Date of fiscal year end:
|
11/30
|
Date of reporting period:
|
11/30/2012
|
ITEM 1.
|
REPORT TO STOCKHOLDERS
|
NOVEMBER 30, 2012
Annual Report
to Shareholders
|
DWS Multi-Market Income Trust
Ticker Symbol: KMM
|
![]() |
4 Portfolio Management Review
12 Performance Summary
14 Investment Portfolio
40 Statement of Assets and Liabilities
42 Statement of Operations
43 Statement of Cash Flows
44 Statement of Changes in Net Assets
45 Financial Highlights
46 Notes to Financial Statements
58 Report of Independent Registered Public Accounting Firm
59 Tax Information
60 Shareholder Meeting Results
61 Dividend Reinvestment Plan
63 Investment Management Agreement Approval
67 Board Members and Officers
72 Additional Information
|
Investment Strategy
The fund's investment objective is to provide high current income, consistent with prudent total return asset management. The fund seeks to achieve its objective by investing its assets in a broad range of income producing securities, such as (1) U.S. corporate fixed-income securities, (2) debt obligations of foreign government and their agencies and instrumentalities, (3) debt obligations of the U.S. government and its agencies and instrumentalities and (4) other income producing securities.
|
"We seek to manage the fund from a long-term perspective and look to avoid excessive risk to boost short-term returns."
|
Average Annual Total Returns as of 11/30/12
|
||||||||||||||||
DWS Multi-Market Income Trust
|
1-Year
|
3-Year
|
5-Year
|
10-Year
|
||||||||||||
Based on Net Asset Value(a)
|
20.20 | % | 14.66 | % | 11.91 | % | 13.04 | % | ||||||||
Based on Market Price(a)
|
15.39 | % | 18.68 | % | 15.31 | % | 13.57 | % | ||||||||
Credit Suisse High Yield Index(b)
|
15.82 | % | 11.96 | % | 9.21 | % | 10.21 | % | ||||||||
Morningstar Closed-End Multisector Bond Funds Category (based on Net Asset Value)(c)
|
20.54 | % | 12.49 | % | 8.26 | % | 9.24 | % |
Net Asset Value and Market Price
|
||||||||
As of 11/30/12
|
As of 11/30/11
|
|||||||
Net Asset Value
|
$ | 10.29 | $ | 9.38 | ||||
Market Price
|
$ | 10.51 | $ | 9.98 |
Distribution Information
|
||||
Twelve Months as of 11/30/12:
Income Dividends
|
$ | .92 | ||
November Income Dividend
|
$ | .0770 | ||
Current Annualized Distribution Rate (based on Net Asset Value) as of 11/30/12†
|
8.98 | % | ||
Current Annualized Distribution Rate (based on Market Price) as of 11/30/12†
|
8.79 | % |
Morningstar Rankings — Closed-End Multisector Bond Funds Category as of 11/30/12
|
||||
Period
|
Rank
|
Number of Funds Tracked
|
Percentile Ranking (%)
|
|
1-Year
|
11
|
of
|
25
|
42
|
3-Year
|
6
|
of
|
23
|
23
|
5-Year
|
3
|
of
|
21
|
10
|
10-Year
|
2
|
of
|
14
|
8
|
Principal Amount ($)(a)
|
Value ($)
|
||||||||
Corporate Bonds 100.8%
|
|||||||||
Consumer Discretionary 19.3%
|
|||||||||
313 Group, Inc., 144A, 6.375%, 12/1/2019
|
295,000 | 290,575 | |||||||
AMC Entertainment, Inc., 8.75%, 6/1/2019
|
735,000 | 808,500 | |||||||
AMC Networks, Inc., 7.75%, 7/15/2021
|
130,000 | 147,550 | |||||||
Asbury Automotive Group, Inc.:
|
|||||||||
7.625%, 3/15/2017
|
255,000 | 263,925 | |||||||
8.375%, 11/15/2020
|
300,000 | 333,750 | |||||||
AutoNation, Inc., 6.75%, 4/15/2018
|
370,000 | 418,562 | |||||||
Avis Budget Car Rental LLC:
|
|||||||||
8.25%, 1/15/2019
|
365,000 | 403,781 | |||||||
9.625%, 3/15/2018
|
160,000 | 178,000 | |||||||
Block Communications, Inc., 144A, 7.25%, 2/1/2020
|
580,000 | 614,800 | |||||||
Bresnan Broadband Holdings LLC, 144A, 8.0%, 12/15/2018
|
695,000 | 750,600 | |||||||
Cablevision Systems Corp.:
|
|||||||||
7.75%, 4/15/2018
|
1,030,000 | 1,125,275 | |||||||
8.0%, 4/15/2020
|
85,000 | 93,925 | |||||||
Caesar's Entertainment Operating Co., Inc.:
|
|||||||||
144A, 8.5%, 2/15/2020
|
575,000 | 563,500 | |||||||
10.0%, 12/15/2018
|
295,000 | 188,063 | |||||||
11.25%, 6/1/2017
|
1,745,000 | 1,874,784 | |||||||
Carlson Wagonlit BV, 144A, 6.875%, 6/15/2019
|
320,000 | 334,400 | |||||||
CCO Holdings LLC:
|
|||||||||
5.25%, 9/30/2022
|
2,035,000 | 2,050,262 | |||||||
6.625%, 1/31/2022
|
675,000 | 734,062 | |||||||
7.0%, 1/15/2019
|
165,000 | 178,613 | |||||||
7.25%, 10/30/2017
|
1,575,000 | 1,718,719 | |||||||
7.375%, 6/1/2020
|
85,000 | 94,563 | |||||||
7.875%, 4/30/2018
|
4,645,000 | 5,016,600 | |||||||
8.125%, 4/30/2020
|
95,000 | 106,875 | |||||||
CDR DB Sub, Inc., 144A, 7.75%, 10/15/2020
|
165,000 | 162,525 | |||||||
Cequel Communications Holdings I LLC, 144A, 8.625%, 11/15/2017
|
2,500,000 | 2,668,750 | |||||||
Chester Downs & Marina LLC, 144A, 9.25%, 2/1/2020
|
110,000 | 108,625 | |||||||
Clear Channel Worldwide Holdings, Inc.:
|
|||||||||
Series A, 144A, 6.5%, 11/15/2022
|
195,000 | 194,025 | |||||||
Series B, 144A, 6.5%, 11/15/2022
|
525,000 | 527,625 | |||||||
Series A, 7.625%, 3/15/2020
|
85,000 | 82,025 | |||||||
Series B, 7.625%, 3/15/2020
|
865,000 | 847,700 | |||||||
Crown Media Holdings, Inc., 10.5%, 7/15/2019
|
215,000 | 240,800 | |||||||
Cumulus Media Holdings, Inc., 7.75%, 5/1/2019
|
185,000 | 178,988 | |||||||
DineEquity, Inc., 9.5%, 10/30/2018
|
415,000 | 469,469 | |||||||
DISH DBS Corp.:
|
|||||||||
4.625%, 7/15/2017
|
1,160,000 | 1,197,700 | |||||||
6.75%, 6/1/2021
|
110,000 | 124,300 | |||||||
7.125%, 2/1/2016
|
345,000 | 386,831 | |||||||
Fontainebleau Las Vegas Holdings LLC, 144A, 11.0%, 6/15/2015*
|
290,000 | 181 | |||||||
Griffey Intermediate, Inc., 144A, 7.0%, 10/15/2020
|
290,000 | 294,350 | |||||||
Harron Communications LP, 144A, 9.125%, 4/1/2020
|
425,000 | 462,187 | |||||||
Hertz Corp.:
|
|||||||||
6.75%, 4/15/2019
|
120,000 | 129,600 | |||||||
144A, 6.75%, 4/15/2019
|
330,000 | 356,400 | |||||||
7.5%, 10/15/2018
|
1,195,000 | 1,308,525 | |||||||
Jo-Ann Stores Holdings, Inc., 144A, 9.75%, 10/15/2019 (PIK)
|
165,000 | 161,288 | |||||||
Lear Corp., 8.125%, 3/15/2020
|
135,000 | 150,863 | |||||||
Levi Strauss & Co., 7.625%, 5/15/2020
|
480,000 | 521,400 | |||||||
Libbey Glass, Inc., 144A, 6.875%, 5/15/2020
|
190,000 | 203,300 | |||||||
Limited Brands, Inc., 7.0%, 5/1/2020
|
230,000 | 262,200 | |||||||
Lions Gate Entertainment, Inc., 144A, 10.25%, 11/1/2016
|
390,000 | 433,875 | |||||||
Mediacom Broadband LLC, 144A, 6.375%, 4/1/2023
|
610,000 | 616,100 | |||||||
Mediacom LLC:
|
|||||||||
7.25%, 2/15/2022
|
165,000 | 176,963 | |||||||
9.125%, 8/15/2019
|
530,000 | 585,650 | |||||||
MGM Resorts International:
|
|||||||||
144A, 6.75%, 10/1/2020
|
125,000 | 125,938 | |||||||
7.5%, 6/1/2016
|
140,000 | 148,750 | |||||||
7.625%, 1/15/2017
|
390,000 | 414,375 | |||||||
144A, 8.625%, 2/1/2019
|
1,285,000 | 1,407,075 | |||||||
9.0%, 3/15/2020
|
590,000 | 656,375 | |||||||
10.0%, 11/1/2016
|
160,000 | 182,800 | |||||||
10.375%, 5/15/2014
|
275,000 | 307,312 | |||||||
11.125%, 11/15/2017
|
345,000 | 378,637 | |||||||
National CineMedia LLC:
|
|||||||||
6.0%, 4/15/2022
|
320,000 | 338,400 | |||||||
7.875%, 7/15/2021
|
360,000 | 397,800 | |||||||
Norcraft Companies LP, 10.5%, 12/15/2015
|
620,000 | 620,000 | |||||||
Palace Entertainment Holdings LLC, 144A, 8.875%, 4/15/2017
|
285,000 | 301,387 | |||||||
Penske Automotive Group, Inc., 144A, 5.75%, 10/1/2022
|
440,000 | 447,700 | |||||||
PETCO Animal Supplies, Inc., 144A, 9.25%, 12/1/2018
|
225,000 | 249,750 | |||||||
Petco Holdings, Inc., 144A, 8.5%, 10/15/2017 (PIK)
|
85,000 | 86,913 | |||||||
Quebecor Media, Inc., 144A, 5.75%, 1/15/2023
|
295,000 | 306,062 | |||||||
Regal Entertainment Group, 9.125%, 8/15/2018
|
250,000 | 276,875 | |||||||
Royal Caribbean Cruises Ltd., 5.25%, 11/15/2022
|
220,000 | 230,450 | |||||||
Seminole Indian Tribe of Florida:
|
|||||||||
144A, 7.75%, 10/1/2017
|
330,000 | 359,700 | |||||||
144A, 7.804%, 10/1/2020
|
455,000 | 467,226 | |||||||
Sirius XM Radio, Inc., 144A, 8.75%, 4/1/2015
|
425,000 | 481,844 | |||||||
Sonic Automotive, Inc.:
|
|||||||||
144A, 7.0%, 7/15/2022
|
150,000 | 162,375 | |||||||
Series B, 9.0%, 3/15/2018
|
350,000 | 384,562 | |||||||
Sotheby's, 144A, 5.25%, 10/1/2022
|
285,000 | 287,850 | |||||||
Toys "R" Us-Delaware, Inc., 144A, 7.375%, 9/1/2016
|
260,000 | 266,500 | |||||||
UCI International, Inc., 8.625%, 2/15/2019
|
165,000 | 159,431 | |||||||
Unitymedia Hessen GmbH & Co., KG:
|
|||||||||
144A, 5.5%, 1/15/2023 (b)
|
1,120,000 | 1,120,000 | |||||||
144A, 7.5%, 3/15/2019
|
300,000 | 330,000 | |||||||
144A, 8.125%, 12/1/2017
|
1,545,000 | 1,676,325 | |||||||
Unitymedia KabelBW GmbH, 144A, 9.625%, 12/1/2019
|
EUR
|
610,000 | 886,632 | ||||||
Univision Communications, Inc.:
|
|||||||||
144A, 6.875%, 5/15/2019
|
85,000 | 87,550 | |||||||
144A, 7.875%, 11/1/2020
|
185,000 | 197,488 | |||||||
144A, 8.5%, 5/15/2021
|
105,000 | 108,150 | |||||||
UPC Holding BV:
|
|||||||||
144A, 8.375%, 8/15/2020
|
EUR
|
715,000 | 1,022,883 | ||||||
144A, 9.75%, 4/15/2018
|
EUR
|
595,000 | 825,249 | ||||||
Videotron Ltd., 9.125%, 4/15/2018
|
310,000 | 331,700 | |||||||
Viking Cruises Ltd., 144A, 8.5%, 10/15/2022
|
295,000 | 312,700 | |||||||
Visant Corp., 10.0%, 10/1/2017
|
305,000 | 265,350 | |||||||
Visteon Corp., 6.75%, 4/15/2019
|
549,000 | 579,195 | |||||||
Yonkers Racing Corp., 144A, 11.375%, 7/15/2016
|
240,000 | 258,600 | |||||||
48,589,838 | |||||||||
Consumer Staples 2.4%
|
|||||||||
Alliance One International, Inc., 10.0%, 7/15/2016
|
195,000 | 202,069 | |||||||
Constellation Brands, Inc.:
|
|||||||||
6.0%, 5/1/2022
|
150,000 | 171,562 | |||||||
8.375%, 12/15/2014
|
810,000 | 905,175 | |||||||
Darling International, Inc., 8.5%, 12/15/2018
|
620,000 | 710,675 | |||||||
Del Monte Corp., 7.625%, 2/15/2019
|
580,000 | 595,950 | |||||||
Dole Food Co., Inc., 144A, 8.0%, 10/1/2016
|
135,000 | 140,738 | |||||||
FAGE Dairy Industry SA, 144A, 9.875%, 2/1/2020
|
330,000 | 333,300 | |||||||
JBS U.S.A. LLC, 144A, 8.25%, 2/1/2020
|
240,000 | 249,000 | |||||||
NBTY, Inc., 9.0%, 10/1/2018
|
185,000 | 208,125 | |||||||
Pilgrim's Pride Corp., 7.875%, 12/15/2018
|
220,000 | 220,000 | |||||||
Rite Aid Corp., 9.25%, 3/15/2020
|
85,000 | 86,700 | |||||||
Smithfield Foods, Inc.:
|
|||||||||
6.625%, 8/15/2022
|
375,000 | 397,500 | |||||||
7.75%, 7/1/2017
|
590,000 | 671,125 | |||||||
Tops Holding Corp., 10.125%, 10/15/2015
|
440,000 | 464,200 | |||||||
TreeHouse Foods, Inc., 7.75%, 3/1/2018
|
370,000 | 405,150 | |||||||
U.S. Foods, Inc., 144A, 8.5%, 6/30/2019
|
290,000 | 292,900 | |||||||
6,054,169 | |||||||||
Energy 11.9%
|
|||||||||
Access Midstream Partners LP, 6.125%, 7/15/2022
|
500,000 | 530,000 | |||||||
Alpha Natural Resources, Inc., 6.0%, 6/1/2019
|
500,000 | 445,000 | |||||||
Arch Coal, Inc.:
|
|||||||||
7.0%, 6/15/2019
|
165,000 | 148,088 | |||||||
7.25%, 10/1/2020
|
150,000 | 134,625 | |||||||
7.25%, 6/15/2021
|
265,000 | 237,175 | |||||||
Berry Petroleum Co.:
|
|||||||||
6.75%, 11/1/2020
|
330,000 | 353,100 | |||||||
10.25%, 6/1/2014
|
325,000 | 360,750 | |||||||
BreitBurn Energy Partners LP:
|
|||||||||
144A, 7.875%, 4/15/2022
|
285,000 | 292,838 | |||||||
8.625%, 10/15/2020
|
150,000 | 161,625 | |||||||
Chaparral Energy, Inc., 144A, 7.625%, 11/15/2022
|
165,000 | 167,888 | |||||||
Chesapeake Energy Corp.:
|
|||||||||
7.25%, 12/15/2018
|
1,975,000 | 2,123,125 | |||||||
9.5%, 2/15/2015
