035      125,000       129,063  

 

41


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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., “A”, 5%, 5/01/2042    $ 535,000     $ 547,926  
Berks County, PA, Reading School District, AGM, 5%, 3/01/2035      30,000       33,446  
Berks County, PA, Reading School District, AGM, 5%, 3/01/2036      35,000       38,861  
Berks County, PA, Reading School District, AGM, 5%, 3/01/2037      30,000       33,219  
Berks County, PA, Reading School District, AGM, 5%, 3/01/2038      15,000       16,564  
Blythe Township, PA, Solid Waste Authority Rev., 7.75%, 12/01/2037      275,000       281,418  
Chester County, PA, Health & Education Facilities Authority Rev. (Simpson Senior Services Project), “A”, 5%, 12/01/2030      50,000       50,558  
Chester County, PA, Health & Education Facilities Authority Rev. (Simpson Senior Services Project), “A”, 5%, 12/01/2035      55,000       54,997  
Chester County, PA, Health & Education Facilities Authority Rev. (Simpson Senior Services Project), “A”, 5.25%, 12/01/2045      120,000       121,328  
Commonwealth of Pennsylvania, Tobacco Master Settlement Financing Authority Rev., 5%, 6/01/2032      85,000       94,931  
Commonwealth of Pennsylvania, Tobacco Master Settlement Financing Authority Rev., 5%, 6/01/2033      75,000       83,315  
Commonwealth of Pennsylvania, Tobacco Master Settlement Financing Authority Rev., 5%, 6/01/2034      35,000       38,732  
Cumberland County, PA, Municipal Authority Rev. (Asbury Atlantic, Inc.), 5.25%, 1/01/2041      355,000       359,097  
Cumberland County, PA, Municipal Authority Rev. (Diakon Lutheran Social Ministries Project), Unrefunded Balance, 6.125%, 1/01/2029      90,000       90,289  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2030      35,000       37,005  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2035      40,000       41,704  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2039      50,000       51,692  
East Hempfield Township, PA, Industrial Development Authority Rev. (Student Services, Inc., Student Housing Project at Millersville University of Pennsylvania), 5%, 7/01/2046      25,000       25,759  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2038      150,000       151,764  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2043      195,000       195,761  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2048      200,000       199,990  
Franklin County, PA, Industrial Development Authority Rev. (Menno-Haven, Inc. Project), 5%, 12/01/2053      195,000       193,405  

 

42


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Lancaster County, PA, Hospital Authority Health Center Rev. (Masonic Villages Project), 5%, 11/01/2027    $ 60,000     $ 66,284  
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), “A”, 5%, 12/01/2043      1,425,000       1,541,779  
Lehigh County, PA, Water and Sewer Authority Rev. (Allentown Concession), Capital Appreciation, “B”, 0%, 12/01/2037      1,200,000       532,920  
Luzerne County, PA, “A”, AGM, 5%, 11/15/2029      225,000       250,936  
Montgomery County, PA, Industrial Development Authority Retirement Community Rev. (ACTS Retirement - Life Communities, Inc.), 5%, 11/15/2028      440,000       464,468  
Montgomery County, PA, Industrial Development Authority Rev. (Albert Einstein Healthcare Network Issue), “A”, 5.25%, 1/15/2036      820,000       877,498  
Montgomery County, PA, Industrial Development Authority Rev. (Whitemarsh Continuing Care Retirement Community Project), 5.375%, 1/01/2050      1,180,000       1,152,943  
Moon Industrial Development Authority Rev. (Baptist Homes Society), 6.125%, 7/01/2050      325,000       340,255  
Northeastern PA, Hospital & Education Authority Rev. (Wilkes University Project), “A”, 5%, 3/01/2037      50,000       52,792  
Pennsylvania Economic Development Financing Authority Rev. (The Pennsylvania Rapid Bridge Replacement Project), 5%, 12/31/2030      130,000       140,001  
Pennsylvania Economic Development Financing Authority, Sewer Sludge Disposal Rev. (Philadelphia Biosolids Facility), 6.25%, 1/01/2032      325,000       334,789  
Pennsylvania Higher Educational Facilities Authority Rev. (Edinboro University Foundation), 5.8%, 7/01/2030 (Prerefunded 7/01/2020)      100,000       105,477  
Pennsylvania Higher Educational Facilities Authority Rev. (Shippensburg University Student Services, Inc. Housing Project), 6.25%, 10/01/2043 (Prerefunded 10/01/2021)      195,000       216,565  
Pennsylvania Higher Educational Facilities Authority Rev. (Shippensburg University Student Services, Inc. Housing Project), 5%, 10/01/2044 (Prerefunded 10/01/2022)      330,000       363,709  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.625%, 8/01/2036      100,000       100,146  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.25%, 8/01/2046      215,000       214,052  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.75%, 8/01/2046      325,000       323,632  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “A”, 5.375%, 8/01/2051      155,000       154,870  
Philadelphia, PA, Authority for Industrial Development Rev. (MaST Charter School Project), “B”, 6%, 8/01/2051      220,000       221,588  

 

43


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Philadelphia, PA, Authority for Industrial Development Rev. (Philadelphia Performing Arts Charter School Project), 6.5%, 6/15/2033    $ 290,000     $ 299,608  
Philadelphia, PA, Authority for Industrial Development Rev. (Philadelphia Performing Arts Charter School Project), 6.75%, 6/15/2043      390,000       402,597  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), 6.875%, 6/15/2033      100,000       107,432  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), 7.375%, 6/15/2043      145,000       157,582  
Philadelphia, PA, Authority for Industrial Development Rev. (Tacony Academy Charter School Project), “A-1”, 7%, 6/15/2043      120,000       128,617  
Philadelphia, PA, Authority for Industrial Development, Multifamily Housing Rev. (University Square Apartment Project - Section 8), “III”, 5.25%, 12/01/2047      180,000       164,479  
Philadelphia, PA, Authority for Industrial Development, Multifamily Housing Rev. (University Square Apartment Project - Section 8), “III”, 5.5%, 12/01/2058      260,000       237,455  
Philadelphia, PA, Authority for Industrial Development, Senior Living Facilities Rev. (Wesley Enhanced Living Obligated Group), “A”, 5%, 7/01/2037      130,000       131,440  
Philadelphia, PA, Authority for Industrial Development, Senior Living Facilities Rev. (Wesley Enhanced Living Obligated Group), “A”, 5%, 7/01/2042      150,000       150,513  
Philadelphia, PA, Authority for Industrial Development, Senior Living Facilities Rev. (Wesley Enhanced Living Obligated Group), “A”, 5%, 7/01/2049      215,000       214,323  
Philadelphia, PA, Gas Works Rev. (1998 General Ordinance), “15”, 5%, 8/01/2042      620,000       674,424  
Philadelphia, PA, Municipal Authority Rev., 6.5%, 4/01/2034      170,000       172,587  
Philadelphia, PA, School District, “A”, 5%, 9/01/2033      25,000       27,810  
Philadelphia, PA, School District, “A”, 5%, 9/01/2035      65,000       71,687  
Philadelphia, PA, School District, “A”, 5%, 9/01/2036      30,000       32,932  
Philadelphia, PA, School District, “A”, 5%, 9/01/2037      30,000       32,855  
Philadelphia, PA, School District, “A”, 5%, 9/01/2038      30,000       32,753  
Philadelphia, PA, School District, “B”, 5%, 9/01/2043      95,000       102,756  
Pittsburgh, PA, Urban Redevelopment Authority Rev., “C”, GNMA, 4.8%, 4/01/2028      1,475,000       1,479,292  
Scranton-Lackawanna, PA, Health and Welfare Authority, University Rev. (Marywood University Project), 5%, 6/01/2046      555,000       537,279  
State Public School Building Authority, PA, School Lease Rev. (The School District of Philadelphia Project), “A”, AGM, 5%, 6/01/2032      640,000       708,301  
Washington County, PA, Redevelopment Authority Refunding Rev. (Victory Centre Tax Increment Financing Project), 4%, 7/01/2023      30,000       29,851  

