UNITED STATES    
SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    
 
FORM N-CSR    
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED    
MANAGEMENT INVESTMENT COMPANIES    
 
Investment Company Act file number:   (811-05452)    
 
Exact name of registrant as specified in charter:   Putnam Premier Income Trust    
 
Address of principal executive offices:   One Post Office Square, Boston, Massachusetts 02109  
 
Name and address of agent for service:   Robert T Burns, Vice President  
  One Post Office Square  
  Boston, Massachusetts 02109  
 
Copy to:   John W. Gerstmayr, Esq.  
  Ropes & Gray LLP  
  800 Boylston Street  
  Boston, Massachusetts 02199-3600  
 
Registrant’s telephone number, including area code:     (617) 292-1000  
 
Date of fiscal year end: July 31, 2012    
 
Date of reporting period: August 1, 2011 - July 31, 2012  

 

Item 1. Report to Stockholders:

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940:





Putnam
Premier Income
Trust

Annual report
7 | 31 | 12

Message from the Trustees   1  

About the fund   2  

Performance snapshot   4  

Interview with your fund’s portfolio manager   5  

Your fund’s performance   11  

Terms and definitions   13  

Other information for shareholders   14  

Trustee approval of management contract   15  

Financial statements   19  

Federal tax information   92  

Shareholder meeting results   93  

About the Trustees   94  

Officers   96  

 

Consider these risks before investing: International investing involves certain risks, such as currency fluctuations, economic instability, and political developments. Additional risks may be associated with emerging-market securities, including illiquidity and volatility. Funds that invest in government securities are not guaranteed. Mortgage-backed securities are subject to prepayment risk. Bond investments are subject to interest-rate risk, which means the prices of the fund’s bond investments are likely to fall if interest rates rise. Bond investments are also subject to credit risk, which is the risk that the issuer of the bond may default on payment of interest or principal. Interest-rate risk is generally greater for longer-term bonds, and credit risk is generally greater for below-investment-grade bonds, which may be considered speculative. Unlike bonds, funds that invest in bonds have ongoing fees and expenses. The prices of bonds in the fund’s portfolio may fall or fail to rise over extended periods of time for a variety of reasons, including both general financial market conditions and factors related to a specific issuer or industry. The fund’s shares trade on a stock exchange at market prices, which may be lower than the fund’s net asset value.

 



Message from the Trustees

Dear Fellow Shareholder:

High volatility continues to challenge stock and bond investors around the globe. Year-to-date through July 2012, markets have made major advances and suffered sharp declines. Investor confidence has accordingly waxed, waned, and rebounded with renewed strength. These fluctuations reflect fast-changing perceptions of global macroeconomic data and policymakers’ inability to decisively solve problems ranging from deep structural issues in Europe’s economy to China’s fluctuating growth rate and U.S. fiscal risks. Amid the uncertainties these challenges engender, taking the long view becomes all the more critical for investors, as does relying on the expertise of a financial advisor, who can help you maintain a balanced investment approach.

We would like to take this opportunity to announce the arrival of two new Trustees, Liaquat Ahamed and Katinka Domotorffy, CFA, to your fund’s Board of Trustees. Mr. Ahamed, who in 2010 won the Pulitzer Prize for History with his book, Lords of Finance: The Bankers Who Broke the World , also serves on the Board of Aspen Insurance and the Board of the Rohatyn Group, an emerging-market fund complex that manages money for institutional investors. Ms. Domotorffy, who until year-end 2011 was a Partner, Chief Investment Officer, and Global Head of Quantitative Investment Strategies at Goldman Sachs Asset Management, currently serves as a director for Reach Out and Read of Greater New York, an organization dedicated to promoting early childhood literacy.

We would also like to extend a welcome to new shareholders of the fund and to thank all of our investors for your continued confidence in Putnam.




About the fund

Seeking broad diversification across global bond markets

When Putnam Premier Income Trust was launched in 1988, its three-pronged focus on U.S. investment-grade bonds, high-yield corporate bonds, and non-U.S. bonds was considered innovative. Lower-rated, higher-yielding corporate bonds were relatively new, having just been established in the late 1970s. And, at the time of the fund’s launch, few investors were venturing outside the United States for fixed-income opportunities.

The bond investment landscape has undergone a transformation since the fund’s launch. The U.S. investment-grade market added new sectors, and the high-yield corporate bond sector has grown significantly. Outside the United States, the advent of the euro has resulted in a large market of European bonds. And there are also growing opportunities to invest in the debt of emerging-market countries.

The fund is designed to keep pace with this market expansion. To process the market’s increasing complexity, Putnam’s fixed-income group aligns teams of specialists with the varied investment opportunities. Each group identifies what it considers to be compelling strategies within its area of expertise. The fund’s portfolio managers select from among these strategies, systematically building a diversified portfolio that seeks to carefully balance risk and return.

As different factors drive the performance of the various fixed-income sectors, the managers seek to take advantage of changing market leadership in pursuit of high current income.

How do closed-end funds differ from open-end funds?

More assets at work While open-end funds need to maintain a cash position to meet redemptions, closed-end funds are not subject to redemptions and can keep more of their assets invested in the market. Net cash levels in closed-end funds may vary, however, should market conditions warrant.

Traded like stocks Closed-end fund shares are traded on stock exchanges, and their market prices fluctuate in response to supply and demand, among other factors.

Net asset value vs. market price Like an open-end fund’s net asset value (NAV) per share, the NAV of a closed-end fund share is equal to the current value of the fund’s assets, minus its liabilities, divided by the number of shares outstanding. However, when buying or selling closed-end fund shares, the price you pay or receive is the market price. Market price reflects current market supply and demand and may be higher or lower than the NAV.


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Data are historical. Past performance does not guarantee future results. More recent returns may be less or more than those shown. Investment return and net asset value will fluctuate, and you may have a gain or a loss when you sell your shares. Performance assumes reinvestment of distributions and does not account for taxes. Fund returns in the bar chart are at NAV. See pages 5 and 11–12 for additional performance information, including fund returns at market price. Index and Lipper results should be compared with fund performance at NAV. Lipper calculates performance differently than the closed-end funds it ranks, due to varying methods for determining a fund’s monthly reinvestment NAV.

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Interview with your fund’s portfolio manager


Bill, what was the bond market environment like during the 12 months ended July 31, 2012?

The early months of the period were difficult ones for credit-sensitive fixed-income securities, as concern about the sovereign debt crisis in Europe and a weakening U.S. economic outlook caused investors to move away from risk. Late in 2011, however, investors became more optimistic about U.S. growth prospects and less pessimistic about the European situation, given productive steps taken by eurozone policymakers. Chief among these steps was the European Central Bank’s [ECB] Long-Term Refinancing Operation [LTRO], which was launched in December and expanded in February. LTRO provided much-needed stability to global credit markets by injecting liquidity into the European banking system, thereby reducing banks’ short-term funding risk.

In the United States, the Federal Reserve remained firm in its resolve to hold its benchmark federal funds rate near zero, announcing that it would do so through 2014, in an effort to promote growth and maintain liquidity in the financial system. The Fed’s accommodative stance was further in evidence as it extended “Operation Twist,” under which it is helping to keep long-term Treasury yields low by selling short-term bonds and buying longer-term ones.


This comparison shows your fund’s performance in the context of broad market indexes for the 12 months ended 7/31/12. See pages 4 and 11–12 for additional fund performance information. Index descriptions can be found on page 13.

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Against this backdrop, riskier and more economically sensitive fixed-income assets rallied broadly from December through March. However, the rally stalled during the latter months of the period, as global economic data came in below expectations and rising eurozone risk once again dampened investor sentiment.

For the period as a whole, emerging-market debt, corporate bonds — both investment grade and high yield — and non-government-agency residential mortgage-backed securities [non-agency RMBS] were among the strongest-performing fixed-income categories. Returns for emerging-market and corporate bonds were driven by robust demand from investors seeking higher yields. In the case of non-agency RMBS, considerable demand from hedge funds and other institutional investors, coupled with reduced supply concerns, bolstered that sector’s performance. Longer-term Treasuries and U.S. government-agency securities also outperformed the broad market, driven primarily by their returns during the risk-averse early and late months of the period.

The fund lagged its benchmark by a substantial margin during the period. What factors hampered its performance?

I think it’s important to point out that the fund’s benchmark is primarily composed


Credit qualities are shown as a percentage of net assets as of 7/31/12. A bond rated Baa or higher (Prime-3 or higher, for short-term debt) is considered investment grade. The chart reflects Moody’s ratings; percentages may include bonds or derivatives not rated by Moody’s but rated by Standard & Poor’s (S&P) or, if unrated by S&P, by Fitch, and then included in the closest equivalent Moody’s rating. Ratings will vary over time.

Credit quality includes bonds and represents only the fixed-income portion of the portfolio. Derivative instruments, including currency forwards, are only included to the extent of any unrealized gain or loss on such instruments and are shown in the not-rated category. Cash is also shown in the not-rated category. The fund itself has not been rated by an independent rating agency.

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of U.S. Treasury and agency securities, and these market sectors performed relatively well during the past 12 months. That said, the fund’s U.S. term-structure positioning [meaning its duration — or interest-rate sensitivity — and yield-curve strategy] detracted from results. Given the low level of Treasury yields and expectations for modestly improving U.S. economic growth, we took a cautious approach toward interest-rate risk by keeping the fund’s duration shorter than the benchmark’s. However, this positioning, which can be beneficial when rates are rising, hampered performance because interest rates generally declined during the period.


Our active currency strategy, which is implemented with long and short positions using currency forward contracts, also proved detrimental, as currency markets were volatile during the period. Specifically, our tactical exposure to commodity-linked currencies — such as the Australian dollar and Norwegian krone — and a short position in the euro detracted from results. Slowing global growth, particularly in China, led to falling commodity prices, which weighed on the currencies of major commodity-exporting countries. Having lighter-than-benchmark exposure to the euro hurt as the currency rebounded from the low levels it reached during 2011. A long position in the Swedish krona aided performance and partially offset the overall negative outcome of our currency strategy.

Which strategies and holdings helped the fund versus the benchmark?

Our out-of-benchmark allocation to non-agency RMBS was the biggest


This table shows the fund’s top holdings across three key sectors and the percentage of the fund’s net assets that each represented as of 7/31/12. Short-term holdings, derivatives, and TBA commitments are excluded. Holdings will vary over time.

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contributor. Specifically, holdings of Alternative-A [Alt-A], home-equity, and payment option adjustable-rate mortgage-backed securities [pay option ARMs] produced strong gains. By way of background, Alt-A mortgage securities are considered riskier than bonds backed by standard prime mortgages. However, because Alt-A borrowers must have reasonably adequate credit histories, these securities have higher credit quality than bonds backed by subprime mortgages. Pay option ARM securities are backed by mortgages that allow the borrower to choose between several monthly payment options.

Holdings of commercial mortgage-backed securities [CMBS] were another notable contributor. We held both AAA-rated CMBS and “seasoned mezzanine” securities. CMBS are created when an underwriter assembles a package of commercial mortgages and issues bonds of varying creditworthiness. AAA-rated CMBS occupy the top of the underwriter’s capital structure, and thus offer the greatest principal protection. Mezzanine CMBS are slightly lower in the capital structure, but still provide a meaningful amount of principal protection along with higher yields. The mezzanine bonds we selected were issued prior to 2006, when CMBS underwriting standards were stronger than they were later in the decade.

Our exposure to high-yield corporate bonds also helped the fund’s performance, thanks to an overweight allocation to this strong-performing sector, along with favorable security selection.

Lastly, our international term-structure strategies were an overall contributor. The fund benefited from long-duration positioning in Europe, Japan, and the United Kingdom, along with a strategy designed to benefit from a flattening yield curve in the United Kingdom. These contributors were partially offset by unfavorable short-duration strategies in Australia, Canada, Switzerland, and Sweden.

How did you use derivatives during the period?

We used bond futures and interest-rate swaps — which allow two parties to exchange one stream of future interest payments


This chart shows how the fund’s top weightings have changed over the past six months. Weightings are shown as a percentage of net assets. Summary information may differ from the portfolio schedule included in the financial statements due to the inclusion of derivative securities, the exclusion of as-of trades, if any, and the use of different classifications of securities for presentation purposes. Cash positions may represent collateral used to cover certain derivative contracts. Holdings will vary over time.

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for another, based on a specified principal amount — to take tactical positions at various points along the yield curve.

In addition, we employed interest-rate swaps and “swaptions” — which give us the option to enter into a swap contract — to hedge the interest-rate risk associated with our collateralized-mortgage-obligation [CMO] holdings.

Lastly, we used forward currency contracts to hedge the foreign exchange risk associated with non-U.S. bonds, and to efficiently gain exposure to foreign currencies as part of our active strategy toward global currency pairings.

The fund reduced its distribution rate twice during the period. What led to those decisions?

The fund’s distribution rate was lowered to $0.043 per share from $0.051 per share in August and was lowered again in November to $0.030 per share. The reductions were due to the lower yields available on asset-backed and commercial mortgage-backed securities, as well as declining yields in the marketplace generally.

What is your outlook for the coming months, and how do you plan to position the fund?

The first estimate of second-quarter gross domestic product was 1.5% on an annualized basis, confirming that the U.S. economy has slowed from the first quarter’s 2% rate. Although these were weaker readings than we were expecting, we do not view this weakness as particularly troubling. In our view, most of the recent data flow, especially the labor market and automotive sales data, points to an economy that appears to be bouncing along the bottom of its recent range. Of course, a slow-growing economy is more vulnerable to shocks, and Europe’s weakness raises the risk of a shock that could push the United States into another recession.

A word about derivatives

Derivatives are an increasingly common type of investment instrument, the performance of which is derived from an underlying security, index, currency, or other area of the capital markets. Derivatives employed by the fund’s managers generally serve one of two main purposes: to implement a strategy that may be difficult or more expensive to invest in through traditional securities, or to hedge unwanted risk associated with a particular position.

For example, the fund’s managers might use forward currency contracts to capitalize on an anticipated change in exchange rates between two currencies. This approach would require a significantly smaller outlay of capital than purchasing traditional bonds denominated in the underlying currencies. In another example, the managers may identify a bond that they believe is undervalued relative to its risk of default, but may seek to reduce the interest-rate risk of that bond by using interest-rate swaps, a derivative through which two parties “swap” payments based on the movement of certain rates.

Like any other investment, derivatives may not appreciate in value and may lose money. Derivatives may amplify traditional fixed-income risks through the creation of leverage and may be less liquid than traditional securities. And because derivatives typically represent contractual agreements between two financial institutions, derivatives entail “counterparty risk,” which is the risk that the other party is unable or unwilling to pay. Putnam monitors the counterparty risks we assume. For some types of derivatives, Putnam also seeks to mitigate the level of ongoing counterparty credit risk by entering into collateral agreements with counterparties that require the counterparties to post collateral on a regular basis to cover their obligations to the fund.

See pages 54–76 for more information on the types of derivatives used.

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We believe that the risks to the United States from Europe are less from its deepening economic downturn and more from the possibility that financial market stress will cause a major European financial institution to fail. However, we believe significant steps are being taken to resolve the underlying crisis. Progress on common banking supervision, or “banking union,” and likely intervention by the ECB in the peripheral bond markets represent significant developments in the policy response to the crisis.

In terms of portfolio positioning, at period-end, we continued to de-emphasize interest-rate risk by maintaining a modestly short duration stance and a bias toward a steeper yield curve in the United States. In terms of portfolio structure, the fund’s greatest overweight was in securitized mortgage-backed instruments. We believe there are compelling tactical trading opportunities among government-agency mortgage pass-through securities and interest-only CMOs. We also believe non-agency RMBS remain attractive.

Thanks for bringing us up to date, Bill.

The views expressed in this report are exclusively those of Putnam Management and are subject to change. They are not meant as investment advice.

Please note that the holdings discussed in this report may not have been held by the fund for the entire period. Portfolio composition is subject to review in accordance with the fund’s investment strategy and may vary in the future. Current and future portfolio holdings are subject to risk.

Portfolio Manager D. William Kohli is Co-Head of Fixed Income at Putnam. He has an M.B.A. from the Haas School of Business at the University of California, Berkeley, and a B.A. from the University of California, San Diego. Bill joined Putnam in 1994 and has been in the investment industry since 1986.

In addition to Bill, your fund’s portfolio managers are Michael J. Atkin; Kevin F. Murphy; Michael V. Salm; Paul D. Scanlon, CFA; and Raman Srivastava, CFA.

IN THE NEWS

Speculation is high that additional mone tary easing may soon be in the works. The U.S. Federal Reserve has engaged in unprecedented attempts to stimulate the economy since the onset of the global financial crisis, beginning with two rounds of bond buying called “quantitative easing.” Dubbed “QE1” and “QE2” in the press, these large-scale expansions of the Fed’s balance sheets were followed by a program called “Operation Twist,” by which the Fed sells short-term debt on its books and uses the proceeds to purchase longer-term Treasuries and mortgage-backed securities. The goal of these programs has been to inject liquidity into the markets and drive down interest rates. Some market watchers believe “QE3” may be around the corner, this time aimed specifically at reducing today’s already-low mortgage rates.

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Your fund’s performance

This section shows your fund’s performance, price, and distribution information for periods ended July 31, 2012, the end of its most recent fiscal year. In accordance with regulatory requirements for mutual funds, we also include performance as of the most recent calendar quarter-end. Performance should always be considered in light of a fund’s investment strategy. Data represent past performance. Past performance does not guarantee future results. More recent returns may be less or more than those shown. Investment return, net asset value, and market price will fluctuate, and you may have a gain or a loss when you sell your shares.

Fund performance Total return and comparative index results for periods ended 7/31/12

        Lipper Flexible Income  
      Barclays Government   Funds (closed-end)  
  NAV   Market price   Bond Index   category average*  

Annual average          
Life of fund          
(since 2/29/88)   7.65%   7.23%   6.96%   7.13%  

10 years   113.79   115.55   66.49   98.83  
Annual average   7.89   7.98   5.23   7.09  

5 years   32.79   48.39   37.27   38.11  
Annual average   5.84   8.21   6.54   6.58  

3 years   37.46   43.36   18.47   35.01  
Annual average   11.19   12.76   5.81   10.50  

1 year   0.35   –0.63   7.56   4.41  

 

Performance assumes reinvestment of distributions and does not account for taxes.