|
620,000 | 695,950 | |||||||
Chesapeake Oilfield Operating LLC, 144A, 6.625%, 11/15/2019
|
315,000 | 296,100 | |||||||
CITGO Petroleum Corp., 144A, 11.5%, 7/1/2017
|
375,000 | 434,531 | |||||||
Cloud Peak Energy Resources LLC:
|
|||||||||
8.25%, 12/15/2017
|
165,000 | 177,375 | |||||||
8.5%, 12/15/2019
|
80,000 | 86,800 | |||||||
Continental Resources, Inc.:
|
|||||||||
5.0%, 9/15/2022
|
255,000 | 270,300 | |||||||
7.125%, 4/1/2021
|
230,000 | 259,325 | |||||||
7.375%, 10/1/2020
|
245,000 | 275,625 | |||||||
8.25%, 10/1/2019
|
110,000 | 123,750 | |||||||
Crestwood Midstream Partners LP, 7.75%, 4/1/2019
|
860,000 | 877,200 | |||||||
Crosstex Energy LP:
|
|||||||||
144A, 7.125%, 6/1/2022
|
155,000 | 158,100 | |||||||
8.875%, 2/15/2018
|
425,000 | 461,125 | |||||||
Dresser-Rand Group, Inc., 6.5%, 5/1/2021
|
585,000 | 614,250 | |||||||
Eagle Rock Energy Partners LP, 8.375%, 6/1/2019
|
390,000 | 395,850 | |||||||
El Paso LLC, 7.25%, 6/1/2018
|
405,000 | 468,146 | |||||||
EP Energy LLC:
|
|||||||||
6.875%, 5/1/2019
|
520,000 | 562,900 | |||||||
7.75%, 9/1/2022
|
125,000 | 129,688 | |||||||
9.375%, 5/1/2020
|
120,000 | 132,900 | |||||||
EV Energy Partners LP, 8.0%, 4/15/2019
|
1,280,000 | 1,344,000 | |||||||
Frontier Oil Corp., 6.875%, 11/15/2018
|
270,000 | 287,550 | |||||||
Global Geophysical Services, Inc., 10.5%, 5/1/2017
|
475,000 | 435,812 | |||||||
Halcon Resources Corp., 144A, 9.75%, 7/15/2020
|
230,000 | 243,800 | |||||||
Holly Energy Partners LP:
|
|||||||||
144A, 6.5%, 3/1/2020
|
165,000 | 173,250 | |||||||
8.25%, 3/15/2018
|
410,000 | 438,700 | |||||||
HollyFrontier Corp., 9.875%, 6/15/2017
|
620,000 | 676,575 | |||||||
Linn Energy LLC:
|
|||||||||
144A, 6.25%, 11/1/2019
|
855,000 | 858,206 | |||||||
6.5%, 5/15/2019
|
185,000 | 187,775 | |||||||
MarkWest Energy Partners LP, 5.5%, 2/15/2023
|
375,000 | 394,688 | |||||||
MEG Energy Corp.:
|
|||||||||
144A, 6.375%, 1/30/2023
|
595,000 | 617,312 | |||||||
144A, 6.5%, 3/15/2021
|
325,000 | 339,219 | |||||||
Midstates Petroleum Co., Inc., 144A, 10.75%, 10/1/2020
|
165,000 | 174,075 | |||||||
Newfield Exploration Co.:
|
|||||||||
5.75%, 1/30/2022
|
615,000 | 668,812 | |||||||
7.125%, 5/15/2018
|
955,000 | 1,007,525 | |||||||
Northern Oil & Gas, Inc., 8.0%, 6/1/2020
|
805,000 | 829,150 | |||||||
Oasis Petroleum, Inc.:
|
|||||||||
6.5%, 11/1/2021
|
240,000 | 252,600 | |||||||
7.25%, 2/1/2019
|
750,000 | 798,750 | |||||||
Offshore Group Investment Ltd.:
|
|||||||||
144A, 7.5%, 11/1/2019
|
420,000 | 422,100 | |||||||
11.5%, 8/1/2015
|
43,000 | 47,300 | |||||||
OGX Austria GmbH, 144A, 8.375%, 4/1/2022
|
220,000 | 179,300 | |||||||
Plains Exploration & Production Co.:
|
|||||||||
6.125%, 6/15/2019
|
345,000 | 351,038 | |||||||
6.75%, 2/1/2022
|
760,000 | 782,800 | |||||||
6.875%, 2/15/2023
|
740,000 | 762,200 | |||||||
7.625%, 6/1/2018
|
465,000 | 492,900 | |||||||
Quicksilver Resources, Inc., 11.75%, 1/1/2016
|
565,000 | 560,762 | |||||||
Sabine Pass LNG LP, 7.5%, 11/30/2016
|
145,000 | 156,600 | |||||||
SandRidge Energy, Inc., 7.5%, 3/15/2021
|
180,000 | 187,650 | |||||||
SESI LLC:
|
|||||||||
6.375%, 5/1/2019
|
335,000 | 356,775 | |||||||
7.125%, 12/15/2021
|
1,050,000 | 1,168,125 | |||||||
Shelf Drilling Holdings Ltd., 144A, 8.625%, 11/1/2018
|
210,000 | 211,050 | |||||||
Swift Energy Co.:
|
|||||||||
7.875%, 3/1/2022
|
625,000 | 646,875 | |||||||
144A, 7.875%, 3/1/2022
|
370,000 | 382,950 | |||||||
Tesoro Corp.:
|
|||||||||
4.25%, 10/1/2017
|
310,000 | 317,750 | |||||||
5.375%, 10/1/2022
|
215,000 | 223,600 | |||||||
Venoco, Inc., 8.875%, 2/15/2019
|
410,000 | 361,825 | |||||||
WPX Energy, Inc.:
|
|||||||||
5.25%, 1/15/2017
|
670,000 | 708,525 | |||||||
6.0%, 1/15/2022
|
490,000 | 524,300 | |||||||
29,946,353 | |||||||||
Financials 18.3%
|
|||||||||
Abengoa Finance SAU, 144A, 8.875%, 11/1/2017
|
360,000 | 320,400 | |||||||
AerCap Aviation Solutions BV, 6.375%, 5/30/2017
|
1,040,000 | 1,086,800 | |||||||
Akbank TAS, 144A, 5.125%, 7/22/2015
|
480,000 | 506,400 | |||||||
Ally Financial, Inc.:
|
|||||||||
4.625%, 6/26/2015
|
1,400,000 | 1,459,500 | |||||||
5.5%, 2/15/2017
|
580,000 | 617,700 | |||||||
6.25%, 12/1/2017
|
740,000 | 817,356 | |||||||
8.0%, 3/15/2020
|
870,000 | 1,070,100 | |||||||
8.3%, 2/12/2015
|
280,000 | 312,900 | |||||||
Alphabet Holding Co., Inc., 144A, 7.75%, 11/1/2017 (PIK)
|
145,000 | 147,900 | |||||||
AmeriGas Finance LLC:
|
|||||||||
6.75%, 5/20/2020
|
165,000 | 179,850 | |||||||
7.0%, 5/20/2022
|
165,000 | 179,850 | |||||||
Antero Resources Finance Corp.:
|
|||||||||
7.25%, 8/1/2019
|
415,000 | 448,200 | |||||||
9.375%, 12/1/2017
|
560,000 | 616,000 | |||||||
AWAS Aviation Capital Ltd., 144A, 7.0%, 10/17/2016
|
642,360 | 677,690 | |||||||
Banco Bradesco SA, 144A, 5.75%, 3/1/2022
|
1,420,000 | 1,519,400 | |||||||
BOE Merger Corp., 144A, 9.5%, 11/1/2017 (PIK)
|
295,000 | 289,100 | |||||||
Calpine Construction Finance Co., LP, 144A, 8.0%, 6/1/2016
|
420,000 | 448,350 | |||||||
Case New Holland, Inc., 7.875%, 12/1/2017
|
830,000 | 977,325 | |||||||
Cequel Communications Escrow 1 LLC, 144A, 6.375%, 9/15/2020
|
215,000 | 220,913 | |||||||
CIT Group, Inc.:
|
|||||||||
4.25%, 8/15/2017
|
1,850,000 | 1,890,752 | |||||||
144A, 4.75%, 2/15/2015
|
2,455,000 | 2,547,062 | |||||||
5.0%, 5/15/2017
|
300,000 | 314,250 | |||||||
5.25%, 3/15/2018
|
835,000 | 886,144 | |||||||
CNH Capital LLC, 144A, 3.875%, 11/1/2015
|
540,000 | 554,175 | |||||||
DuPont Fabros Technology LP, (REIT), 8.5%, 12/15/2017
|
495,000 | 543,262 | |||||||
E*TRADE Financial Corp.:
|
|||||||||
6.375%, 11/15/2019
|
420,000 | 423,675 | |||||||
6.75%, 6/1/2016
|
520,000 | 546,000 | |||||||
12.5%, 11/30/2017
|
963,000 | 1,083,712 | |||||||
Fibria Overseas Finance Ltd., 144A, 6.75%, 3/3/2021
|
160,000 | 174,400 | |||||||
Ford Motor Credit Co., LLC:
|
|||||||||
5.0%, 5/15/2018
|
585,000 | 641,417 | |||||||
5.875%, 8/2/2021
|
430,000 | 492,758 | |||||||
6.625%, 8/15/2017
|
465,000 | 541,529 | |||||||
8.125%, 1/15/2020
|
1,410,000 | 1,791,911 | |||||||
Fresenius Medical Care U.S. Finance II, Inc.:
|
|||||||||
144A, 5.625%, 7/31/2019
|
330,000 | 352,275 | |||||||
144A, 5.875%, 1/31/2022
|
285,000 | 305,662 | |||||||
Fresenius Medical Care U.S. Finance, Inc.:
|
|||||||||
144A, 5.75%, 2/15/2021
|
255,000 | 271,894 | |||||||
144A, 6.5%, 9/15/2018
|
170,000 | 190,825 | |||||||
Fresenius U.S. Finance II, Inc., 144A, 9.0%, 7/15/2015
|
300,000 | 345,750 | |||||||
Hellas Telecommunications Finance SCA, 144A, 8.21%**, 7/15/2015 (PIK)*
|
EUR
|
278,431 | 0 | ||||||
Hexion U.S. Finance Corp.:
|
|||||||||
6.625%, 4/15/2020
|
145,000 | 144,638 | |||||||
8.875%, 2/1/2018
|
2,020,000 | 2,040,200 | |||||||
International Lease Finance Corp.:
|
|||||||||
5.75%, 5/15/2016
|
155,000 | 162,030 | |||||||
6.25%, 5/15/2019
|
465,000 | 491,737 | |||||||
8.625%, 9/15/2015
|
300,000 | 334,125 | |||||||
8.625%, 1/15/2022
|
460,000 | 548,550 | |||||||
8.75%, 3/15/2017
|
1,365,000 | 1,561,219 | |||||||
Kinder Morgan Finance Co., LLC, 144A, 6.0%, 1/15/2018
|
610,000 | 667,247 | |||||||
Kinder Morgan Finance Co., ULC, 5.7%, 1/5/2016
|
910,000 | 992,960 | |||||||
Level 3 Financing, Inc.:
|
|||||||||
144A, 7.0%, 6/1/2020
|
550,000 | 559,625 | |||||||
8.125%, 7/1/2019
|
290,000 | 310,300 | |||||||
8.625%, 7/15/2020
|
240,000 | 261,000 | |||||||
Momentive Performance Materials, Inc., 144A, 8.875%, 10/15/2020
|
205,000 | 203,463 | |||||||
MPT Operating Partnership LP:
|
|||||||||
(REIT), 6.375%, 2/15/2022
|
270,000 | 282,150 | |||||||
(REIT), 6.875%, 5/1/2021
|
415,000 | 450,275 | |||||||
National Money Mart Co., 10.375%, 12/15/2016
|
450,000 | 498,375 | |||||||
Neuberger Berman Group LLC:
|
|||||||||
144A, 5.625%, 3/15/2020
|
245,000 | 255,413 | |||||||
144A, 5.875%, 3/15/2022
|
405,000 | 422,212 | |||||||
Nielsen Finance LLC, 144A, 4.5%, 10/1/2020
|
215,000 | 214,463 | |||||||
NII Capital Corp., 7.625%, 4/1/2021
|
285,000 | 196,650 | |||||||
Pinnacle Foods Finance LLC:
|
|||||||||
8.25%, 9/1/2017
|
700,000 | 735,000 | |||||||
9.25%, 4/1/2015
|
291,000 | 296,092 | |||||||
Reynolds Group Issuer, Inc.:
|
|||||||||
144A, 5.75%, 10/15/2020
|
575,000 | 587,937 | |||||||
6.875%, 2/15/2021
|
760,000 | 818,900 | |||||||
7.125%, 4/15/2019
|
1,355,000 | 1,463,400 | |||||||
8.25%, 2/15/2021
|
155,000 | 153,838 | |||||||
8.5%, 5/15/2018
|
100,000 | 101,750 | |||||||
9.875%, 8/15/2019
|
100,000 | 106,000 | |||||||
Schaeffler Finance BV:
|
|||||||||
144A, 7.75%, 2/15/2017
|
610,000 | 667,950 | |||||||
144A, 8.5%, 2/15/2019
|
255,000 | 283,687 | |||||||
Serta Simmons Holdings LLC, 144A, 8.125%, 10/1/2020
|
165,000 | 166,031 | |||||||
Sky Growth Acquisition Corp., 144A, 7.375%, 10/15/2020
|
250,000 | 246,563 | |||||||
Toys "R" Us Property Co. I, LLC, 10.75%, 7/15/2017
|
360,000 | 392,400 | |||||||
Tronox Finance LLC, 144A, 6.375%, 8/15/2020
|
365,000 | 359,525 | |||||||
UPCB Finance III Ltd., 144A, 6.625%, 7/1/2020
|
255,000 | 273,488 | |||||||
UPCB Finance V Ltd., 144A, 7.25%, 11/15/2021
|
320,000 | 350,400 | |||||||
Virgin Media Finance PLC, 4.875%, 2/15/2022
|
370,000 | 380,175 | |||||||
Virgin Media Secured Finance PLC, 6.5%, 1/15/2018
|
1,645,000 | 1,784,825 | |||||||
Wind Acquisition Finance SA, 144A, 7.25%, 2/15/2018
|
365,000 | 361,350 | |||||||
WMG Acquisition Corp., 144A, 6.0%, 1/15/2021
|
145,000 | 148,625 | |||||||
46,067,755 | |||||||||
Health Care 8.4%
|
|||||||||
Aviv Healthcare Properties LP, 7.75%, 2/15/2019
|
730,000 | 766,500 | |||||||
Biomet, Inc.:
|
|||||||||
144A, 6.5%, 8/1/2020
|
500,000 | 522,500 | |||||||
144A, 6.5%, 10/1/2020
|
145,000 | 143,550 | |||||||
Community Health Systems, Inc.:
|
|||||||||
5.125%, 8/15/2018
|
1,660,000 | 1,747,150 | |||||||
7.125%, 7/15/2020
|
965,000 | 1,020,487 | |||||||
HCA Holdings, Inc., 7.75%, 5/15/2021
|
805,000 | 873,425 | |||||||
HCA, Inc.:
|
|||||||||
5.875%, 3/15/2022
|
415,000 | 451,313 | |||||||
6.5%, 2/15/2020
|
2,865,000 | 3,215,962 | |||||||
7.5%, 2/15/2022
|
1,245,000 | 1,416,187 | |||||||
7.875%, 2/15/2020
|
3,805,000 | 4,275,869 | |||||||
8.5%, 4/15/2019
|
270,000 | 303,075 | |||||||
9.875%, 2/15/2017
|
328,000 | 348,910 | |||||||
Hologic, Inc., 144A, 6.25%, 8/1/2020
|
300,000 | 318,750 | |||||||
IMS Health, Inc., 144A, 6.0%, 11/1/2020
|
365,000 | 376,863 | |||||||
Mylan, Inc.:
|
|||||||||
144A, 7.625%, 7/15/2017
|
1,945,000 | 2,185,694 | |||||||
144A, 7.875%, 7/15/2020
|
385,000 | 454,781 | |||||||
Physio-Control International, Inc., 144A, 9.875%, 1/15/2019
|
240,000 | 262,200 | |||||||
STHI Holding Corp., 144A, 8.0%, 3/15/2018
|
240,000 | 261,000 | |||||||
Tenet Healthcare Corp., 6.25%, 11/1/2018
|
1,550,000 | 1,705,000 | |||||||
Warner Chilcott Co., LLC, 7.75%, 9/15/2018
|
545,000 | 576,338 | |||||||
21,225,554 | |||||||||
Industrials 7.0%
|
|||||||||
Accuride Corp., 9.5%, 8/1/2018
|
310,000 | 292,950 | |||||||
Aguila 3 SA, 144A, 7.875%, 1/31/2018
|
685,000 | 726,100 | |||||||
Air Lease Corp., 5.625%, 4/1/2017
|
685,000 | 715,825 | |||||||
BE Aerospace, Inc., 6.875%, 10/1/2020
|
235,000 | 262,025 | |||||||
Belden, Inc., 144A, 5.5%, 9/1/2022
|
505,000 | 511,312 | |||||||
Bombardier, Inc.:
|
|||||||||