 

44


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Pennsylvania - continued                 
Washington County, PA, Redevelopment Authority Refunding Rev. (Victory Centre Tax Increment Financing Project), 5%, 7/01/2035    $ 20,000     $ 19,999  
West Shore, PA, Area Authority Rev. (Messiah Village Project) “A”, 5%, 7/01/2030      40,000       42,008  
West Shore, PA, Area Authority Rev. (Messiah Village Project) “A”, 5%, 7/01/2035      45,000       46,603  
    

 

 

 
             $ 17,371,731  
Puerto Rico - 11.0%                 
Commonwealth of Puerto Rico Aqueduct & Sewer Authority Rev., “A”, ASSD GTY, 5.125%, 7/01/2047    $ 265,000     $ 269,622  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., ASSD GTY, 5.25%, 7/01/2041      325,000       356,798  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.5%, 7/01/2029      80,000       89,671  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.25%, 7/01/2032      80,000       88,181  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.25%, 7/01/2033      210,000       231,420  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “CC”, AGM, 5.25%, 7/01/2036      85,000       93,273  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “D”, AGM, 5%, 7/01/2032      440,000       453,433  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “J”, NATL, 5%, 7/01/2029      45,000       45,035  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “L”, AAC, 5.25%, 7/01/2038      1,205,000       1,283,482  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “L”, ASSD GTY, 5.25%, 7/01/2041      480,000       526,963  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “L”, NATL, 5.25%, 7/01/2035      680,000       701,019  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, AAC, 5.25%, 7/01/2030      325,000       351,367  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, AAC, 5.25%, 7/01/2031      210,000       227,092  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, ASSD GTY, 5.25%, 7/01/2034      385,000       423,870  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, ASSD GTY, 5.25%, 7/01/2036      655,000       718,758  
Commonwealth of Puerto Rico Highway & Transportation Authority Rev., “N”, NATL, 5.25%, 7/01/2033      120,000       124,837  
Commonwealth of Puerto Rico Highway & Transportation Authority Unrefunded Rev., “A”, NATL, 5%, 7/01/2038      45,000       44,666  

 

45


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Puerto Rico - continued                 
Commonwealth of Puerto Rico, “A”, AGM, 5.375%, 7/01/2025    $ 60,000     $ 63,896  
Commonwealth of Puerto Rico, “A”, NATL, 5.5%, 7/01/2020      185,000       189,331  
Commonwealth of Puerto Rico, “A”, NATL, 5.5%, 7/01/2021      40,000       41,404  
Commonwealth of Puerto Rico, Public Improvement, “A”, AGM, 5%, 7/01/2035      635,000       669,569  
Commonwealth of Puerto Rico, Public Improvement, “C”, AGM, 5.25%, 7/01/2027      35,000       36,420  
Commonwealth of Puerto Rico, Public Improvement, “C-7”, NATL, 6%, 7/01/2027      295,000       304,623  
Puerto Rico Convention Center District Authority, Hotel Occupancy Tax Rev., “A”, AAC, 5%, 7/01/2031      590,000       590,307  
Puerto Rico Electric Power Authority Rev., “MM”, NATL, 5%, 7/01/2020      5,000       5,079  
Puerto Rico Electric Power Authority Rev., “NN”, NATL, 5.25%, 7/01/2022      180,000       186,631  
Puerto Rico Electric Power Authority Rev., “NN”, NATL, 4.75%, 7/01/2033      30,000       29,893  
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2024      20,000       20,077  
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2025      20,000       20,065  
Puerto Rico Electric Power Authority Rev., “RR”, NATL, 5%, 7/01/2022      45,000       45,278  
Puerto Rico Electric Power Authority Rev., “SS”, NATL, 5%, 7/01/2019      700,000       703,430  
Puerto Rico Electric Power Authority Rev., “SS”, NATL, 5%, 7/01/2020      50,000       50,401  
Puerto Rico Electric Power Authority Rev., “TT”, NATL, 5%, 7/01/2024      80,000       80,306  
Puerto Rico Electric Power Authority Rev., “UU”, AGM, 5%, 7/01/2022      50,000       51,385  
Puerto Rico Electric Power Authority Rev., “UU”, NATL, 5%, 7/01/2019      80,000       80,562  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2026      70,000       73,656  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2030      305,000       319,542  
Puerto Rico Electric Power Authority Rev., “VV”, NATL, 5.25%, 7/01/2032      45,000       46,953  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority (Cogeneration Facilities - AES Puerto Rico Project), 6.625%, 6/01/2026      645,000       628,069  

 

46


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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, Educational Facilities Rev. (University Plaza Project), NATL, 5%, 7/01/2033    $ 355,000     $ 355,035  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 4%, 4/01/2020      20,000       19,765  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 3/01/2021      10,000       9,978  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 4/01/2021      65,000       65,291  
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      35,000       34,927  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 4/01/2022      75,000       74,812  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 3/01/2026      15,000       14,625  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 4/01/2027      240,000       232,800  
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      80,000       78,200  
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      90,000       85,275  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (Ana G. Mendez University System Project), 5%, 3/01/2036      90,000       83,025  
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      70,000       65,275  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (University of Sacred Heart), 4.375%, 10/01/2031      55,000       48,812  
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority, Higher Education Rev. (University of Sacred Heart), 5%, 10/01/2042      30,000       26,213  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2023      405,000       433,982  

 

47


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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%, 7/01/2024    $ 515,000     $ 556,689  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2025      85,000       92,557  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2027      620,000       681,256  
Puerto Rico Infrastructure Financing Authority Special Tax Rev., “C”, AAC, 5.5%, 7/01/2028      90,000       99,142  
Puerto Rico Municipal Finance Agency, “A”, AGM, 5%, 8/01/2027      25,000       25,906  
Puerto Rico Public Buildings Authority Government Facilities Rev., “I”, ASSD GTY, 5%, 7/01/2036      55,000       56,325  
Puerto Rico Public Buildings Authority Government Facilities Rev., “M-3”, NATL, 6%, 7/01/2027      125,000       129,077  
Puerto Rico Public Buildings Authority Government Facilities Rev., “M-3”, NATL, 6%, 7/01/2028      40,000       41,210  
Puerto Rico Public Buildings Authority Rev., “M-2”, AAC, 10%, 7/01/2035      490,000       518,327  
Puerto Rico Public Finance Corp., “E”, ETM, 6%, 8/01/2026      155,000       190,650  
Puerto Rico Public Finance Corp., “E”, ETM, 6%, 8/01/2026      1,645,000       2,023,350  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, AAC, 0%, 8/01/2054      855,000       126,993  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2040      410,000       128,576  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2041      330,000       98,102  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2042      1,285,000       362,833  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2043      465,000       124,392  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2044      205,000       51,926  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2045      145,000       34,857  
Puerto Rico Sales Tax Financing Corp., Sales Tax Rev., Capital Appreciation, “A”, NATL, 0%, 8/01/2046      2,985,000       680,878  
University of Puerto Rico Rev., “P”, NATL, 5%, 6/01/2025      45,000       45,146  
    

 

 

 
             $ 17,962,571  
Rhode Island - 0.6%                 
Rhode Island Health & Educational Building Corp. Rev., Hospital Financing (Lifespan Obligated Group), “A”, ASSD GTY, 7%, 5/15/2039 (Prerefunded 5/15/2019)    $ 840,000     $ 859,085  

 

48


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Rhode Island - continued                 
Rhode Island Student Loan Authority, Student Loan Rev., “A”, 3.5%, 12/01/2034    $ 165,000     $ 162,162  
    

 

 