Index and Lipper results should be compared to fund performance at net asset value. Lipper calculates performance differently than the closed-end funds it ranks, due to varying methods for determining a fund’s monthly reinvestment NAV.

* Over the 1–year, 3–year, 5–year, 10–year, and life–of–fund periods ended 7/31/12, there were 5, 5, 4, 3, and 1 fund(s), respectively, in this Lipper category.

Fund price and distribution information For the 12-month period ended 7/31/12

Distributions      

Number   12

Income   $0.343934

Return of capital*   0.055066

Capital gains  

Total   $0.399000

Share value   NAV   Market price  

7/31/11   $6.17   $6.09  

7/31/12   5.76   5.63  

Current yield (end of period)   NAV   Market price  

Current dividend rate†   6.25%   6.39%  

 

The classification of distributions, if any, is an estimate. Final distribution information will appear on your year-end tax forms.

* See page 92.

† Most recent distribution, excluding capital gains, annualized and divided by NAV or market price at end of period.

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Fund performance as of most recent calendar quarter
Total return for periods ended 6/30/12

  NAV   Market price  

Annual average      
Life of fund (since 2/29/88)   7.56%   7.01%  

10 years   104.78   97.39  
Annual average   7.43   7.04  

5 years   28.28   32.61  
Annual average   5.11   5.81  

3 years   44.80   46.98  
Annual average   13.13   13.70  

1 year   –1.79   –11.94  

 

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Terms and definitions

Important terms

Total return shows how the value of the fund’s shares changed over time, assuming you held the shares through the entire period and reinvested all distributions in the fund.

Net asset value (NAV) is the value of all your fund’s assets, minus any liabilities, divided by the number of outstanding shares.

Market price is the current trading price of one share of the fund. Market prices are set by transactions between buyers and sellers on exchanges such as the New York Stock Exchange.

Fixed-income terms

Current yield is the annual rate of return earned from dividends or interest of an investment. Current yield is expressed as a percentage of the price of a security, fund share, or principal investment.

Mortgage-backed security (MBS) , also known as a mortgage “pass-through”, is a type of asset-backed security that is secured by a mortgage or collection of mortgages. The following are types of MBSs:

• Agency “pass-through” has its principal and interest backed by a U.S. government agency, such as the Federal National Mortgage Association (Fannie Mae), Government National Mortgage Association (Ginnie Mae), and Federal Home Loan Mortgage Corporation (Freddie Mac).

• Collateralized mortgage obligation (CMO) represents claims to specific cash flows from pools of home mortgages. The streams of principal and interest payments on the mortgages are distributed to the different classes of CMO interests in “tranches”. Each tranche may have different principal balances, coupon rates, prepayment risks, and maturity dates. A CMO is highly sensitive to changes in interest rates and any resulting change in the rate at which homeowners sell their properties, refinance, or otherwise prepay loans. CMOs are subject to prepayment, market, and liquidity risks.

• Interest-only (IO) security is a type of CMO in which the underlying asset is the interest portion of mortgage, Treasury, or bond payments.

• Non-agency residential mortgage-backed security (RMBS) is an MBS not backed by  Fannie Mae, Ginnie Mae, or Freddie  Mac.  One  type of RMBS is an Alt-A mortgage-backed security.

• Commercial mortgage-backed security (CMBS) is secured by the loan on a commercial property.

Yield curve is a graph that plots the yields of bonds with equal credit quality against their differing maturity dates, ranging from shortest to longest. It is used as a benchmark for other debt, such as mortgage or bank lending rates.

Comparative indexes

Barclays Government Bond Index is an unmanaged index of U.S. Treasury and agency securities.

Barclays U.S. Aggregate Bond Index is an unmanaged index of U.S. investment-grade fixed-income securities.

BofA (Bank of America) Merrill Lynch U.S. 3-Month Treasury Bill Index is an unmanaged index that seeks to measure the performance of U.S. Treasury bills available in the marketplace.

S&P 500 Index is an unmanaged index of common stock performance.

Indexes assume reinvestment of all distributions and do not account for fees. Securities and performance of a fund and an index will differ. You cannot invest directly in an index.

Lipper is a third-party industry-ranking entity that ranks mutual funds. Its rankings do not reflect sales charges. Lipper rankings are based on total return at net asset value relative to other funds that have similar current investment styles or objectives as determined by Lipper. Lipper may change a fund’s category assignment at its discretion. Lipper category averages reflect performance trends for funds within a category.

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Other information for shareholders

Important notice regarding share repurchase program

In September 2012, the Trustees of your fund approved the renewal of a share repurchase program that had been in effect since 2005. This renewal will allow your fund to repurchase, in the 12 months beginning October 8, 2012, up to 10% of the fund’s common shares outstanding as of October 7, 2012.

Important notice regarding Putnam’s privacy policy

In order to conduct business with our shareholders, we must obtain certain personal information such as account holders’ names, addresses, Social Security numbers, and dates of birth. Using this information, we are able to maintain accurate records of accounts and transactions.

It is our policy to protect the confidentiality of our shareholder information, whether or not a shareholder currently owns shares of our funds. In particular, it is our policy not to sell information about you or your accounts to outside marketing firms. We have safeguards in place designed to prevent unauthorized access to our computer systems and procedures to protect personal information from unauthorized use.

Under certain circumstances, we must share account information with outside vendors who provide services to us, such as mailings and proxy solicitations. In these cases, the service providers enter into confidentiality agreements with us, and we provide only the information necessary to process transactions and perform other services related to your account. Finally, it is our policy to share account information with your financial representative, if you’ve listed one on your Putnam account.

Proxy voting

Putnam is committed to managing our mutual funds in the best interests of our shareholders. The Putnam funds’ proxy voting guidelines and procedures, as well as information regarding how your fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2012, are available in the Individual Investors section at putnam.com, and on the Securities and Exchange Commission (SEC) website, www.sec.gov. If you have questions about finding forms on the SEC’s website, you may call the SEC at 1-800-SEC-0330. You may also obtain the Putnam funds’ proxy voting guidelines and procedures at no charge by calling Putnam’s Shareholder Services at 1-800-225-1581.

Fund portfolio holdings

The fund will file a complete schedule of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Shareholders may obtain the fund’s Forms N-Q on the SEC’s website at www.sec.gov. In addition, the fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. You may call the SEC at 1-800-SEC-0330 for information about the SEC’s website or the operation of the Public Reference Room.

Trustee and employee fund ownership

Putnam employees and members of the Board of Trustees place their faith, confidence, and, most importantly, investment dollars in Putnam mutual funds. As of July 31, 2012, Putnam employees had approximately $332,000,000 and the Trustees had approximately $79,000,000 invested in Putnam mutual funds. These amounts include investments by the Trustees’ and employees’ immediate family members as well as investments through retirement and deferred compensation plans.

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Trustee approval of management contract

General conclusions

The Board of Trustees of the Putnam funds oversees the management of each fund and, as required by law, determines annually whether to approve the continuance of your fund’s management contract with Putnam Investment Management (“Putnam Management”) and the sub-management contract with respect to your fund between Putnam Management and its affiliate, Putnam Investments Limited (“PIL”).

The Board of Trustees, with the assistance of its Contract Committee, requests and evaluates all information it deems reasonably necessary under the circumstances in connection with its annual contract review. The Contract Committee consists solely of Trustees who are not “interested persons” (as this term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Putnam funds (“Independent Trustees”).

At the outset of the review process, members of the Board’s independent staff and independent legal counsel met with representatives of Putnam Management to review the annual contract review materials furnished to the Contract Committee during the course of the previous year’s review and to discuss possible changes in these materials that might be necessary or desirable for the coming year. Following these discussions and in consultation with the Contract Committee, the Independent Trustees’ independent legal counsel requested that Putnam Management furnish specified information, together with any additional information that Putnam Management considered relevant, to the Contract Committee. Over the course of several months ending in June 2012, the Contract Committee met on a number of occasions with representatives of Putnam Management, and separately in executive session, to consider the information that Putnam Management provided. Throughout this process, the Contract Committee was assisted by the members of the Board’s independent staff and by independent legal counsel for the Putnam funds and the Independent Trustees.

In May 2012, the Contract Committee met in executive session with the other Independent Trustees to discuss the Contract Committee’s preliminary recommendations with respect to the continuance of the contracts. At the Trustees’ June 22, 2012 meeting, the Contract Committee met in executive session with the other Independent Trustees to review a summary of the key financial data that the Contract Committee considered in the course of its review. The Contract Committee then presented its written report, which summarized the key factors that the Committee had considered and set forth its final recommendations. The Contract Committee then recommended, and the Independent Trustees approved, the continuance of your fund’s management and sub-management contracts, effective July 1, 2012. (Because PIL is an affiliate of Putnam Management and Putnam Management remains fully responsible for all services provided by PIL, the Trustees have not evaluated PIL as a separate entity, and all subsequent references to Putnam Management below should be deemed to include reference to PIL as necessary or appropriate in the context.)

The Independent Trustees’ approval was based on the following conclusions:

That the fee schedule in effect for your fund represented reasonable compensation in light of the nature and quality of the services being provided to the fund, the fees paid by competitive funds, and the costs incurred by Putnam Management in providing services, and

That the fee schedule represented an appropriate sharing between fund shareholders and Putnam Management of such economies of scale as may exist in the management of the fund at current asset levels.

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These conclusions were based on a comprehensive consideration of all information provided to the Trustees and were not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations and how the Trustees considered these factors are described below, although individual Trustees may have evaluated the information presented differently, giving different weights to various factors. It is also important to recognize that the management arrangements for your fund and the other Putnam funds are the result of many years of review and discussion between the Independent Trustees and Putnam Management, that some aspects of the arrangements may receive greater scrutiny in some years than others, and that the Trustees’ conclusions may be based, in part, on their consideration of fee arrangements in previous years.

Management fee schedules and total expenses

The Trustees reviewed the management fee schedules in effect for all Putnam funds, including fee levels and breakpoints. In reviewing management fees, the Trustees generally focus their attention on material changes in circumstances — for example, changes in assets under management, changes in a fund’s investment style, changes in Putnam Management’s operating costs, or changes in competitive practices in the mutual fund industry — that suggest that consideration of fee changes might be warranted. The Trustees concluded that the circumstances did not warrant changes to the management fee structure of your fund.

Your fund has the benefit of breakpoints in its management fee that provide shareholders with significant economies of scale in the form of reduced fee levels as the fund’s assets under management increase. In recent years, the Trustees have examined the operation of the existing breakpoint structure during periods of both growth and decline in asset levels. The Trustees concluded that the fee schedule in effect for your fund represented an appropriate sharing of economies of scale at that time.

The Trustees reviewed comparative fee and expense information for a custom group of competitive funds selected by Lipper Inc. This comparative information included your fund’s percentile ranking for effective management fees and total expenses, which provides a general indication of your fund’s relative standing. In the custom peer group, your fund ranked in the 1st quintile in effective management fees (determined for your fund and the other funds in the custom peer group based on fund asset size and the applicable contractual management fee schedule) and in the 1st quintile in total expenses as of December 31, 2011 (the first quintile representing the least expensive funds and the fifth quintile the most expensive funds). The fee and expense data reported by Lipper as of December 31, 2011 reflected the most recent fiscal year-end data available in Lipper’s database at that time.

In connection with their review of the management fees and total expenses of the Putnam funds, the Trustees also reviewed the costs of the services provided and the profits realized by Putnam Management and its affiliates from their contractual relationships with the funds. This information included trends in revenues, expenses and profitability of Putnam Management and its affiliates relating to the investment management, investor servicing and distribution services provided to the funds. In this regard, the Trustees also reviewed an analysis of Putnam Management’s revenues, expenses and profitability, allocated on a fund-by-fund basis, with respect to the funds’ management, distribution, and investor servicing contracts. For each fund, the analysis presented information about revenues, expenses and profitability for each of the agreements separately and for the agreements taken together on a combined basis. The Trustees concluded that, at current asset levels, the fee schedules in place represented reasonable compensation for the services being provided and represented an

16



appropriate sharing of such economies of scale as may exist in the management of the funds at that time.

The information examined by the Trustees as part of their annual contract review for the Putnam funds has included for many years information regarding fees charged by Putnam Management and its affiliates to institutional clients such as defined benefit pension plans, college endowments, and the like. This information included comparisons of those fees with fees charged to the funds, as well as an assessment of the differences in the services provided to these different types of clients. The Trustees observed that the differences in fee rates between institutional clients and mutual funds are by no means uniform when examined by individual asset sectors, suggesting that differences in the pricing of investment management services to these types of clients may reflect historical competitive forces operating in separate markets. The Trustees considered the fact that in many cases fee rates across different asset classes are higher on average for mutual funds than for institutional clients, as well as the differences between the services that Putnam Management provides to the Putnam funds and those that it provides to its institutional clients. The Trustees did not rely on these comparisons to any significant extent in concluding that the management fees paid by your fund are reasonable.

Investment performance

The quality of the investment process provided by Putnam Management represented a major factor in the Trustees’ evaluation of the quality of services provided by Putnam Management under your fund’s management contract. The Trustees were assisted in their review of the Putnam funds’ investment process and performance by the work of the investment oversight committees of the Trustees, which meet on a regular basis with the funds’ portfolio teams and with the Chief Investment Officer and other members of Putnam Management’s Investment Division throughout the year. The Trustees concluded that Putnam Management generally provides a high-quality investment process — based on the experience and skills of the individuals assigned to the management of fund portfolios, the resources made available to them, and in general Putnam Management’s ability to attract and retain high-quality personnel — but also recognized that this does not guarantee favorable investment results for every fund in every time period.

The Trustees considered the investment performance of each fund over multiple time periods and considered information comparing each fund’s performance with various benchmarks and, where applicable, with the performance of competitive funds or targeted annualized return. They noted that since 2009, when Putnam Management began implementing major changes to strengthen its investment personnel and processes, there has been a steady improvement in the number of Putnam funds showing above-median three-year performance results. They also noted the disappointing investment performance of some funds for periods ended December 31, 2011 and considered information provided by Putnam Management regarding the factors contributing to the underperformance and actions being taken to improve the performance of these particular funds. The Trustees indicated their intention to continue to monitor performance trends to assess the effectiveness of these efforts and to evaluate whether additional actions to address areas of underperformance are warranted.

In the case of your fund, the Trustees considered that its common share cumulative total return performance at net asset value was in the following quartiles of its Lipper Inc. peer group (Lipper Flexible Income Funds) for the one-year, three-year and five-year periods ended December 31, 2011

17



(the first quartile representing the best-performing funds and the fourth quartile the worst-performing funds):

One-year period   3rd  

Three-year period   1st  

Five-year period   3rd  

 

Over the one-year, three-year and five-year periods ended December 31, 2011, there were 5, 4 and 4 funds, respectively, in your fund’s Lipper peer group. (When considering performance information, shareholders should be mindful that past performance is not a guarantee of future results.)

Brokerage and soft-dollar allocations; investor servicing

The Trustees considered various potential benefits that Putnam Management may receive in connection with the services it provides under the management contract with your fund. These include benefits related to brokerage allocation and the use of soft dollars, whereby a portion of the commissions paid by a fund for brokerage may be used to acquire research services that are expected to be useful to Putnam Management in managing the assets of the fund and of other clients. Subject to policies established by the Trustees, soft-dollar credits acquired through these means are used primarily to acquire research services that supplement Putnam Management’s internal research efforts. However, the Trustees noted that a portion of available soft-dollar credits continues to be allocated to the payment of fund expenses. The Trustees indicated their continued intent to monitor regulatory developments in this area with the assistance of their Brokerage Committee and also indicated their continued intent to monitor the potential benefits associated with fund brokerage and soft-dollar allocations and trends in industry practices to ensure that the principle of seeking best price and execution remains paramount in the portfolio trading process.

Putnam Management may also receive benefits from payments that the funds make to Putnam Management’s affiliates for investor services. In conjunction with the annual review of your fund’s management and sub-management contracts, the Trustees reviewed your fund’s investor servicing agreement with Putnam Investor Services, Inc. (“PSERV”), an affiliate of Putnam Management. The Trustees concluded that the fees payable by the funds to PSERV for such services are reasonable in relation to the nature and quality of such services.

18



Financial statements

These sections of the report, as well as the accompanying Notes, preceded by the Report of Independent Registered Public Accounting Firm, constitute the fund’s financial statements.

The fund’s portfolio lists all the fund’s investments and their values as of the last day of the reporting period. Holdings are organized by asset type and industry sector, country, or state to show areas of concentration and diversification.

Statement of assets and liabilities shows how the fund’s net assets and share price are determined. All investment and non-investment assets are added together. Any unpaid expenses and other liabilities are subtracted from this total. The result is divided by the number of shares to determine the net asset value per share. (For funds with preferred shares, the amount subtracted from total assets includes the liquidation preference of preferred shares.)

Statement of operations shows the fund’s net investment gain or loss. This is done by first adding up all the fund’s earnings — from dividends and interest income — and subtracting its operating expenses to determine net investment income (or loss). Then, any net gain or loss the fund realized on the sales of its holdings — as well as any unrealized gains or losses over the period — is added to or subtracted from the net investment result to determine the fund’s net gain or loss for the fiscal year.

Statement of changes in net assets shows how the fund’s net assets were affected by the fund’s net investment gain or loss, by distributions to shareholders, and by changes in the number of the fund’s shares. It lists distributions and their sources (net investment income or realized capital gains) over the current reporting period and the most recent fiscal year-end. The distributions listed here may not match the sources listed in the Statement of operations because the distributions are determined on a tax basis and may be paid in a different period from the one in which they were earned.

Financial highlights provide an overview of the fund’s investment results, per-share distributions, expense ratios, net investment income ratios, and portfolio turnover in one summary table, reflecting the five most recent reporting periods. In a semiannual report, the highlights table also includes the current reporting period.

19



Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders
Putnam Premier Income Trust:

We have audited the accompanying statement of assets and liabilities of Putnam Premier Income Trust (the fund), including the fund’s portfolio, as of July 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2012 by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Putnam Premier Income Trust as of July 31, 2012, the results of its operations, the changes in its net assets and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.