144A, 5.75%, 3/15/2022
|
650,000 | 663,000 | |||||||
144A, 7.75%, 3/15/2020
|
1,700,000 | 1,908,250 | |||||||
Briggs & Stratton Corp., 6.875%, 12/15/2020
|
225,000 | 249,188 | |||||||
Casella Waste Systems, Inc., 7.75%, 2/15/2019
|
785,000 | 755,562 | |||||||
CHC Helicopter SA, 9.25%, 10/15/2020
|
475,000 | 482,125 | |||||||
Clean Harbors, Inc., 144A, 5.125%, 6/1/2021 (b)
|
375,000 | 383,438 | |||||||
Ducommun, Inc., 9.75%, 7/15/2018
|
250,000 | 265,625 | |||||||
DynCorp International, Inc., 10.375%, 7/1/2017
|
635,000 | 560,387 | |||||||
Florida East Coast Railway Corp., 8.125%, 2/1/2017
|
155,000 | 164,106 | |||||||
FTI Consulting, Inc.:
|
|||||||||
144A, 6.0%, 11/15/2022
|
295,000 | 301,638 | |||||||
6.75%, 10/1/2020
|
1,095,000 | 1,163,437 | |||||||
Garda World Security Corp., 144A, 9.75%, 3/15/2017
|
235,000 | 247,338 | |||||||
Huntington Ingalls Industries, Inc.:
|
|||||||||
6.875%, 3/15/2018
|
410,000 | 439,725 | |||||||
7.125%, 3/15/2021
|
85,000 | 91,906 | |||||||
Interline Brands, Inc., 7.5%, 11/15/2018
|
395,000 | 427,588 | |||||||
Iron Mountain, Inc., 5.75%, 8/15/2024
|
515,000 | 513,712 | |||||||
Meritor, Inc.:
|
|||||||||
8.125%, 9/15/2015
|
205,000 | 217,300 | |||||||
10.625%, 3/15/2018
|
225,000 | 233,438 | |||||||
Navios Maritime Holdings, Inc.:
|
|||||||||
8.125%, 2/15/2019
|
530,000 | 466,400 | |||||||
8.875%, 11/1/2017
|
175,000 | 178,063 | |||||||
Navios South American Logistics, Inc., 9.25%, 4/15/2019
|
205,000 | 195,775 | |||||||
Nortek, Inc., 8.5%, 4/15/2021
|
315,000 | 342,563 | |||||||
Ply Gem Industries, Inc., 144A, 9.375%, 4/15/2017
|
120,000 | 126,600 | |||||||
RBS Global, Inc. & Rexnord Corp., 8.5%, 5/1/2018
|
885,000 | 960,225 | |||||||
Spirit AeroSystems, Inc.:
|
|||||||||
6.75%, 12/15/2020
|
330,000 | 349,800 | |||||||
7.5%, 10/1/2017
|
230,000 | 246,100 | |||||||
Titan International, Inc., 7.875%, 10/1/2017
|
685,000 | 720,962 | |||||||
TransDigm, Inc., 7.75%, 12/15/2018
|
500,000 | 552,500 | |||||||
United Rentals North America, Inc.:
|
|||||||||
144A, 5.75%, 7/15/2018
|
550,000 | 592,625 | |||||||
6.125%, 6/15/2023
|
35,000 | 35,963 | |||||||
144A, 7.375%, 5/15/2020
|
455,000 | 497,087 | |||||||
144A, 7.625%, 4/15/2022
|
455,000 | 503,912 | |||||||
Welltec A/S, 144A, 8.0%, 2/1/2019
|
200,000 | 210,000 | |||||||
17,554,550 | |||||||||
Information Technology 4.6%
|
|||||||||
Alliance Data Systems Corp., 144A, 5.25%, 12/1/2017
|
370,000 | 373,700 | |||||||
Aspect Software, Inc., 10.625%, 5/15/2017
|
180,000 | 163,800 | |||||||
Avaya, Inc., 144A, 7.0%, 4/1/2019
|
1,150,000 | 1,032,125 | |||||||
CDW LLC, 8.5%, 4/1/2019
|
625,000 | 673,437 | |||||||
CommScope, Inc., 144A, 8.25%, 1/15/2019
|
665,000 | 723,187 | |||||||
CyrusOne LP, 144A, 6.375%, 11/15/2022
|
145,000 | 150,075 | |||||||
eAccess Ltd., 144A, 8.25%, 4/1/2018
|
235,000 | 260,850 | |||||||
Equinix, Inc.:
|
|||||||||
7.0%, 7/15/2021
|
335,000 | 368,500 | |||||||
8.125%, 3/1/2018
|
1,100,000 | 1,210,000 | |||||||
Fidelity National Information Services, Inc.:
|
|||||||||
5.0%, 3/15/2022
|
165,000 | 172,425 | |||||||
7.625%, 7/15/2017
|
85,000 | 92,650 | |||||||
First Data Corp.:
|
|||||||||
144A, 6.75%, 11/1/2020
|
1,010,000 | 1,017,575 | |||||||
144A, 7.375%, 6/15/2019
|
365,000 | 375,038 | |||||||
144A, 8.875%, 8/15/2020
|
635,000 | 695,325 | |||||||
Freescale Semiconductor, Inc., 144A, 9.25%, 4/15/2018
|
1,520,000 | 1,635,900 | |||||||
Hughes Satellite Systems Corp.:
|
|||||||||
6.5%, 6/15/2019
|
700,000 | 752,500 | |||||||
7.625%, 6/15/2021
|
335,000 | 373,525 | |||||||
Jabil Circuit, Inc.:
|
|||||||||
5.625%, 12/15/2020
|
400,000 | 423,000 | |||||||
7.75%, 7/15/2016
|
135,000 | 156,263 | |||||||
Sensata Technologies BV, 144A, 6.5%, 5/15/2019
|
420,000 | 443,100 | |||||||
SunGard Data Systems, Inc., 144A, 6.625%, 11/1/2019
|
370,000 | 377,400 | |||||||
11,470,375 | |||||||||
Materials 11.8%
|
|||||||||
Aleris International, Inc.:
|
|||||||||
7.625%, 2/15/2018
|
155,000 | 155,775 | |||||||
144A, 7.875%, 11/1/2020
|
40,000 | 39,500 | |||||||
APERAM:
|
|||||||||
144A, 7.375%, 4/1/2016
|
305,000 | 277,550 | |||||||
144A, 7.75%, 4/1/2018
|
365,000 | 312,075 | |||||||
Ball Corp., 7.375%, 9/1/2019
|
170,000 | 189,125 | |||||||
Berry Plastics Corp.:
|
|||||||||
5.09%**, 2/15/2015
|
1,965,000 | 1,965,982 | |||||||
9.5%, 5/15/2018
|
235,000 | 257,325 | |||||||
9.75%, 1/15/2021
|
305,000 | 346,938 | |||||||
Clearwater Paper Corp., 7.125%, 11/1/2018
|
515,000 | 558,775 | |||||||
Compass Minerals International, Inc., 8.0%, 6/1/2019
|
325,000 | 349,375 | |||||||
Continental Rubber of America Corp., 144A, 4.5%, 9/15/2019
|
230,000 | 232,300 | |||||||
Crown Americas LLC:
|
|||||||||
6.25%, 2/1/2021
|
70,000 | 76,650 | |||||||
7.625%, 5/15/2017
|
1,590,000 | 1,687,387 | |||||||
CSN Resources SA, 144A, 6.5%, 7/21/2020
|
2,190,000 | 2,427,615 | |||||||
Essar Steel Algoma, Inc.:
|
|||||||||
144A, 9.375%, 3/15/2015
|
1,770,000 | 1,601,850 | |||||||
144A, 9.875%, 6/15/2015
|
150,000 | 97,500 | |||||||
Exopack Holding Corp., 10.0%, 6/1/2018
|
335,000 | 304,850 | |||||||
FMG Resources (August 2006) Pty Ltd.:
|
|||||||||
144A, 6.0%, 4/1/2017
|
490,000 | 476,525 | |||||||
144A, 6.875%, 4/1/2022
|
350,000 | 341,250 | |||||||
144A, 7.0%, 11/1/2015
|
515,000 | 525,300 | |||||||
144A, 8.25%, 11/1/2019
|
410,000 | 419,225 | |||||||
Greif, Inc., 7.75%, 8/1/2019
|
870,000 | 998,325 | |||||||
Huntsman International LLC:
|
|||||||||
144A, 4.875%, 11/15/2020
|
330,000 | 326,700 | |||||||
8.625%, 3/15/2020
|
455,000 | 509,600 | |||||||
8.625%, 3/15/2021
|
185,000 | 209,513 | |||||||
IAMGOLD Corp., 144A, 6.75%, 10/1/2020
|
435,000 | 426,300 | |||||||
JMC Steel Group, Inc., 144A, 8.25%, 3/15/2018
|
240,000 | 247,200 | |||||||
Kaiser Aluminum Corp., 8.25%, 6/1/2020
|
395,000 | 432,525 | |||||||
KGHM International Ltd., 144A, 7.75%, 6/15/2019
|
900,000 | 924,750 | |||||||
Koppers, Inc., 7.875%, 12/1/2019
|
490,000 | 538,388 | |||||||
Longview Fibre Paper & Packaging, Inc., 144A, 8.0%, 6/1/2016
|
245,000 | 256,638 | |||||||
LyondellBasell Industries NV:
|
|||||||||
5.0%, 4/15/2019
|
505,000 | 561,181 | |||||||
6.0%, 11/15/2021
|
155,000 | 185,031 | |||||||
Molycorp, Inc., 144A, 10.0%, 6/1/2020
|
310,000 | 279,000 | |||||||
Momentive Performance Materials, Inc., 9.5%, 1/15/2021
|
EUR
|
255,000 | 235,465 | ||||||
Novelis, Inc.:
|
|||||||||
8.375%, 12/15/2017
|
1,190,000 | 1,309,000 | |||||||
8.75%, 12/15/2020
|
685,000 | 767,200 | |||||||
OI European Group BV, 144A, 6.75%, 9/15/2020
|
EUR
|
255,000 | 372,432 | ||||||
Owens-Brockway Glass Container, Inc., 7.375%, 5/15/2016
|
2,030,000 | 2,314,200 | |||||||
Packaging Dynamics Corp., 144A, 8.75%, 2/1/2016
|
370,000 | 389,425 | |||||||
Polymer Group, Inc., 7.75%, 2/1/2019
|
415,000 | 444,050 | |||||||
Rain CII Carbon LLC, 144A, 8.0%, 12/1/2018
|
370,000 | 369,075 | |||||||
Sealed Air Corp., 7.875%, 6/15/2017
|
2,360,000 | 2,525,200 | |||||||
Viskase Companies, Inc., 144A, 9.875%, 1/15/2018
|
545,000 | 561,350 | |||||||
Volcan Cia Minera SAA, 144A, 5.375%, 2/2/2022
|
1,565,000 | 1,694,112 | |||||||
Wolverine Tube, Inc., 6.0%, 6/28/2014 (PIK)
|
62,955 | 61,633 | |||||||
29,581,165 | |||||||||
Telecommunication Services 12.9%
|
|||||||||
Cincinnati Bell, Inc.:
|
|||||||||
8.25%, 10/15/2017
|
1,680,000 | 1,793,400 | |||||||
8.375%, 10/15/2020
|
1,360,000 | 1,468,800 | |||||||
8.75%, 3/15/2018
|
1,185,000 | 1,196,850 | |||||||
CPI International, Inc., 8.0%, 2/15/2018
|
180,000 | 171,225 | |||||||
Cricket Communications, Inc.:
|
|||||||||
7.75%, 5/15/2016
|
1,825,000 | 1,929,937 | |||||||
7.75%, 10/15/2020
|
2,140,000 | 2,209,550 | |||||||
Crown Castle International Corp.:
|
|||||||||
144A, 5.25%, 1/15/2023
|
185,000 | 193,325 | |||||||
7.125%, 11/1/2019
|
325,000 | 358,313 | |||||||
Digicel Group Ltd.:
|
|||||||||
144A, 8.25%, 9/30/2020
|
625,000 | 664,062 | |||||||
144A, 10.5%, 4/15/2018
|
320,000 | 352,000 | |||||||
Digicel Ltd.:
|
|||||||||
144A, 7.0%, 2/15/2020
|
200,000 | 211,500 | |||||||
144A, 8.25%, 9/1/2017
|
2,015,000 | 2,161,087 | |||||||
ERC Ireland Preferred Equity Ltd., 144A, 7.69%**, 2/15/2017 (PIK)*
|
EUR
|
281,038 | 110 | ||||||
Frontier Communications Corp.:
|
|||||||||
7.125%, 1/15/2023
|
545,000 | 576,337 | |||||||
7.875%, 4/15/2015
|
56,000 | 62,860 | |||||||
8.25%, 4/15/2017
|
500,000 | 575,000 | |||||||
8.5%, 4/15/2020
|
665,000 | 759,762 | |||||||
8.75%, 4/15/2022
|
85,000 | 97,113 | |||||||
Intelsat Jackson Holdings SA:
|
|||||||||
7.25%, 10/15/2020
|
920,000 | 982,100 | |||||||
7.5%, 4/1/2021
|
1,220,000 | 1,305,400 | |||||||
8.5%, 11/1/2019
|
835,000 | 931,025 | |||||||
Intelsat Luxembourg SA:
|
|||||||||
11.25%, 2/4/2017
|
1,365,000 | 1,446,900 | |||||||
11.5%, 2/4/2017 (PIK)
|
2,955,468 | 3,136,490 | |||||||
iPCS, Inc., 2.438%**, 5/1/2013
|
115,000 | 114,713 | |||||||
Level 3 Communications, Inc., 144A, 8.875%,6/1/2019
|
45,000 | 47,250 | |||||||
MetroPCS Wireless, Inc.:
|
|||||||||
6.625%, 11/15/2020
|
600,000 | 634,500 | |||||||
7.875%, 9/1/2018
|
580,000 | 626,400 | |||||||
Pacnet Ltd., 144A, 9.25%, 11/9/2015
|
200,000 | 200,000 | |||||||
SBA Communications Corp., 144A, 5.625%, 10/1/2019
|
285,000 | 294,263 | |||||||
SBA Telecommunications, Inc., 8.25%, 8/15/2019
|
97,000 | 108,883 | |||||||
Sprint Nextel Corp.:
|
|||||||||
6.0%, 12/1/2016
|
2,950,000 | 3,200,750 | |||||||
9.125%, 3/1/2017
|
235,000 | 276,125 | |||||||
Syniverse Holdings, Inc., 9.125%, 1/15/2019
|
90,000 | 96,075 | |||||||
tw telecom holdings, Inc., 144A, 5.375%, 10/1/2022
|
400,000 | 414,000 | |||||||
Windstream Corp.:
|
|||||||||
7.0%, 3/15/2019
|
340,000 | 345,950 | |||||||
7.5%, 6/1/2022
|
240,000 | 249,000 | |||||||
7.5%, 4/1/2023
|
590,000 | 609,175 | |||||||
7.75%, 10/15/2020
|
250,000 | 263,750 | |||||||
7.75%, 10/1/2021
|
490,000 | 516,950 | |||||||
7.875%, 11/1/2017
|
1,155,000 | 1,279,164 | |||||||
8.125%, 9/1/2018
|
535,000 | 580,475 | |||||||
32,440,569 | |||||||||
Utilities 4.2%
|
|||||||||
AES Corp.:
|
|||||||||
7.75%, 10/15/2015
|
1,525,000 | 1,711,812 | |||||||
8.0%, 10/15/2017
|
255,000 | 292,613 | |||||||
8.0%, 6/1/2020
|
375,000 | 433,125 | |||||||
Calpine Corp.:
|
|||||||||
144A, 7.5%, 2/15/2021
|
576,000 | 636,480 | |||||||
144A, 7.875%, 7/31/2020
|
409,000 | 453,990 | |||||||
Centrais Eletricas Brasileiras SA, 144A, 6.875%, 7/30/2019
|
2,545,000 | 2,971,287 | |||||||
DPL, Inc., 6.5%, 10/15/2016
|
1,885,000 | 1,983,962 | |||||||
Energy Future Holdings Corp., Series Q, 6.5%, 11/15/2024
|
805,000 | 382,375 | |||||||
Energy Future Intermediate Holding Co., LLC, 10.0%, 12/1/2020
|
100,000 | 111,500 | |||||||
IPALCO Enterprises, Inc.:
|
|||||||||
5.0%, 5/1/2018
|
975,000 | 1,004,250 | |||||||
144A, 7.25%, 4/1/2016
|
185,000 | 204,888 | |||||||
NRG Energy, Inc.:
|
|||||||||
7.625%, 1/15/2018
|
285,000 | 314,925 | |||||||
8.25%, 9/1/2020
|
90,000 | 99,900 | |||||||
10,601,107 | |||||||||
Total Corporate Bonds (Cost $240,312,435)
|
253,531,435 | ||||||||
Government & Agency Obligations 16.0%
|
|||||||||
Other Government Related (c) 0.4%
|
|||||||||
Pemex Project Funding Master Trust, 5.75%, 3/1/2018
|
770,000 | 900,900 | |||||||