 
             $ 1,021,247  
South Carolina - 1.5%                 
Richland County, SC, Environmental Improvement Rev. (International Paper), “A”, 3.875%, 4/01/2023    $ 645,000     $ 673,309  
South Carolina Jobs & Economic Development Authority, Health Facilities Rev. (Lutheran Homes of South Carolina, Inc.), 5.125%, 5/01/2048      50,000       49,213  
South Carolina Jobs & Economic Development Authority, Residential Care Facilities Rev. (South Carolina Episcopal Home at Still Hopes), 5%, 4/01/2047      100,000       100,806  
South Carolina Jobs & Economic Development Authority, Residential Care Facilities Rev. (South Carolina Episcopal Home at Still Hopes), 5%, 4/01/2052      65,000       65,215  
South Carolina Public Service Authority Rev., “A”, 5.125%, 12/01/2043      355,000       371,110  
South Carolina Public Service Authority Rev., “B”, 5.125%, 12/01/2043      845,000       883,346  
Spartanburg County, SC, Regional Health Services District Hospital Rev., “A”, 5%, 4/15/2048      320,000       342,746  
    

 

 

 
             $ 2,485,745  
Tennessee - 2.8%                 
Chattanooga, TN, Health Educational & Housing Facility Board Rev. (Catholic Health Initiatives), “A”, 5.25%, 1/01/2045    $ 1,295,000     $ 1,370,097  
Knox County, TN, Health, Educational & Housing Facility Board Rev. (University Health System, Inc.), 5%, 4/01/2030      60,000       65,462  
Knox County, TN, Health, Educational & Housing Facility Board Rev. (University Health System, Inc.), 5%, 4/01/2031      65,000       70,634  
Knox County, TN, Health, Educational & Housing Facility Board Rev. (University Health System, Inc.), 5%, 4/01/2036      40,000       42,641  
Metropolitan Government of Nashville & Davidson County, TN, Health & Educational Facilities Board Rev. (Trousdale Foundation Properties), “A”, 6.25%, 4/01/2049      550,000       536,800  
Tennessee Energy Acquisition Corp., Gas Rev., “A”, 5.25%, 9/01/2021      2,185,000       2,341,315  
Tennessee Energy Acquisition Corp., Gas Rev., “A”, 5.25%, 9/01/2024      75,000       84,359  
    

 

 

 
             $ 4,511,308  
Texas - 10.9%                 
Arlington, TX, Higher Education Finance Corp. Education Rev. (Newman International Academy), “A”, 5.375%, 8/15/2036    $ 50,000     $ 50,231  

 

49


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Arlington, TX, Higher Education Finance Corp. Education Rev. (Newman International Academy), “A”, 5.5%, 8/15/2046    $ 230,000     $ 229,979  
Arlington, TX, Higher Education Finance Corp. Education Rev. (Wayside Schools), “A”, 4.375%, 8/15/2036      35,000       33,358  
Arlington, TX, Higher Education Finance Corp. Education Rev. (Wayside Schools), “A”, 4.625%, 8/15/2046      60,000       56,987  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, 5%, 1/01/2029      45,000       49,869  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, 5%, 1/01/2031      65,000       71,709  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “A”, 5%, 1/01/2034      10,000       10,656  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “B”, 5%, 1/01/2026      25,000       27,233  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “B”, 5%, 1/01/2028      25,000       27,287  
Austin, TX, Convention Center (Convention Enterprises, Inc.), “B”, 5%, 1/01/2030      30,000       32,439  
Central Texas Regional Mobility Authority Senior Lien Rev., “A”, 5%, 1/01/2045      115,000       122,408  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 6%, 8/15/2033      130,000       144,254  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 5.75%, 8/15/2041 (Prerefunded 8/15/2021)      100,000       109,051  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 5%, 8/15/2042      520,000       538,580  
Clifton, TX, Higher Education Finance Corp. Rev. (Idea Public Schools), 6%, 8/15/2043      210,000       229,690  
Clifton, TX, Higher Education Finance Corp. Rev. (Uplift Education), “A”, 6.125%, 12/01/2040 (Prerefunded 12/01/2020)      320,000       344,928  
Clifton, TX, Higher Education Finance Corp. Rev. (Uplift Education), “A”, 6.25%, 12/01/2045 (Prerefunded 12/01/2020)      200,000       216,066  
Dallas and Fort Worth, TX, International Airport Rev., “B”, 5%, 11/01/2044      465,000       498,661  
Dallas, TX, Civic Center Convention Complex Rev., ASSD GTY, 5.25%, 8/15/2034      1,065,000       1,087,280  
Decatur Hospital Authority Rev. (Wise Regional Health System), “A”, 5.25%, 9/01/2044      130,000       136,703  
Gulf Coast, TX, Industrial Development Authority Rev. (CITGO Petroleum Corp.), 4.875%, 5/01/2025      135,000       137,369  
Gulf Coast, TX, Industrial Development Authority Rev. (CITGO     
Petroleum Corp.), 8%, 4/01/2028      500,000       504,480  
Harris County-Houston, TX, Sports Authority Rev., “C”, 5%, 11/15/2031      140,000       152,881  

 

50


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Harris County-Houston, TX, Sports Authority Rev., “C”, 5%, 11/15/2032    $ 20,000     $ 21,806  
Harris County-Houston, TX, Sports Authority Rev., “C”, 5%, 11/15/2033      50,000       54,347  
Harris County-Houston, TX, Sports Authority Rev., Capital Appreciation, “A”, AGM, 0%, 11/15/2041      90,000       32,180  
Harris County-Houston, TX, Sports Authority Rev., Capital Appreciation, “A”, AGM, 0%, 11/15/2046      220,000       60,601  
Houston, TX, Airport System Rev., “B”, 5%, 7/01/2026      210,000       224,217  
Houston, TX, Airport System Rev., Special Facilities Rev. (Continental Airlines, Inc.), 6.5%, 7/15/2030      555,000       598,379  
Houston, TX, Airport System Rev., Special Facilities Rev. (United Airlines, Inc. Terminal E Project), 4.5%, 7/01/2020      155,000       158,644  
Houston, TX, Airport System Rev., Special Facilities Rev. (United Airlines, Inc. Terminal E Project), 4.75%, 7/01/2024      200,000       212,828  
Houston, TX, Airport System Rev., Special Facilities Rev. (United Airlines, Inc. Terminal E Project), 5%, 7/01/2029      875,000       939,094  
Houston, TX, Airport System Rev., Special Facilities Rev. (United     
Airlines, Inc. Terminal Improvement Projects), “B-1”, 5%, 7/15/2030      485,000       522,854  
Houston, TX, Airport System Rev., Subordinate Lien, “A”, 5%, 7/01/2031      190,000       203,121  
Houston, TX, Industrial Development Corp. (United Parcel Service, Inc.), 6%, 3/01/2023      400,000       400,752  
La Vernia, TX, Higher Education Finance Corp. Rev. (KIPP, Inc.), “A”, 6.25%, 8/15/2039 (Prerefunded 8/15/2019)      250,000       257,347  
Mission, TX, Economic Development Corp. (NatGasoline Project), 4.625%, 10/01/2031      225,000       227,862  
New Hope, TX, Cultural Education Facilities Finance Corp., Capital Improvement Rev. (CHF - Collegiate Housing Denton, L.L.C. - Texas Woman’s University Housing Project), “A-1”, AGM, 5%, 7/01/2038      30,000       32,537  
New Hope, TX, Cultural Education Facilities Finance Corp., Capital Improvement Rev. (CHF - Collegiate Housing Denton, L.L.C. - Texas Woman’s University Housing Project), “A-1”, AGM, 5%, 7/01/2048      110,000       117,647  
New Hope, TX, Cultural Education Facilities Finance Corp., Capital Improvement Rev. (CHF - Collegiate Housing Denton, L.L.C. - Texas Woman’s University Housing Project), “A-1”, AGM, 5%, 7/01/2058      105,000       111,116  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - The Langford Project), “A”, 5%, 11/15/2026      15,000       14,941  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - The Langford Project), “A”, 5.375%, 11/15/2036      20,000       19,627  

 