Boston, Massachusetts
September 17, 2012

20



The fund’s portfolio 7/31/12

MORTGAGE-BACKED SECURITIES (31.5%)*     Principal amount   Value  

 
American Home Mortgage Assets Ser. 07-5, Class XP, IO, PO,        
2.781s, 2047     $26,672,873   $2,695,575  

American Home Mortgage Investment Trust Ser. 07-1,        
Class GIOP, IO, 2.078s, 2047     3,028,098   369,125  

Banc of America Commercial Mortgage, Inc. 144A        
Ser. 01-1, Class J, 6 1/8s, 2036     318,946   236,020  
Ser. 01-1, Class K, 6 1/8s, 2036     677,530   93,115  
Ser. 07-5, Class XW, IO, 0.412s, 2051     201,748,830   2,880,166  

Barclays Capital, LLC Trust 144A        
Ser. 09-RR7, Class 1A7, IO, 1.792s, 2046     44,834,123   1,905,450  
Ser. 09-RR7, Class 2A7, IO, 1.579s, 2047     87,893,287   3,656,361  
Ser. 09-RR7, Class 2A1, IO, 0 3/4s, 2047     97,082,417   2,475,602  
Ser. 09-RR7, Class 1A1, IO, 0 3/4s, 2046     99,385,188   2,534,322  

Bear Stearns Commercial Mortgage Securities, Inc.        
FRB Ser. 06-PW12, Class AJ, 5.757s, 2038     1,500,000   1,289,940  
Ser. 05-PWR7, Class B, 5.214s, 2041     1,641,000   1,493,310  

Bear Stearns Mortgage Funding Trust        
Ser. 06-AR2, Class 1X, IO, 0.7s, 2046     16,455,702   431,139  
Ser. 07-AR5, Class 1X2, IO, 0 1/2s, 2047     10,013,535   213,288  
Ser. 06-AR5, Class 1X, IO, 0 1/2s, 2046     22,212,319   422,034  
Ser. 06-AR3, Class 1X, IO, 0.4s, 2036     11,430,229   161,166  

Citigroup Mortgage Loan Trust, Inc. FRB Ser. 06-AR3,        
Class 1A2A, 5.621s, 2036     3,653,985   3,266,224  

Citigroup/Deutsche Bank Commercial Mortgage Trust 144A        
Ser. 07-CD5, Class XS, IO, 0.046s, 2044     61,047,306   229,437  

Commercial Mortgage Pass-Through Certificates FRB        
Ser. 04-LB3A, Class E, 5.358s, 2037 F     1,522,000   1,464,131  

Cornerstone Titan PLC 144A        
FRB Ser. 05-CT1A, Class D, 1.88s, 2014 (United Kingdom)   GBP   868,987   1,144,451  
FRB Ser. 05-CT2A, Class E, 1.789s, 2014 (United Kingdom)   GBP   284,623   397,159  

Countrywide Alternative Loan Trust        
Ser. 06-0A19, Class XP, IO, 2.588s, 2047     $32,732,044   2,291,243  
FRB Ser. 05-38, Class A1, 1.647s, 2035     2,210,490   1,492,081  
FRB Ser. 05-62, Class 2A1, 1.147s, 2035     2,520,741   1,518,746  
Ser. 07-HY9, Class X, IO, 0.65s, 2047     13,334,356   542,708  
FRB Ser. 05-59, Class 1A1, 0.577s, 2035     11,111,704   6,444,788  
FRB Ser. 06-OA6, Class 1A1A, 0.456s, 2046     13,735,597   7,966,646  
FRB Ser. 06-OA21, Class A1, 0.437s, 2047     15,432,467   8,102,045  
FRB Ser. 06-OA16, Class A1C, 0.436s, 2046     3,422,636   2,720,996  
FRB Ser. 06-OA8, Class 1A1, 0.436s, 2046     5,547,396   3,106,542  
FRB Ser. 07-OA7, Class A1B, 0.386s, 2047     2,499,959   1,462,476  
FRB Ser. 07-OA3, Class 1A1, 0.386s, 2047     3,313,287   2,186,769  
FRB Ser. 06-OA18, Class A1, 0.366s, 2046     9,422,528   5,841,968  

Countrywide Home Loans        
FRB Ser. 07-HYB2, Class 3A1, 2.894s, 2047     3,713,290   2,088,726  
FRB Ser. 05-HY10, Class 3A1B, 2.721s, 2036     8,301,112   5,229,701  
FRB Ser. 05-3, Class 1A2, 0.536s, 2035     1,223,058   819,449  
FRB Ser. 06-OA4, Class A2, 0.516s, 2046     2,473,010   1,088,124  
FRB Ser. 06-OA5, Class 2A1, 0.445s, 2046     4,000,578   2,240,324  

 

21



MORTGAGE-BACKED SECURITIES (31.5%)* cont.   Principal amount   Value  

 
Credit Suisse Mortgage Capital Certificates FRB Ser. 06-C1,      
Class AJ, 5.593s, 2039   $1,057,000   $991,466  

CS First Boston Mortgage Securities Corp. Ser. 05-C6,      
Class AJ, 5.23s, 2040 F   1,737,000   1,705,395  

CS First Boston Mortgage Securities Corp. 144A Ser. 02-CP5,      
Class M, 5 1/4s, 2035   684,281   40,919  

Deutsche Alt-A Securities, Inc. Mortgage Loan Trust FRB      
Ser. 06-OA1, Class A1, 0.446s, 2047   2,372,195   1,435,178  

DLJ Commercial Mortgage Corp. Ser. 98-CF2, Class B4,      
6.04s, 2031   552,708   541,654  

Federal Home Loan Mortgage Corp.      
IFB Ser. 3182, Class SP, 27.605s, 2032   526,015   841,750  
IFB Ser. 3408, Class EK, 24.792s, 2037   318,280   507,775  
IFB Ser. 2979, Class AS, 23.361s, 2034   162,461   220,700  
IFB Ser. 3072, Class SM, 22.885s, 2035   543,941   860,658  
IFB Ser. 3072, Class SB, 22.738s, 2035   487,217   767,844  
IFB Ser. 3951, Class CS, IO, 6.508s, 2026   12,319,888   2,063,828  
IFB Ser. 3727, Class PS, IO, 6.451s, 2038   5,395,607   566,907  
IFB Ser. 3895, Class SM, IO, 6.401s, 2040   11,266,857   1,770,183  
IFB Ser. 4048, Class GS, IO, 6.401s, 2040   4,786,744   1,013,258  
IFB Ser. 3940, Class PS, IO, 6.401s, 2040   13,738,949   1,942,773  
IFB Ser. 4032, Class SA, IO, 6.251s, 2042   13,796,383   1,976,706  
IFB Ser. 3922, Class CS, IO, 5.851s, 2041   4,930,111   720,127  
IFB Ser. 3768, Class PS, IO, 5.751s, 2036   13,436,156   1,444,387  
IFB Ser. 3753, Class S, IO, 5.701s, 2040   5,868,597   958,232  
Ser. 3632, Class CI, IO, 5s, 2038   2,212,107   138,788  
Ser. 3626, Class DI, IO, 5s, 2037   1,382,082   51,261  
Ser. 268, Class S3, IO, 4 1/2s, 2042   7,884,000   2,119,219  
Ser. 4000, Class PI, IO, 4 1/2s, 2042   6,737,056   810,552  
Ser. 4019, Class GI, IO, 4 1/2s, 2041   8,785,831   1,166,868  
Ser. 4024, Class PI, IO, 4 1/2s, 2041   12,031,467   1,639,287  
Ser. 3747, Class HI, IO, 4 1/2s, 2037   1,322,393   129,843  
Ser. 4010, Class NI, IO, 4s, 2041 F   9,351,744   1,328,776  
Ser. 3738, Class MI, IO, 4s, 2034   13,781,925   825,437  
Ser. 3748, Class NI, IO, 4s, 2034   6,797,383   417,087  
Ser. 3736, Class QI, IO, 4s, 2034   16,620,052   664,802  
Ser. 3751, Class MI, IO, 4s, 2034   17,261,147   480,896  
Ser. 3740, Class KI, IO, 4s, 2033   7,845,159   197,463  
Ser. 4098, Class PI, IO, 2s, 2042 F   8,507,000   1,427,894  
Ser. T-57, Class 1AX, IO, 0.421s, 2043   5,333,774   65,817  
Ser. 4077, Class TO, PO, zero %, 2041   3,635,000   3,108,216  
Ser. 3124, Class DO, PO, zero %, 2036   13,452   13,284  
FRB Ser. 3326, Class WF, zero %, 2035   20,087   18,078  
FRB Ser. 3030, Class EF, zero %, 2035   13,545   13,410  
FRB Ser. 3007, Class LU, zero %, 2035   11,392   10,025  

Federal National Mortgage Association      
IFB Ser. 06-62, Class PS, 38.423s, 2036   663,345   1,205,410  
IFB Ser. 07-53, Class SP, 23.297s, 2037   463,846   747,550  
IFB Ser. 08-24, Class SP, 22.381s, 2038   420,393   672,629  
IFB Ser. 05-75, Class GS, 19.511s, 2035   507,165   745,732  
IFB Ser. 05-83, Class QP, 16.754s, 2034   530,798   727,194  

 

22



MORTGAGE-BACKED SECURITIES (31.5%)* cont.   Principal amount   Value  

 
Federal National Mortgage Association      
IFB Ser. 404, Class S13, IO, 6.154s, 2040   $12,179,088   $1,685,251  
IFB Ser. 10-35, Class SG, IO, 6.154s, 2040   9,253,663   1,491,968  
IFB Ser. 10-46, Class WS, IO, 5.504s, 2040   8,663,602   1,105,042  
Ser. 374, Class 6, IO, 5 1/2s, 2036   1,862,617   243,053  
Ser. 398, Class C5, IO, 5s, 2039   1,463,530   119,827  
Ser. 10-13, Class EI, IO, 5s, 2038   930,421   44,762  
Ser. 378, Class 19, IO, 5s, 2035   4,604,530   552,544  
Ser. 12-30, Class HI, IO, 4 1/2s, 2040   23,636,329   4,060,249  
Ser. 409, Class 82, IO, 4 1/2s, 2040   18,172,093   2,556,338  
Ser. 366, Class 22, IO, 4 1/2s, 2035   1,702,767   129,666  
Ser. 406, Class 2, IO, 4s, 2041   7,160,389   852,534  
Ser. 406, Class 1, IO, 4s, 2041   4,684,137   591,372  
Ser. 409, Class C16, IO, 4s, 2040   12,253,189   1,613,491  
Ser. 03-W10, Class 1, IO, 1.421s, 2043   1,016,510   46,696  
Ser. 00-T6, IO, 0.762s, 2030   4,137,722   82,754  
Ser. 99-51, Class N, PO, zero %, 2029   56,967   54,977  

FFCA Secured Lending Corp. 144A Ser. 00-1, Class X, IO,      
1.079s, 2020 F   5,220,467   112,703  

First Union Commercial Mortgage Trust 144A Ser. 99-C1,      
Class G, 5.35s, 2035   891,000   442,721  

GE Capital Commercial Mortgage Corp. FRB Ser. 06-C1,      
Class AJ, 5.303s, 2044   972,000   833,276  

Government National Mortgage Association      
IFB Ser. 11-56, Class MS, 6.827s, 2041   7,316,786   8,217,116  
IFB Ser. 10-151, Class SL, IO, 6.453s, 2039   3,370,035   549,754  
IFB Ser. 11-37, Class SB, IO, 6.453s, 2038   7,898,489   1,036,677  
IFB Ser. 10-85, Class SD, IO, 6.403s, 2038   1,099,768   171,377  
IFB Ser. 11-37, Class SD, IO, 6.403s, 2038   10,162,023   1,324,239  
IFB Ser. 10-163, Class SI, IO, 6.381s, 2037   8,988,876   1,393,276  
IFB Ser. 10-120, Class SB, IO, 5.956s, 2035   2,101,433   196,316  
IFB Ser. 10-20, Class SC, IO, 5.903s, 2040   559,953   92,868  
IFB Ser. 11-79, Class AS, IO, 5.863s, 2037   6,480,609   603,882  
IFB Ser. 10-116, Class SL, IO, 5.803s, 2039   3,305,375   516,498  
IFB Ser. 10-61, Class SJ, IO, 5.801s, 2040   9,189,928   1,719,527  
IFB Ser. 11-70, Class SM, IO, 5.641s, 2041   5,451,000   1,527,479  
IFB Ser. 11-70, Class SH, IO, 5.641s, 2041   5,599,000   1,595,155  
Ser. 11-140, Class BI, IO, 4 1/2s, 2040   3,860,627   404,478  
Ser. 11-18, Class PI, IO, 4 1/2s, 2040   967,481   166,600  
Ser. 10-168, Class PI, IO, 4 1/2s, 2039   3,844,995   482,393  
Ser. 10-158, Class IP, IO, 4 1/2s, 2039   11,115,890   1,405,604  
Ser. 12-8, Class PI, IO, 4s, 2041   7,346,940   1,092,857  
Ser. 11-116, Class BI, IO, 4s, 2026   18,205,199   1,789,935  
Ser. 12-H02, Class AI, IO, 1.765s, 2062   14,128,106   1,077,268  
Ser. 12-H05, Class AI, IO, 1.223s, 2062   40,951,735   2,175,766  
Ser. 12-H04, Class FI, IO, 0.938s, 2062   40,312,062   1,914,823  
Ser. 11-70, PO, zero %, 2041   12,068,325   9,914,853  
Ser. 06-36, Class OD, PO, zero %, 2036   22,823   21,374  

Greenpoint Mortgage Funding Trust Ser. 06-AR3, Class 4X,      
IO, 1s, 2036   11,335,488   428,481  

 

23



MORTGAGE-BACKED SECURITIES (31.5%)* cont.   Principal amount   Value  

 
Greenwich Capital Commercial Funding Corp. FRB Ser. 05-GG3,      
Class D, 4.986s, 2042   $1,583,000   $1,397,789  

GS Mortgage Securities Corp. II 144A Ser. 05-GG4, Class XC,      
IO, 0.76s, 2039   127,569,037   2,309,000  

Harborview Mortgage Loan Trust      
FRB Ser. 05-8, Class 1A2B, 0.607s, 2035   1,689,849   397,115  
FRB Ser. 05-3, Class 2A1A, 0.487s, 2035   2,220,635   1,471,171  
FRB Ser. 06-7, Class 2A1A, 0.447s, 2046   8,350,845   5,177,524  

IndyMac Index Mortgage Loan Trust FRB Ser. 06-AR39,      
Class A1, 0.426s, 2037   7,626,976   4,280,640  

IndyMac Index Mortgage Loan Trust FRB Ser. 06-AR35,      
Class 2A1A, 0.416s, 2037   10,393,271   5,727,867  

JPMorgan Chase Commercial Mortgage Securities Corp. 144A      
Ser. 07-CB20, Class X1, IO, 0.156s, 2051   122,510,020   1,225,590  

LB Commercial Conduit Mortgage Trust 144A      
Ser. 99-C1, Class G, 6.41s, 2031   1,951,082   1,946,204  
Ser. 98-C4, Class J, 5.6s, 2035   965,000   1,012,478  

Luminent Mortgage Trust FRB Ser. 06-1, Class A1, 0.485s, 2036   3,123,203   1,530,370  

Merrill Lynch Alternative Note Asset Ser. 07-OAR5, Class X,      
IO, PO, 0.8s, 2047   8,680,517   249,999  

Merrill Lynch Mortgage Investors, Inc. Ser. 96-C2, Class JS, IO,      
2.133s, 2028 F   152,402   3,505  

Merrill Lynch Mortgage Trust      
Ser. 05-LC1, Class AJ, 5.319s, 2044 F   1,223,000   1,184,731  
Ser. 05-CKI1, Class AJ, 5.219s, 2037 F   2,509,000   2,344,776  
Ser. 04-KEY2, Class D, 5.046s, 2039   993,000   878,805  

Mezz Cap Commercial Mortgage Trust 144A      
Ser. 04-C1, Class X, IO, 8.984s, 2037   857,883   64,341  
Ser. 07-C5, Class X, IO, 4.866s, 2049   4,105,190   307,889  

Morgan Stanley Capital I 144A FRB Ser. 04-RR, Class F7,      
6s, 2039   3,360,000   2,990,400  

Mortgage Capital Funding, Inc. Ser. 97-MC2, Class X, IO,      
1.73s, 2012   1,003    

STRIPS 144A Ser. 03-1A, Class N, 5s, 2018   376,000   376,000  

Structured Asset Mortgage Investments Trust Ser. 07-AR6,      
Class X2, IO, 0 1/2s, 2047   54,092,630   1,103,490  

Structured Asset Mortgage Investments, Inc.      
Ser. 06-AR6, Class 2X, IO, 1s, 2046   22,374,496   825,619  
Ser. 07-AR1, Class 1X, IO, 0.6s, 2037   7,778,367   167,235  
FRB Ser. 06-AR1, Class 3A1, 0.476s, 2036   1,354,084   768,443  
FRB Ser. 06-AR8, Class A1A, 0.446s, 2036   5,207,695   2,916,309  
Ser. 06-AR8, Class X, IO, 0.4s, 2036   34,074,779   456,602  

Structured Asset Securities Corp. IFB Ser. 07-4, Class 1A3,      
IO, 6.005s, 2045   6,955,736   1,252,032  

Wachovia Bank Commercial Mortgage Trust      
FRB Ser. 06-C25, Class AJ, 5.736s, 2043   1,273,000   1,237,611  
FRB Ser. 05-C20, Class B, 5 1/4s, 2042   4,060,000   3,929,443  
Ser. 07-C34, IO, 0 3/8s, 2046   33,796,193   514,040  

Wachovia Bank Commercial Mortgage Trust 144A      
FRB Ser. 04-C15, Class G, 5.395s, 2041   1,500,000   1,257,945  
FRB Ser. 03-C8, Class H, 5.207s, 2035 F   1,304,000   1,169,670  

 

24



MORTGAGE-BACKED SECURITIES (31.5%)* cont.     Principal amount   Value  

 
WAMU Mortgage Pass-Through Certificates        
FRB Ser. 07-HY6, Class 2A1, 5.017s, 2037     $1,914,787   $1,442,313  
FRB Ser. 05-AR12, Class 1A4, 2.455s, 2035     1,130,000   962,760  
FRB Ser. 06-AR17, Class 1A, 0.967s, 2046     4,651,191   3,178,624  
FRB Ser. 07-OA5, Class 1A, 0.897s, 2047     1,337,987   959,337  
FRB Ser. 05-AR17, Class A1C3, 0.726s, 2045     2,104,907   932,737  
FRB Ser. 05-AR15, Class A1C3, 0.726s, 2045     2,011,689   794,617  
FRB Ser. 05-AR8, Class 2AC2, 0.706s, 2045     3,199,067   2,495,688  
FRB Ser. 05-AR13, Class A1B2, 0.676s, 2045     2,264,977   1,642,108  
FRB Ser. 2005-AR17, Class A1B2, 0.655s, 2045     1,467,160   1,078,362  
FRB Ser. 05-AR2, Class 2A1B, 0.616s, 2045     1,856,270   1,471,094  
FRB Ser. 05-AR6, Class 2AB3, 0.516s, 2045     967,448   790,309  