Sovereign Bonds 15.6%
|
|||||||||
Dominican Republic, 144A, 7.5%, 5/6/2021
|
3,300,000 | 3,857,700 | |||||||
Federative Republic of Brazil, 12.5%, 1/5/2016
|
BRL
|
2,070,000 | 1,205,595 | ||||||
Republic of Argentina-Inflation Linked Bond, 5.83%, 12/31/2033
|
ARS
|
809 | 160 | ||||||
Republic of Croatia:
|
|||||||||
144A, 6.25%, 4/27/2017
|
1,065,000 | 1,174,162 | |||||||
144A, 6.375%, 3/24/2021
|
3,560,000 | 4,079,760 | |||||||
Republic of El Salvador, 144A, 7.65%, 6/15/2035
|
1,235,000 | 1,366,527 | |||||||
Republic of Ghana, 144A, 8.5%, 10/4/2017
|
175,000 | 201,250 | |||||||
Republic of Lithuania:
|
|||||||||
144A, 5.125%, 9/14/2017
|
1,395,000 | 1,569,375 | |||||||
144A, 7.375%, 2/11/2020
|
1,450,000 | 1,874,125 | |||||||
Republic of Panama, 9.375%, 1/16/2023
|
2,610,000 | 3,817,125 | |||||||
Republic of Poland, 5.125%, 4/21/2021
|
3,710,000 | 4,399,912 | |||||||
Republic of Serbia, 144A, 7.25%, 9/28/2021
|
1,740,000 | 1,961,850 | |||||||
Republic of South Africa, 6.875%, 5/27/2019
|
185,000 | 234,118 | |||||||
Republic of Uruguay, 4.125%, 11/20/2045
|
1,042,115 | 1,045,241 | |||||||
Republic of Venezuela, 9.25%, 9/15/2027
|
1,090,000 | 1,024,600 | |||||||
Russian Federation:
|
|||||||||
144A, 5.0%, 4/29/2020
|
8,005,000 | 9,377,857 | |||||||
REG S, 7.5%, 3/31/2030
|
1,624,187 | 2,064,504 | |||||||
39,253,861 | |||||||||
Total Government & Agency Obligations (Cost $33,953,504)
|
40,154,761 | ||||||||
Loan Participations and Assignments 18.7%
|
|||||||||
Senior Loans**17.4%
|
|||||||||
Buffalo Gulf Coast Terminals LLC, Term Loan, 5.25%, 10/31/2017
|
775,000 | 786,625 | |||||||
Buffets, Inc., Letter of Credit, First Lien, LIBOR plus 9.25%, 4/22/2015*
|
39,468 | 19,413 | |||||||
Burger King Corp., Term Loan B, 3.75%, 9/27/2019
|
735,000 | 739,248 | |||||||
Caesars Entertainment Operating Co., Term Loan B6, 5.458%, 1/26/2018
|
153,000 | 137,700 | |||||||
Chesapeake Energy Corp., Term Loan, 5.75%, 12/1/2017
|
1,340,000 | 1,319,692 | |||||||
Clear Channel Communication, Inc., Term Loan B, 3.859%, 1/29/2016
|
372,389 | 303,615 | |||||||
Crown Castle International Corp., Term Loan B, 4.0%, 1/31/2019
|
4,430,390 | 4,461,359 | |||||||
Cumulus Media Holdings, Inc., Second Lien Term Loan, 7.5%, 9/16/2019
|
495,000 | 507,375 | |||||||
Del Monte Foods Co., Term Loan, 4.5%, 3/8/2018
|
1,409,376 | 1,413,026 | |||||||
First Data Corp.:
|
|||||||||
Term Loan, 2.958%, 9/24/2014
|
1,210,000 | 1,211,071 | |||||||
Term Loan, 5.208%, 3/24/2017
|
1,655,000 | 1,629,761 | |||||||
Goodyear Tire & Rubber Co., Second Lien Term Loan, 4.75%, 4/30/2019
|
3,520,000 | 3,547,139 | |||||||
Kabel Deutschland GmbH, Term Loan F, 4.25%, 2/1/2019
|
3,990,000 | 4,024,913 | |||||||
Lord & Taylor Holdings LLC, Term Loan B, 5.75%, 1/11/2019
|
653,844 | 661,406 | |||||||
MetroPCS Wireless, Inc., Term Loan B3, 4.0%, 3/16/2018
|
1,261,795 | 1,267,990 | |||||||
NRG Energy, Inc., Term Loan B, 4.0%, 7/2/2018
|
1,017,424 | 1,028,763 | |||||||
Par Pharmaceutical Companies, Inc., Term Loan B, 5.0%, 9/30/2019
|
1,220,000 | 1,218,859 | |||||||
PETCO Animal Supplies, Inc., Term Loan, 4.5%, 11/24/2017
|
588,000 | 592,081 | |||||||
Pilot Travel Centers LLC:
|
|||||||||
Term Loan B, 3.75%, 3/30/2018
|
1,020,844 | 1,026,071 | |||||||
Term Loan B2, 4.25%, 8/7/2019
|
2,525,000 | 2,544,527 | |||||||
Pinnacle Foods Finance LLC, Term Loan F, 4.75%, 10/17/2018
|
1,007,475 | 1,016,925 | |||||||
Plains Exploration & Production, 7 year Term Loan, 4.0%, 9/13/2019
|
1,210,000 | 1,218,645 | |||||||
Samson Investment Co., Second Lien Term Loan, 6.0%, 9/25/2018
|
2,000,000 | 2,017,500 | |||||||
Tallgrass Energy Partners LP, Term Loan, 5.25%, 10/25/2018
|
2,070,000 | 2,079,481 | |||||||
Tomkins LLC:
|
|||||||||
Term Loan B, 4.25%, 9/29/2016
|
4,065,652 | 4,094,457 | |||||||
First Lien Term Loan, 5.25%, 11/1/2018
|
645,000 | 649,299 | |||||||
Transdigm, Inc., Term Loan B2, 4.0%, 2/14/2017
|
2,067,086 | 2,080,657 | |||||||
Univision Communications, Inc., Term Loan, 4.459%, 3/31/2017
|
583,601 | 571,290 | |||||||
Warner Chilcott Co., LLC, Term Loan B2, 4.25%, 3/15/2018
|
232,150 | 233,827 | |||||||
Warner Chilcott Corp., Term Loan B1, 4.25%, 3/15/2018
|
640,623 | 645,248 | |||||||
WC Luxco SARL, Term Loan B3, 4.25%, 3/15/2018
|
319,207 | 321,511 | |||||||
WMG Acquisition Corp., Term Loan, 5.25%, 10/25/2018
|
520,000 | 524,875 | |||||||
43,894,349 | |||||||||
Sovereign Loans 1.3%
|
|||||||||
Bank of Moscow, 144A, 6.699%, 3/11/2015
|
1,385,000 | 1,471,562 | |||||||
Sberbank of Russia, 144A, 6.125%, 2/7/2022
|
600,000 | 671,388 | |||||||
VTB Bank OJSC, 144A, 6.315%, 2/22/2018
|
985,000 | 1,056,787 | |||||||
3,199,737 | |||||||||
Total Loan Participations and Assignments (Cost $46,508,277)
|
47,094,086 | ||||||||
Convertible Bonds 0.4%
|
|||||||||
Consumer Discretionary 0.2%
|
|||||||||
Group 1 Automotive, Inc., 3.0%, 3/15/2020
|
235,000 | 409,341 | |||||||
Industrials 0.0%
|
|||||||||
Meritor, Inc., Step-down Coupon, 4.625% to 3/1/2016, 0% to 3/1/2026
|
90,000 | 84,825 | |||||||
Materials 0.2%
|
|||||||||
GEO Specialty Chemicals, Inc., 144A, 7.5%, 3/31/2015 (PIK)
|
428,424 | 507,725 | |||||||
Total Convertible Bonds (Cost $736,343)
|
1,001,891 | ||||||||
Preferred Securities 0.5%
|
|||||||||
Financials 0.3%
|
|||||||||
Citigroup, Inc., 5.95%, 1/30/2023 (d)
|
730,000 | 742,775 | |||||||
Materials 0.2%
|
|||||||||
Hercules, Inc., 6.5%, 6/30/2029
|
675,000 | 607,500 | |||||||
Total Preferred Securities (Cost $1,176,457)
|
1,350,275 |
Units
|
Value ($)
|
|||||||
Other Investments 0.0%
|
||||||||
Consumer Discretionary
|
||||||||
AOT Bedding Super Holdings LLC*(e) (Cost $15,000)
|
15 | 52,164 |
Shares
|
Value ($)
|
|||||||
Common Stocks 0.0%
|
||||||||
Consumer Discretionary 0.0%
|
||||||||
Buffets Restaurants Holdings, Inc.*
|
323 | 3,392 | ||||||
Postmedia Network Canada Corp.*
|
5,121 | 9,537 | ||||||
Trump Entertainment Resorts, Inc.*
|
32 | 0 | ||||||
Vertis Holdings, Inc.*
|
294 | 0 | ||||||
12,929 | ||||||||
Industrials 0.0%
|
||||||||
Congoleum Corp.*
|
7,900 | 0 | ||||||
Quad Graphics, Inc.
|
27 | 438 | ||||||
438 | ||||||||
Materials 0.0%
|
||||||||
GEO Specialty Chemicals, Inc.*
|
7,125 | 3,242 | ||||||
GEO Specialty Chemicals, Inc. 144A*
|
649 | 295 | ||||||
Wolverine Tube, Inc.*
|
2,790 | 50,555 | ||||||
54,092 | ||||||||
Total Common Stocks (Cost $218,500)
|
67,459 | |||||||
Preferred Stock 0.2%
|
||||||||
Financials
|
||||||||
Ally Financial, Inc. 144A, 7.0% (Cost $421,794)
|
455 | 443,028 | ||||||
Warrants 0.0%
|
||||||||
Consumer Discretionary 0.0%
|
||||||||
Reader's Digest Association, Inc., Expiration Date 2/19/2014*
|
589 | 100 | ||||||
Materials 0.0%
|
||||||||
GEO Specialty Chemicals, Inc., Expiration Date 3/31/2015*
|
39,514 | 17,623 | ||||||
Hercules Trust II, Expiration Date 3/31/2029*
|
400 | 4,705 | ||||||
22,328 | ||||||||
Total Warrants (Cost $87,876)
|
22,428 |
Contracts
|
Value ($)
|
|||||||
Call Options Purchased 0.0%
|
||||||||
Options on Interest Rate Swap Contracts
|
||||||||
Pay Fixed Rate — 3.583% - Receive Floating — LIBOR, Swap Expiration Date 5/11/2026, Option Expiration Date 5/9/2016
|
300,000 | 8,335 | ||||||
Pay Fixed Rate — 3.635% - Receive Floating — LIBOR, Swap Expiration Date 4/27/2026, Option Expiration Date 4/25/2016
|
900,000 | 23,645 | ||||||
Pay Fixed Rate — 3.72% - Receive Floating — LIBOR, Swap Expiration Date 4/22/2026, Option Expiration Date 4/20/2016
|
900,000 | 22,086 | ||||||
Total Call Options Purchased (Cost $103,005)
|
54,066 |
Shares
|
Value ($)
|
|||||||
Cash Equivalents 5.0%
|
||||||||
Central Cash Management Fund, 0.17% (f) (Cost $12,503,789)
|
12,503,789 | 12,503,789 |
% of Net Assets
|
Value ($)
|
|||||||
Total Investment Portfolio (Cost $336,036,980)†
|
141.6 | 356,275,382 | ||||||
Other Assets and Liabilities, Net
|
(0.7 | ) | (1,746,010 | ) | ||||
Notes Payable
|
(40.9 | ) | (103,000,000 | ) | ||||
Net Assets
|
100.0 | 251,529,372 |
Securities
|
Coupon
|
Maturity Date
|
Principal Amount
|
Cost ($)
|
Value ($)
|
|||||||||||||
Buffets, Inc.*
|
LIBOR plus 9.25%
|
4/22/2015
|
39,468 |
USD
|
38,106 | 19,413 | ||||||||||||
ERC Ireland Preferred Equity Ltd.*
|
7.69 | % |
2/15/2017
|
281,038 |
EUR
|
382,577 | 110 | |||||||||||
Fontainebleau Las Vegas Holdings LLC*
|
11.0 | % |
6/15/2015
|
290,000 |
USD
|
292,813 | 181 | |||||||||||
Hellas Telecommunications Finance SCA*
|
8.21 | % |
7/15/2015
|
278,431 |
EUR
|
79,885 | 0 | |||||||||||
793,381 | 19,704 |
Schedule of Restricted Securities
|
Acquisition Date
|
Cost ($)
|
Value ($)
|
Value as % of Net Assets
|
|||||||||
AOT Bedding Super Holdings LLC*
|
June 2010
|
15,000 | 52,164 | 0.02 |
Borrower
|
Unfunded Loan Commitment ($)
|
Value ($)
|
Unrealized Appreciation ($)
|
|||||||||
Tallgrass Energy Partners LP, Term Delay Draw, 10/25/2017
|
514,800 | 517,400 | 2,600 |
Options on Interest Rate Swap Contracts
|
||||||||||||||
Swap Effective/
Expiration
Date
|
Contract Amount
|
Option Expiration Date
|
Premiums Received ($)
|
Value ($) (g)
|
||||||||||
Call Options
Receive Fixed — 4.083% - Pay Floating — LIBOR
|
5/11/2016
5/11/2026
|
300,000 |
5/9/2016
|
10,200 | (5,801 | ) | ||||||||
Receive Fixed — 4.135% - Pay Floating — LIBOR
|
4/27/2016
4/27/2026
|
900,000 |
4/25/2016
|
33,300 | (16,422 | ) | ||||||||
Receive Fixed — 4.22% - Pay Floating — LIBOR
|
4/22/2016
4/22/2026
|
900,000 |
4/20/2016
|
32,085 | (15,348 | ) | ||||||||
Total Call Options
|
75,585 | (37,571 | ) | |||||||||||
Put Options
Pay Fixed — 1.9% - Receive Floating — LIBOR
|
4/24/2013
4/24/2023
|
900,000 |
4/22/2013
|
12,330 | (21,693 | ) | ||||||||
Pay Fixed — 2.07% - Receive Floating — LIBOR
|
5/10/2013
5/10/2043
|
300,000 |
5/8/2013
|
4,800 | (2,274 | ) | ||||||||
Pay Fixed — 2.09% - Receive Floating — LIBOR
|
4/25/2013
4/25/2043
|
900,000 |
4/23/2013
|
16,920 | (6,308 | ) | ||||||||
Total Put Options
|
34,050 | (30,275 | ) | |||||||||||
Total Written Options
|
109,635 | (67,846 | ) |
Effective/
Expiration Date
|
Notional Amount ($) (h)
|
Fixed Cash Flows Received
|
Underlying Debt Obligation/ Quality Rating (i)
|
Value ($)
|
Upfront Payments Paid/ (Received) ($)
|
Unrealized Appreciation ($)
|
|||||||||||||||
6/21/2010
9/20/2013
|
1,285,000 | 1 | 5.0 | % |
Ford Motor Co., 6.5%, 8/1/2018, BBB-
|
58,185 | (6,395 | ) | 64,580 | ||||||||||||
6/21/2010
9/20/2015
|
1,555,000 | 2 | 5.0 | % |
Ford Motor Co., 6.5%, 8/1/2018, BBB-
|
161,722 | (35,560 | ) | 197,282 | ||||||||||||
12/20/2011
3/20/2017
|
565,000 | 3 | 5.0 | % |
CIT Group, Inc., 5.5%, 2/15/2019, BB-
|
64,413 | 20,488 | 43,925 | |||||||||||||
Total unrealized appreciation
|
305,787 |
Contracts to Deliver
|
In Exchange For
|
Settlement Date
|
Unrealized Appreciation ($)
|
Counterparty
|
|||||||||||
USD
|
622,604 |
EUR
|
481,030 |
12/21/2012
|
3,148 |
JPMorgan Chase Securities, Inc.
|
|||||||||
USD
|
146,547 |
EUR
|
113,000 |
12/21/2012
|
450 |
Citigroup, Inc.
|
|||||||||
Total unrealized appreciation
|
3,598 |
Contracts to Deliver
|
In Exchange For
|
Settlement Date
|
Unrealized Depreciation ($)
|
Counterparty
|
|||||||||||
EUR
|
3,151,500 |
USD
|
4,013,687 |
12/21/2012
|
(85,969 | ) |
Citigroup, Inc.