51


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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., Retirement Facility Rev. (MRC Senior Living - The Langford Project), “A”, 5.5%, 11/15/2046    $ 50,000     $ 48,951  
New Hope, TX, Cultural Education Facilities Finance Corp., Retirement Facility Rev. (MRC Senior Living - The Langford Project), “A”, 5.5%, 11/15/2052      55,000       53,354  
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      20,000       22,065  
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      90,000       89,996  
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      185,000       197,356  
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      180,000       191,416  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “B”, 4%, 7/01/2031      40,000       39,493  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “B”, 4.25%, 7/01/2036      65,000       64,521  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “B”, 5%, 7/01/2046      165,000       170,133  
New Hope, TX, Cultural Education Facilities Finance Corp., Senior Living Rev. (Cardinal Bay, Inc. - Village on the Park/Carriage Inn Project), “B”, 4.75%, 7/01/2051      145,000       146,743  
New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Rev. (CHF - Collegiate Housing Stephenville III, L.L.C. - Tarleton State University Project), 5%, 4/01/2030      35,000       36,897  
New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Rev. (CHF - Collegiate Housing Stephenville III, L.L.C. - Tarleton State University Project), 5%, 4/01/2035      30,000       31,218  
New Hope, TX, Cultural Education Facilities Finance Corp., Student Housing Rev. (CHF - Collegiate Housing Stephenville III, L.L.C. - Tarleton State University Project), 5%, 4/01/2047      85,000       87,264  
Newark, TX, Higher Education Finance Corp. Rev. (A+ Charter Schools, Inc.), “A”, 5.5%, 8/15/2035      105,000       108,795  
Newark, TX, Higher Education Finance Corp. Rev. (A+ Charter Schools, Inc.), “A”, 5.75%, 8/15/2045      140,000       145,418  

 

52


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Texas - continued                 
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), 5%, 6/15/2033    $ 5,000     $ 5,040  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), 5%, 6/15/2038      15,000       15,038  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), 5%, 6/15/2048      35,000       34,938  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5%, 6/15/2032      30,000       29,594  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5%, 6/15/2037      35,000       33,690  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5%, 6/15/2042      40,000       37,730  
Newark, TX, Higher Education Finance Corp. Rev. (Austin Achieve Public Schools, Inc.), “A”, 5.25%, 6/15/2048      75,000       71,960  
North Texas Education Finance Corp., Education Rev. (Uplift Education), “A”, 5.125%, 12/01/2042      215,000       222,383  
North Texas Tollway Authority Rev., 6%, 1/01/2038 (Prerefunded 1/01/2021)      970,000       1,046,814  
North Texas Tollway Authority Rev. (Special Projects System), “D”, 5%, 9/01/2031 (Prerefunded 9/01/2021)      710,000       763,967  
Red River, TX, Education Finance Corp., Higher Education Rev. (Houston Baptist University Project), 5.5%, 10/01/2046      295,000       312,653  
Red River, TX, Health Facilities Development Corp., Retirement Facilities Rev. (MRC The Crossings Project), “A”, 7.5%, 11/15/2034      130,000       144,772  
Red River, TX, Health Facilities Development Corp., Retirement Facilities Rev. (MRC The Crossings Project), “A”, 7.75%, 11/15/2044      235,000       262,763  
Red River, TX, Health Facilities Development Corp., Retirement Facilities Rev. (MRC The Crossings Project), “A”, 8%, 11/15/2049      170,000       191,762  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Air Force Village Obligated Group Project), 6.125%, 11/15/2029 (Prerefunded 11/15/2019)      65,000       67,521  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Air Force Village Obligated Group Project), 6.375%, 11/15/2044 (Prerefunded 11/15/2019)      525,000       546,588  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Barton Creek Senior Living Center, Inc., Querencia Project), 5%, 11/15/2030      100,000       103,133  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Barton Creek Senior Living Center, Inc., Querencia Project), 5%, 11/15/2035      130,000       132,517  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Barton Creek Senior Living Center, Inc., Querencia Project), 5%, 11/15/2040      140,000       142,379  

 

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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. (Buckingham Senior Living Community, Inc. Project), “A”, 5.25%, 11/15/2035    $ 55,000     $ 43,450  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Buckingham Senior Living Community, Inc. Project), “A”, 5.5%, 11/15/2045      250,000       197,500  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Buckner Senior Living - Ventana Project), “B-3”, 3.875%, 11/15/2022      95,000       94,295  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Northwest Senior Housing Corporation Edgemere Project), “A”, 5%, 11/15/2045      145,000       143,724  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Northwest Senior Housing Corporation Edgemere Project), “B”, 5%, 11/15/2030      195,000       198,196  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Northwest Senior Housing Corporation Edgemere Project), “B”, 5%, 11/15/2036      440,000       441,267  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Stayton at Museum Way), 8.25%, 11/15/2044      980,000       882,000  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Retirement Facility Rev. (Trinity Terrace Project), “A-1”, 5%, 10/01/2044      75,000       77,950  
Texas Gas Acquisition & Supply Corp III., Gas Supply Rev., 5%, 12/15/2031      190,000       203,281  
Texas Private Activity Surface Transportation Corp. Senior Lien Rev. (NTE Mobility Partners Segments 3 LLC Segments 3A & 3B Facility), 7%, 12/31/2038      210,000       242,040  
Texas Private Activity Surface Transportation Corp. Senior Lien Rev. (NTE Mobility Partners Segments 3 LLC Segments 3A & 3B Facility), 6.75%, 6/30/2043      170,000       193,378  
Texas Transportation Commission, Central Texas Turnpike System Rev., Capital Appreciation, “B”, 0%, 8/15/2036      435,000       204,811  
Travis County, TX, Health Facilities Development Corp. Rev. (Westminster Manor Health), 7%, 11/01/2030 (Prerefunded 11/01/2020)      90,000       98,116  
Travis County, TX, Health Facilities Development Corp. Rev. (Westminster Manor Health), 7.125%, 11/01/2040 (Prerefunded 11/01/2020)      165,000       180,262  
Travis County, TX, Health Facilities Development Corp. Rev., Unrefunded Balance (Westminster Manor Health), 7%, 11/01/2030      10,000       10,513  
    

 

 

 
             $ 17,831,644

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Utah - 0.5%                 
Salt Lake City, UT, Salt Lake City International Airport Rev., “A”, 5%, 7/01/2043    $ 495,000     $ 541,891  
Utah Charter School Finance Authority, Charter School Rev. (Reagan Academy Project), 5%, 2/15/2046      150,000       146,500  
Utah Charter School Finance Authority, Charter School Rev. (Spectrum Academy), 6%, 4/15/2045      160,000       162,706  
    

 

 

 
             $ 851,097  
Vermont - 0.2%                 
Burlington, VT, Airport Rev., “A”, 4%, 7/01/2028    $ 110,000     $ 113,099  
State of Vermont, Student Assistance Corp. Education Loan Rev., “B”, 4.375%, 6/15/2046      185,000       174,505  
    

 

 

 
             $ 287,604  
Virginia - 2.0%                 
Embrey Mill Community Development Authority, VA, Special Assessment Rev., 7.25%, 3/01/2043    $ 515,000     $ 548,022  
Norfolk, VA, Redevelopment & Housing Authority Rev. (Fort Norfolk Retirement Community), 5%, 1/01/2046      70,000       70,143  
Norfolk, VA, Redevelopment & Housing Authority Rev. (Fort Norfolk Retirement Community), 5.375%, 1/01/2046      165,000       169,854  
Peninsula Town Center Community Development Authority, VA, Special Obligation Refunding, 5%, 9/01/2037      145,000       150,076  
Peninsula Town Center Community Development Authority, VA, Special Obligation Refunding, 4.5%, 9/01/2045      190,000       185,936  
Prince William County, VA, Cherry Hill Community Development Authority Rev. (Potomac Shores Project), 5.4%, 3/01/2045      120,000       121,510  
Virginia College Building Authority, Educational Facilities Rev. (Marymount University), “B”, 5.25%, 7/01/2030      215,000       227,846  
Virginia College Building Authority, Educational Facilities Rev. (Marymount University), “B”, 5.25%, 7/01/2035      215,000       224,830  
Virginia Small Business Financing Authority Rev. (Elizabeth River Crossings Opco LLC Project), 6%, 1/01/2037      490,000       529,273  
Virginia Small Business Financing Authority Rev. (Elizabeth River Crossings Opco LLC Project), 5.5%, 1/01/2042      950,000       1,004,967  
    