Washington Mutual Mortgage Pass-Through Certificates        
FRB Ser. 07-OA3, Class 5A, 2.39s, 2047 F     3,966,068   2,379,348  
FRB Ser. 06-AR11, Class 1A, 1.107s, 2046     6,030,747   4,311,984  
FRB Ser. 06-AR9, Class 2A, 0.987s, 2046     6,585,795   2,667,247  
FRB Ser. 07-OA1, Class A1A, 0.847s, 2047     6,985,338   4,470,616  

Total mortgage-backed securities (cost $247,214,769)       $258,086,202  
 
CORPORATE BONDS AND NOTES (31.1%)*     Principal amount   Value  

 
Basic materials (1.7%)        
Atkore International, Inc. company guaranty sr. notes 9 7/8s, 2018     $695,000   $667,200  

Celanese US Holdings, LLC company guaranty sr. unsec. notes        
6 5/8s, 2018 (Germany)     620,000   678,900  

Celanese US Holdings, LLC sr. notes 5 7/8s, 2021 (Germany)     430,000   465,475  

Clondalkin Acquisition BV 144A company guaranty sr. notes FRN        
2.468s, 2013 (Netherlands)     165,000   149,325  

Ferro Corp. sr. unsec. notes 7 7/8s, 2018     650,000   611,000  

FMG Resources August 2006 Pty, Ltd. 144A sr. notes 8 1/4s,        
2019 (Australia)     290,000   305,225  

FMG Resources August 2006 Pty, Ltd. 144A sr. notes 7s, 2015        
(Australia)     203,000   207,060  

FMG Resources August 2006 Pty, Ltd. 144A sr. notes 6 7/8s,        
2018 (Australia)     420,000   423,428  

FMG Resources August 2006 Pty, Ltd. 144A sr. unsec. notes        
6 7/8s, 2022 (Australia)     255,000   251,251  

Grohe Holding GmbH 144A company guaranty sr. notes FRN        
4.662s, 2017 (Germany)   EUR   721,000   834,601  

Hexion U.S. Finance Corp./Hexion Nova Scotia Finance, ULC        
company guaranty sr. notes 8 7/8s, 2018     $375,000   379,688  

Huntsman International, LLC company guaranty sr. unsec. sub.        
notes 8 5/8s, 2021     661,000   760,150  

INEOS Finance PLC 144A company guaranty sr. notes 9 1/4s,        
2015 (United Kingdom)   EUR   270,000   352,968  

INEOS Finance PLC 144A company guaranty sr. notes 9s, 2015        
(United Kingdom)     $130,000   137,150  

INEOS Finance PLC 144A company guaranty sr. notes 7 1/2s,        
2020 (United Kingdom)     100,000   101,500  

INEOS Group Holdings, Ltd. company guaranty sr. unsec. notes        
Ser. REGS, 7 7/8s, 2016 (United Kingdom)   EUR   553,000   578,084  

 

25



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Basic materials cont.        
LyondellBasell Industries NV sr. unsec. notes 6s, 2021        
(Netherlands)     $500,000   $575,000  

LyondellBasell Industries NV sr. unsec. unsub notes 5s, 2019        
(Netherlands)     950,000   1,030,750  

LyondellBasell Industries NV sr. unsec. unsub. notes 5 3/4s,        
2024 (Netherlands)     525,000   594,563  

Momentive Performance Materials, Inc. company guaranty        
notes 9 1/2s, 2021   EUR   310,000   275,293  

Momentive Performance Materials, Inc. notes 9s, 2021     $61,000   44,530  

Momentive Performance Materials, Inc. 144A company        
guaranty sr. notes 10s, 2020     91,000   92,138  

Novelis, Inc. company guaranty sr. unsec. notes 8 3/4s, 2020     360,000   399,600  

Novelis, Inc. company guaranty sr. unsec. notes 7 1/4s, 2015     546,000   550,095  

Roofing Supply Group, LLC/Roofing Supply Finance, Inc. 144A        
company guaranty sr. unsec. notes 10s, 2020     223,000   239,168  

SGL Carbon SE company guaranty sr. sub. notes FRN Ser. EMTN,        
1.94s, 2015 (Germany)   EUR   339,000   406,507  

Smurfit Kappa Funding PLC sr. unsec. sub. notes 7 3/4s,        
2015 (Ireland)     $259,000   261,590  

Solutia, Inc. company guaranty sr. unsec. notes 8 3/4s, 2017     228,000   258,210  

Solutia, Inc. company guaranty sr. unsec. notes 7 7/8s, 2020     499,000   591,315  

Steel Dynamics, Inc. sr. unsec. unsub. notes 7 3/4s, 2016     550,000   570,625  

Teck Resources Limited sr. notes 10 1/4s, 2016 (Canada)     291,000   321,555  

TPC Group, LLC company guaranty sr. notes 8 1/4s, 2017     456,000   493,620  

Verso Paper Holdings, LLC/Verso Paper, Inc. company guaranty        
sr. notes 8 3/4s, 2019     200,000   79,000  

      13,686,564  
Capital goods (1.7%)        
Altra Holdings, Inc. company guaranty sr. notes 8 1/8s, 2016     80,000   85,400  

American Axle & Manufacturing, Inc. company guaranty sr. unsec.        
notes 7 3/4s, 2019     679,000   728,228  

American Axle & Manufacturing, Inc. company guaranty sr. unsec.        
notes 5 1/4s, 2014     244,000   251,015  

ARD Finance SA sr. notes Ser. REGS, 11 1/8s, 2018        
(Luxembourg) ‡‡   EUR   158,343   175,169  

ARD Finance SA 144A sr. notes 11 1/8s, 2018 (Luxembourg) ‡‡   EUR   111,858   123,745  

Ardagh Packaging Finance PLC sr. notes Ser. REGS, 7 3/8s,        
2017 (Ireland)   EUR   190,000   244,378  

Ardagh Packaging Finance PLC 144A company guaranty        
sr. notes 7 3/8s, 2017 (Ireland)   EUR   130,000   167,206  

Ball Corp. company guaranty sr. unsec. notes 5s, 2022     $82,000   86,715  

BE Aerospace, Inc. sr. unsec. unsub. notes 6 7/8s, 2020     689,000   766,513  

BE Aerospace, Inc. sr. unsec. unsub. notes 5 1/4s, 2022     325,000   339,625  

Berry Plastics Corp. company guaranty notes 9 1/2s, 2018     199,000   217,408  

Berry Plastics Corp. company guaranty unsub. notes 9 3/4s, 2021     56,000   62,720  

Berry Plastics Holding Corp. company guaranty sr. unsec. sub.        
notes 10 1/4s, 2016     425,000   438,813  

Briggs & Stratton Corp. company guaranty sr. unsec. notes        
6 7/8s, 2020     345,000   369,150  

 

26



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Capital goods cont.        
Consolidated Container Co. LLC/Consolidated Container        
Capital, Inc. 144A company guaranty sr. unsec notes        
10 1/8s, 2020     $250,000   $256,250  

Crown Euro Holdings SA 144A sr. notes 7 1/8s, 2018 (France)   EUR   100,000   133,762  

Kratos Defense & Security Solutions, Inc. company guaranty        
sr. notes 10s, 2017     $709,000   762,175  

Legrand SA unsec. unsub. debs. 8 1/2s, 2025 (France)     860,000   1,094,131  

Mueller Water Products, Inc. company guaranty sr. unsec. unsub.        
notes 8 3/4s, 2020     51,000   56,993  

Pittsburgh Glass Works, LLC 144A sr. notes 8 1/2s, 2016     587,000   545,910  

Polypore International, Inc. company guaranty sr. unsec. notes        
7 1/2s, 2017     265,000   283,550  

Rexam PLC unsec. sub. bonds FRB 6 3/4s, 2067        
(United Kingdom)   EUR   350,000   407,881  

Rexel SA company guaranty sr. unsec. notes 8 1/4s, 2016        
(France)   EUR   593,000   800,094  

Reynolds Group Issuer, Inc. company guaranty sr. notes        
7 7/8s, 2019     $150,000   165,000  

Reynolds Group Issuer, Inc. company guaranty sr. notes        
7 1/8s, 2019     160,000   170,000  

Reynolds Group Issuer, Inc. company guaranty sr. unsec. unsub.        
notes 9 7/8s, 2019     350,000   371,875  

Reynolds Group Issuer, Inc. company guaranty sr. unsec. unsub.        
notes 9s, 2019     185,000   188,238  

Reynolds Group Issuer, Inc. company guaranty sr. unsec. unsub.        
notes 8 1/4s, 2021 (New Zealand)     120,000   117,900  

Reynolds Group Issuer, Inc./Reynolds Group Issuer, LLC/        
Reynolds Group Issuer Lu company guaranty sr. notes        
7 3/4s, 2016   EUR   843,000   1,081,309  

Ryerson, Inc. company guaranty sr. notes 12s, 2015     $777,000   780,885  

Tenneco, Inc. company guaranty sr. unsec. unsub. notes        
7 3/4s, 2018     345,000   373,031  

Tenneco, Inc. company guaranty sr. unsub. notes 6 7/8s, 2020     330,000   355,988  

Terex Corp. sr. unsec. sub. notes 8s, 2017     137,000   144,193  

Thermadyne Holdings Corp. company guaranty sr. notes 9s, 2017     894,000   925,290  

Thermon Industries, Inc. company guaranty sr. notes 9 1/2s, 2017     232,000   255,200  

TransDigm, Inc. company guaranty unsec. sub. notes 7 3/4s, 2018     519,000   578,685  

      13,904,425  
Communication services (4.1%)        
Bresnan Broadband Holdings, LLC 144A company guaranty        
sr. unsec. unsub. notes 8s, 2018     153,000   163,710  

Cablevision Systems Corp. sr. unsec. unsub. notes 8 5/8s, 2017     200,000   228,500  

Cablevision Systems Corp. sr. unsec. unsub. notes 8s, 2020     400,000   443,000  

CCO Holdings, LLC/CCO Holdings Capital Corp. company        
guaranty sr. unsec. notes 7 7/8s, 2018     231,000   252,079  

CCO Holdings, LLC/CCO Holdings Capital Corp. company        
guaranty sr. unsec. notes 6 1/2s, 2021     296,000   320,420  

CCO Holdings, LLC/CCO Holdings Capital Corp. company        
guaranty sr. unsub. notes 7s, 2019     317,000   346,323  

 

27



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Communication services cont.        
Cequel Communications Holdings I, LLC/Cequel Capital Corp.        
144A sr. notes 8 5/8s, 2017     $347,000   $373,893  

Cincinnati Bell, Inc. company guaranty sr. unsec. sub. notes        
8 3/4s, 2018     488,000   478,240  

Cincinnati Bell, Inc. company guaranty sr. unsec. sub. notes        
8 1/4s, 2017     174,000   184,005  

Clearwire Communications, LLC/Clearwire Finance, Inc. 144A        
company guaranty sr. notes 12s, 2015     811,000   766,395  

Cricket Communications, Inc. company guaranty sr. unsec. notes        
7 3/4s, 2020     550,000   525,250  

Cricket Communications, Inc. company guaranty sr. unsec. unsub.        
notes 10s, 2015     870,000   909,150  

Cricket Communications, Inc. company guaranty sr. unsub. notes        
7 3/4s, 2016     1,110,000   1,176,600  

Crown Castle International Corp. sr. unsec. notes 7 1/8s, 2019     160,000   175,600  

Digicel, Ltd. 144A sr. unsec. notes 8 1/4s, 2017 (Jamaica)     717,000   751,058  

DISH DBS Corp. company guaranty 7 1/8s, 2016     28,000   30,905  

DISH DBS Corp. company guaranty 6 5/8s, 2014     1,214,000   1,309,603  

DISH DBS Corp. company guaranty sr. unsec. notes 7 3/4s, 2015     274,000   306,538  

DISH DBS Corp. company guaranty sr. unsec. notes 6 3/4s, 2021     443,000   484,531  

Equinix, Inc. sr. unsec. notes 7s, 2021     305,000   339,313  

Frontier Communications Corp. sr. unsec. notes 9 1/4s, 2021     145,000   159,500  

Frontier Communications Corp. sr. unsec. notes 8 1/4s, 2017     140,000   153,300  

Frontier Communications Corp. sr. unsec. notes 8 1/8s, 2018     1,586,000   1,728,740  

Hughes Satellite Systems Corp. company guaranty sr. notes        
6 1/2s, 2019     488,000   524,600  

Hughes Satellite Systems Corp. company guaranty sr. unsec.        
notes 7 5/8s, 2021     594,000   656,370  

Inmarsat Finance PLC 144A company guaranty sr. notes 7 3/8s,        
2017 (United Kingdom)     979,000   1,057,320  

Intelsat Jackson Holdings SA company guaranty sr. unsec. notes        
7 1/2s, 2021 (Bermuda)     323,000   345,610  

Intelsat Luxembourg SA company guaranty sr. unsec. notes        
11 1/2s, 2017 (Luxembourg) ‡‡     2,478,562   2,577,704  

Intelsat Luxembourg SA company guaranty sr. unsec. notes        
11 1/4s, 2017 (Luxembourg)     586,000   609,440  

Kabel Deutschland GmbH 144A sr. bonds 6 1/2s, 2018        
(Germany)   EUR   245,000   321,708  

Level 3 Communications, Inc. 144A sr. unsec. notes 8 7/8s, 2019     $50,000   50,875  

Level 3 Financing, Inc. company guaranty sr. unsec. unsub. notes        
9 3/8s, 2019     285,000   312,075  

Level 3 Financing, Inc. company guaranty sr. unsec. unsub. notes        
8 5/8s, 2020     332,000   356,070  

Level 3 Financing, Inc. company guaranty sr. unsec. unsub. notes        
8 1/8s, 2019     85,000   89,463  

Mediacom, LLC/Mediacom Capital Corp. sr. unsec. notes        
9 1/8s, 2019     131,000   144,755  

MetroPCS Wireless, Inc. company guaranty sr. unsec. notes        
7 7/8s, 2018     945,000   1,004,063  

 

28



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Communication services cont.        
Nextel Communications, Inc. company guaranty sr. unsec. notes        
Ser. D, 7 3/8s, 2015     $46,000   $46,345  

NII Capital Corp. company guaranty sr. unsec. unsub. notes        
10s, 2016     839,000   843,195  

NII Capital Corp. company guaranty sr. unsec. unsub. notes        
8 7/8s, 2019     36,000   28,620  

NII Capital Corp. company guaranty sr. unsec. unsub. notes        
7 5/8s, 2021     159,000   123,225  

PAETEC Holding Corp. company guaranty sr. notes 8 7/8s, 2017     616,000   666,820  

PAETEC Holding Corp. company guaranty sr. unsec. notes        
9 7/8s, 2018     371,000   418,303  

Phones4U Finance PLC 144A sr. notes 9 1/2s, 2018        
(United Kingdom)   GBP   410,000   581,751  

Qwest Corp. sr. unsec. notes 7 1/2s, 2014     $145,000   162,703  

Qwest Corp. sr. unsec. unsub. notes 7 1/4s, 2025     382,000   438,437  

SBA Telecommunications, Inc. company guaranty sr. unsec.        
notes 8 1/4s, 2019     153,000   170,213  

SBA Telecommunications, Inc. company guaranty sr. unsec.        
notes 8s, 2016     263,000   279,832  

SBA Telecommunications, Inc. 144A company guaranty sr. unsec.        
unsub. notes 5 3/4s, 2020     125,000   131,563  

Sprint Capital Corp. company guaranty 8 3/4s, 2032     79,000   78,605  

Sprint Capital Corp. company guaranty 6 7/8s, 2028     110,000   98,450  

Sprint Nextel Corp. sr. notes 8 3/8s, 2017     1,764,000   1,927,170  

Sprint Nextel Corp. sr. unsec. notes 6s, 2016     330,000   334,125  

Sprint Nextel Corp. 144A company guaranty sr. unsec. notes        
9s, 2018     959,000   1,119,633  

Sprint Nextel Corp. 144A sr. unsec. notes 9 1/8s, 2017     370,000   411,625  

Sunrise Communications Holdings SA 144A company guaranty        
sr. notes 8 1/2s, 2018 (Luxembourg)   EUR   145,000   192,310  

Sunrise Communications International SA 144A company        
guaranty sr. notes 7s, 2017 (Luxembourg)   CHF   160,000   176,364  

Sunrise Communications International SA 144A company        
guaranty sr. notes 7s, 2017 (Luxembourg)   EUR   100,000   131,856  

Unitymedia GmbH company guaranty sr. notes Ser. REGS,        
9 5/8s, 2019 (Germany)   EUR   678,000   925,299  

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH        
sr. notes 7 1/2s, 2019 (Germany)   EUR   305,000   394,036  

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH        
144A company guaranty sr. notes 8 1/8s, 2017 (Germany)   EUR   489,000   645,587  

UPC Holdings BV sr. notes 9 3/4s, 2018 (Netherlands)   EUR   677,000   904,184  

Virgin Media Finance PLC company guaranty sr. unsec. bonds        
8 7/8s, 2019 (United Kingdom)   GBP   79,000   137,410  

Virgin Media Finance PLC company guaranty sr. unsec. unsub.        
notes 5 1/4s, 2022 (United Kingdom)     $200,000   207,749  

Wind Acquisition Finance SA 144A company guaranty sr. notes        
7 3/8s, 2018 (Luxembourg)   EUR   760,000   806,957  

Wind Acquisition Holding company guaranty sr. notes Ser. REGS,        
12 1/4s, 2017 (Luxembourg) ‡‡   EUR   250,027   204,576  

 

29



CORPORATE BONDS AND NOTES (31.1%)* cont.   Principal amount   Value  

 
Communication services cont.      
Windstream Corp. company guaranty sr. unsec. unsub. notes      
8 1/8s, 2018   $140,000   $149,450  

Windstream Corp. company guaranty sr. unsec. unsub. notes      
7 7/8s, 2017   584,000   641,670  