|
Currency Abbreviations
|
ARS Argentine Peso
BRL Brazilian Real
EUR Euro
USD United States Dollar
|
Assets
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Fixed Income Investments (j)
|
||||||||||||||||
Corporate Bonds
|
$ | — | $ | 253,469,802 | $ | 61,633 | $ | 253,531,435 | ||||||||
Government & Agency Obligations
|
— | 40,154,761 | — | 40,154,761 | ||||||||||||
Loan Participations and Assignments
|
— | 47,094,086 | — | 47,094,086 | ||||||||||||
Convertible Bonds
|
— | 494,166 | 507,725 | 1,001,891 | ||||||||||||
Preferred Securities
|
— | 1,350,275 | — | 1,350,275 | ||||||||||||
Other Investments
|
— | — | 52,164 | 52,164 | ||||||||||||
Common Stocks (j)
|
9,975 | 3,392 | 54,092 | 67,459 | ||||||||||||
Preferred Stock
|
— | 443,028 | — | 443,028 | ||||||||||||
Warrants (j)
|
— | — | 22,428 | 22,428 | ||||||||||||
Short-Term Investments (j)
|
12,503,789 | — | — | 12,503,789 | ||||||||||||
Unfunded Loan Commitment
|
— | 2,600 | — | 2,600 | ||||||||||||
Derivatives (k)
|
||||||||||||||||
Purchased Options
|
— | 54,066 | — | 54,066 | ||||||||||||
Credit Default Swaps
|
— | 305,787 | — | 305,787 | ||||||||||||
Forward Foreign Currency Exchange Contracts
|
— | 3,598 | — | 3,598 | ||||||||||||
Total
|
$ | 12,513,764 | $ | 343,375,561 | $ | 698,042 | $ | 356,587,367 | ||||||||
Liabilities
|
||||||||||||||||
Derivatives (k)
|
||||||||||||||||
Written Options
|
$ | — | $ | (67,846 | ) | $ | — | $ | (67,846 | ) | ||||||
Forward Foreign Currency Exchange Contracts
|
— | (85,969 | ) | — | (85,969 | ) | ||||||||||
Total
|
$ | — | $ | (153,815 | ) | $ | — | $ | (153,815 | ) |
as of November 30, 2012
|
||||
Assets
|
||||
Investments:
Investments in non-affiliated securities, at value (cost $323,533,191)
|
$ | 343,771,593 | ||
Investment in Central Cash Management Fund (cost $12,503,789)
|
12,503,789 | |||
Total investments in securities, at value (cost $336,036,980)
|
356,275,382 | |||
Cash
|
52,460 | |||
Foreign currency, at value (cost $128)
|
113 | |||
Receivable for investments sold
|
2,394,515 | |||
Receivable for investments sold — when-issued securities
|
228,563 | |||
Interest receivable
|
5,245,857 | |||
Unrealized appreciation on unfunded loan commitment
|
2,600 | |||
Unrealized appreciation on swap contracts
|
305,787 | |||
Unrealized appreciation on forward foreign currency exchange contracts
|
3,598 | |||
Upfront payments paid on swap contracts
|
20,488 | |||
Other assets
|
10,263 | |||
Total assets
|
364,539,626 | |||
Liabilities
|
||||
Payable for investments purchased
|
7,646,978 | |||
Payable for investments purchased — when-issued securities
|
1,720,000 | |||
Notes payable
|
103,000,000 | |||
Interest on notes payable
|
170,662 | |||
Options written, at value (premium received $109,635)
|
67,846 | |||
Unrealized depreciation on forward foreign currency exchange contracts
|
85,969 | |||
Upfront payments received on swap contracts
|
41,955 | |||
Accrued management fee
|
176,681 | |||
Accrued Trustees' fees
|
6,717 | |||
Other accrued expenses and payables
|
93,446 | |||
Total liabilities
|
113,010,254 | |||
Net assets, at value
|
$ | 251,529,372 |
Statement of Assets and Liabilities as of November 30, 2012 (continued)
|
||||
Net Assets Consist of
|
||||
Undistributed net investment income
|
3,663,269 | |||
Net unrealized appreciation (depreciation) on:
Investments
|
20,238,402 | |||
Swap contracts
|
305,787 | |||
Unfunded loan commitment
|
2,600 | |||
Foreign currency
|
(82,387 | ) | ||
Written options
|
41,789 | |||
Accumulated net realized gain (loss)
|
(19,645,414 | ) | ||
Paid-in capital
|
247,005,326 | |||
Net assets, at value
|
$ | 251,529,372 | ||
Net Asset Value
|
||||
Net Asset Value per share ($251,529,372 ÷ 24,445,323 outstanding shares of beneficial interest, $.01 par value, unlimited shares authorized)
|
$ | 10.29 |
for the year ended November 30, 2012
|
||||
Investment Income
|
||||
Income:
Interest
|
$ | 23,714,523 | ||
Dividends
|
7,990 | |||
Income distributions — Central Cash Management Fund
|
13,028 | |||
Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates
|
33,055 | |||
Total income
|
23,768,596 | |||
Expenses:
Management fee
|
2,072,358 | |||
Services to shareholders
|
23,546 | |||
Custodian fee
|
34,967 | |||
Professional fees
|
168,788 | |||
Reports to shareholders
|
37,899 | |||
Trustees' fees and expenses
|
18,038 | |||
Interest expense
|
1,596,770 | |||
Stock exchange listing fees
|
23,912 | |||
Other
|
68,311 | |||
Total expenses
|
4,044,589 | |||
Net investment income
|
19,724,007 | |||
Realized and Unrealized Gain (Loss)
|
||||
Net realized gain (loss) from:
Investments
|
5,168,575 | |||
Swap contracts
|
159,198 | |||
Foreign currency
|
253,796 | |||
5,581,569 | ||||
Change in net unrealized appreciation (depreciation) on:
Investments
|
19,432,209 | |||
Swap contracts
|
114,997 | |||
Unfunded loan commitment
|
2,600 | |||
Written options
|
41,789 | |||
Foreign currency
|
(98,401 | ) | ||
19,493,194 | ||||
Net gain (loss)
|
25,074,763 | |||
Net increase (decrease) in net assets resulting from operations
|
$ | 44,798,770 |
for the year ended November 30, 2012
|
||||
Increase (Decrease) in Cash:
Cash Flows from Operating Activities
|
||||
Net increase (decrease) in net assets resulting from operations
|
$ | 44,798,770 | ||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided (used) by operating activities:
Purchases of long-term investments
|
(157,512,305 | ) | ||
Net purchases, sales and maturities of short-term investments
|
(11,008,080 | ) | ||
Net amortization of premium/(accretion of discount)
|
329,972 | |||
Proceeds from sales and maturities of long-term investments
|
153,275,974 | |||
(Increase) decrease in interest receivable
|
584,965 | |||
(Increase) decrease in other assets
|
83,448 | |||
Increase (decrease) in written options, at value
|
67,846 | |||
(Increase) decrease in receivable for investments sold
|
2,643,792 | |||
Increase (decrease) in interest on notes payable
|
108,013 | |||
Increase (decrease) in payable for investments purchased
|
8,231,978 | |||
(Increase) decrease in upfront payments paid on credit default swap contracts
|
(20,488 | ) | ||
Increase (decrease) in other accrued expenses and payables
|
(74,260 | ) | ||
Change in unrealized (appreciation) depreciation on investments
|
(19,432,209 | ) | ||
Change in unrealized (appreciation) depreciation on swaps
|
(114,997 | ) | ||
Change in unrealized (appreciation) depreciation on unfunded loan commitment
|
(2,600 | ) | ||
Change in unrealized (appreciation) depreciation on forward foreign currency exchange contracts
|
105,631 | |||
Net realized (gain) loss from investments
|
(5,168,575 | ) | ||
Cash provided (used) by operating activities
|
16,896,875 | |||
Cash Flows from Financing Activities
|
||||
Net increase (decrease) in notes payable
|
4,752,697 | |||
Distributions paid (net of reinvestment of distributions)
|
(21,612,365 | ) | ||
Cash provided (used) by financing activities
|
(16,859,668 | ) | ||
Increase (decrease) in cash
|
37,207 | |||
Cash at beginning of period (including foreign currency)
|
15,366 | |||
Cash at end of period (including foreign currency)
|
$ | 52,573 | ||
Supplemental Disclosure
|
||||
Reinvestment of distributions
|
$ | 929,263 | ||
Interest paid on notes
|
$ | (1,488,757 | ) |
Years Ended November 30,
|
||||||||
Increase (Decrease) in Net Assets
|
2012
|
2011
|
||||||
Operations:
Net investment income
|
$ | 19,724,007 | $ | 21,065,499 | ||||
Net realized gain (loss)
|
5,581,569 | 2,104,033 | ||||||
Change in net unrealized appreciation (depreciation)
|
19,493,194 | (9,998,759 | ) | |||||
Net increase (decrease) in net assets resulting from operations
|
44,798,770 | 13,170,773 | ||||||
Distributions to shareholders from:
Net investment income
|
(22,541,628 | ) | (22,202,866 | ) | ||||
Fund share transactions:
Net proceeds from reinvestment of distributions
|
929,263 | 734,093 | ||||||
Net increase (decrease) in net assets from Fund share transactions
|
929,263 | 734,093 | ||||||
Increase (decrease) in net assets
|
23,186,405 | (8,298,000 | ) | |||||
Net assets at beginning of period
|
228,342,967 | 236,640,967 | ||||||
Net assets at end of period (including undistributed net investment income of $3,663,269 and $5,387,634, respectively)
|
$ | 251,529,372 | $ | 228,342,967 | ||||
Other Information
|
||||||||
Shares outstanding at beginning of period
|
24,353,061 | 24,277,999 | ||||||
Shares issued to shareholders from reinvestment of distributions
|
92,262 | 75,062 | ||||||
Shares outstanding at end of period
|
24,445,323 | 24,353,061 |
Years Ended November 30,
|
|||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||||||
Selected Per Share Data
|
|||||||||||||||||||||
Net asset value, beginning of period
|
$ | 9.38 | $ | 9.75 | $ | 8.99 | $ | 6.52 | $ | 9.61 | |||||||||||
Income (loss) from investment operations:
Net investment incomea
|
.81 | .87 | .90 | .76 | .67 | ||||||||||||||||
Net realized and unrealized gain (loss)
|
1.02 | (.33 | ) | .71 | 2.49 | (2.98 | ) | ||||||||||||||
Total from investment operations
|
1.83 | .54 | 1.61 | 3.25 | (2.31 | ) | |||||||||||||||
Less distributions from:
Net investment income
|
(.92 | ) | (.91 | ) | (.85 | ) | (.78 | ) | (.78 | ) | |||||||||||
Net asset value, end of period
|
$ | 10.29 | $ | 9.38 | $ | 9.75 | $ | 8.99 | $ | 6.52 | |||||||||||
Market price, end of period
|
$ | 10.51 | $ | 9.98 | $ | 10.17 | $ | 8.28 | $ | 5.10 | |||||||||||
Total Return
|
|||||||||||||||||||||
Based on net asset value (%)b
|
20.20 | 5.64 | 18.71 | 54.34 | (24.55 | )c | |||||||||||||||
Based on market price (%)b
|
15.39 | 7.65 | 34.58 | 81.73 | (32.88 | ) | |||||||||||||||
Ratios to Average Net Assets and Supplemental Data
|
|||||||||||||||||||||
Net assets, end of period ($ millions)
|
252 | 228 | 237 | 218 | 158 | ||||||||||||||||
Ratio of expenses before fee reductions (including interest expense) (%)
|
1.66 | 1.49 | 1.62 | 1.53 | 1.49 | ||||||||||||||||
Ratio of expenses after fee reductions (including interest expense) (%)
|
1.66 | 1.49 | 1.62 | 1.53 | 1.48 | ||||||||||||||||
Ratio of expenses after fee reductions (excluding interest expense) (%)
|
1.00 | 1.02 | 1.07 | 1.04 | 1.04 | ||||||||||||||||
Ratio of net investment income (%)
|
8.09 | 8.84 | 9.57 | 9.69 | 7.56 | ||||||||||||||||
Portfolio turnover rate (%)
|
45 | 55 | 78 | 113 | 35 | ||||||||||||||||
Total debt outstanding end of period ($ thousands)
|
103,000 | 98,247 | 92,000 | 88,500 | 41,500 | ||||||||||||||||
Asset coverage per $1,000 of debtd
|
3,442 | 3,324 | 3,572 | 3,464 | 4,810 |
a Based on average shares outstanding during the period.
b Total return based on net asset value reflects changes in the Fund's net asset value during each period. Total return based on market price reflects changes in market price. Each figure assumes that dividend and capital gain distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to NAV at which the Fund's shares trade during the period.
c Total return would have been lower had certain fees not been reduced.
d Asset coverage equals the total net assets plus borrowings of the Fund divided by the borrowings outstanding at period end.
|
Undistributed ordinary income*
|
$ | 3,872,618 | ||
Capital loss carryforwards
|
$ | (18,784,000 | ) | |
Net unrealized appreciation (depreciation) on investments
|
$ | 19,376,826 |
Years Ended November 30,
|
||||||||
2012
|
2011
|
|||||||
Distributions from ordinary income*
|
$ | 22,541,628 | $ | 22,202,866 |
Asset Derivatives
|
Purchased Options
|
Forward Contracts
|
Swap Contracts
|
Total
|
||||||||||||
Interest Rate Contracts (a)
|
$ | 54,066 | $ | — | $ | — | $ | 54,066 | ||||||||
Credit Contracts (a)
|
— | — | 305,787 | 305,787 | ||||||||||||
Foreign Exchange Contracts (b)
|
— | 3,598 | — | 3,598 | ||||||||||||
$ | 54,066 | $ | 3,598 | $ | 305,787 | $ | 363,451 |
Liability Derivatives
|
Written Options
|
Forward Contracts
|
Total
|
|||||||||
Interest Rate Contracts (a)
|
$ | (67,846 | ) | $ | — | $ | (67,846 | ) | ||||
Foreign Exchange Contracts (b)
|
— | (85,969 | ) | (85,969 | ) | |||||||
$ | (67,846 | ) | $ | (85,969 | ) | $ | (153,815 | ) |
Realized Gain (Loss)
|
Forward Contracts
|
Swap Contracts
|
Total
|
|||||||||
Credit Contracts (a)
|
$ | — | $ | 159,198 | $ | 159,198 | ||||||
Foreign Exchange Contracts (b)
|
351,428 | — | 351,428 | |||||||||
$ | 351,428 | $ | 159,198 | $ | 510,626 |
Change in Net Unrealized Appreciation (Depreciation)
|
Purchased Options
|
Written Options
|
Forward Contracts
|
Swap Contracts
|
Total
|
|||||||||||||||
Credit Contracts (a)
|
$ | — | $ | — | $ | — | $ | 114,997 | $ | 114,997 | ||||||||||
Foreign Exchange Contracts (b)
|
— | — | (105,631 | ) | — | (105,631 | ) | |||||||||||||
Interest Rate Contracts (c)
|
(48,939 | ) | 41,789 | — | — | (7,150 | ) | |||||||||||||
$ | (48,939 | ) | $ | 41,789 | $ | (105,631 | ) | $ | 114,997 | $ | 2,216 |
Contract Amount
|
Premium
|
|||||||
Outstanding, beginning of period
|
— | $ | — | |||||
Options written
|
4,200,000 | 109,635 | ||||||
Outstanding, end of period
|
4,200,000 | $ | 109,635 |
![]() |
||
Boston, Massachusetts
January 25, 2013
|
Number of Votes
|
||
For
|
Withheld
|
|
Keith R. Fox
|
21,728,756
|
498,343
|
Richard J. Herring
|
21,656,038
|
571,061
|
William N. Searcy, Jr.
|
21,658,688
|
568,411
|
Robert H. Wadsworth
|
21,653,287
|
573,812
|
Independent Board Members
|
||||
Name, Year of Birth, Position with the Fund and Length of Time Served1
|
Business Experience and Directorships During the Past Five Years
|
Number of Funds in DWS Fund Complex Overseen
|
Other Directorships Held by Board Member
|
|
Kenneth C. Froewiss (1945)
Chairperson since 2013,9 and Board Member since 2001
|
Adjunct Professor of Finance, NYU Stern School of Business (September 2009-present; Clinical Professor from 1997-September 2009); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)
|
103
|
—
|
|
William McClayton (1944)
Vice Chairperson since 2013,9 and Board Member since 2004
|
Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001-2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival
|
103
|
—
|
|
John W. Ballantine (1946)
Board Member since 1999
|
Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996). Directorships: Stockwell Capital Investments PLC (private equity); former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International
|
103
|
Chairman of the Board, Healthways, Inc.2 (provider of disease and care management services) (2003- present); Portland General Electric2 (utility company) (2003- present)
|
|
Henry P. Becton, Jr. (1943)
Board Member since 1990
|
Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The PBS Foundation; North Bennett Street School (Boston); former Directorships: Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College
|
103
|
Lead Director, Becton Dickinson and Company2 (medical technology company); Lead Director, Belo Corporation2 (media company)
|
|
Dawn-Marie Driscoll (1946)
Board Member since 1987
|
President, Driscoll Associates (consulting firm); Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Trustee, Southwest Florida Community Foundation (charitable organization); former Directorships: Sun Capital Advisers Trust (mutual funds) (2007-2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)
|
103
|
—
|
|
Keith R. Fox, CFA (1954)
Board Member since 1996
|
Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011-2012)
|
103
|
—
|
|
Paul K. Freeman (1950)
Board Member since 1993, and Chairperson (2009-Jan. 8, 2013)
|
Consultant, World Bank/Inter-American Development Bank; Executive and Governing Council of the Independent Directors Council (Chairman of Education Committee); formerly: Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998); Directorships: Denver Zoo Foundation (December 2012-present); former Directorships: Prisma Energy International
|
103
|
—
|
|
Richard J. Herring (1946)
Board Member since 1990
|
Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Co-Chair, U.S. Shadow Financial Regulatory Committee; Executive Director, Financial Economists Roundtable; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006)
|
103
|
Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since 2007), Singapore Fund, Inc. (since September 2007), Independent Director of Barclays Bank Delaware (since September 2010)
|
|
Rebecca W. Rimel (1951)
Board Member since 1995
|
President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); Trustee, Washington College (2011-2013); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Director, Viasys Health Care2 (January 2007-June 2007); Trustee, Pro Publica (charitable organization) (2007-2010); Trustee, Thomas Jefferson Foundation (charitable organization) (1994-2012)
|
103
|
Director, Becton Dickinson and Company2 (medical technology company) (2012- present); Director, CardioNet, Inc.2 (health care) (2009- present)
|
|
William N. Searcy, Jr. (1946)
Board Member since 1993
|
Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation2 (telecommunications) (November 1989-September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998-2012)
|
103
|
—
|
|
Jean Gleason Stromberg (1943)
Board Member since 1997
|
Retired. Formerly, Consultant (1997-2001); Director, Financial Markets U.S. Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)
|
103
|
—
|
|
Robert H. Wadsworth
(1940)
Board Member since 1999
|
President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, National Horizon, Inc. (non-profit organization); Director and Treasurer, The Phoenix Boys Choir Association
|
106
|
—
|
Interested Board Member and Officer4
|
||||
Name, Year of Birth, Position with the Fund and Length of Time Served1,6
|
Business Experience and Directorships During the Past Five Years
|
Number of Funds in DWS Fund Complex Overseen
|
Other Directorships Held by Board Member
|
|
Michael J. Woods5 (1967)
Board Member since 2013,9 and Executive Vice President since 20139
|
Managing Director,3 Deutsche Asset Management (2009-present); Head of the Americas Asset Management Business for Deutsche Bank, Member of the Asset and Wealth Management ("AWM") Extended Executive Committee, AWM Global Client Group Executive Committee and the AWM Active Asset Management Executive Committee; CEO and US Regional Head of DWS Investments; formerly: Sr. VP, Head of the Financial Intermediaries and Investments Group of Evergreen Investments (2007-2009), CEO and Vice Chairman of Board of Directors of XTF Global Asset Management (2006-2007), Managing Director — US Head of Sub-Advisory and Investment Only Business at Citigroup Asset Management (2000-2006). Mr. Woods is currently a board member of The Children's Village, The Big Brothers Big Sisters Organization, and The Mutual Fund Education Alliance.
|
39
|
—
|
Officers4
|
||
Name, Year of Birth, Position with the Fund and Length of Time Served6
|
Business Experience and Directorships During the Past Five Years
|
|
W. Douglas Beck, CFA7 (1967)
President, 2011-present
|
Managing Director,3 Deutsche Asset Management (2006-present); President of DWS family of funds and Head of Product Management, U.S. for DWS Investments; formerly: Executive Director, Head of Product Management (2002-2006) and President (2005-2006) of the UBS Funds at UBS Global Asset Management; Co-Head of Manager Research/Managed Solutions Group, Merrill Lynch (1998-2002)
|
|
John Millette8 (1962)
Vice President and Secretary, 1999-present
|
Director,3 Deutsche Asset Management
|
|
Paul H. Schubert7 (1963)
Chief Financial Officer, 2004-present
Treasurer, 2005-present
|
Managing Director,3 Deutsche Asset Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
|
|
Caroline Pearson8 (1962)
Chief Legal Officer, 2010-present
|
Managing Director,3 Deutsche Asset Management; formerly: Assistant Secretary for DWS family of funds (1997-2010)
|
|
Melinda Morrow7 (1970)
Vice President, 2012-present
|
Director,3 Deutsche Asset Management
|
|
Hepsen Uzcan8 (1974)
Assistant Secretary, since 20139
|
Vice President, Deutsche Asset Management
|
|
Paul Antosca8 (1957)
Assistant Treasurer, 2007-present
|
Director,3 Deutsche Asset Management
|
|
Jack Clark8 (1967)
Assistant Treasurer, 2007-present
|
Director,3 Deutsche Asset Management
|
|
Diane Kenneally8 (1966)
Assistant Treasurer, 2007-present
|
Director,3 Deutsche Asset Management
|
|
John Caruso7 (1965)
Anti-Money Laundering Compliance Officer, 2010-present
|
Managing Director,3 Deutsche Asset Management
|
|
Robert Kloby7 (1962)
Chief Compliance Officer, 2006-present
|
Managing Director,3 Deutsche Asset Management
|
Automated Information Line
|
DWS Investments Closed-End Fund Info Line
(800) 349-4281
|
|
Web Site
|
www.dws-investments.com
Obtain fact sheets, financial reports, press releases and webcasts when available.
|
|
Written Correspondence
|
Deutsche Investment Management Americas Inc.
345 Park Avenue
New York, NY 10154
|
|
Legal Counsel
|
Vedder Price P.C.