 

 

 
             $ 3,232,457  
Washington - 4.3%                 
Kalispel Tribe Indians, WA, Priority District Rev., “A”, 5%, 1/01/2032 (n)    $ 155,000     $ 160,600  
Kalispel Tribe Indians, WA, Priority District Rev., “A”, 5.25%, 1/01/2038 (n)      160,000       165,240  
King County, WA, Sewer Rev., 5%, 1/01/2040 (Prerefunded 7/01/2020)      1,200,000       1,253,808  

 

55


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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Washington - continued                 
King County, WA, Sewer Rev., 5%, 1/01/2040 (Prerefunded 7/01/2020)    $ 565,000     $ 591,685  
Olympia, WA, Healthcare Facilities Authority Rev. (Catholic Health Initiatives), “D”, 6.375%, 10/01/2036      1,405,000       1,409,173  
Washington Health Care Facilities Authority Rev. (Multicare Health Systems), “B”, ASSD GTY, 6%, 8/15/2039 (Prerefunded 8/15/2019)      560,000       575,574  
Washington Health Care Facilities Authority Rev. (Providence Health & Services), “A”, 5%, 10/01/2033      1,395,000       1,513,129  
Washington Health Care Facilities Authority Rev. (Virginia Mason Medical Center), 5%, 8/15/2035      120,000       127,490  
Washington Health Care Facilities Authority Rev. (Virginia Mason Medical Center), 5%, 8/15/2037      115,000       121,380  
Washington Higher Education Facilities Authority Rev. (Whitworth University), 5.875%, 10/01/2034 (Prerefunded 10/01/2019)      355,000       366,218  
Washington Housing Finance Commission Nonprofit Housing Refunding Rev. (Judson Park Project), 5%, 7/01/2048      100,000       100,899  
Washington Housing Finance Commission Nonprofit Housing Refunding Rev. (The Hearthstone Project), “A”, 5%, 7/01/2048      175,000       174,457  
Washington Housing Finance Commission Nonprofit Housing Rev. (Presbyterian Retirement Communities Northwest Projects), “A”, 5%, 1/01/2036      100,000       104,245  
Washington Housing Finance Commission Nonprofit Housing Rev. (Presbyterian Retirement Communities Northwest Projects), “A”, 5%, 1/01/2046      130,000       134,090  
Washington Housing Finance Commission Nonprofit Housing Rev. (Presbyterian Retirement Communities Northwest Projects), “A”, 5%, 1/01/2051      150,000       154,208  
    

 

 

 
             $ 6,952,196  
West Virginia - 0.4%                 
Monongalia County, WV, Building Commission Improvement Rev. (Monongalia Health System Obligated Group), 5%, 7/01/2029    $ 50,000     $ 54,849  
Monongalia County, WV, Building Commission Improvement Rev. (Monongalia Health System Obligated Group), 5%, 7/01/2030      105,000       114,798  
Monongalia County, WV, Special District Excise Tax Rev., Refunding & Improvement Bonds (University Town Centre Economic Opportunity Development District), “A”, 5.5%, 6/01/2037      135,000       136,643  
West Virginia Hospital Finance Authority Hospital Rev. (Cabell Huntington Hospital Obligated Group), “A”, 5%, 1/01/2043      385,000       415,273  
    

 

 

 
             $ 721,563  
Wisconsin - 6.3%                 
State of Wisconsin, Annual Appropriations Rev., “A”, 5.75%, 5/01/2033 (Prerefunded 5/01/2019)    $ 80,000     $ 81,288  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Wisconsin - continued                 
State of Wisconsin, Annual Appropriations Rev., Unrefunded Balance “A”, 5.75%, 5/01/2033 (Prerefunded 5/01/2019)    $ 760,000     $ 772,236  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2027      135,000       139,593  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2032      125,000       126,393  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2037      70,000       70,044  
Wisconsin Health & Educational Facilities Authority Refunding Rev. (American Baptist Homes), 5%, 8/01/2039      70,000       69,728  
Wisconsin Health & Educational Facilities Authority Rev. (Aurora Health Care, Inc.), “A”, 5%, 7/15/2026 (Prerefunded 7/15/2021)      250,000       268,605  
Wisconsin Health & Educational Facilities Authority Rev. (Aurora Health Care, Inc.), “A”, 5%, 7/15/2028 (Prerefunded 7/15/2021)      75,000       80,582  
Wisconsin Health & Educational Facilities Authority Rev. (Marshfield Clinic Health System, Inc.), “C”, 5%, 2/15/2047      150,000       158,074  
Wisconsin Health & Educational Facilities Authority Rev. (Meriter Hospital), “A”, 5.5%, 5/01/2031 (Prerefunded 5/01/2021)      920,000       993,066  
Wisconsin Health & Educational Facilities Authority Rev. (Meriter Hospital), “A”, 6%, 5/01/2041 (Prerefunded 5/01/2021)      605,000       660,115  
Wisconsin Health & Educational Facilities Authority Rev. (St. John’s Community, Inc.), “A”, 5%, 9/15/2040      25,000       25,423  
Wisconsin Health & Educational Facilities Authority Rev. (St. John’s Community, Inc.), “A”, 5%, 9/15/2045      35,000       35,487  
Wisconsin Health & Educational Facilities Authority Rev. (St. John’s Community, Inc.), “A”, 5%, 9/15/2050      155,000       156,827  
Wisconsin Public Finance Authority Education Rev. (Mountain Island Charter School), 5%, 7/01/2037      45,000       45,922  
Wisconsin Public Finance Authority Education Rev. (Mountain Island Charter School), 5%, 7/01/2047      60,000       60,813  
Wisconsin Public Finance Authority Education Rev. (Pine Lake Preparatory), 4.95%, 3/01/2030      70,000       70,743  
Wisconsin Public Finance Authority Education Rev. (Pine Lake Preparatory), 5.25%, 3/01/2035      70,000       70,624  
Wisconsin Public Finance Authority Education Rev. (Pine Lake Preparatory), 5.5%, 3/01/2045      175,000       175,992  
Wisconsin Public Finance Authority Educational Facilities Rev. (Community School of Davidson Project), 5%, 10/01/2033      30,000       30,511  
Wisconsin Public Finance Authority Educational Facilities Rev. (Community School of Davidson Project), 5%, 10/01/2048      160,000       157,309  
Wisconsin Public Finance Authority Healthcare Facility (Church Home of Hartford, Inc. Project), “A”, 4%, 9/01/2020      25,000       25,408  
Wisconsin Public Finance Authority Healthcare Facility (Church Home of Hartford, Inc. Project), “A”, 5%, 9/01/2025      35,000       37,240  

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Municipal Bonds - continued                 
Wisconsin - continued                 
Wisconsin Public Finance Authority Healthcare Facility (Church Home of Hartford, Inc. Project), “A”, 5%, 9/01/2030    $ 95,000     $ 97,858  
Wisconsin Public Finance Authority Healthcare Facility (Church Home of Hartford, Inc. Project), “A”, 5%, 9/01/2038      80,000       80,789  
Wisconsin Public Finance Authority Higher Education Facilities Rev. (Gannon University Project), 5%, 5/01/2047      100,000       104,676  
Wisconsin Public Finance Authority Limited Obligation Grant Rev. (American Dream at Meadowlands Project), “A”, 6.25%, 8/01/2027      840,000       900,186  
Wisconsin Public Finance Authority Limited Obligation PILOT Rev. (American Dream at Meadowlands Project), 6.5%, 12/01/2037      550,000       608,322  
Wisconsin Public Finance Authority Limited Obligation PILOT Rev. (American Dream at Meadowlands Project), 7%, 12/01/2050      330,000       370,969  
Wisconsin Public Finance Authority Rev. (Denver International Airport Great Hall Project), 5%, 9/30/2037      210,000       226,861  
Wisconsin Public Finance Authority Rev. (Roseman University of Health Sciences Project), 5.75%, 4/01/2035      190,000       201,297  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2037      55,000       57,087  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2042      35,000       36,058  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2047      180,000       184,811  
Wisconsin Public Finance Authority Senior Living Refunding Bonds Rev. (Mary’s Woods at Marylhurst Project), “A”, 5.25%, 5/15/2052      55,000       56,279  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 5.125%, 11/15/2029      140,000       144,297  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 5.5%, 11/15/2034      125,000       129,804  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 5.75%, 11/15/2044      120,000       125,834  
Wisconsin Public Finance Authority Senior Living Rev. (Rose Villa Project), “A”, 6%, 11/15/2049      155,000       164,109  
Wisconsin Public Finance Authority Student Housing Rev. (Western Carolina University Project), 5.25%, 7/01/2047      235,000       243,305  

Wisconsin Public Finance Authority, Airport Facilities Rev.