Windstream Corp. company guaranty sr. unsec. unsub. notes      
7 3/4s, 2021   254,000   271,780  

    33,306,549  
Consumer cyclicals (5.4%)      
Academy, Ltd./Academy Finance Corp. 144A company      
guaranty sr. unsec. notes 9 1/4s, 2019   60,000   65,400  

Affinion Group Holdings, Inc. company guaranty sr. unsec. notes      
11 5/8s, 2015   50,000   37,000  

Affinion Group, Inc. company guaranty sr. unsec. notes      
7 7/8s, 2018   955,000   802,200  

Affinion Group, Inc. company guaranty sr. unsec. sub. notes      
11 1/2s, 2015   560,000   476,000  

AMC Entertainment, Inc. company guaranty sr. sub. notes      
9 3/4s, 2020   410,000   444,850  

American Casino & Entertainment Properties LLC sr. notes      
11s, 2014   522,000   544,838  

AmeriGas Finance, LLC/AmeriGas Finance Corp. company      
guaranty sr. unsec. notes 7s, 2022   335,000   355,100  

ARAMARK Holdings Corp. 144A sr. unsec. notes 8 5/8s, 2016 ‡‡   167,000   170,759  

Ashtead Capital, Inc. 144A company guaranty sr. notes      
6 1/2s, 2022   125,000   129,688  

Autonation, Inc. company guaranty sr. unsec. notes 6 3/4s, 2018   600,000   666,750  

Autonation, Inc. company guaranty sr. unsec. unsub. notes      
5 1/2s, 2020   130,000   136,338  

Beazer Homes USA, Inc. company guaranty sr. unsec. notes      
6 7/8s, 2015   172,000   171,570  

Beazer Homes USA, Inc. sr. unsec. notes 9 1/8s, 2019   164,000   159,695  

Bon-Ton Department Stores, Inc. (The) 144A company guaranty      
sr. notes 10 5/8s, 2017   675,000   547,594  

Building Materials Corp. 144A company guaranty sr. notes      
7 1/2s, 2020   235,000   256,738  

Building Materials Corp. 144A sr. notes 7s, 2020   140,000   152,600  

Building Materials Corp. 144A sr. notes 6 7/8s, 2018   180,000   193,950  

Building Materials Corp. 144A sr. notes 6 3/4s, 2021   360,000   393,300  

Burlington Coat Factory Warehouse Corp. company guaranty      
sr. unsec. notes 10s, 2019   320,000   339,600  

Caesars Entertainment Operating Co., Inc. company guaranty      
sr. notes 10s, 2018   777,000   503,108  

Caesars Entertainment Operating Co., Inc. sr. notes 11 1/4s, 2017   394,000   426,505  

Cedar Fair LP/Canada’s Wonderland Co./Magnum      
Management Corp. company guaranty sr. unsec. notes      
9 1/8s, 2018   170,000   191,356  

Cenveo Corp. company guaranty sr. notes 8 7/8s, 2018   265,000   230,550  

Choice Hotels International, Inc. company guaranty sr. unsec.      
unsub. notes 5 3/4s, 2022   175,000   186,375  

 

30



CORPORATE BONDS AND NOTES (31.1%)* cont.   Principal amount   Value  

 
Consumer cyclicals cont.        
Chrysler Group, LLC/CG Co-Issuer, Inc. company guaranty notes        
8 1/4s, 2021     $705,000   $734,081  

Cinemark USA, Inc. company guaranty sr. unsec. sub. notes        
7 3/8s, 2021     100,000   111,000  

CityCenter Holdings LLC/CityCenter Finance Corp. company        
guaranty 10 3/4s, 2017 ‡‡     740,150   779,933  

Clear Channel Communications, Inc. company guaranty sr. notes        
9s, 2021     313,000   261,355  

Clear Channel Worldwide Holdings, Inc. company guaranty        
sr. unsec. unsub. notes Ser. B, 9 1/4s, 2017     1,083,000   1,169,640  

Compucom Systems, Inc. 144A sr. sub. notes 12 1/2s, 2015     305,000   316,438  

Conti-Gummi Finance B.V. company guaranty bonds Ser. REGS,        
7 1/8s, 2018 (Netherlands)   EUR   708,000   929,697  

Cumulus Media Holdings, Inc. company guaranty sr. unsec.        
unsub. notes 7 3/4s, 2019     $540,000   523,800  

FelCor Lodging LP company guaranty sr. notes 6 3/4s, 2019 R     695,000   734,963  

Ford Motor Credit Co., LLC sr. unsec. notes 5s, 2018     890,000   948,613  

Ford Motor Credit Co., LLC sr. unsec. unsub. notes 5 7/8s, 2021     250,000   275,593  

Gray Television, Inc. company guaranty sr. notes 10 1/2s, 2015     480,000   508,800  

Great Canadian Gaming Corp. 144A company guaranty sr. unsec        
notes 6 5/8s, 2022 (Canada)   CAD   600,000   605,415  

Grupo Televisa, S.A.B sr. unsec. bonds 6 5/8s, 2040 (Mexico)     $195,000   250,035  

Grupo Televisa, S.A.B sr. unsec. notes 6s, 2018 (Mexico)     128,000   151,245  

Hanesbrands, Inc. company guaranty sr. unsec. notes        
6 3/8s, 2020     407,000   434,981  

HD Supply, Inc. 144A company guaranty sr. notes 8 1/8s, 2019     440,000   479,600  

Interactive Data Corp. company guaranty sr. unsec. notes        
10 1/4s, 2018     1,007,000   1,140,428  

Isle of Capri Casinos, Inc. company guaranty sr. unsec. unsub.        
notes 7 3/4s, 2019     821,000   854,866  

Isle of Capri Casinos, Inc. 144A company guaranty sr. sub. notes        
8 7/8s, 2020     295,000   295,369  

ISS Holdings A/S sr. sub. notes Ser. REGS, 8 7/8s, 2016        
(Denmark)   EUR   698,000   878,142  

Jarden Corp. company guaranty sr. unsec. sub. notes Ser. 1,        
7 1/2s, 2020   EUR   75,000   95,336  

KB Home company guaranty sr. unsec. unsub. notes 7 1/2s, 2022     $50,000   50,375  

Lamar Media Corp. company guaranty sr. notes 9 3/4s, 2014     225,000   252,281  

Lamar Media Corp. company guaranty sr. sub. notes 5 7/8s, 2022     130,000   137,150  

Lender Processing Services, Inc. company guaranty sr. unsec.        
unsub. notes 8 1/8s, 2016     1,760,000   1,832,600  

Lennar Corp. 144A company guaranty sr. notes 4 3/4s, 2017     125,000   124,375  

Limited Brands, Inc. company guaranty sr. unsec. notes        
6 5/8s, 2021     360,000   401,400  

Limited Brands, Inc. sr. notes 5 5/8s, 2022     190,000   198,550  

Lottomatica Group SpA sub. notes FRN Ser. REGS, 8 1/4s,        
2066 (Italy)   EUR   730,000   810,429  

Macy’s Retail Holdings, Inc. company guaranty sr. unsec. notes        
5.9s, 2016     $460,000   535,218  

 

31



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Consumer cyclicals cont.        
Mashantucket Western Pequot Tribe 144A bonds Ser. A, 8 1/2s,        
2015 (In default) †     $760,000   $62,700  

Masonite International Corp., 144A company guaranty sr. notes        
8 1/4s, 2021 (Canada)     274,000   284,960  

MGM Resorts International company guaranty sr. notes 9s, 2020     103,000   114,716  

MGM Resorts International company guaranty sr. unsec. notes        
6 7/8s, 2016     145,000   146,088  

MGM Resorts International company guaranty sr. unsec. notes        
6 5/8s, 2015     471,000   486,896  

MGM Resorts International company guaranty sr. unsec. unsub.        
notes 7 3/4s, 2022     255,000   255,638  

MTR Gaming Group, Inc. company guaranty notes 11 1/2s, 2019 ‡‡     1,200,975   1,230,999  

Navistar International Corp. sr. notes 8 1/4s, 2021     1,034,000   964,205  

Needle Merger Sub Corp. 144A sr. unsec. notes 8 1/8s, 2019     315,000   316,181  

Nielsen Finance, LLC/Nielsen Finance Co. company guaranty        
sr. unsec. notes 7 3/4s, 2018     345,000   388,125  

Nortek, Inc. company guaranty sr. unsec. notes 10s, 2018     666,000   719,280  

Nortek, Inc. company guaranty sr. unsec. notes 8 1/2s, 2021     355,000   365,650  

Owens Corning company guaranty sr. unsec. notes 9s, 2019     1,248,000   1,588,080  

Penn National Gaming, Inc. sr. unsec. sub. notes 8 3/4s, 2019     115,000   127,219  

Penske Automotive Group, Inc. company guaranty sr. unsec. sub.        
notes 7 3/4s, 2016     380,000   393,300  

PETCO Animal Supplies, Inc. 144A company guaranty sr. notes        
9 1/4s, 2018     235,000   257,325  

PHH Corp. sr. unsec. unsub. notes 9 1/4s, 2016     230,000   248,400  

Pinnacle Entertainment, Inc. company guaranty sr. unsec. notes        
8 5/8s, 2017     120,000   130,800  

Polish Television Holding BV sr. notes stepped-coupon        
Ser. REGS, 11 1/4s (13s, 11/15/14), 2017 (Netherlands) ††   EUR   790,000   993,099  

QVC Inc. 144A sr. notes 7 1/2s, 2019     $275,000   305,961  

Realogy Corp. 144A company guaranty sr. notes 7 7/8s, 2019     120,000   121,200  

Rivers Pittsburgh Borrower LP/Rivers Pittsburgh Finance Corp.        
144A sr. notes 9 1/2s, 2019     125,000   131,875  

Sabre Holdings Corp. sr. unsec. unsub. notes 8.35s, 2016     354,000   342,495  

Sabre, Inc. 144A sr. notes 8 1/2s, 2019     281,000   292,943  

Schaeffler Finance BV 144A company guaranty sr. notes 8 3/4s,        
2019 (Germany)   EUR   595,000   783,334  

Schaeffler Finance BV 144A company guaranty sr. notes 8 1/2s,        
2019 (Germany)     $200,000   214,000  

Scotts Miracle-Gro Co. (The) company guaranty sr. unsec. unsub.        
notes 6 5/8s, 2020     330,000   358,050  

Sealy Mattress Co. 144A company guaranty sr. notes 10 7/8s, 2016     200,000   216,500  

Sears Holdings Corp. company guaranty 6 5/8s, 2018     323,000   289,489  

Spectrum Brands Holdings, Inc. Company        
guaranty sr. notes 9 1/2s, 2018     879,000   1,004,258  

Spectrum Brands Holdings, Inc. 144A sr. notes 6 3/4s, 2020     255,000   266,475  

SugarHouse HSP Gaming Prop. Mezz LP/SugarHouse HSP        
Gaming Finance Corp. 144A notes 8 5/8s, 2016     165,000   173,663  

Toys “R” Us, Inc. sr. unsec. unsub. notes 7 7/8s, 2013     45,000   46,913  

 

32



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Consumer cyclicals cont.        
Toys “R” Us, Inc. 144A sr. unsec. notes 10 3/8s, 2017     $125,000   $125,625  

Toys R Us — Delaware, Inc. 144A company guaranty sr. notes        
7 3/8s, 2016     105,000   104,738  

Toys R Us Property Co., LLC company guaranty sr. notes        
8 1/2s, 2017     135,000   145,800  

Toys R Us Property Co., LLC company guaranty sr. unsec. notes        
10 3/4s, 2017     607,000   670,735  

Travelport, LLC company guaranty sr. unsec. sub. notes        
11 7/8s, 2016     299,000   106,893  

Travelport, LLC company guaranty sr. unsec. unsub. notes        
9 7/8s, 2014     55,000   40,081  

Travelport, LLC 144A sr. notes 6.461s, 2016 ‡‡     114,000   86,640  

Travelport, LLC/Travelport, Inc. company guaranty sr. unsec.        
notes 9s, 2016     304,000   207,480  

TRW Automotive, Inc. company guaranty sr. unsec. unsub. notes        
Ser. REGS, 6 3/8s, 2014   EUR   235,000   307,771  

TRW Automotive, Inc. 144A company guaranty sr. notes        
7 1/4s, 2017     $800,000   907,000  

TVN Finance Corp. III AB 144A company guaranty sr. unsec.        
notes 7 7/8s, 2018 (Sweden)   EUR   50,000   62,100  

Univision Communications, Inc. 144A sr. notes 6 7/8s, 2019     $455,000   473,200  

Wynn Las Vegas, LLC/Wynn Las Vegas Capital Corp. company        
guaranty 1st mtge. notes 7 3/4s, 2020     250,000   277,500  

XM Satellite Radio, Inc. 144A company guaranty sr. unsec. notes        
13s, 2013     145,000   160,950  

XM Satellite Radio, Inc. 144A sr. unsec. notes 7 5/8s, 2018     1,206,000   1,308,510  

YCC Holdings, LLC/Yankee Finance, Inc. sr. unsec. notes        
10 1/4s, 2016 ‡‡     305,000   310,719  

Yonkers Racing Corp. 144A sr. notes 11 3/8s, 2016     801,000   847,058  

      44,167,189  
Consumer staples (1.8%)        
Anheuser-Busch InBev Worldwide, Inc. company guaranty        
sr. unsec. notes 9 3/4s, 2015   BRL   1,500,000   811,041  

Avis Budget Car Rental, LLC company guaranty sr. unsec. unsub.        
notes 9 5/8s, 2018     $275,000   304,219  

Avis Budget Car Rental, LLC company guaranty sr. unsec. unsub.        
notes 7 3/4s, 2016     730,000   751,900  

Avis Budget Car Rental, LLC 144A company guaranty sr. unsec.        
unsub. notes 8 1/4s, 2019     115,000   123,481  

Boparan Finance PLC 144A company guaranty sr. unsec. unsub.        
bonds 9 3/4s, 2018 (United Kingdom)   EUR   135,000   172,570  

Burger King Corp. company guaranty sr. unsec. notes        
9 7/8s, 2018     $432,000   495,180  

CKE Holdings, Inc. 144A sr. notes 10 1/2s, 2016 ‡‡     245,517   271,910  

Claire’s Stores, Inc. company guaranty sr. notes 8 7/8s, 2019     284,000   239,270  

Claire’s Stores, Inc. 144A sr. notes 9s, 2019     385,000   399,438  

Constellation Brands, Inc. company guaranty sr. unsec. unsub.        
notes 7 1/4s, 2016     142,000   162,235  

Constellation Brands, Inc. company guaranty sr. unsec. unsub.        
notes 6s, 2022     200,000   220,750  

 

33



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Consumer staples cont.        
Corrections Corporation of America company guaranty sr. notes        
7 3/4s, 2017     $599,000   $649,166  

Dean Foods Co. company guaranty sr. unsec. unsub. notes        
7s, 2016     279,000   287,370  

DineEquity, Inc. company guaranty sr. unsec. notes 9 1/2s, 2018     265,000   292,825  

Dole Food Co. 144A sr. notes 8s, 2016     207,000   216,315  

EC Finance PLC company guaranty sr. bonds Ser. REGS,        
9 3/4s, 2017 (United Kingdom)   EUR   676,000   837,897  

Elizabeth Arden, Inc. sr. unsec. unsub. notes 7 3/8s, 2021     $380,000   418,000  

Enterprise Inns PLC sr. unsub. mtge. notes 6 1/2s, 2018        
(United Kingdom)   GBP   300,000   383,005  

Hertz Corp. (The) company guaranty sr. unsec. notes        
7 1/2s, 2018     $155,000   167,206  

Hertz Holdings Netherlands BV 144A sr. bonds 8 1/2s, 2015        
(Netherlands)   EUR   360,000   476,045  

JBS USA, LLC/JBS USA Finance, Inc. 144A sr. unsec. notes        
8 1/4s, 2020     $150,000   149,430  

JBS USA, LLC/JBS USA Finance, Inc. 144A sr. unsec. notes        
7 1/4s, 2021     810,000   757,350  

Libbey Glass, Inc. 144A company guaranty sr. notes 6 7/8s, 2020     276,000   291,180  

Post Holdings, Inc. 144A sr. unsec. notes 7 3/8s, 2022     165,000   172,013  

Prestige Brands, Inc. company guaranty sr. unsec. notes        
8 1/4s, 2018     500,000   549,375  

Rite Aid Corp. company guaranty sr. notes 7 1/2s, 2017     620,000   636,275  

Rite Aid Corp. company guaranty sr. unsec. unsub. notes        
9 1/2s, 2017     643,000   658,271  

Rite Aid Corp. company guaranty sr. unsec. unsub. notes        
9 1/4s, 2020     535,000   540,350  

Rite Aid Corp. company guaranty sr. unsub. notes 8s, 2020     125,000   140,781  

Service Corporation International sr. notes 7s, 2019     180,000   195,750  

Smithfield Foods, Inc. sr. unsec. unsub notes 6 5/8s, 2022     340,000   353,175  

Stewart Enterprises, Inc. company guaranty sr. unsec. notes        
6 1/2s, 2019     430,000   448,275  

UR Merger Sub Corp. company guaranty sr. unsec. unsub. notes        
9 1/4s, 2019     1,400,000   1,568,000  

West Corp. company guaranty sr. unsec. notes 8 5/8s, 2018     37,000   40,469  

West Corp. company guaranty sr. unsec. notes 7 7/8s, 2019     447,000   476,614  

Wok Acquisition Corp. 144A sr. unsec. notes 10 1/4s, 2020     115,000   121,325  

      14,778,456  
Energy (6.5%)        
Alpha Natural Resources, Inc. company guaranty sr. unsec. notes        
6 1/4s, 2021     300,000   258,000  

Alpha Natural Resources, Inc. company guaranty sr. unsec. notes        
6s, 2019     316,000   274,130  

Anadarko Finance Co. company guaranty sr. unsec. unsub. notes        
Ser. B, 7 1/2s, 2031     37,000   49,531  

Anadarko Petroleum Corp. sr. notes 5.95s, 2016     666,000   770,541  

Arch Coal, Inc. company guaranty sr. unsec. notes 7 1/4s, 2020     112,000   97,160  

Arch Coal, Inc. company guaranty sr. unsec. unsub. notes 7s, 2019     383,000   334,168  