222 North LaSalle Street
Chicago, IL 60601
|
|
Dividend Reinvestment Plan Agent
|
Computershare Inc.
P.O. Box 43078
Providence, RI 02940-3078
|
|
Shareholder Service Agent and Transfer Agent
|
DWS Investments Service Company
P.O. Box 219066
Kansas City, MO 64121-9066
(800) 294-4366
|
|
Custodian
|
State Street Bank and Trust Company
Lafayette Corporate Center
2 Avenue De Lafayette
Boston, MA 02111
|
|
Independent Registered Public Accounting Firm
|
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
|
|
Proxy Voting
|
The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337.
|
Portfolio Holdings
|
Following the fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. This form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The fund's portfolio holdings as of the month-end are posted on www.dws-investments.com on or after the last day of the following month. More frequent posting of portfolio holdings information may be made from time to time on www.dws-investments.com.
|
|
Investment Management
|
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset Management, is the investment advisor for the fund. DIMA and its predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to both institutional and retail clients.
DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution engaged in a wide variety of financial services, including investment management, retail, private and commercial banking, investment banking and insurance.
DWS Investments is the retail brand name in the U.S. for the asset management activities of Deutsche Bank AG and DIMA. As such, DWS is committed to delivering the investing expertise, insight and resources of this global investment platform to American investors.
|
|
NYSE Symbol
|
KMM
|
|
CUSIP Number
|
23338L 108
|
ITEM 2.
|
CODE OF ETHICS
|
As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.
There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.
A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
|
|
ITEM 3.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. Paul K. Freeman, the chair of the fund’s audit committee. An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. In accordance with New York Stock Exchange requirements, the Board believes that all members of the fund’s audit committee are financially literate, as such qualification is interpreted by the Board in its business judgment, and that at least one member of the audit committee has accounting or related financial management expertise.
|
|
ITEM 4.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Fiscal Year Ended November 30,
|
Audit Fees Billed to Fund
|
Audit-Related
Fees Billed to Fund
|
Tax Fees Billed to Fund
|
All
Other Fees Billed to Fund
|
||||||||||||
2012
|
$ | 61,654 | $ | 0 | $ | 7,016 | $ | 0 | ||||||||
2011
|
$ | 60,137 | $ | 0 | $ | 6,812 | $ | 0 |
Fiscal Year Ended November 30,
|
Audit-Related
Fees Billed to Adviser and Affiliated Fund Service Providers
|
Tax Fees Billed to Adviser and Affiliated Fund Service Providers
|
All
Other Fees Billed to Adviser and Affiliated Fund Service Providers
|
|||||||||
2012
|
$ | 0 | $ | 359,967 | $ | 0 | ||||||
2011
|
$ | 0 | $ | 285,550 | $ | 0 |
Fiscal Year Ended November 30,
|
Total
Non-Audit Fees Billed to Fund
(A)
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)
(B)
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)
(C)
|
Total of (A), (B)
and (C)
|
||||||||||||
2012
|
$ | 7,016 | $ | 359,967 | $ | 477,809 | $ | 844,792 | ||||||||
2011
|
$ | 6,812 | $ | 285,550 | $ | 565,608 | $ | 857,970 |
ITEM 5.
|
AUDIT COMMITTEE OF LISTED REGISTRANTS
|
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The registrant's audit committee consists of Paul K. Freeman (Chair), William McClayton (Vice Chair), Henry P. Becton, Jr., Richard J. Herring and John W. Ballantine.
|
|
ITEM 6.
|
SCHEDULE OF INVESTMENTS
|
Not applicable
|
|
ITEM 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
(i)
|
adopting, monitoring and updating guidelines, attached as Exhibit A (the “Guidelines”), that provide how AM will generally vote proxies pertaining to a comprehensive list of common proxy voting matters;
|
(ii)
|
voting proxies where (A) the issues are not covered by specific client instruction or the Guidelines; (B) the Guidelines specify that the issues are to be determined on a case-by-case basis; or (C) where an exception to the Guidelines may be in the best economic interest of AM’s clients; and
|
(iii)
|
monitoring the Proxy Vendor Oversight’s proxy voting activities (see below).
|
n
|
Neither the Guidelines nor specific client instructions cover an issue;
|
n
|
ISS does not make a recommendation on the issue;
|
n
|
The GPVSC cannot convene on the proxy proposal at issue to make a determination as to what would be in the client’s best interest. (This could happen, for example, if the Conflicts of Interest Management Sub-committee found that there was a material conflict or if despite all best efforts being made, the GPVSC quorum requirement could not be met).
|
·
|
Code of Business Conduct and Ethics - DB Group;
|
·
|
Conflicts of Interest Policy - DB Group;
|
·
|
Information Sharing Procedures – DeAM;
|
·
|
Code of Ethics - DeAM; and
|
·
|
Code of Professional Conduct - US.
|
n
|
AM will maintain a record of each vote cast by AM that includes among other things, company name, meeting date, proposals presented, vote cast and shares voted.
|
n
|
The Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the records include, but are not limited to:
|
–
|
The proxy statement (and any additional solicitation materials) and relevant portions of annual statements.
|
–
|
Any additional information considered in the voting process that may be obtained from an issuing company, its agents or proxy research firms.
|
–
|
Analyst worksheets created for stock option plan and share increase analyses.
|
–
|
Proxy Edge print-screen of actual vote election.
|
n
|
AM will retain these Policies and Procedures and the Guidelines; will maintain records of client requests for proxy voting information; and will retain any documents the Proxy Vendor Oversight or the GPVSC prepared that were material to making a voting decision or that memorialized the basis for a proxy voting decision.
|
n
|
The GPVSC also will create and maintain appropriate records documenting its compliance with these Policies and Procedures, including records of its deliberations and decisions regarding conflicts of interest and their resolution.
|
n
|
With respect to AM’s investment company clients, ISS will create and maintain records of each company’s proxy voting record for 12-month periods ended June 30. AM will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the company was entitled to vote:
|
–
|
The name of the issuer of the portfolio security;
|
–
|
The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);
|
–
|
The Council on Uniform Securities Identification Procedures number for the portfolio security (if the number is available through reasonably practicable means);
|
–
|
The shareholder meeting date;
|
–
|
A brief identification of the matter voted on;
|
–
|
Whether the matter was proposed by the issuer or by a security holder;
|
–
|
Whether the company cast its vote on the matter;
|
–
|
How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
|
–
|
Whether the company cast its vote for or against management.
|
1
|
For purposes of these Policies and Procedures, “clients” refers to persons or entities: for which AM serves as investment adviser or sub-adviser; for which AM votes proxies; and that have an economic or beneficial ownership interest in the portfolio securities of issuers soliciting such proxies.
|
2
|
The Proxy Vendor Oversight generally monitors upcoming proxy solicitations for heightened attention from the press or the industry and for novel or unusual proposals or circumstances, which may prompt the Proxy Vendor Oversight to bring the solicitation to the attention of the GPVSC Chair. AM portfolio managers, AM research analysts and sub-advisers also may bring a particular proxy vote to the attention of the GPVSC Chair, as a result of their ongoing monitoring of portfolio securities held by advisory clients and/or their review of the periodic proxy voting record reports that the GPVSC Chair distributes to AM portfolio managers and AM research analysts.
|
3
|
As mentioned above, the GPVSC votes proxies (i) where neither a specific client instruction nor a Guideline directs how the proxy should be voted, (ii) where the Guidelines specify that an issue is to be determined on a case by case basis or (iii) where voting in accordance with the Guidelines may not be in the best economic interests of clients.
|
4
|
The Proxy Vendor Oversight, who serves as the non-voting secretary of the GPVSC, may receive routine calls from proxy solicitors and other parties interested in a particular proxy vote. Any contact that attempts to exert improper pressure or influence shall be reported to the Conflicts of Interest Management Sub-Committee.
|
I
|
Board Of Directors And Executives
|
A
|
Election Of Directors
|
B
|
Classified Boards Of Directors
|
C
|
Board And Committee Independence
|
D
|
Liability And Indemnification Of Directors
|
E
|
Qualifications Of Directors
|
F
|
Removal Of Directors And Filling Of Vacancies
|
G
|
Proposals To Fix The Size Of The Board
|
H
|
Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards
|
I
|
Proposals to Restrict Supervisory Board Members Service on Multiple Boards
|
J
|
Proposals to Establish Audit Committees
|
II
|
Capital Structure
|
A
|
Authorization Of Additional Shares
|
B
|
Authorization Of “Blank Check” Preferred Stock
|
C
|
Stock Splits/Reverse Stock Splits
|
D
|
Dual Class/Supervoting Stock
|
E
|
Large Block Issuance
|
F
|
Recapitalization Into A Single Class Of Stock
|
G
|
Share Repurchases
|
H
|
Reductions In Par Value
|
III
|
Corporate Governance Issues
|
A
|
Confidential Voting
|
B
|
Cumulative Voting
|
C
|
Supermajority Voting Requirements
|
D
|
Shareholder Right To Vote
|
IV
|
Compensation
|
A
|
Establishment of a Remuneration Committee
|
B
|
Executive And Director Stock Option Plans
|
C
|
Employee Stock Option/Purchase Plans
|
D
|
Golden Parachutes
|
E
|
Proposals To Limit Benefits Or Executive Compensation
|
F
|
Option Expensing
|
G
|
Management board election and motion
|
H
|
Remuneration (variable pay)
|
I
|
Long-term incentive plans
|
J
|
Shareholder Proposals Concerning “Pay For Superior Performance”
|
K
|
Executive Compensation Advisory
|
L
|
Advisory Votes on Executive Compensation
|
M
|
Frequency of Advisory Vote on Executive Compensation
|
V
|
Anti-Takeover Related Issues
|
A
|
Shareholder Rights Plans (“Poison Pills”)
|
B
|
Reincorporation
|
C
|
Fair-Price Proposals
|
D
|
Exemption From State Takeover Laws
|
E
|
Non-Financial Effects Of Takeover Bids
|
VI
|
Mergers & Acquisitions
|
VII
|
Environmental, Social & Governance Issues
|
A
|
Principles for Responsible Investment (“PRI”)
|
B
|
ESG Issues
|
C
|
Labor & Human Rights
|
D
|
Diversity & Equality
|
E
|
Health & Safety
|
F
|
Government/Military
|
G
|
Tobacco
|
VIII
|
Miscellaneous Items
|
A
|
Ratification Of Auditors
|
B
|
Limitation Of Non-Audit Services Provided By Independent Auditor
|
C
|
Audit Firm Rotation
|
D
|
Transaction Of Other Business
|
E
|
Motions To Adjourn The Meeting
|
F
|
Bundled Proposals
|
G
|
Change Of Company Name
|
H
|
Proposals Related To The Annual Meeting
|
I
|
Reimbursement Of Expenses Incurred From Candidate Nomination
|
J
|
Investment Company Proxies
|
K
|
International Proxy Voting
|
1.
|
“For” proposals that require that a certain percentage (majority up to 66 2/3%) of members of a board of directors be comprised of independent or unaffiliated directors.
|
2.
|
“For” proposals that require all members of a company's compensation, audit, nominating, or other similar committees be comprised of independent or unaffiliated directors.
|
3.
|
“Against” shareholder proposals to require the addition of special interest, or constituency, representatives to boards of directors.
|
4.
|
“For” separation of the Chairman and CEO positions.
|
5.
|
“Against” proposals that require a company to appoint a Chairman who is an independent director.
|
1.
|
“For” proposals to fix the size of the board unless: (a) no specific reason for the proposed change is given; or (b) the proposal is part of a package of takeover defenses.
|
2.
|
“Against” proposals allowing management to fix the size of the board without shareholder approval.
|
1.
|
“Against” proposals to create blank check preferred stock or to increase the number of authorized shares of blank check preferred stock unless the company expressly states that the stock will not be used for anti-takeover purposes and will not be issued without shareholder approval.
|
2.
|
“For” proposals mandating shareholder approval of blank check stock placement.
|
a)
|
The company has a five year return on investment greater than the relevant industry index,
|
b)
|
All directors and executive officers as a group beneficially own less than 10% of the outstanding stock, and
|
c)
|
No shareholder (or voting block) beneficially owns 15% or more of the company.
|
(1)
|
The resulting dilution of existing shares is less than (a) 15 percent of outstanding shares for large capital corporations or (b) 20 percent of outstanding shares for small-mid capital companies (companies having a market capitalization under one billion U.S. dollars).
|
(2)
|
The transfer of equity resulting from granting options at less than FMV is no greater than 3% of the over-all market capitalization of large capital corporations, or 5% of market cap for small-mid capital companies.
|
(3)
|
The plan does not contain express repricing provisions and, in the absence of an express statement that options will not be repriced; the company does not have a history of repricing options.
|
(4)
|
The plan does not grant options on super-voting stock.
|
1.
|
Proposals to limit benefits, pensions or compensation and
|
2.
|
Proposals that request or require disclosure of executive compensation greater than the disclosure required by Securities and Exchange Commission (SEC) regulations.
|
•
|
the election of board members with positions on either remuneration or audit committees;
|
•
|
the election of supervisory board members with too many supervisory board mandates;
|
•
|
“automatic” election of former board members into the supervisory board.
|
•
|
directly align the interests of members of management boards with those of shareholders;
|
•
|
establish challenging performance criteria to reward only above average performance;
|
•
|
measure performance by total shareholder return in relation to the market or a range of comparable companies;
|
•
|
are long-term in nature and encourage long-term ownership of the shares once exercised through minimum holding periods;
|
•
|
do not allow a repricing of the exercise price in stock option plans.
|
•
|
there is a significant misalignment between CEO pay and company performance;
|
•
|
the company maintains significant problematic pay practices;
|
•
|
the board exhibits a significant level of poor communication and responsiveness to shareholders.
|
1.
|
AM policy is to vote “against” shareholder proposals to force equal employment opportunity, affirmative action or board diversity.
|
2.
|
AM policy is also to vote “against” proposals to adopt the Mac Bride Principles. The Mac Bride Principles promote fair employment, specifically regarding religious discrimination.
|
1.
|
AM policy is to vote “against” adopting a pharmaceutical price restraint policy or reporting pricing policy changes.
|
2.
|
AM policy is to vote “against” shareholder proposals to control the use or labeling of and reporting on genetically engineered products.
|
1.
|
AM policy is to vote against shareholder proposals regarding the production or sale of military arms or nuclear or space-based weapons, including proposals seeking to dictate a company's interaction with a particular foreign country or agency.
|
2.
|
AM policy is to vote “against” shareholder proposals regarding political contributions and donations.
|
3.
|
AM policy is to vote “against” shareholder proposals regarding charitable contributions and donations.
|
1.
|
AM policy is to vote “against” shareholder proposals requesting additional standards or reporting requirements for tobacco companies as well as “against” requesting companies to report on the intentional manipulation of nicotine content.
|
2.
|
Shareholder requests to spin-off or restructure tobacco businesses will be opposed.
|
ITEM 8.
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
·
|
Joined Deutsche Asset Management in 1996 and the Fund in 2006. Served as the head of the High Yield group in Europe and as an Emerging Markets portfolio manager.
|
·
|
Prior to that, four years at Citicorp as a research analyst and structurer of collateralized mortgage obligations. Prior to Citicorp, served as an officer in the US Army from 1988 to 1991.
|
·
|
Head of U.S. High Yield Bonds: New York.
|
·
|
BS, United States Military Academy (West Point); MBA, New York University, Stern School of Business.
|
·
|
Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the benchmark and appropriate peer group, taking risk targets into account) are utilized to measure performance.
|
·
|
Qualitative measures (e.g. adherence to, as well as contributions to, the enhancement of the investment process) are included in the performance review.
|
·
|
Other factors (e.g. non-investment related performance, teamwork, adherence to compliance rules, risk management and "living the values" of Deutsche Asset & Wealth Management) are included as part of a discretionary component of the review process, giving management the ability to consider additional markers of performance on a subjective basis.
|
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Dollar Range of All DWS Fund Shares Owned
|
||||||
Gary Russell
|
- | $ | 100,001 - $500,000 |
Name of Portfolio Manager
|
Number of Registered Investment Companies
|
Total Assets of Registered Investment Companies
|
Number of Investment Company Accounts with Performance Based Fee
|
Total Assets of Performance- Based Fee Accounts
|
||||||||||||
Gary Russell
|
14 | $ | 6,179,452,958 | - | - |
Name of Portfolio Manager
|
Number of Pooled Investment Vehicles
|
Total Assets of Pooled Investment Vehicles
|
Number of Pooled Investment Vehicle Accounts with Performance-Based Fee
|
Total Assets of Performance- Based Fee Accounts
|
||||||||||||
Gary Russell
|
- | - | - | - |
Name of Portfolio Manager
|
Number of Other Accounts
|
Total Assets of Other Accounts
|
Number of Other Accounts with Performance- Based Fee
|
Total Assets of Performance- Based Fee Accounts
|
||||||||||||
Gary Russell
|
3 | $ | 690,731,120 | - | - |
·
|
Certain investments may be appropriate for the Fund and also for other clients advised by the Advisor, including other client accounts managed by the Fund’s portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor in the interest of achieving the most favorable net results to the Fund and the other clients.
|
·
|
To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.
|
·
|
In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.
|
·
|
The Advisor and its affiliates and the investment team of each Fund may manage other mutual funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts are managed by each Fund’s portfolio management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.
|
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
|
(a)
|
(b)
|
(c)
|
(d)
|
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
December 1 through December 31
|
-
|
n/a
|
n/a
|
n/a
|
January 1 through January 31
|
-
|
n/a
|
n/a
|
n/a
|
February 1 through February 28
|
-
|
n/a
|
n/a
|
n/a
|
March 1 through March 31
|
-
|
n/a
|
n/a
|
n/a
|
April 1 through April 30
|
-
|
n/a
|
n/a
|
n/a
|
May 1 through May 31
|
-
|
n/a
|
n/a
|
n/a
|
June 1 through June 30
|
-
|
n/a
|
n/a
|
n/a
|
July 1 through July 31
|
-
|
n/a
|
n/a
|
n/a
|
August 1 through August 31
|
-
|
n/a
|
n/a
|
n/a
|
September 1 through September 30
|
-
|
n/a
|
n/a
|
n/a
|
October 1 through October 31
|
-
|
n/a
|
n/a
|
n/a
|
November 1 through November 30
|
-
|
n/a
|
n/a
|
n/a
|
Total
|
-
|
n/a
|
n/a
|
n/a
|
The Fund may from time to time repurchase shares in the open market.
|
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
|
There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board. The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Kenneth C. Froewiss, Independent Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078.
|
||
ITEM 11.
|
CONTROLS AND PROCEDURES
|
|
(a)
|
The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
|
|
(b)
|
There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
|
|
ITEM 12.
|
EXHIBITS
|
|
(a)(1)
|
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
|
|
(a)(2)
|
Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
|
|
(b)
|
Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.
|
Registrant:
|
DWS Multi-Market Income Trust
|
By:
|
/s/W. Douglas Beck
W. Douglas Beck
President
|
Date:
|
January 30, 2013
|
By:
|
/s/W. Douglas Beck
W. Douglas Beck
President
|
Date:
|
January 30, 2013
|
By:
|
/s/Paul Schubert
Paul Schubert
Chief Financial Officer and Treasurer
|
Date:
|
January 30, 2013
|
Page Number
|
I.
|
Overview |
This Principal Executive Officer and Principal Financial Officer Code of Ethics (“Officer Code”) sets forth the policies, practices, and values expected to be exhibited in the conduct of the Principal Executive Officers and Principal Financial Officers of the investment companies (“Funds”) they serve (“Covered Officers”). A list of Covered Officers and Funds is included on Appendix A.