(Transportation Infrastructure Properties LLC), “B”, 5%, 7/01/2022

  

 

110,000

 

 

 

115,443

 

Wisconsin Public Finance Authority, Airport Facilities Rev. (Transportation Infrastructure Properties LLC), “B”, 5.25%, 7/01/2028      1,825,000       1,949,118  
Wisconsin Public Finance Authority, Airport Facilities Rev. (Transportation Infrastructure Properties LLC), “B”, 5%, 7/01/2042      95,000       99,097  
    

 

 

 
             $ 10,208,223  
Total Municipal Bonds (Identified Cost, $249,323,740)            $ 256,417,764  

 

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Investment Companies (h) - 0.6%

 

Issuer    Shares/Par     Value ($)  
Money Market Funds - 0.6%

 

MFS Institutional Money Market Portfolio, 2.31% (v)
(Identified Cost, $1,046,994)
     1,047,134     $ 1,047,134  
Other Assets, Less Liabilities - 2.1%              3,383,121  
Variable Rate Municipal Term Preferred Shares (VMTPS), at
liquidation value (issued by the fund) - (59.7)%

 

    (97,500,000
Net assets applicable to common shares - 100.0%            $ 163,348,019  

 

(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 $1,047,134 and $256,417,764, 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 $2,587,799, representing 1.6% of net assets applicable to common shares.

(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.

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
FHLMC   Federal Home Loan Mortgage Corp.
GNMA   Government National Mortgage Assn.
LOC   Letter of Credit
NATL   National Public Finance Guarantee Corp.

Derivative Contracts at 11/30/18

Futures Contracts

 

Description   Long/
Short
    Currency     Contracts   Notional
Amount
    Expiration
Date
    Value/
Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives      
Interest Rate Futures      
U.S. Treasury Note 10 yr     Short       USD     212     $25,324,062       March - 2019       $(96,831
U.S. Treasury Ultra Bond 30 yr     Short       USD     31     4,337,094       March - 2019       (21,427
           

 

 

 
              $(118,258
           

 

 

 

 

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At November 30, 2018, the fund had cash collateral of $293,900 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 11/30/18

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, $249,323,740)

     $256,417,764  

Investments in affiliated issuers, at value (identified cost, $1,046,994)

     1,047,134  

Deposits with brokers for

  

Futures contracts

     293,900  

Receivables for

  

Investments sold

     1,170,015  

Interest

     4,058,045  

Receivable from investment adviser

     16,311  

Other assets

     2,481  

Total assets

     $263,005,650  
Liabilities         

Payables for

  

Distributions on common shares

     $13,764  

Daily variation margin on open futures contracts

     42,388  

Investments purchased

     1,766,689  

Interest expense

     224,223  

Payable to affiliates

  

Transfer agent and dividend disbursing costs

     439  

Payable for independent Trustees’ compensation

     11  

Accrued expenses and other liabilities

     110,117  

VMTPS, at liquidation value

     97,500,000  

Total liabilities

     $99,657,631  

Net assets applicable to common shares

     $163,348,019  
Net assets consist of         

Paid-in capital - common shares

     $159,517,787  

Total distributable earnings (loss)

     3,830,232  

Net assets applicable to common shares

     $163,348,019  

VMTPS, at liquidation value (3,900 shares issued and outstanding at $25,000 per share)

     97,500,000  

Net assets including preferred shares

     $260,848,019  

Common shares of beneficial interest issued and outstanding

     31,512,106  

Net asset value per common share (net assets of $163,348,019 / 31,512,106 shares of beneficial interest outstanding)

     $5.18  

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 11/30/18

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

     $13,746,528  

Dividends from affiliated issuers

     61,760  

Other

     489  

Total investment income

     $13,808,777  

Expenses

  

Management fee

     $1,985,438  

Transfer agent and dividend disbursing costs

     21,621  

Administrative services fee

     48,338  

Independent Trustees’ compensation

     26,040  

Stock exchange fee

     30,715  

Custodian fee

     12,967  

Reimbursement of custodian expenses

     (2,667

Shareholder communications

     36,652  

Audit and tax fees

     82,559  

Legal fees

     17,833  

Interest expense and fees and amortization of VMTPS debt issuance costs

     2,530,529  

Miscellaneous

     80,054  

Total expenses

     $4,870,079  

Reduction of expenses by investment adviser

     (250,681

Net expenses

     $4,619,398  

Net investment income (loss)

     $9,189,379  
Realized and unrealized gain (loss)

 

Realized gain (loss) (identified cost basis)

 

Unaffiliated issuers

     $2,097,276  

Affiliated issuers

     637  

Futures contracts

     1,364,034  

Net realized gain (loss)

     $3,461,947  

Change in unrealized appreciation or depreciation

 

Unaffiliated issuers

     $(7,803,861

Affiliated issuers

     282  

Futures contracts

     (377,141

Net unrealized gain (loss)

     $(8,180,720

Net realized and unrealized gain (loss)

     $(4,718,773

Change in net assets from operations

     $4,470,606  

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  
     11/30/18      11/30/17  
Change in net assets              
From operations                  

Net investment income (loss)

     $9,189,379        $9,558,149  

Net realized gain (loss)

     3,461,947        480,732  

Net unrealized gain (loss)

     (8,180,720      3,314,802  

Change in net assets from operations

     $4,470,606        $13,353,683  

Distributions to common shareholders (a)

     $(9,075,487      $(9,394,745

Net asset value of shares issued to shareholders in reinvestment of distributions

            45,253  

Total change in net assets

     $(4,604,881      $4,004,191  
Net assets applicable to common shares                  

At beginning of period

     167,952,900        163,948,709  

At end of period (b)

     $163,348,019        $167,952,900  

 

(a)

Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. See Note 2. For the year ended November 30, 2017, distributions from net investment income were $9,394,745.

(b)

Parenthetical disclosure of undistributed net investment income is no longer required. See Note 2. For the year ended November 30, 2017, end of period net assets included undistributed net investment income of $1,066,152.

See Notes to Financial Statements

 

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Financial Statements

 

STATEMENT OF CASH FLOWS

Year ended 11/30/18

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

     $4,470,606  
Adjustments to reconcile change in net assets from operations to net cash provided by operating activities:         

Purchase of investment securities

     (42,082,888

Proceeds from disposition of investment securities

     40,641,729  

Proceeds from disposition of short-term investments, net

     371,226  

Realized gain/loss on investments

     (2,097,276

Unrealized appreciation/depreciation on investments

     7,803,579  

Net amortization/accretion of income

     (321,162

Amortization of VMTPS debt issuance costs

     35,967  

Decrease in interest receivable

     28,258  

Decrease in accrued expenses and other liabilities

     (1,575

Increase in receivable from investment adviser

     (2,551

Decrease in receivable for daily variation margin on open futures contracts

     103,975  

Increase in payable for daily variation margin on open futures contracts

     42,388  

Decrease in deposits with brokers

     12,400  

Increase in other assets

     (21

Increase in payable for interest expense and fees

     57,084  

Net cash provided by operating activities

     $9,061,739  
Cash flows from financing activities:         

Cash distributions paid on common shares

     (9,061,739

Net cash used by financing activities

     $(9,061,739
Cash:         

Beginning of period

     $—  

End of period

     $—  

Supplemental disclosure of cash flow information:

Cash paid during the year ended November 30, 2018 for interest was $2,437,478.