ATP Oil & Gas Corp. company guaranty sr. notes 11 7/8s, 2015     150,000   57,750  

 

34



CORPORATE BONDS AND NOTES (31.1%)* cont.   Principal amount   Value  

 
Energy cont.        
Atwood Oceanics, Inc. sr. unsec. unsub. notes 6 1/2s, 2020     $115,000   $122,475  

Aurora USA Oil & Gas Inc 144A sr. notes 9 7/8s, 2017     360,000   373,950  

Carrizo Oil & Gas, Inc. company guaranty sr. unsec. notes        
8 5/8s, 2018     814,000   881,155  

Chaparral Energy, Inc. company guaranty sr. unsec. notes        
9 7/8s, 2020     325,000   368,063  

Chaparral Energy, Inc. company guaranty sr. unsec. notes        
8 1/4s, 2021     5,000   5,425  

Chesapeake Energy Corp. company guaranty sr. unsec. bonds        
6 1/4s, 2017   EUR   145,000   172,028  

Chesapeake Energy Corp. company guaranty sr. unsec. notes        
9 1/2s, 2015     $1,150,000   1,236,250  

Chesapeake Energy Corp. company guaranty sr. unsec. unsub.        
notes 6.775s, 2019     94,000   92,120  

Chesapeake Midstream Partners LP/CHKM Finance Corp.        
company guaranty sr. unsec. notes 5 7/8s, 2021     309,000   308,228  

Chesapeake Midstream Partners LP/CHKM Finance Corp.        
company guaranty sr. unsec. unsub. notes 6 1/8s, 2022     145,000   146,088  

Concho Resources, Inc. company guaranty sr. unsec. notes        
6 1/2s, 2022     515,000   551,050  

Concho Resources, Inc. company guaranty sr. unsec. unsub.        
notes 5 1/2s, 2022     204,000   206,550  

Connacher Oil and Gas, Ltd. 144A notes 8 3/4s, 2018 (Canada)   CAD   515,000   449,401  

CONSOL Energy, Inc. company guaranty sr. unsec. notes        
8 1/4s, 2020     $293,000   311,313  

CONSOL Energy, Inc. company guaranty sr. unsec. notes 8s, 2017     1,667,000   1,762,853  

Continental Resources, Inc. 144A company guaranty sr. unsec.        
notes 5s, 2022     430,000   447,200  

Crosstex Energy LP/Crosstex Energy Finance Corp. company        
guaranty sr. unsec. notes 8 7/8s, 2018     850,000   901,000  

Crosstex Energy LP/Crosstex Energy Finance Corp. 144A        
company guaranty sr. unsec. notes 7 1/8s, 2022     150,000   147,000  

Denbury Resources, Inc. company guaranty sr. unsec. sub. notes        
8 1/4s, 2020     302,000   339,750  

Denbury Resources, Inc. company guaranty sr. unsec. sub. notes        
6 3/8s, 2021     74,000   78,810  

EP Energy, LLC/EP Energy Finance, Inc. 144A sr. notes        
6 7/8s, 2019     170,000   181,475  

EP Energy, LLC/EP Energy Finance, Inc. 144A sr. unsec. notes        
9 3/8s, 2020     600,000   645,750  

EXCO Resources, Inc. company guaranty sr. unsec. notes        
7 1/2s, 2018     945,000   855,225  

Ferrellgas LP/Ferrellgas Finance Corp. sr. unsec. notes        
6 1/2s, 2021     234,000   222,300  

Forbes Energy Services Ltd. company guaranty sr. unsec. notes        
9s, 2019     340,000   324,700  

FTS International Services, LLC/FTS International Bonds, Inc.        
144A company guaranty sr. unsec. unsub. notes 8 1/8s, 2018     420,000   426,300  

Gaz Capital SA sr. unsec. notes Ser. REGS, 7.288s, 2037 (Russia)     780,000   972,777  

 

35



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Energy cont.        
Gazprom OAO Via Gaz Capital SA 144A sr. unsec. notes 7.288s,        
2037 (Russia)     $575,000   $721,625  

Gazprom OAO Via Gaz Capital SA 144A sr. unsec. unsub. notes        
9 1/4s, 2019 (Russia)     1,855,000   2,399,424  

Gazprom OAO Via Gaz Capital SA 144A sr. unsec. unsub. notes        
8.146s, 2018 (Russia)     316,000   382,875  

Gazprom OAO Via Gaz Capital SA 144A sr. unsec. unsub. notes        
6.51s, 2022 (Russia)     485,000   562,862  

Gazprom Via OAO White Nights Finance BV notes 10 1/2s,        
2014 (Russia)     485,000   544,786  

Goodrich Petroleum Corp. company guaranty sr. unsec. unsub.        
notes 8 7/8s, 2019     451,000   428,450  

Hercules Offshore, Inc. 144A company guaranty sr. notes        
7 1/8s, 2017     40,000   40,100  

Inergy LP/Inergy Finance Corp. company guaranty sr. unsec.        
notes 6 7/8s, 2021     361,000   370,928  

Infinis PLC 144A sr. notes 9 1/8s, 2014 (United Kingdom)   GBP   222,000   358,345  

James River Coal Co. company guaranty sr. unsec. unsub. notes        
7 7/8s, 2019     $94,000   47,470  

Key Energy Services, Inc. company guaranty unsec. unsub. notes        
6 3/4s, 2021     175,000   175,438  

Key Energy Services, Inc. 144A company guaranty sr. unsec.        
notes 6 3/4s, 2021     100,000   99,750  

Kodiak Oil & Gas Corp. 144A sr. notes 8 1/8s, 2019     125,000   133,125  

Laredo Petroleum, Inc. company guaranty sr. unsec notes        
7 3/8s, 2022     150,000   158,250  

Laredo Petroleum, Inc. company guaranty sr. unsec. unsub.        
notes 9 1/2s, 2019     433,000   489,290  

Lone Pine Resources Canada, Ltd. 144A company guaranty        
sr. notes 10 3/8s, 2017 (Canada)     184,000   177,560  

Lukoil International Finance BV 144A company guaranty sr. unsec.        
unsub. bonds 6.656s, 2022 (Russia)     1,080,000   1,244,495  

MEG Energy Corp. 144A company guaranty sr. unsec notes        
6 3/8s, 2023 (Canada)     150,000   153,375  

MEG Energy Corp. 144A company guaranty sr. unsec. notes        
6 1/2s, 2021 (Canada)     620,000   643,250  

Milagro Oil & Gas, Inc. company guaranty notes 10 1/2s, 2016     520,000   413,400  

National JSC Naftogaz of Ukraine govt. guaranty unsec. notes        
9 1/2s, 2014 (Ukraine)     620,000   613,874  

Newfield Exploration Co. sr. unsec. notes 5 3/4s, 2022     180,000   194,400  

Northern Oil and Gas, Inc. 144A company guaranty sr. unsec        
notes 8s, 2020     375,000   378,750  

Oasis Petroleum, Inc. company guaranty sr. unsec notes        
6 7/8s, 2023     250,000   252,500  

Offshore Group Investment, Ltd. company guaranty sr. notes        
11 1/2s, 2015 (Cayman Islands)     375,000   412,500  

Offshore Group Investment, Ltd. 144A company guaranty        
sr. notes 11 1/2s, 2015 (Cayman Islands)     325,000   357,500  

PDC Energy, Inc. company guaranty sr. unsec. notes 12s, 2018     539,000   571,340  

 

36



CORPORATE BONDS AND NOTES (31.1%)* cont.   Principal amount   Value  

 
Energy cont.      
Peabody Energy Corp. company guaranty sr. unsec. notes      
7 3/8s, 2016   $1,146,000   $1,260,600  

Peabody Energy Corp. company guaranty sr. unsec. unsub. notes      
6 1/2s, 2020   44,000   44,440  

Pemex Project Funding Master Trust company guaranty sr. unsec.      
unsub. bonds 6 5/8s, 2035 (Mexico)   340,000   436,033  

Pemex Project Funding Master Trust company guaranty unsec.      
unsub. notes 6 5/8s, 2038 (Mexico)   325,000   416,796  

Pertamina Persero PT 144A sr. unsec. notes 4 7/8s, 2022      
(Indonesia)   270,000   283,500  

PetroBakken Energy, Ltd. 144A sr. unsec. notes 8 5/8s, 2020      
(Canada)   728,000   731,640  

Petrobras International Finance Co. company guaranty sr. unsec.      
notes 7 7/8s, 2019 (Brazil)   960,000   1,184,976  

Petrobras International Finance Co. company guaranty sr. unsec.      
notes 6 7/8s, 2040 (Brazil)   140,000   177,303  

Petrobras International Finance Co. company guaranty sr. unsec.      
notes 5 3/8s, 2021 (Brazil)   960,000   1,073,935  

Petrohawk Energy Corp. company guaranty sr. unsec. notes      
10 1/2s, 2014   225,000   248,099  

Petroleos de Venezuela SA company guaranty sr. unsec. notes      
5 1/4s, 2017 (Venezuela)   4,530,000   3,283,842  

Petroleos de Venezuela SA company guaranty sr. unsec. unsub.      
notes 5 3/8s, 2027 (Venezuela)   650,000   379,113  

Petroleos de Venezuela SA sr. unsec. notes 4.9s, 2014 (Venezuela)   910,000   794,357  

Petroleos de Venezuela SA sr. unsec. sub. bonds 5s, 2015      
(Venezuela)   2,205,000   1,754,166  

Petroleos de Venezuela SA 144A company guaranty sr. notes      
8 1/2s, 2017 (Venezuela)   4,455,000   3,731,063  

Petroleos de Venezuela SA 144A company guaranty sr. unsec.      
notes 8s, 2013 (Venezuela)   315,000   315,000  

Petroleos Mexicanos company guaranty sr. unsec. unsub. notes      
5 1/2s, 2021 (Mexico)   800,000   932,000  

Petroleos Mexicanos company guaranty unsec. unsub. notes 8s,      
2019 (Mexico)   1,440,000   1,879,200  

Plains Exploration & Production Co. company guaranty sr. unsec.      
notes 6 5/8s, 2021   325,000   344,500  

Power Sector Assets & Liabilities Management Corp. 144A govt.      
guaranty sr. unsec. notes 7.39s, 2024 (Philippines)   690,000   934,950  

Power Sector Assets & Liabilities Management Corp. 144A govt.      
guaranty sr. unsec. notes 7 1/4s, 2019 (Philippines)   950,000   1,216,000  

Range Resources Corp. company guaranty sr. sub. notes      
6 3/4s, 2020   350,000   385,000  

Range Resources Corp. company guaranty sr. unsec. sub. notes      
5s, 2022   175,000   180,250  

Rosetta Resources, Inc. company guaranty sr. unsec. notes      
9 1/2s, 2018   290,000   317,550  

Samson Investment Co. 144A sr. unsec. notes 9 3/4s, 2020   950,000   985,625  

SandRidge Energy, Inc. company guaranty sr. unsec. unsub.      
notes 7 1/2s, 2021   11,000   11,220  

 

37



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Energy cont.        
SandRidge Energy, Inc. 144A company guaranty sr. unsec.        
unsub. notes 8s, 2018     $1,344,000   $1,397,760  

SM Energy Co. sr. unsec. notes 6 5/8s, 2019     190,000   196,650  

SM Energy Co. 144A sr. notes 6 1/2s, 2023     75,000   76,875  

Unit Corp. company guaranty sr. sub. notes 6 5/8s, 2021     135,000   133,650  

Unit Corp. 144A company guaranty sr. sub. notes 6 5/8s, 2021     250,000   248,125  

Williams Cos., Inc. (The) notes 7 3/4s, 2031     158,000   201,142  

WPX Energy, Inc. sr. unsec. unsub. notes 5 1/4s, 2017     750,000   768,750  

      53,020,288  
Financials (4.5%)        
ACE Cash Express, Inc. 144A sr. notes 11s, 2019     276,000   245,640  

Air Lease Corp. 144A sr. notes 5 5/8s, 2017     380,000   380,950  

Ally Financial, Inc. company guaranty sr. notes 6 1/4s, 2017     335,000   362,219  

Ally Financial, Inc. company guaranty sr. unsec. notes        
6 7/8s, 2012     818,000   819,636  

Ally Financial, Inc. company guaranty sr. unsec. unsub. notes        
8.3s, 2015     240,000   266,700  

Ally Financial, Inc. company guaranty sr. unsec. unsub. notes        
7 1/2s, 2020     1,320,000   1,539,450  

Ally Financial, Inc. company guaranty sr. unsec. unsub. notes        
FRN 2.667s, 2014     85,000   82,445  

American International Group, Inc. jr. sub. bonds FRB        
8.175s, 2068     440,000   501,600  

Banco do Brasil SA 144A sr. unsec. notes 9 3/4s, 2017 (Brazil)   BRL   855,000   454,787  

Banco do Brasil SA 144A unsec. sub. notes 5 7/8s, 2023 (Brazil)     $475,000   498,750  

Banco do Brasil SA 144A unsec. sub. notes 5 7/8s, 2022 (Brazil)     1,080,000   1,127,887  

Capital One Capital IV company guaranty jr. unsec. sub. notes        
FRN 6.745s, 2037     374,000   375,870  

CB Richard Ellis Services, Inc. company guaranty sr. unsec. notes        
6 5/8s, 2020     135,000   144,956  

CIT Group, Inc. sr. unsec. notes 5s, 2022     385,000   385,000  

CIT Group, Inc. sr. unsec. unsub. notes 5 3/8s, 2020     310,000   326,251  

CIT Group, Inc. sr. unsec. unsub. notes 5s, 2017     250,000   261,250  

CIT Group, Inc. 144A bonds 7s, 2017     849,595   853,843  

CIT Group, Inc. 144A bonds 7s, 2016     697,000   700,485  

CIT Group, Inc. 144A company guaranty notes 6 5/8s, 2018     470,000   514,650  

CIT Group, Inc. 144A company guaranty notes 5 1/2s, 2019     380,000   400,900  

CNO Financial Group, Inc. 144A company guaranty sr. notes        
9s, 2018     130,000   139,750  

Community Choice Financial, Inc. 144A sr. notes 10 3/4s, 2019     395,000   391,050  

Dresdner Funding Trust I jr. unsec. sub. notes 8.151s, 2031     500,000   407,500  

Dresdner Funding Trust I 144A bonds 8.151s, 2031     579,000   471,885  

HBOS Capital Funding LP 144A bank guaranty jr. unsec. sub.        
FRB 6.071s, (Perpetual maturity) (Jersey)     399,000   270,323  

HSBC Capital Funding LP/Jersey bank guaranty jr. unsec. sub.        
bonds FRB 5.13s, (Perpetual maturity) (Jersey)   EUR   486,000   547,009  

HUB International Holdings, Inc. 144A sr. sub. notes        
10 1/4s, 2015     $185,000   185,925  

 

38



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Financials cont.        
HUB International Holdings, Inc. 144A sr. unsec. unsub. notes        
9s, 2014     $135,000   $137,363  

Icahn Enterprises LP/Icahn Enterprises Finance Corp. company        
guaranty sr. unsec. notes 8s, 2018     895,000   950,938  

International Lease Finance Corp. sr. unsec. notes 6 1/4s, 2019     126,000   132,773  

International Lease Finance Corp. sr. unsec. unsub. notes        
4 7/8s, 2015     175,000   178,938  

JPMorgan Chase & Co. 144A sr. unsec. notes FRN zero %, 2017     600,000   731,580  

Liberty Mutual Insurance Co. 144A notes 7.697s, 2097     1,330,000   1,361,020  

MPT Operating Partnership LP/MPT Finance Corp. company        
guaranty sr. unsec. notes 6 7/8s, 2021 R     177,000   188,063  

MPT Operating Partnership LP/MPT Finance Corp. company        
guaranty sr. unsec. unsub. notes 6 3/8s, 2022 R     255,000   262,969  

National Money Mart Co. company guaranty sr. unsec. unsub.        
notes 10 3/8s, 2016 (Canada)     174,000   194,010  

Nuveen Investments, Inc. company guaranty sr. unsec. unsub.        
notes 10 1/2s, 2015     340,000   345,100  

RBS Capital Trust III bank guaranty jr. unsec. sub. notes 5.512s,        
(Perpetual maturity) (United Kingdom)     525,000   320,250  

Royal Bank of Scotland Group PLC jr. sub. notes FRN Ser. MTN,        
7.64s, 2049 (United Kingdom)     600,000   429,767  

Russian Agricultural Bank OJSC Via RSHB Capital SA 144A notes        
7 1/8s, 2014 (Russia)     775,000   822,329  

Russian Agricultural Bank OJSC Via RSHB Capital SA 144A        
sr. unsec. notes 5.298s, 2017 (Russia)     550,000   576,539  

Sberbank of Russia Via SB Capital SA 144A sr. notes 6 1/8s,        
2022 (Luxembourg)     500,000   541,770  

Sberbank of Russia Via SB Capital SA 144A sr. notes 4.95s,        
2017 (Luxembourg)     1,160,000   1,209,300  

State Bank of India/London 144A sr. unsec. notes 4 1/2s,        
2015 (India)     360,000   370,440  

UBS AG/Jersey Branch jr. unsec. sub. notes FRN Ser. EMTN,        
7.152s, (Perpetual maturity) (Jersey)   EUR   400,000   475,948  

UBS AG/Jersey Branch jr. unsec. sub. FRB 4.28s,        
(Perpetual maturity) (Jersey)   EUR   182,000   193,319  

Ukreximbank Via Biz Finance PLC sr. unsec. unsub. bonds 8 3/8s,        
2015 (United Kingdom)     $425,000   395,297  

Vnesheconombank Via VEB Finance PLC 144A bank guaranty,        
sr. unsec. unsub. bonds 6.8s, 2025 (Russia)     1,100,000   1,256,310  

VTB Bank OJSC 144A jr. sub. notes FRN 9 1/2s, 2049 (Russia)     1,650,000   1,650,000  

VTB Bank OJSC Via VTB Capital SA sr. notes 6 1/4s, 2035 (Russia)     1,065,000   1,123,852  

VTB Bank OJSC Via VTB Capital SA 144A sr. unsec. notes 6 7/8s,        
2018 (Russia)     4,520,000   4,836,400  

VTB Bank OJSC Via VTB Capital SA 144A sr. unsec. notes 6 1/4s,        
2035 (Russia)     2,934,000   3,096,133  

VTB Bank OJSC Via VTB Capital SA 144A sr. unsec. unsub. notes        
6.609s, 2012 (Russia)     2,612,000   2,644,180  