The Boards of the Funds listed on Appendix A have elected to implement the Officer Code, pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules thereunder, to promote and demonstrate honest and ethical conduct in their Covered Officers.
Deutsche Asset Management, Inc. or its affiliates (“DeAM”) serves as the investment adviser to each Fund. All Covered Officers are also employees of DeAM or an affiliate. Thus, in addition to adhering to the Officer Code, these individuals must comply with DeAM policies and procedures, such as the DeAM Code of Ethics governing personal trading activities, as adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940.1 In addition, such individuals also must comply with other applicable Fund policies and procedures.
The DeAM Compliance Officer, who shall not be a Covered Officer and who shall serve as such subject to the approval of the Fund’s Board (or committee thereof), is primarily responsible for implementing and enforcing this Code. The Compliance Officer has the authority to interpret this Officer Code and its applicability to particular circumstances. Any questions about the Officer Code should be directed to the DeAM Compliance Officer.
The DeAM Compliance Officer and his or her contact information can be found in Appendix A.
|
II.
|
Purposes of the Officer Code
|
The purposes of the Officer Code are to deter wrongdoing and to:
|
||
•
|
promote honest and ethical conduct among Covered Officers, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
•
|
promote full, fair, accurate, timely and understandable disclosures in reports and documents that the Funds file with or submit to the SEC (and in other public communications from the Funds) and that are within the Covered Officer’s responsibilities;
|
•
|
promote compliance with applicable laws, rules and regulations;
|
•
|
encourage the prompt internal reporting of violations of the Officer Code to the DeAM Compliance Officer; and
|
•
|
establish accountability for adherence to the Officer Code.
|
|
Any questions about the Officer Code should be referred to DeAM’s Compliance Officer. |
III.
|
Responsibilities of Covered Officers
|
A.
|
Honest and Ethical Conduct
|
|
It is the duty of every Covered Officer to encourage and demonstrate honest and ethical conduct, as well as adhere to and require adherence to the Officer Code and any other applicable policies and procedures designed to promote this behavior. Covered Officers must at all times conduct themselves with integrity and distinction, putting first the interests of the Fund(s) they serve. Covered Officers must be honest and candid while maintaining confidentiality of information where required by law, DeAM policy or Fund policy.
Covered Officers also must, at all times, act in good faith, responsibly and with due care, competence and diligence, without misrepresenting or being misleading about material facts or allowing their independent judgment to be subordinated. Covered Officers also should maintain skills appropriate and necessary for the performance of their duties for the Fund(s). Covered Officers also must responsibly use and control all Fund assets and resources entrusted to them.
Covered Officers may not retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of the Officer Code or applicable laws or regulations. Covered Officers should create an environment that encourages the exchange of information, including concerns of the type that this Code is designed to address.
|
B.
|
Conflicts of Interest
|
|
A “conflict of interest” occurs when a Covered Officer’s personal interests interfere with the interests of the Fund for which he or she serves as an officer. Covered Officers may not improperly use their position with a Fund for personal or private gain to themselves, their family, or any other person. Similarly, Covered Officers may not use their personal influence or personal relationships to influence decisions or other Fund business or operational matters where they would benefit personally at the Fund’s expense or to the Fund’s detriment. Covered Officers may not cause the Fund to take action, or refrain from taking action, for their personal benefit at the Fund’s expense or to the Fund’s detriment. Some examples of conflicts of interest follow (this is not an all-inclusive list): being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member who is an employee of a Fund service provider or is otherwise associated with the Fund; or having an ownership interest in, or having any consulting or employment relationship with, any Fund service provider other than DeAM or its affiliates.
Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Fund that already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. Covered Officers must comply with applicable laws and regulations. Therefore, any violations of existing statutory and regulatory prohibitions on individual behavior could be considered a violation of this Code.
As to conflicts arising from, or as a result of the advisory relationship (or any other relationships) between the Fund and DeAM, of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to DeAM’s fiduciary duties to the Fund, the Covered Officers will in the normal course of their duties (whether formally for the Fund or for DeAM, or for both) be involved in establishing policies and implementing decisions which will have different effects on DeAM and the Fund. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contract relationship between the Fund and DeAM, and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Fund.
Covered Officers should avoid actual conflicts of interest, and appearances of conflicts of interest, between the Covered Officer’s duties to the Fund and his or her personal interests beyond those contemplated or anticipated by applicable regulatory schemes. If a Covered Officer suspects or knows of a conflict or an appearance of one, the Covered Officer must immediately report the matter to the DeAM Compliance Officer. If a Covered Officer, in lieu of reporting such a matter to the DeAM Compliance Officer, may report the matter directly to the Fund’s Board (or committee thereof), as appropriate (e.g., if the conflict involves the DeAM Compliance Officer or the Covered Officer reasonably believes it would be futile to report the matter to the DeAM Compliance Officer).
When actual, apparent or suspected conflicts of interest arise in connection with a Covered Officer, DeAM personnel aware of the matter should promptly contact the DeAM Compliance Officer. There will be no reprisal or retaliation against the person reporting the matter.
Upon receipt of a report of a possible conflict, the DeAM Compliance Officer will take steps to determine whether a conflict exists. In so doing, the DeAM Compliance Officer may take any actions he or she determines to be appropriate in his or her sole discretion and may use all reasonable resources, including retaining or engaging legal counsel, accounting firms or other consultants, subject to applicable law.2 The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DeAM or other appropriate Fund service provider.
After full review of a report of a possible conflict of interest, the DeAM Compliance Officer may determine that no conflict or reasonable appearance of a conflict exists. If, however, the DeAM Compliance Officer determines that an actual conflict exists, the Compliance Officer will resolve the conflict solely in the interests of the Fund, and will report the conflict and its resolution to the Fund’s Board (or committee thereof). If the DeAM Compliance Officer determines that the appearance of a conflict exists, the DeAM Compliance Officer will take appropriate steps to remedy such appearance. In lieu of determining whether a conflict exists and/or resolving a conflict, the DeAM Compliance Officer instead may refer the matter to the Fund’s Board (or committee thereof), as appropriate. However, the DeAM Compliance Officer must refer the matter to the Fund’s Board (or committee thereof) if the DeAM Compliance Officer is directly involved in the conflict or under similar appropriate circumstances.
After responding to a report of a possible conflict of interest, the DeAM Compliance Officer will discuss the matter with the person reporting it (and with the Covered Officer at issue, if different) for purposes of educating those involved on conflicts of interests (including how to detect and avoid them, if appropriate).
Appropriate resolution of conflicts may restrict the personal activities of the Covered Officer and/or his family, friends or other persons.
Solely because a conflict is disclosed to the DeAM Compliance Officer (and/or the Board or Committee thereof) and/or resolved by the DeAM Compliance Officer does not mean that the conflict or its resolution constitutes a waiver from the Code’s requirements.
Any questions about conflicts of interests, including whether a particular situation might be a conflict or an appearance of one, should be directed to the DeAM Compliance Officer.
|
C.
|
Use of Personal Fund Shareholder Information
|
|
A Covered Officer may not use or disclose personal information about Fund shareholders, except in the performance of his or her duties for the Fund. Each Covered Officer also must abide by the Funds’ and DeAM’s privacy policies under SEC Regulation S-P.
|
D.
|
Public Communications
|
|
In connection with his or her responsibilities for or involvement with a Fund’s public communications and disclosure documents (e.g., shareholder reports, registration statements, press releases), each Covered Officer must provide information to Fund service providers (within the DeAM organization or otherwise) and to the Fund’s Board (and any committees thereof), independent auditors, government regulators and self-regulatory organizations that is fair, accurate, complete, objective, relevant, timely and understandable.
Further, within the scope of their duties, Covered Officers having direct or supervisory authority over Fund disclosure documents or other public Fund communications will, to the extent appropriate within their area of responsibility, endeavor to ensure full, fair, timely, accurate and understandable disclosure in Fund disclosure documents. Such Covered Officers will oversee, or appoint others to oversee, processes for the timely and accurate creation and review of all public reports and regulatory filings. Within the scope of his or her responsibilities as a Covered Officer, each Covered Officer also will familiarize himself or herself with the disclosure requirements applicable to the Fund, as well as the business and financial operations of the Fund. Each Covered Officer also will adhere to, and will promote adherence to, applicable disclosure controls, processes and procedures, including DeAM’s Disclosure Controls and Procedures, which govern the process by which Fund disclosure documents are created and reviewed.
To the extent that Covered Officers participate in the creation of a Fund’s books or records, they must do so in a way that promotes the accuracy, fairness and timeliness of those records.
|
E.
|
Compliance with Applicable Laws, Rules and Regulations
|
|
In connection with his or her duties and within the scope of his or her responsibilities as a Covered Officer, each Covered Officer must comply with governmental laws, rules and regulations, accounting standards, and Fund policies/procedures that apply to his or her role, responsibilities and duties with respect to the Funds (“Applicable Laws”). These requirements do not impose on Covered Officers any additional substantive duties. Additionally, Covered Officers should promote compliance with Applicable Laws.
If a Covered Officer knows of any material violations of Applicable Laws or suspects that such a violation may have occurred, the Covered Officer is expected to promptly report the matter to the DeAM Compliance Officer.
|
IV.
|
Violation Reporting
|
A.
|
Overview
|
|
Each Covered Officer must promptly report to the DeAM Compliance Officer, and promote the reporting of, any known or suspected violations of the Officer Code. Failure to report a violation may be a violation of the Officer Code.
|
Examples of violations of the Officer Code include, but are not limited to, the following: | |||
•
|
Unethical or dishonest behavior
|
•
|
Obvious lack of adherence to policies surrounding review and approval of public communications and regulatory filings
|
•
|
Failure to report violations of the Officer Code
|
•
|
Known or obvious deviations from Applicable Laws
|
•
|
Failure to acknowledge and certify adherence to the Officer Code
|
The DeAM Compliance Officer has the authority to take any and all action he or she considers appropriate in his or her sole discretion to investigate known or suspected Code violations, including consulting with the Fund’s Board, the independent Board members, a Board committee, the Fund’s legal counsel and/or counsel to the independent Board members. The Compliance Officer also has the authority to use all reasonable resources to investigate violations, including retaining or engaging legal counsel, accounting firms or other consultants, subject to applicable law.3 The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DeAM. |
|
B.
|
How to Report
|
Any known or suspected violations of the Officer Code must be promptly reported to the DeAM Compliance Officer.
|
C.
|
Process for Violation Reporting to the Fund Board
|
|
The DeAM Compliance Officer will promptly report any violations of the Code to the Fund’s Board (or committee thereof).
|
D.
|
Sanctions for Code Violations
|
|
Violations of the Code will be taken seriously. In response to reported or otherwise known violations, DeAM and the relevant Fund’s Board may impose sanctions within the scope of their respective authority over the Covered Officer at issue. Sanctions imposed by DeAM could include termination of employment. Sanctions imposed by a Fund’s Board could include termination of association with the Fund.
|
V.
|
Waivers from the Officer Code
|
A Covered Officer may request a waiver from the Officer Code by transmitting a written request for a waiver to the DeAM Compliance Officer.4 The request must include the rationale for the request and must explain how the waiver would be in furtherance of the standards of conduct described in and underlying purposes of the Officer Code. The DeAM Compliance Officer will present this information to the Fund’s Board (or committee thereof). The Board (or committee) will determine whether to grant the requested waiver. If the Board (or committee) grants the requested waiver, the DeAM Compliance Officer thereafter will monitor the activities subject to the waiver, as appropriate, and will promptly report to the Fund’s Board (or committee thereof) regarding such activities, as appropriate.
The DeAM Compliance Officer will coordinate and facilitate any required public disclosures of any waivers granted or any implicit waivers.
|
VI.
|
Amendments to the Code
|
The DeAM Compliance Officer will review the Officer Code from time to time for its continued appropriateness and will propose any amendments to the Fund’s Board (or committee thereof) on a timely basis. In addition, the Board (or committee thereof) will review the Officer Code at least annually for its continued appropriateness and may amend the Code as necessary or appropriate.
The DeAM Compliance Officer will coordinate and facilitate any required public disclosures of Code amendments.
|
VII.
|
Acknowledgement and Certification of Adherence to the Officer Code
|
Each Covered Officer must sign a statement upon appointment as a Covered Officer and annually thereafter acknowledging that he or she has received and read the Officer Code, as amended or updated, and confirming that he or she has complied with it (see Appendix B: Acknowledgement and Certification of Obligations Under the Officer Code).
Understanding and complying with the Officer Code and truthfully completing the Acknowledgement and Certification Form is each Covered Officer’s obligation.
The DeAM Compliance Officer will maintain such Acknowledgements in the Fund’s books and records.
|
VIII.
|
Scope of Responsibilities
|
A Covered Officer’s responsibilities under the Officer Code are limited to:
|
(1)
|
Fund matters over which the Officer has direct responsibility or control, matters in which the Officer routinely participates, and matters with which the Officer is otherwise involved (i.e., matters within the scope of the Covered Officer’s responsibilities as a Fund officer); and
|
(2)
|
Fund matters of which the Officer has actual knowledge.
|
IX.
|
Recordkeeping
|
The DeAM Compliance Officer will create and maintain appropriate records regarding the implementation and operation of the Officer Code, including records relating to conflicts of interest determinations and investigations of possible Code violations.
|
X.
|
Confidentiality
|
All reports and records prepared or maintained pursuant to this Officer Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Officer Code, such matters shall not be disclosed to anyone other than the DeAM Compliance Officer, the Fund’s Board (or committee thereof), legal counsel, independent auditors, and any consultants engaged by the Compliance Officer.
|
Fund Board
|
Principal Executive Officers
|
Principal Financial Officers
|
Treasurer
|
DWS Funds
|
Douglas Beck
|
Paul Schubert
|
Paul Schubert
|
Germany*
|
Douglas Beck
|
Paul Schubert
|
Paul Schubert
|
As of: | June 1, 2011 |
Print Name
|
Department
|
Location
|
Telephone
|
1.
|
I acknowledge and certify that I am a Covered Officer under the DWS Investments Principal Executive and Financial Officer Code of Ethics (“Officer Code”), and therefore subject to all of its requirements and provisions.
|
2.
|
I have received and read the Officer Code and I understand the requirements and provisions set forth in the Officer Code.
|
3.
|
I have disclosed any conflicts of interest of which I am aware to the DeAM Compliance Officer.
|
4.
|
I will act in the best interest of the Funds for which I serve as an officer and have maintained the confidentiality of personal information about Fund shareholders.
|
5.
|
I will report any known or suspected violations of the Officer Code in a timely manner to the DeAM Compliance Officer.
|
Signature | Date |
Print Name
|
Department
|
Location
|
Telephone
|
1.
|
I acknowledge and certify that I am a Covered Officer under the DWS Investments Principal Executive and Financial Officer Code of Ethics (“Officer Code”), and therefore subject to all of its requirements and provisions.
|
2.
|
I have received and read the Officer Code, and I understand the requirements and provisions set forth in the Officer Code.
|
3.
|
I have adhered to the Officer Code.
|
4.
|
I have not knowingly been a party to any conflict of interest, nor have I had actual knowledge about actual or apparent conflicts of interest that I did not report to the DeAM Compliance Officer in accordance with the Officer Code’s requirements.
|
5.
|
I have acted in the best interest of the Funds for which I serve as an officer and have maintained the confidentiality of personal information about Fund shareholders.
|
6.
|
With respect to the duties I perform for the Fund as a Fund officer, I believe that effective processes are in place to create and file public reports and documents in accordance with applicable regulations.
|
7.
|
With respect to the duties I perform for the Fund as a Fund officer, I have complied to the best of my knowledge with all Applicable Laws (as that term is defined in the Officer Code) and have appropriately monitored those persons under my supervision for compliance with Applicable Laws.
|
8.
|
I have reported any known or suspected violations of the Officer Code in a timely manner to the DeAM Compliance Officer.
|
Signature | Date |
1.
|
I have reviewed this report, filed on behalf of DWS Multi-Market Income Trust, on Form N-CSR;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
January 30, 2013
|
/s/W. Douglas Beck
|
W. Douglas Beck
|
|
President
|
1.
|
I have reviewed this report, filed on behalf of DWS Multi-Market Income Trust, on Form N-CSR;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
January 30, 2013
|
/s/Paul Schubert
|
Paul Schubert
|
|
Chief Financial Officer and Treasurer
|
1.
|
I have reviewed this report, filed on behalf of DWS Multi-Market Income Trust, on Form N-CSR;
|
2.
|
Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
I have reviewed this report, filed on behalf of DWS Multi-Market Income Trust, on Form N-CSR;
|
2.
|
Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
H[U%Q$L,9&WD@
MD?Y%7X(\8(^7'3UQ44,(RB#T[U]E*2CINSSH1NW)&@;L29()<^IZ5&7W9!<+W([#!