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  
    11/30/18     11/30/17     11/30/16     11/30/15     11/30/14  

Net asset value, beginning of period

    $5.33       $5.20       $5.39       $5.39       $4.95  
Income (loss) from investment operations

 

                               

Net investment income (loss) (d)

    $0.29 (c)      $0.30       $0.32 (c)      $0.34       $0.32  

Net realized and unrealized gain (loss)

    (0.15     0.13       (0.21     (0.03     0.43  

Distributions declared to shareholders of
auction rate preferred shares

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

Total from investment operations

    $0.14       $0.43       $0.11       $0.31       $0.75  
Less distributions declared to common shareholders

 

               

From net investment income

    $(0.29     $(0.30     $(0.30     $(0.31     $(0.31

Net asset value, end of period (x)

    $5.18       $5.33       $5.20       $5.39       $5.39  

Market value, end of period

    $4.67       $5.40       $4.81       $4.92       $4.74  

Total return at market value (%) (p)

    (8.36     18.92       3.49       10.66       13.99  

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

    2.98 (c)      8.57       2.13 (c)      6.61       16.27  
Ratios (%) (to average net assets
applicable to common shares) and
Supplemental data:

 

                               

Expenses before expense reductions (f)(p)

    2.91 (c)      2.56       2.27 (c)      2.13       2.19  

Expenses after expense reductions (f)(p)

    2.76 (c)      2.51       N/A       N/A       2.19  

Net investment income (loss) (p)

    5.49 (c)      5.69       5.74 (c)      6.27       6.17  

Portfolio turnover

    16       14       14       17       11  

Net assets at end of period (000 omitted)

    $163,348       $167,953       $163,949       $169,764       $169,926  
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)

    1.25 (c)      1.34       1.37 (c)      1.43       1.45  

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)

    0.79 (c)      0.85       0.88 (c)      0.91       0.91  

Net investment income available to common
shares

    5.49 (c)      5.69       5.73 (c)      6.27       6.17  

 

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Financial Highlights – continued

 

    Year ended  
    11/30/18     11/30/17     11/30/16     11/30/15     11/30/14  
Senior Securities:                                        

ARPS

                      225       225  

VMTPS

    3,900       3,900       3,900       3,675       3,675  

Total preferred shares outstanding

    3,900       3,900       3,900       3,900       3,900  

Asset coverage per preferred share (k)

    $66,884       $68,056       $67,022       $68,529       $68,571  

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. See Note 2 in the Notes to Financial Statements for additional information.

(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 relate to payments made to the holders of the floating rate certificates from trust assets, interest expense paid to shareholders of VMTPS, and amortization of VMTPS debt issuance costs, as applicable. For the year ended November 30, 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 November 30, 2016, 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 High Income Municipal 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. Many municipal instruments are 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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In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash (“ASU 2016-18”). For entities that have restricted cash and are required to present a statement of cash flows, ASU 2016-18 changes the cash flow presentation for restricted cash. Management has evaluated the potential impacts of ASU 2016-18 and expects that the effects of the fund’s adoption will be limited to the reclassification of restricted cash on the fund’s Statement of Cash Flows and the addition of disclosures regarding the nature of the restrictions on restricted cash. ASU 2016-18 will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods.

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management 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.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period. The impact of the fund’s adoption was limited to changes in the fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

In August 2018, the Securities and Exchange Commission (SEC) released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the fund adopted the Final Rule with the impacts being that the fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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

 

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

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to

 

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measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts. The following is a summary of the levels used as of November 30, 2018 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Municipal Bonds      $—        $256,417,764        $—        $256,417,764  
Mutual Funds      1,047,134                      1,047,134  
Total      $1,047,134        $256,417,764        $—        $257,464,898  
Other Financial Instruments                
Futures Contracts – Liabilities      $(118,258      $—        $—        $(118,258

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 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. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at November 30, 2018 as reported in the Statement of Assets and Liabilities:

 

           Fair Value (a)  
Risk   Derivative Contracts      Liability Derivatives  
Interest Rate   Interest Rate Futures        $(118,258

 

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(a)

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

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended November 30, 2018 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $1,364,034  

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 November 30, 2018 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $(377,141

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 under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives 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

 

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uncovered collateral or margin obligations with the broker. Any such payments are included in “Interest expense and fees and amortization of VMTPS debt issuance costs” 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.

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

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

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

 

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

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.

Reimbursement of Expenses by Custodian – The fund’s custodian (or former custodian), State Street Bank and Trust Company, reimbursed its asset servicing clients for expense amounts that it billed in error during the period 1998 through 2015. The amount of this one-time reimbursement attributable to the fund is reflected as “Reimbursement of custodian expenses” in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable and tax-exempt income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

Book/tax differences primarily relate to 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.

 

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

 

     Year ended
11/30/18
     Year ended
11/30/17
 
Ordinary income (including any short-term capital gains)      $122,348        $136,868  
Tax-exempt income      11,445,879        11,180,645  
Total distributions      $11,568,227        $11,317,513  

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

 

As of 11/30/18       
Cost of investments      $249,318,326  
Gross appreciation      10,094,066  
Gross depreciation      (2,065,752
Net unrealized appreciation (depreciation)      $8,028,314  
Undistributed ordinary income      264,913  
Undistributed tax-exempt income      1,623,950  
Capital loss carryforwards      (5,512,578
Post-October capital loss deferral      (336,380
Other temporary differences      (237,987

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after November 30, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.

As of November 30, 2018, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:

 

11/30/19      $(5,512,578

(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 0.75% of the fund’s average daily net assets (including the value of preferred shares).

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest expense on VMTPS, amortization of debt issuance costs on VMTPS, taxes, extraordinary expenses, brokerage and transaction costs, other interest expense, and investment-related expenses, such that total fund operating expenses do not exceed 0.79% annually of the fund’s average daily net assets (including the value of preferred shares). This written agreement will continue

 

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until modified by the fund’s Board of Trustees, but such agreement will continue at least until November 30, 2019. For the year ended November 30, 2018, this reduction amounted to $250,681, 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 November 30, 2018, these fees paid to MFSC amounted to $5,776.

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 November 30, 2018 was equivalent to an annual effective rate of 0.0183% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS and MFSC.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended November 30, 2018, the fee paid by the fund under this agreement was $258 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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

(4) Portfolio Securities

For the year ended November 30, 2018, purchases and sales of investments, other than short-term obligations, aggregated $41,241,121 and $40,444,197, respectively.

 

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(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 November 30, 2018 and November 30, 2017, the fund did not repurchase any shares. Other transactions in fund shares were as follows:

 

     Year ended
11/30/18
     Year ended
11/30/17
 
     Shares      Amount      Shares      Amount  
Shares issued to shareholders in
reinvestment of distributions
            $—        8,448        $45,253  

(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 syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Bank Funding rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Bank Funding rate plus an agreed upon spread. For the year ended November 30, 2018, the fund’s commitment fee and interest expense were $979 and $0, respectively, and are included in “Interest expense and fees and amortization of VMTPS debt issuance costs” in the Statement of Operations.

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuers          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money Market Portfolio       1,418,220       41,948,892       (42,319,978     1,047,134  
Affiliated Issuers   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation/
Depreciation
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money Market Portfolio     $637       $282       $—       $61,760       $1,047,134  

(8) Preferred Shares

The fund has 3,900 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

 

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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 November 30, 2018, the VMTPS dividend rates ranged from 2.09% to 2.96%. For the year ended November 30, 2018, the average dividend rate was 2.52%.