      37,081,299  

 

39



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Health care (1.8%)        
Aviv Healthcare Properties LP company guaranty sr. unsec. notes        
7 3/4s, 2019     $325,000   $335,969  

Bayer AG jr. unsec. sub. bonds FRB 5s, 2105 (Germany)   EUR   364,000   459,810  

Biomet, Inc. company guaranty sr. unsec. notes 10s, 2017     $236,000   251,340  

Biomet, Inc. 144A sr. unsec. notes 6 1/2s, 2020     275,000   283,250  

Capella Healthcare, Inc. company guaranty sr. unsec. notes        
9 1/4s, 2017     380,000   402,800  

Capsugel FinanceCo SCA 144A company guaranty sr. unsec.        
notes 9 7/8s, 2019   EUR   455,000   620,613  

CHS/Community Health Systems, Inc. company guaranty        
sr. unsec. unsub. notes 8s, 2019     $507,000   548,828  

CHS/Community Health Systems, Inc. company guaranty        
sr. unsec. unsub. notes 7 1/8s, 2020     250,000   260,000  

ConvaTec Healthcare E SA 144A sr. notes 7 3/8s, 2017        
(Luxembourg)   EUR   160,000   204,654  

ConvaTec Healthcare E SA 144A sr. unsec. notes 10 1/2s, 2018        
(Luxembourg)     $1,070,000   1,106,113  

Elan Finance PLC/Elan Finance Corp. company guaranty        
sr. unsec. notes 8 3/4s, 2016 (Ireland)     383,000   416,513  

Emergency Medical Services Corp. company guaranty sr. unsec.        
notes 8 1/8s, 2019     504,000   536,130  

Endo Health Solutions, Inc. company guaranty sr. unsec. notes        
7s, 2019     290,000   320,450  

Fresenius Medical Care US Finance II, Inc. 144A company guaranty        
sr. unsec. notes 5 5/8s, 2019     370,000   397,288  

Fresenius US Finance II, Inc. 144A sr. unsec. notes 9s, 2015     125,000   144,219  

Grifols, Inc. company guaranty sr. unsec. notes 8 1/4s, 2018     511,000   559,545  

HCA, Inc. sr. notes 6 1/2s, 2020     1,580,000   1,765,650  

HCA, Inc. sr. unsec. notes 7 1/2s, 2022     450,000   505,125  

Health Net, Inc. sr. unsec. bonds 6 3/8s, 2017     740,000   764,050  

Hologic, Inc. 144A company guaranty sr. unsec. notes        
6 1/4s, 2020     110,000   116,325  

IASIS Healthcare, LLC/IASIS Capital Corp. company guaranty        
sr. unsec. notes 8 3/8s, 2019     548,000   537,040  

Kinetics Concept/KCI USA 144A company guaranty sr. unsec.        
notes 12 1/2s, 2019     445,000   409,400  

Multiplan, Inc. 144A company guaranty sr. notes 9 7/8s, 2018     345,000   379,069  

Omega Healthcare Investors, Inc. company guaranty sr. unsec.        
notes 6 3/4s, 2022 R     277,000   306,085  

Surgical Care Affiliates, Inc. 144A sr. sub. notes 10s, 2017     640,000   651,200  

Surgical Care Affiliates, Inc. 144A sr. unsec. notes 8 7/8s, 2015     329,569   334,513  

Teleflex, Inc. company guaranty sr. unsec. sub. notes        
6 7/8s, 2019     370,000   393,125  

Tenet Healthcare Corp. company guaranty sr. notes 10s, 2018     276,000   320,160  

Tenet Healthcare Corp. company guaranty sr. notes 6 1/4s, 2018     455,000   494,813  

Tenet Healthcare Corp. sr. notes 8 7/8s, 2019     471,000   533,996  

Valeant Pharmaceuticals International 144A company guaranty        
sr. notes 7s, 2020     70,000   72,275  

 

40



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Health care cont.        
Valeant Pharmaceuticals International 144A company guaranty        
sr. unsec. notes 6 7/8s, 2018     $170,000   $179,563  

Valeant Pharmaceuticals International 144A sr. notes 6 3/4s, 2017     70,000   74,550  

Vanguard Health Systems, Inc. sr. unsec. notes zero %, 2016     16,000   10,880  

      14,695,341  
Technology (1.3%)        
Advanced Micro Devices, Inc. sr. unsec. notes 7 3/4s, 2020     599,000   627,453  

Avaya, Inc. company guaranty sr. unsec. notes 9 3/4s, 2015     252,000   196,560  

Avaya, Inc. 144A company guaranty sr. notes 7s, 2019     552,000   497,490  

Ceridian Corp. company guaranty sr. unsec. notes 12 1/4s, 2015 ‡‡     288,000   285,840  

Ceridian Corp. sr. unsec. notes 11 1/4s, 2015     643,000   630,140  

Epicor Software Corp. company guaranty sr. unsec. notes        
8 5/8s, 2019     183,000   187,575  

Fidelity National Information Services, Inc. company guaranty        
sr. unsec. notes 7 7/8s, 2020     258,000   290,895  

Fidelity National Information Services, Inc. company guaranty        
sr. unsec. notes 7 5/8s, 2017     172,000   190,060  

First Data Corp. company guaranty sr. unsec. notes 12 5/8s, 2021     790,000   797,900  

First Data Corp. company guaranty sr. unsec. notes 10.55s, 2015     783,603   803,193  

First Data Corp. company guaranty sr. unsec. sub. notes        
11 1/4s, 2016     242,000   230,505  

First Data Corp. 144A company guaranty notes 8 1/4s, 2021     537,000   535,658  

First Data Corp. 144A company guaranty sr. notes 8 7/8s, 2020     175,000   191,625  

First Data Corp. 144A company guaranty sr. notes 7 3/8s, 2019     235,000   245,281  

Freescale Semiconductor, Inc. company guaranty sr. unsec. notes        
10 3/4s, 2020     85,000   90,525  

Freescale Semiconductor, Inc. 144A company guaranty sr. notes        
10 1/8s, 2018     855,000   936,225  

Infor (US), Inc. 144A sr. notes 9 3/8s, 2019     125,000   133,750  

Iron Mountain, Inc. company guaranty sr. unsec. sub. notes        
8s, 2020     1,035,000   1,104,863  

Iron Mountain, Inc. sr. sub. notes 8 3/8s, 2021     290,000   321,175  

NXP BV/NXP Funding, LLC 144A company guaranty sr. notes        
9 3/4s, 2018 (Netherlands)     516,000   590,820  

Seagate HDD Cayman company guaranty sr. unsec. unsub. notes        
7 3/4s, 2018 (Cayman Islands)     433,000   479,548  

SunGard Data Systems, Inc. company guaranty sr. unsec. sub.        
notes 10 1/4s, 2015     817,000   836,404  

SunGard Data Systems, Inc. 144A sr. unsec. notes 7 5/8s, 2020     344,000   369,370  

Syniverse Holdings, Inc. company guaranty sr. unsec. notes        
9 1/8s, 2019     431,000   470,868  

      11,043,723  
Transportation (0.3%)        
Aguila 3 SA company guaranty sr. notes Ser. REGS, 7 7/8s, 2018        
(Luxembourg)   CHF   1,111,000   1,203,403  

Aguila 3 SA 144A company guaranty sr. notes 7 7/8s, 2018        
(Luxembourg)     $170,000   180,200  

AMGH Merger Sub, Inc. 144A company guaranty sr. notes        
9 1/4s, 2018     466,000   497,455  

 

41



CORPORATE BONDS AND NOTES (31.1%)* cont.     Principal amount   Value  

 
Transportation cont.        
Swift Services Holdings, Inc. company guaranty sr. notes        
10s, 2018     $555,000   $603,563  

Western Express, Inc. 144A sr. notes 12 1/2s, 2015     261,000   161,168  

      2,645,789  
Utilities and power (2.0%)        
AES Corp. (The) sr. unsec. unsub. notes 8s, 2017     1,140,000   1,325,250  

AES Corp. (The) 144A sr. notes 7 3/8s, 2021     310,000   354,563  

Calpine Corp. 144A company guaranty sr. notes 7 7/8s, 2020     380,000   427,500  

Calpine Corp. 144A sr. notes 7 1/4s, 2017     995,000   1,077,088  

Colorado Interstate Gas Co., LLC debs. 6.85s, 2037 (Canada)     615,000   702,077  

Dynegy Holdings, LLC sr. unsec. notes 7 3/4s, 2019 (In default) †     940,000   599,250  

Edison Mission Energy sr. unsec. notes 7 3/4s, 2016     289,000   158,950  

Edison Mission Energy sr. unsec. notes 7 1/2s, 2013     135,000   78,975  

Edison Mission Energy sr. unsec. notes 7.2s, 2019     292,000   156,950  

Edison Mission Energy sr. unsec. notes 7s, 2017     44,000   23,980  

El Paso Corp. sr. unsec. notes 7s, 2017     160,000   183,332  

El Paso Natural Gas Co. debs. 8 5/8s, 2022     577,000   743,625  

Energy Future Holdings Corp. company guaranty sr. notes        
10s, 2020     1,390,000   1,502,938  

Energy Future Intermediate Holding Co., LLC/EFIH Finance, Inc.        
sr. notes 10s, 2020     784,000   863,380  

Energy Transfer Equity LP company guaranty sr. unsec. notes        
7 1/2s, 2020     692,000   790,610  

GenOn Energy, Inc. sr. unsec. notes 9 7/8s, 2020     644,000   705,180  

GenOn Energy, Inc. sr. unsec. notes 9 1/2s, 2018     105,000   115,763  

Ipalco Enterprises, Inc. 144A sr. notes 7 1/4s, 2016     220,000   245,300  

Majapahit Holding BV 144A company guaranty sr. unsec. notes        
8s, 2019 (Indonesia)     525,000   644,438  

Majapahit Holding BV 144A company guaranty sr. unsec. notes        
7 3/4s, 2020 (Indonesia)     2,425,000   2,960,028  

NGPL PipeCo, LLC 144A sr. notes 9 5/8s, 2019     180,000   195,300  

NRG Energy, Inc. company guaranty sr. unsec. notes        
7 7/8s, 2021     1,375,000   1,460,938  

NV Energy, Inc. sr. unsec. notes 6 1/4s, 2020     255,000   295,293  

Tennessee Gas Pipeline Co., LLC sr. unsec. unsub. debs. 7s, 2028     145,000   187,940  

Texas Competitive/Texas Competitive Electric Holdings Co., LLC        
144A company guaranty sr. notes 11 1/2s, 2020     205,000   151,700  

Vattenfall AB jr. unsec. sub. bonds FRB 5 1/4s, 2049 (Replace        
maturity date by Perpetual maturity) (Sweden)   EUR   364,000   467,321  

      16,417,669  
 
Total corporate bonds and notes (cost $248,156,844)       $254,747,292  
 
U.S. GOVERNMENT AND AGENCY        
MORTGAGE OBLIGATIONS (12.7%)*     Principal amount   Value  

 
U.S. Government Guaranteed Mortgage Obligations (0.6%)        
Government National Mortgage Association        
Pass-Through Certificates        
6 1/2s, November 20, 2038     $1,507,371   $1,713,987  
3s, TBA, August 1, 2042     3,000,000   3,171,563  

      4,885,550  

 

42



U.S. GOVERNMENT AND AGENCY        
MORTGAGE OBLIGATIONS (12.7%)* cont.     Principal amount   Value  

 
U.S. Government Agency Mortgage Obligations (12.1%)      
Federal Home Loan Mortgage Corporation Pass-Through      
Certificates 3 1/2s, TBA, August 1, 2042     $23,000,000   $24,355,742  

Federal National Mortgage Association Pass-Through Certificates      
6 1/2s, April 1, 2016     7,579   8,075  
6 1/2s, TBA, August 1, 2042     4,000,000   4,507,500  
3 1/2s, TBA, August 1, 2042     13,000,000   13,793,203  
3s, TBA, September 1, 2042     12,000,000   12,450,937  
3s, TBA, August 1, 2042     42,000,000   43,693,125  

      98,808,582  
 
Total U.S. government and agency mortgage obligations (cost $103,033,850)     $103,694,132  
 
U.S. TREASURY OBLIGATIONS (1.0%)*     Principal amount   Value  

 
U.S. Treasury Inflation Protected Securities 1.125%, January 15, 2021 i   $921,420   $1,077,656  

U.S. Treasury Inflation Protected Securities 2.000%, January 15, 2014 i   1,552,337   1,620,919  

U.S. Treasury Notes 0.125%, September 30, 2013 i     635,000   634,740  

U.S. Treasury Notes 0.375%, July 31, 2013 i     3,998,000   4,005,356  

U.S. Treasury Notes 1.375%, September 15, 2012 i     400,000   402,688  

U.S. Treasury Notes 1.875%, August 31, 2017 i     333,000   356,360  

Total U.S. treasury obligations (cost $8,097,719)       $8,097,719  
 
PURCHASED OPTIONS   Expiration date/   Contract    
OUTSTANDING (10.0%)*   strike price   amount   Value  

 
Option on an interest rate swap with Bank of America,        
N.A. for the right to receive a fixed rate of 2.042%        
versus the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/2.042   $893,000   $35,604  

Option on an interest rate swap with Bank of America,        
N.A. for the right to receive a fixed rate of 2.064%        
versus the three month USD-LIBOR-BBA maturing        
September 2022.   Sep-12/2.064   893,000   36,622  

Option on an interest rate swap with Bank of America,        
N.A. for the right to receive a fixed rate of 2.085%        
versus the three month USD-LIBOR-BBA maturing        
October 2022.   Oct-12/2.085   893,000   38,060  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the right to pay a fixed rate of 1.75% versus        
the three month USD-LIBOR-BBA maturing        
December 2022.   Dec-12/1.75   27,030,000   448,157  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the right to pay a fixed rate of 2.00% versus        
the three month USD-LIBOR-BBA maturing        
September 2022.   Sep-12/2.00   10,049,000   18,591  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the right to pay a fixed rate of 3.37% versus        
the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/3.37   33,939,791   34  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the right to receive a fixed rate of 1.75% versus        
the three month USD-LIBOR-BBA maturing        
December 2022.   Dec-12/1.75   27,030,000   558,710  

 

43



PURCHASED OPTIONS   Expiration date/   Contract    
OUTSTANDING (10.0%)* cont.   strike price   amount   Value  

 
Option on an interest rate swap with Barclay’s Bank,        
PLC for the right to receive a fixed rate of 2.00% versus        
the three month USD-LIBOR-BBA maturing        
September 2022.   Sep-12/2.00   $10,049,000   $356,237  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the right to receive a fixed rate of 3.37% versus        
the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/3.37   33,939,791   5,623,823  

Option on an interest rate swap with Citibank, N.A.        
for the right to pay a fixed rate of 4.74% versus the        
three month USD-LIBOR-BBA maturing July 2026.   Jul-16/4.74   18,108,147   311,170  

Option on an interest rate swap with Citibank, N.A.        
for the right to receive a fixed rate of 4.74% versus the        
three month USD-LIBOR-BBA maturing July 2026.   Jul-16/4.74   18,108,147   3,715,104  

Option on an interest rate swap with Credit Suisse        
International for the right to pay a fixed rate of 4.04%        
versus the three month USD-LIBOR-BBA maturing        
September 2025.   Sep-15/4.04   22,922,000   424,905  

Option on an interest rate swap with Credit Suisse        
International for the right to pay a fixed rate of 4.28%        
versus the three month USD-LIBOR-BBA maturing        
August 2026.   Aug-16/4.28   59,347,000   1,370,382  

Option on an interest rate swap with Credit Suisse        
International for the right to pay a fixed rate of 4.67%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   Jul-16/4.67   43,271,000   804,841  

Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
1.9475% versus the three month USD-LIBOR-BBA        
maturing August 2022.   Aug-12/1.9475   42,961,000   1,330,502  

Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
2.144% versus the three month USD-LIBOR-BBA        
maturing August 2022.   Aug-12/2.144   15,237,000   759,260  

Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
2.169% versus the three month USD-LIBOR-BBA        
maturing September 2022.   Sep-12/2.169   15,237,000   768,859  

Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
2.193% versus the three month USD-LIBOR-BBA        
maturing October 2022.   Oct-12/2.193   15,237,000   790,496  

Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
4.04% versus the three month USD-LIBOR-BBA        
maturing September 2025.   Sep-15/4.04   22,922,000   3,727,278  

Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
4.28% versus the three month USD-LIBOR-BBA        
maturing August 2026.   Aug-16/4.28   59,347,000   9,973,204  

 

44



PURCHASED OPTIONS   Expiration date/   Contract    
OUTSTANDING (10.0%)* cont.   strike price   amount   Value  

 
Option on an interest rate swap with Credit Suisse        
International for the right to receive a fixed rate of        
4.67% versus the three month USD-LIBOR-BBA        
maturing July 2026.   Jul-16/4.67   $43,271,000   $8,544,854  

Option on an interest rate swap with Deutsche Bank        
AG for the right to pay a fixed rate of 2.73% versus the        
three month USD-LIBOR-BBA maturing August 2022.   Aug-12/2.73   21,595,000   22  

Option on an interest rate swap with Deutsche Bank        
AG for the right to pay a fixed rate of 4.375% versus the        
three month USD-LIBOR-BBA maturing August 2045.   Aug-15/4.375   7,284,400   205,493  

Option on an interest rate swap with Deutsche Bank        
AG for the right to pay a fixed rate of 4.46% versus the        
three month USD-LIBOR-BBA maturing August 2045.   Aug-15/4.46   7,284,400   190,706  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 2.1125%        
versus the three month USD-LIBOR-BBA maturing        
November 2022.   Nov-12/2.1125   893,000   39,953  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 2.13375%        
versus the three month USD-LIBOR-BBA maturing        
December 2022.   Dec-12/2.13375   893,000   41,489  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 2.225% versus        
the three month USD-LIBOR-BBA maturing        
October 2022.   Oct-12/2.225   8,182,000   446,246  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 2.2475%        
versus the three month USD-LIBOR-BBA maturing        
November 2022.   Nov-12/2.2475   8,182,000   457,701  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 2.27% versus        
the three month USD-LIBOR-BBA maturing        
December 2022.   Dec-12/2.27   8,182,000   468,665  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 2.73% versus        
the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/2.73   21,595,000   2,260,349  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 4.375% versus        
the three month USD-LIBOR-BBA maturing        
August 2045.   Aug-15/4.375   7,284,400   2,942,898  