MJO/.D(\M,9`Y-5#9SU+$DUWQI56^:6@>UI)65_R$7PY;P@"ZU"($?P6T9D;\^!4T%CHEJ2?L"T0L
MZ)$JJI;'W02[^Z
M;_T<]>!U[Y\*?^1#TW_>F_\`1SUYF/\`X:]3LPOQOT.OHHHKPCUPHHHH`***
M*`"BBB@`HHHH`****`"BBB@`HHHH`****`.1^*G_`"(U_P#[\/\`Z.2O`AT%
M>^_%3_D1K_\`WX?_`$RO?)Q\K*.$'`/M6$Y5HS&1@'J#Q_^KM7/]83T/3A1N^8LZ3#=:O?
M16=G&TMRY'EHJ\G_`":Z!W>WD,OROC%;EKXYU6#`@U.^BV_]-V*_E7#/=!7`[GJ,5)9:DN\DD=^H_.O)A.,
MG:5G\CTJE.45S1NOF>CK\1=8?:DMS'>*>`MS`DH/YKFMFRUZUN[=?M^AZ7(&
M^;_1XS"Q/U4_3M7"QL(TY'SE?FSR1GM6NV-N02!CJ#^M36C2VC$PHU*K>LOO
ML_S.J:T\*:B-KV&IV+GH;2X64?DX_K48\`:%)&6MO$&V4GA+^!D`]?F&16#I
M\S`,V_YL=.WO_*IWOG#,,[QG^(=:\2L^7X6U^)[5!MI.44_P_(Z+P]HMQ)I?
MB.QM8HKJ[$"0B.U8$2`R`L5]1@5S+>%KG3KP1W5M/;9(`%Q&5(']:M75K)#I
MT=^"RQF4QJX;!#XS]<8'6KFF_$35+../&H2L@^4QS_O%)SCHV:XIRE+FY9*_
M8]*,8.*3BUOJO,?XP\'_`/".0V\BSQS/,@D!B.<9[&O.=4B)D,L9'8G'/->@
MWWCRRUG,>HZ1!<]O.M',+_7C(_2L\>&_#VKQO]@U6?3Y7_Y9ZA%O4'_?3^HK
MSN2K"TI+U._"\J7+SJ_W,\UO0ZLK]5'RX]>X_KTI!/M`?^/'!)QC_P"O76:W
MX`UNTLVEMX(]2A!RT]@XF`'T'(_*N$'<&.13&1D8;(.?<'ZUT\R<-&=?+)
M3U5BY%<"0-@``X##^=
9)R3_P`('IW)_*G?\*5_:G_Z/4O/_""TW_"E]0P7
M_093^ZM_\J#^T\=_T!5/_`J/_P`M/7[N""YM);:Y@66.2-EDC=00RD8((/!!
M%?!O[/?[`'Q?^'^O?MI2^)_`FB)I_P`7_$[:A\+X(KFW='C71C:0L4'%J5E`
M"AL%1R,5])GX*?M3$8/[:EYS_P!2%IO^%1CX&?M0C_F]&\XZ?\4'IW^%'U#!
M?]!E/[JW_P`J#^T\=_T!5/\`P*C_`/+3YY_83_8B_:'^%OP._9-^!WQET6WT
M^P^"OA*_U+Q;';:J)8[CQ!Y#6=A`GE3!94CBO+Z=B\3*'2W*,K*17RQ_P4@_
MX(Q?\%`_^"IOQ:UWQGXCTCP=\.+^TT'4])DUS7/B'=>(-.UE"]L=-_L6TDM7
MD\.(PL_]-DB"23"\E7;.'DK]+3\#/VH"!8H9HI4YEM(=S;"0H;IF@"CI
MO['7BFR\;?$;Q3+XVLFB\;:)JUC:1+`X:V:[D#*SGH0N.<:[#_A0/P(_P"B*>$?_";M?_C=
M'_"@?@1_T13PC_X3=K_\;H_L/"_S2^__`(`?ZT8W^2/W/_,\N;PG\%"3XY'[
M9GAM?B"VLF_?Q@ES8B,J;,61M1:>;@0>0JMLWY\]1+N_@K
8<3*K,B
MOL)*&2/>%$J;@#\=OV7/VL_VN?$WQ;^!?@2S^,_Q;OO#]W^TK;Z/KVN_\)Y?
MZWX>UVRDT#SIHK+4;NTM;ZXMTGP98;M76"8@1R,"P&!_P3,_%7PZ\+:9XHL
M/$?B32?#VF6/B&>XL[J33]1O+*`3S-;H\89[8!V5'R,R!4W")>5\%_M+>)O!
M-K>:9XN\7Z]XBUZ\GLK?3_#/B_PJNA7L6HW5PMND<
/C/\,SK?[/S>(CK.L2Z3-K^CZ]J>C6LK3^&[72'>\>Z2.%(/-_M&
MW$$A6`1"/5+-5VR/E+>N?M&_$S1[S7+ZP^($%EJ_ARSLHO"/PPCTB*5O&,4N
MD6MVUQ'&D9N\_:)I[='@(@B^QR&17`?RP#VOP]^S=\,_#-CHVGZ=97)30?%-
MWXAT]I+IB1?W*7232-C&Y2+R?"?=!88'RBLGQS^R1X`^(7C;5O&?B#Q-XC6/
MQ#96]GXCT*TU=H].U:WB5T$4\.#N1DD='4$!T.TY!-?.WA?]K;XZ>)_`VL3W
MOQ1N-*M%FTF8:]=7?ATW@N+@7DEUIUG<0&XTVU"+;PM$-0#289HI9`TL4Z?5
MG[/OQ#N_BO\`!?P[\0M0D5[C4]/$EPZVGD*T@8JQ""24`$J<%9'4CE692"0#
MF?%_[&WP<\=/KEOXCMM1ETW7;748YM!CU)TL+6;4+>:WO;NW@'RP7,T=S';O1-,M](T+4=5W9OI9Y(I8;PN));L3AK5(YUW-#Y$
M\S;MWEO]!_'S3_V;[OP6;_\`:9B\'C0+2Y0_:_&36R6T$S$*I$EP0J,3\O!!
M/3VK7F3X31ZUX>T^
Q&9'+>2?!]?V>H/$ED_Q5MM(?X_IJUPU\%R?$C$3OL),/
M[\Z?Y(C''^A^5@?(KN'0O/T5+S
M3?%$T]HT8@GAT\K)I=CNAN9+B:V8-YLIRRUU\7QN^-UC:_$?XL^')?[2UF/P
MEX2L+?7I%@M_/T0>,/$]DNL[FB:W3.F;;[S#$8!G?Y?E_*`#[HHKX5U_]KOX
MU>%/ASH'C3Q!\?K"UMUO-5;2HXI=/N)O%MM!]D:-TG-I%;:G+NDGC6TT]K9[
MG?&8I08Y*^Y[9G>!7?J1DY%`#Z***`"BBB@`HHHH`****`"BBB@`HHHH`***
M*`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@#F?'?
MPV\%?$%+>U\7>'HKM+/5+34K=B2A6YMIDF@
,E@@&7\N0?=D28`Z+0?V-_C_X4^'G MA_X96MCX1UP3Z]X%U3Q#K6IZS/')I1T*;3#-;VL?V63[0K)8221,SPE9;EP0 M`2Q];_:2^&WQ!^(>I:6GA[X=>&/$%E;POY<][XKO]"U72[QCCS[6_LXWDC0I MN5E3RW;
U$JQ26R"/4(75DE\R6;SK><
M-$87A+^6/H5OC[^SS/XOT;P7;^(;2\O-6$,NDW%EI$UQ9[Y8FN(%-W'$UO#+
M)%NECC>17D0[D#`YK+\$_M>_LN^.=`G^)'A?Q<19'28=0CU&^\,WUD^H6 JZGX
!O">N:IK%Q;^(/AV+59'U"*PM]*FAN9)XF,\FJSWD;13P20,(D#K2_! MKQ9_P4XL_P#@DW\;?VR/A-^TA\6?&?Q.O?'&H^'=#\-Z]>_;HO#FDVWB)TEO M=/@:!Y3<"VD<;F$V$0!4VQJ!^GA^,O[5!8N?V*+GG&1_PGEA@]Z&^,_[5+$$ M_L57(P.@\>6`!_S_`$H_LO$_S0_\&4__`)(/[
/B/_@FA\1M=?\`;?GTOP_H?QCT:U\)_$"U?Q/K,L^E&V47FE76OC2[6[CM M7NQ"6U6&"3R#/+"S8"HGG,NH:U\6OB?^Q?\`M/?'OXJ_'K3/#FF_&GQEX9N_ M%FO>-;R]L[>WAC9]/NM-U".TMYI[>[DD>!+NXA2YN(86CDW)#NK]BA\9?VJ0 MV[_ABJZ)SG)\>V%'_"Y?VJ`01^Q/+T'_">6&!1_9F)_FA_X,I__)!_;F#_ M`):G_@NI_P#(GR=_P6,\'_%OQS_P4I_87TWX(^/5\)Z\OB3QU]E\5W'AP:K# MI9.B0Y>2W:2-9-ZJ\8#.O+Y'*XKYMM/B)\:/V5_V*OVP@WBCQ5/\5K;]J*WT M[XB?%KP?#_8OVRQOI;2.'4\;;@VL,,4C12+:HL@7;LE#EIA^HG_"Z?VJ3G/[ M%-P<_P#4^6%#?&G]JF1E=OV*+@XZ?\5Y84?V9B?YH?\`@RG_`/)!_;F#_EG_ M`."ZG_R)^&OQ%\4_M!_M(_L%ZQJO[17Q_P#B1XHT3X+_`+86A6&E>)["ZUFV M4^';MX)9=2F^UAKN9('^:UN+@M)!]H(1L.JU]%2_M0?\%+;'_@J;:^#?#7QQ MU*#PY+\2/#6E_#3PWKVIZQ<6WB;P*;&&::^CL;;2IX[^6XA9IY]3GNXWMYXI M8CY*!U'Z@)\:/VJ5(*_L57/3C_BO;#I2CXU?M5C&/V*KC@Y'_%>6%']F8G^: M'_@RG_\`)!_;F#_EG_X+J?\`R)X'_P`%U?"7P\U3X6?"WQWXZM_B#H$WACXF MV]UHOQ@^',?VFX^'%VT,@35;NT\N3[58\>7,I3:%8`NFX&OBW5?VJ?\`@J+K M'[!GQA\6_!SQ*WBJSLOC;X>\/6W[2>A^"&\,:CXE\'_9_*U/5O+CM)98Q:R" M.)]1CAG6))KF2)/]&R/U/D^-G[5DI5F_8IN,J?E/_"=V&133\:/VJB=W_#%- MSG_L?+"C^S,3_-#_`,&4_P#Y(/[
-;#PUXS_:+\5:##XK^'7B#5DN=0\)PZ;$UO!/J-_86LE^T 7[5_\`T93^%W84?\
M+Q_:O_Z,JN/_``N["C^R\5_-#_P93_\`D@_MS!_RU/\`P74_^1/:LCU%&1ZB
MO%?^%Y?M7_\`1E-Q_P"%W84?\+R_:O\`^C*;C_PN["C^R\5_-#_P93_^2#^W
M,'_+4_\`!=3_`.1/:LCU%&1ZBO%?^%Y?M7_]&4W'_A=V%'_"\?VK_P#HRJX_
M\+NPH_LO%?S0_P#!E/\`^2#^W,'_`"U/_!=3_P"1/:LCU%&1ZBO%?^%X_M7_
M`/1E5Q_X7=A1_P`+R_:O_P"C*;C_`,+NPH_LO%?S0_\`!E/_`.2#^W,'_+4_
M\%U/_D3VK(]11D>HKQ7_`(7E^U?_`-&4W'_A=V%'_"\?VK_^C*KC_P`+NPH_
MLO%?S0_\&4__`)(/[ HKQ7_A>/[5__`$95\`
MA=V%'_"\OVK_`/HRFX_\+NPH_LO%?S0_\&4__D@_MS!_RU/_``74_P#D3MOC
MY\$O#7[1'PJUGX.>,M8UFRTC7X(X-2F\/ZU-I]VT2RI(T:7$!62-7">6^T@E
M'=>YK\&_%W[,]IXX_P"#1.U\9:S8>*8];\`ZQK,F@Z'9ZA=0P3R7/CA86EN;
M5"!=,D)?RS(&">;(P&3D?M=_PO']J\_\V4W'_A=V%,'QK_:JR,?L57'L/^$\
ML*/[,Q/\T/\`P93_`/DAK/,'_+/_`,%U/_D3P+]KZT^#WQM^,OBU_P!IKPSX
MAU;X2_`[X2*/%&G^&$U&2XOM2UQD,X":9+]H?[+IUFN]457$&K2Y+QRNM?E%
MX)\*1^'?VC[_`%/]H+X87&H_L4ZQ\0[B^\<7WPS\':K9?#F^NU\,M#I!TS3(
MHQ WBRL,:?80R@[V/F'S&D8,[`'I_P`&_COX)^.6D-K/
M@^UU2W010SQQ:MIKVTDMM,K-! %==&KW\1\3^(-&MV62*VLK.[\I
MK"VU"40S.+MP`USN\JTDDV88%5OC'^T#_PTE'))\4_#VI>'-9T3P')I^D:
M983-:VL^I7VL1RW4%R)T,ZD68(W(%D5H@5&PEP+(^OMB^E&Q?2OD;Q!^W-\:
M/[,BT3PUX.M[O7])@TS0/&UMIUD)SIOB:\OY;4QQ++<0I*B"TEE2-Y4,D=Y9
MOO`E02=K_P`-)?&+_AB?QQ\:[S0+33/%WA73M<2TBU*&)X9KFQ,J)+-!;7,P
MC#-&"\"SLRD,N\'@`61]";%]*-B^E?,OC#XZ?M*?"Z_\9'Q+XQ\,:O;_``XT
M*PUS54M_#,ML^MV]V]R/LJ$W;BU>,6LF)<2A_,7*#:=WFFO?MF?M"_%?X;_$
MJ'P#X[LM!DT_P/H/BOPMXA3PJZAK'4+J\C58HYKE9Y(RELI2XGBMW?+D0`$8
M`LC[EV+Z5$TRK.8/+Z`'.:^3?C'^VO\`%[X2_L]?\);+J/AR?Q5:>+/&VD3P
MW-D\2SIH^D>(+VU<0>=O4R+IME,PW',4[%%8D6*&-202\@\P,PRGE@61]<[%]
M*C,R"7R@G.>N:\.^&?[1GQ#\:_M`WG[/-S:6$FJ>#[F]G\<7-M;L$6PE5&T>
M1`7S$;A)6R6!#2:?=JF53<.#^(7[4WQA\"^._&%SHW]A#0_"?B74+CQ!$\#S
MW2Z?;6&FS/ *DFM)/[6LQ]G^,%SXO )-)L(I19?9YOLJS6US<2Q27,[-=1MYZP1QA
M0OWA]KTR.Z%F+B$3,A98MPWE1@$@=2!N7)[9'K3Q)9MR"AR>#CK0!\D^./C3
M\"VF?#7Y6.6-6>%2BNZKDMN"M2J=_Q8?5Z
M/\J^Y?Y'U!;Z/96UPL]O:PQD=/+C`/\`*KM?,?[!/_!3;X?_`+?OQ/\`BG\.
M?`GPB\:>%)/A9=Z1#J`\<:2+"YO5U&VDN8)!;,3+`/+3=ME"N0Z$A
\^@_.O&
MQ^S)\6B,C]MSXDG_`+=-%_\`D"E_X9C^+?\`T>Y\2O\`P$T7_P"0*/J&`_Z#
M(?\`@-7_`.0#^T/Q
M#?*;.-EVLD1&G_NU(`!"X!`Q5FX'[=5W;W=I=?"+X-RQ7Z%;Z.3Q3J!6Y4KL
M(D!L/G&WY<'/'%']G3_Y^T__``./^8?VS3_Y\U?_``7(]*^"/Q-A^,7PQT[X
MAV_AN^TI+Y[B-;2_>)V;R;B2#SHY(F:.:"7R_-AF0[989(Y!@/@=77B=OJW[
M?UI`EK:_#/X0QQ1H%CC3Q;J055`P``+#@`=J?_;W_!07_HG/PC_\*_4O_D&C
M^SI_\_:?_@\P_MFG_SYJ_^"Y'M-%>+?V]_P4%_Z)S\(_\`PK]2_P#D&C^W
MO^"@O_1.?A'_`.%?J7_R#1_9T_\`G[3_`/`X_P"8?VS3_P"?-7_P7(]IKG/B
MO-X>M_`&J3>+=>OM+TM;.0ZCJ.G3R0S6T./GD$D7SQ8&29%P4`+97&1YS_;W
M_!07_HG/PC_\*_4O_D&FOK7_``4"D&'^&_PC/_\9Z-J6N>/H+W0]`\3:EXHTK2+71&@ECUG44OA>R/<-<2;[
1(V@1T/E%>J_X)Y_#3XS^$O&
M6M:_\3_!-SI%G+HDMIHR/I']G0QVZZYJDUO#%:&ZN6M4%M+`RQ-*Q17`.U@R
M*`>U>,/V9/ASXRUIO%5Q/J=EK,>F6%GIFL:?=A+C339M=-!/`65E64?;;A6+
M!ED21D=61F4U-0_9/^'M]'9>5XC\26LT=H;/6[RUU