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 November 30, 2018, interest expense related to the dividends paid to VMTPS amounted to $2,492,740 and is included in “Interest expense and fees and amortization of VMTPS debt issuance costs” 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, 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,

 

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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 Shareholders and the Board of Trustees of MFS High Income Municipal Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS High Income Municipal Trust (the “Fund”), including the portfolio of investments, as of November 30, 2018, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at November 30, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2018, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included

 

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

 

LOGO

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

Boston, Massachusetts

January 17, 2019

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS High Income Municipal Trust, which was held on October 4, 2018, 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

 
John A. Caroselli      23,320,366.089        551,126.339  
Clarence Otis, Jr.      23,295,404.089        576,088.339  
Robin A. Stelmach      23,443,265.089        428,227.339  

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      3,900        0  
Laurie J. Thomsen      3,900        0  

 

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TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of January 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 55)

  Trustee   February 2004   2019   135   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 57)

  Trustee   January 2014   2021   135   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 64)

  Trustee and Chair of Trustees   January 2009   2019   135   Private investor   N/A

Steven E. Buller

(age 67)

  Trustee   February 2014   2020   135   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 64)

  Trustee   March 2017   2021   135   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 63)

  Trustee   January 2009   2019   135   Private investor   N/A

Michael Hegarty

(age 74)

  Trustee   December 2004   2020   135   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)

Peter D. Jones

(age 63)

  Trustee   January 2019   2020   135   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 57)

  Trustee   January 2019   2021   135   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 62)

  Trustee   March 2017   2021   135   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 62)

  Trustee   May
2014
  2019   135   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A

Laurie J. Thomsen

(age 61)

  Trustee   March 2005   2019   135   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 44)

  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 50)

 

Assistant

Treasurer

  January 2012   N/A   135  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 51)

  Assistant Treasurer   April 2017   N/A   135   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 59)

 

Assistant

Secretary and Assistant Clerk

  September 2012   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Ethan D. Corey (k)

(age 55)

  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

David L. DiLorenzo (k)

(age 50)

  President   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 51)

  Secretary and Clerk   April 2017   N/A   135   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 45)

  Assistant
Secretary and Assistant Clerk
  June 2006   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 39)

  Assistant
Secretary and Assistant Clerk
  September 2018   N/A   135   Massachusetts Financial Services Company, Assistant Vice President and Counsel

Susan A. Pereira (k)

(age 48)

  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 48)

  Assistant Treasurer   September 2012   N/A   135   Massachusetts Financial Services Company, Vice President

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of

MFS Funds

for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

Matthew A. Stowe (k)

(age 44)

  Assistant Secretary and Assistant Clerk   October 2014   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Frank L. Tarantino

(age 74)

 

Independent

Senior Officer

  June 2004   N/A   135   Tarantino LLC (provider of compliance services), Principal

Richard S. Weitzel (k)

(age 48)

  Assistant Secretary and Assistant Clerk   October 2007   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Martin J. Wolin (k)

(age 51)

  Chief Compliance Officer   July 2015   N/A   135   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   135   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.

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

 

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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.

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

 

Ernst & Young LLP

200 Clarendon 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, 2018 (“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, 2017 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 (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel

 

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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 three-year period ended December 31, 2017, 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 2nd out of a total of 10 funds in the Broadridge performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 5th out of a total of 10 funds for the one-year period and 3rd out of a total of 10 funds for the five-year period ended December 31, 2017. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and the 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 out-performed the Bloomberg Barclays Municipal Bond Index for the one-, three- and five-year periods ended December 31, 2017 (one-year: 8.7% total return for the Fund versus 5.4% total return for the benchmark; three-year: 5.8% total return for the Fund versus 3.0% total return for the benchmark; five-year: 5.8% total return for the Fund versus 3.0% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

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

 

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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 preferred shares) and the advisory fee and total expense ratios of peer groups of funds 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 Broadridge data (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.

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

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

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

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

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

 

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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 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, 2018.

 

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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. The fund’s Form N-Q is 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, 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 2018 income tax forms in January 2019. 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, 98.94% 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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rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

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

 

What?  

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

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

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

 

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

 

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

For our everyday business purposes –

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

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

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

 

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

 

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Page 2  

 

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

 

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

We collect your personal information, for example, when you

 

 open an account or provide account information

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

 make a wire transfer

 

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

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

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

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

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

 

Definitions
Affiliates  

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

 

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

Nonaffiliates  

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

 

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

Joint marketing  

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

 

 MFS doesnt jointly market.

 

 

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

 

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LOGO

 

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

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

WRITE

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

 

New York Stock Exchange Symbol: CXE


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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

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

For the fiscal years ended November 30, 2018 and 2017, audit fees billed to the Fund by E&Y were as follows:    

 

     Audit Fees  
     2018      2017  

Fees billed by E&Y:

     

MFS High Income Municipal Trust

     59,606        58,340  


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For the fiscal years ended November 30, 2018 and 2017, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2018      2017      2018      2017      2018      2017  

Fees billed by E&Y:

                 

To MFS High Income Municipal Trust

     11,608        11,358        10,324        10,102        1,050        1,058  
     Audit-Related Fees1      Tax Fees2      All Other Fees3  
     2018      2017      2018      2017      2018      2017  

Fees billed by E&Y:

                 

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

     1,728,076        1,603,983        0        0        103,950        101,450  

 

     Aggregate Fees for Non-audit Services  
     2018      2017  

Fees Billed by E&Y:

     

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

     2,134,908        1,859,951  

 

*  

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

#

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

1 

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

2 

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

3 

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

Item 4(e)(1):

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

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


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

Item 4(e)(2):

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

Item 4(f):

Not applicable.

Item 4(h):

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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Effective January 1, 2019, the members of the Audit Committee are Messrs. Steven E. Buller, Clarence Otis Jr., James W. Kilman, Jr., and Michael Hegarty and Ms. Maryanne L. Roepke.

 

ITEM 6.

SCHEDULE OF INVESTMENTS

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

 

ITEM 7.

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

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


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ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

Information regarding the portfolio manager(s) of the MFS High Income Municipal 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    2007    Investment Officer of MFS; employed in the investment area of MFS since 2002.
Geoffrey Schechter    Portfolio Manager    2007    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, 2017, portfolio manager total cash compensation is a combination of base salary and performance bonus:

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

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

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

The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2017, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:

 

Fund

  

Portfolio Manager

  

Benchmark(s)

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


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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.

Ownership of Fund Shares

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) as of the Fund’s fiscal year ended November 30, 2018. 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


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Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended November 30, 2018:

 

     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      $ 5.6 billion        0        N/A        0        N/A  

Geoffrey Schechter

     14      $ 18.7 billion        4      $ 629.9 million        0        N/A  

 

*

Includes the Fund.

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

Potential Conflicts of Interest

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

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

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

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.


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ITEM 9.

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

 

MFS High Income Municipal Trust

 

Period

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

12/01/17-12/31/17

     0        N/A        0        3,150,648  

1/01/18-1/31/18

     0        N/A        0        3,150,648  

2/01/18-2/28/18

     0        N/A        0        3,150,648  

3/01/18-3/31/18

     0        N/A        0        3,150,648  

4/01/18-4/30/18

     0        N/A        0        3,150,648  

5/01/18-5/31/18

     0        N/A        0        3,150,648  

6/01/18-6/30/18

     0        N/A        0        3,150,648  

7/01/18-7/31/18

     0        N/A        0        3,150,648  

8/01/18-8/31/18

     0        N/A        0        3,150,648  

9/01/18-9/30/18

     0        N/A        0        3,150,648  

10/1/18-10/31/18

     0        N/A        0        3,151,210  

11/1/18-11/30/18

     0        N/A        0        3,151,210  
  

 

 

       

 

 

    

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, 2018 plan year is 3,151,210.

 

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.


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ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

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

 

(b)

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

 

ITEM 12.

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

During the fiscal year ended November 30, 2018, there were no fees or income related to securities lending activities of the Registrant.


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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.

 

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


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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 HIGH INCOME MUNICIPAL TRUST

 

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

Date: January 17, 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: January 17, 2019

 

By (Signature and Title)*    JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: January 17, 2019

 

*

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