Option on an interest rate swap with Deutsche Bank        
AG for the right to receive a fixed rate of 4.46% versus        
the three month USD-LIBOR-BBA maturing        
August 2045.   Aug-15/4.46   7,284,400   3,066,732  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.235%        
versus the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/2.235   2,266,000   23  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.26%        
versus the three month USD-LIBOR-BBA maturing        
September 2022.   Sep-12/2.26   2,266,000   1,042  

 

45



PURCHASED OPTIONS   Expiration date/   Contract    
OUTSTANDING (10.0%)* cont.   strike price   amount   Value  

 
Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.28%        
versus the three month USD-LIBOR-BBA maturing        
October 2022.   Oct-12/2.28   $2,266,000   $3,036  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.305%        
versus the three month USD-LIBOR-BBA maturing        
November 2022.   Nov-12/2.305   2,266,000   5,846  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.325%        
versus the three month USD-LIBOR-BBA maturing        
December 2022.   Dec-12/2.325   2,266,000   8,905  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.855%        
versus the three month USD-LIBOR-BBA maturing        
September 2042.   Sep-12/2.855   4,711,000   9,328  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 2.8825%        
versus the three month USD-LIBOR-BBA maturing        
December 2042.   Dec-12/2.8825   4,711,000   62,798  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 3.49%        
versus the three month USD-LIBOR-BBA maturing        
September 2026.   Sep-16/3.49   1,774,702   65,806  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 4.17%        
versus the three month USD-LIBOR-BBA maturing        
August 2021.   Aug-16/4.17   14,131,000   159,539  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 4.705%        
versus the three month USD-LIBOR-BBA maturing        
May 2021.   May-16/4.705   38,578,000   305,924  

Option on an interest rate swap with Goldman Sachs        
International for the right to pay a fixed rate of 4.72%        
versus the three month USD-LIBOR-BBA maturing        
May 2021.   May-16/4.72   41,000,000   325,950  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
1.82% versus the three month USD-LIBOR-BBA        
maturing November 2022.   Nov-12/1.82   5,860,000   138,355  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
1.835% versus the three month USD-LIBOR-BBA        
maturing November 2022.   Nov-12/1.835   5,860,000   145,504  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
1.845% versus the three month USD-LIBOR-BBA        
maturing December 2022.   Dec-12/1.845   5,860,000   151,950  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
1.855% versus the three month USD-LIBOR-BBA        
maturing December 2022.   Dec-12/1.855   5,860,000   158,103  

 

46



PURCHASED OPTIONS   Expiration date/   Contract    
OUTSTANDING (10.0%)* cont.   strike price   amount   Value  

 
Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
1.8625% versus the three month USD-LIBOR-BBA        
maturing January 2023.   Jan-13/1.8625   $5,860,000   $161,912  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.235% versus the three month USD-LIBOR-BBA        
maturing August 2022.   Aug-12/2.235   2,266,000   131,065  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.26% versus the three month USD-LIBOR-BBA        
maturing September 2022.   Sep-12/2.26   2,266,000   132,606  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.28% versus the three month USD-LIBOR-BBA        
maturing October 2022.   Oct-12/2.28   2,266,000   134,555  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.305% versus the three month USD-LIBOR-BBA        
maturing November 2022.   Nov-12/2.305   2,266,000   137,524  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.3175% versus the three month USD-LIBOR-BBA        
maturing October 2022.   Oct-12/2.3175   8,182,000   513,175  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.325% versus the three month USD-LIBOR-BBA        
maturing December 2022.   Dec-12/2.325   2,266,000   140,220  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.34375% versus the three month USD-LIBOR-BBA        
maturing November 2022.   Nov-12/2.34375   8,182,000   525,366  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.3675% versus the three month USD-LIBOR-BBA        
maturing December 2022.   Dec-12/2.3675   8,182,000   535,348  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.855% versus the three month USD-LIBOR-BBA        
maturing September 2042.   Sep-12/2.855   4,711,000   518,446  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
2.8825% versus the three month USD-LIBOR-BBA        
maturing December 2042.   Dec-12/2.8825   4,711,000   572,434  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
3.49% versus the three month USD-LIBOR-BBA        
maturing September 2026.   Sep-16/3.49   1,774,702   198,926  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
4.17% versus the three month USD-LIBOR-BBA        
maturing August 2021.   Aug-16/4.17   14,131,000   1,429,492  

 

47



PURCHASED OPTIONS   Expiration date/   Contract    
OUTSTANDING (10.0%)* cont.   strike price   amount   Value  

 
Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
4.705% versus the three month USD-LIBOR-BBA        
maturing May 2021.   May-16/4.705   $38,578,000   $4,871,244  

Option on an interest rate swap with Goldman Sachs        
International for the right to receive a fixed rate of        
4.72% versus the three month USD-LIBOR-BBA        
maturing May 2021.   May-16/4.72   41,000,000   5,192,240  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to pay a fixed rate of 2.855%        
versus the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/2.855   74,503,300   75  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to pay a fixed rate of 4.17%        
versus the three month USD-LIBOR-BBA maturing        
August 2021.   Aug-16/4.17   14,131,000   155,356  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to pay a fixed rate of 4.705%        
versus the three month USD-LIBOR-BBA maturing        
May 2021.   May-16/4.705   38,578,000   296,511  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to pay a fixed rate of 5.11%        
versus the three month USD-LIBOR-BBA maturing        
May 2021.   May-16/5.11   28,044,000   186,857  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to receive a fixed rate of 2.855%        
versus the three month USD-LIBOR-BBA maturing        
August 2022.   Aug-12/2.855   74,503,300   8,670,694  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to receive a fixed rate of 4.17%        
versus the three month USD-LIBOR-BBA maturing        
August 2021.   Aug-16/4.17   14,131,000   1,449,388  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the right to receive a fixed rate of 4.705%        
versus the three month USD-LIBOR-BBA maturing        
May 2021.   May-16/4.705   38,578,000   4,946,313  

Total purchased options outstanding (cost $65,109,571)     $82,198,803  

 

FOREIGN GOVERNMENT AND AGENCY        
BONDS AND NOTES (9.2%)*   Principal amount/units   Value  

 
Argentina (Republic of) sr. unsec. bonds 7s, 2017     $1,665,000   $1,240,425  

Argentina (Republic of) sr. unsec. bonds Ser. VII, 7s, 2013     1,136,000   1,113,285  

Argentina (Republic of) sr. unsec. bonds FRB 0.739s, 2013     3,113,000   370,447  

Argentina (Republic of) sr. unsec. unsub. bonds 7s, 2015     13,260,000   11,251,110  

Argentina (Republic of) sr. unsec. unsub. notes Ser. NY,        
8.28s, 2033     2,863,164   1,896,846  

Brazil (Federal Republic of) unsec. notes 10s, 2017   BRL   3,500   1,779,352  

Brazil (Federal Republic of) unsub. notes 10s, 2014   BRL   2,365   1,193,583  

Chile (Republic of) notes 5 1/2s, 2020   CLP   397,500,000   905,057  

Croatia (Republic of) 144A sr. unsec. unsub. notes        
6 3/8s, 2021     $620,000   633,175  

Croatia (Republic of) 144A unsec. notes 6 1/4s, 2017     715,000   737,037  

 

48



FOREIGN GOVERNMENT AND AGENCY        
BONDS AND NOTES (9.2%)* cont.   Principal amount/units   Value  

 
Export-Import Bank of Korea 144A sr. unsec.        
unsub. notes 5.1s, 2013 (South Korea)   INR   53,200,000   $926,272  

Ghana (Republic of) 144A unsec. notes 8 1/2s, 2017     $1,590,000   1,797,400  

Hungary (Republic of) sr. unsec. unsub. notes 7 5/8s, 2041     340,000   349,544  

Hungary (Republic of) sr. unsec. unsub. notes 6 3/8s, 2021     22,000   22,466  

Indonesia (Republic of) 144A sr. unsec. notes 11 5/8s, 2019     1,305,000   1,977,310  

Indonesia (Republic of) 144A sr. unsec. unsub. bonds 7 3/4s, 2038     920,000   1,357,000  

Indonesia (Republic of) 144A sr. unsec. unsub. bonds 6 3/4s, 2014     460,000   493,401  

Indonesia (Republic of) 144A sr. unsec. unsub. bonds 6 5/8s, 2037     1,555,000   2,036,568  

International Bank for Reconstruction & Development sr. disc.        
unsec. unsub. notes Ser. GDIF, 5 1/4s, 2014   RUB   22,650,000   679,915  

Iraq (Republic of) 144A bonds 5.8s, 2028     $1,275,000   1,119,450  

Italy (Republic of) unsec. bonds 5 1/2s, 2022   EUR   7,358,000   8,737,412  

Peru (Republic of) bonds 6.95s, 2031   PEN   5,885,000   2,655,825  

Russia (Federation of) sr. unsec. unsub. bonds 7 1/2s, 2030     $53,935   67,326  

Russia (Federation of) 144A sr. notes 5 5/8s, 2042     4,000,000   4,743,680  

Russia (Federation of) 144A unsec. notes 3 1/4s, 2017     400,000   412,172  

Russia (Federation of) 144A unsec. unsub. bonds 7 1/2s, 2030     4,518,224   5,636,484  

Sri Lanka (Republic of) 144A notes 7.4s, 2015     440,000   473,290  

Turkey (Republic of) sr. unsec. notes 7 1/2s, 2017     3,785,000   4,508,200  

Ukraine (Government of) Financing of Infrastructural Projects        
State Enterprise 144A govt. guaranty notes 8 3/8s, 2017     425,000   363,375  

Ukraine (Government of) 144A bonds 7 3/4s, 2020     1,140,000   1,028,850  

Ukraine (Government of) 144A notes 9 1/4s, 2017     2,640,000   2,626,963  

Ukraine (Government of) 144A sr. unsec. notes 7.95s, 2021     1,580,000   1,456,175  

Ukraine (Government of) 144A sr. unsec. unsub. notes 7.65s, 2013     4,165,000   4,144,175  

United Mexican States sr. unsec. notes 5 3/4s, 2110     1,120,000   1,400,000  

Venezuela (Republic of) sr. unsec. bonds 7s, 2038     650,000   435,754  

Venezuela (Republic of) unsec. notes 10 3/4s, 2013     2,510,000   2,592,479  

Venezuela (Republic of) 144A unsec. bonds 13 5/8s, 2018     2,215,000   2,288,494  

Total foreign government and agency bonds and notes (cost $73,160,300)     $75,450,297  
 
SENIOR LOANS (2.0%)* c   Principal amount   Value  

 
Basic materials (—%)        
Momentive Performance Materials, Inc. bank term loan FRN Ser. B1,      
3 3/4s, 2015     $163,510   $156,050  

Nexeo Solutions, LLC bank term loan FRN Ser. B, 5s, 2017     202,437   197,208  

      353,258  
Capital goods (—%)        
SRAM Corp. bank term loan FRN 8 1/2s, 2018     135,000   135,675  

      135,675  
Communication services (0.3%)        
Charter Communications Operating, LLC bank term loan FRN        
Ser. C, 3.72s, 2016     1,122,882   1,117,424  

Intelsat SA bank term loan FRN 3.24s, 2014 (Luxembourg)     885,000   869,070  

Level 3 Financing, Inc. bank term loan FRN 2.652s, 2014     35,000   34,858  

      2,021,352  

 

49



SENIOR LOANS (2.0%)* c cont.   Principal amount   Value  

 
Consumer cyclicals (0.9%)      
Burlington Coat Factory Warehouse Corp. bank term loan FRN      
Ser. B1, 6 1/4s, 2017   $108,158   $107,729  

Caesars Entertainment Operating Co., Inc. bank term loan FRN      
Ser. B6, 5.489s, 2018   1,677,518   1,474,585  

CCM Merger, Inc. bank term loan FRN Ser. B, 6s, 2017   542,091   536,941  

Cengage Learning Acquisitions, Inc. bank term loan FRN Ser. B,      
2.49s, 2014   485,307   442,691  

Clear Channel Communications, Inc. bank term loan FRN Ser. B,      
3.889s, 2016   987,831   743,342  

Compucom Systems, Inc. bank term loan FRN 3.74s, 2014   151,195   149,305  

Golden Nugget, Inc. bank term loan FRN Ser. B, 3 1/4s, 2014 ‡‡   199,161   189,037  

Golden Nugget, Inc. bank term loan FRN Ser. DD, 3 1/4s, 2014 ‡‡   113,367   107,604  

Goodman Global, Inc. bank term loan FRN 9s, 2017   271,091   274,593  

Goodman Global, Inc. bank term loan FRN 5 3/4s, 2016   416,710   416,395  

National Bedding Company, LLC bank term loan FRN Ser. B,      
4 3/8s, 2013   148,203   148,203  

Neiman Marcus Group, Inc. (The) bank term loan FRN 4 3/4s, 2018   370,000   366,814  

R.H. Donnelley, Inc. bank term loan FRN Ser. B, 9s, 2014   1,199,105   571,074  

Realogy Corp. bank term loan FRN Ser. B, 4.77s, 2016   800,784   757,075  

ServiceMaster Co. (The) bank term loan FRN Ser. B, 2.795s, 2014   284,667   282,947  

ServiceMaster Co. (The) bank term loan FRN Ser. DD, 2.74s, 2014   28,368   28,196  

Tribune Co. bank term loan FRN Ser. B, 5 1/4s, 2014 (In default) †   670,438   487,743  

Univision Communications, Inc. bank term loan FRN 4.489s, 2017   345,227   330,699  

    7,414,973  
Consumer staples (0.3%)      
Claire’s Stores, Inc. bank term loan FRN 3.056s, 2014   309,389   295,115  

Del Monte Corp. bank term loan FRN Ser. B, 4 1/2s, 2018   249,277   244,759  

Landry’s, Inc. bank term loan FRN Ser. B, 6 1/2s, 2017   818,700   820,057  

Revlon Consumer Products bank term loan FRN Ser. B, 4 3/4s, 2017   559,350   556,553  

Rite Aid Corp. bank term loan FRN Ser. B, 1.994s, 2014   179,586   175,545  

West Corp. bank term loan FRN Ser. B2, 2.653s, 2013   44,736   44,624  

West Corp. bank term loan FRN Ser. B5, 4.489s, 2016   108,231   107,690  

    2,244,343  
Energy (0.1%)      
Chesapeake Energy Corp. bank term loan FRN 8 1/2s, 2017   365,000   363,733  

EP Energy, LLC bank term loan FRN 6 1/2s, 2018   135,000   136,519  

Frac Tech International, LLC bank term loan FRN Ser. B, 6 1/4s, 2016   323,488   278,200  

    778,452  
Financials (0.1%)      
AGFS Funding Co. bank term loan FRN Ser. B, 5 1/2s, 2017   395,000   375,826  

HUB International Holdings, Inc. bank term loan FRN 6 3/4s, 2017   162,418   162,892  

    538,718  
Health care (0.2%)      
Ardent Health Services bank term loan FRN Ser. B, 6 1/2s, 2015   508,907   507,635  

Emergency Medical Services Corp. bank term loan FRN Ser. B,      
5 1/4s, 2018   371,110   370,554  

IASIS Healthcare, LLC bank term loan FRN Ser. B, 5s, 2018   617,188   614,487  

Multiplan, Inc. bank term loan FRN Ser. B, 4 3/4s, 2017   294,840   293,489  

Quintiles Transnational Corp. bank term loan FRN 7 1/2s, 2017 ‡‡   135,000   135,675  

    1,921,840  

 

50



SENIOR LOANS (2.0%)* c cont.     Principal amount   Value  

 
Utilities and power (0.1%)        
Texas Competitive Electric Holdings Co., LLC bank term loan        
FRN 4.741s, 2017     $1,360,286   $863,782  

      863,782  
 
Total senior loans (cost $17,641,980)       $16,272,393  
 
ASSET-BACKED SECURITIES (1.1%)*     Principal amount   Value  

 
Bear Stearns Asset Backed Securities, Inc. FRB Ser. 04-FR3,        
Class M6, 5.121s, 2034     $79,080   $24,343  

Countrywide Asset Backed Certificates FRB Ser. 07-1, Class 2A2,        
0.346s, 2037     4,195,000   3,929,666  

Crest, Ltd. 144A Ser. 03-2A, Class E2, 8s, 2038     981,851   40,256  

Granite Mortgages PLC        
FRB Ser. 03-2, Class 2C1, 4.13s, 2043   EUR   2,002,000   1,970,608  
FRB Ser. 03-2, Class 3C, 3.52s, 2043   GBP   746,898   936,819  

Green Tree Financial Corp. Ser. 95-F, Class B2, 7.1s, 2021     $12,422   12,128  

Guggenheim Structured Real Estate Funding, Ltd. 144A FRB        
Ser. 05-2A, Class E, 2.246s, 2030 (Cayman Islands)     779,289   389,645  

Merrill Lynch Mortgage Investors Trust FRB Ser. 06-HE5,        
Class A2B, 0.356s, 2037     3,162,812   1,739,546  

Morgan Stanley Capital, Inc. FRB Ser. 04-HE8, Class B3,        
3.446s, 2034     94,854   28,756  

TIAA Real Estate CDO, Ltd. Ser. 03-1A, Class E, 8s, 2038     1,026,685   102,668  

Total asset-backed securities (cost $9,312,986)       $9,174,435  
 
CONVERTIBLE BONDS AND NOTES (0.2%)*     Principal amount   Value  

 
Altra Holdings, Inc. cv. company guaranty sr. unsec. notes        
2 3/4s, 2031     $330,000   $319,275  

Ford Motor Co. cv. sr. unsec. notes 4 1/4s, 2016     345,000   465,319  

Meritor, Inc. cv. company guaranty sr. unsec. notes        
stepped-coupon 4 5/8s (zero %, 3/1/16) 2026 ††     659,000   573,330  

Steel Dynamics, Inc. cv. sr. notes 5 1/8s, 2014     350,000   377,125  

Total convertible bonds and notes (cost $1,703,534)       $1,735,049  
 
PREFERRED STOCKS (0.1%)*     Shares   Value  

 
Ally Financial, Inc. 144A 7.00% cum. pfd.     440   $395,395  

GMAC Capital Trust I Ser. 2, $2.031 cum. pfd.     28,680   699,218  

Total preferred stocks (cost $881,238)       $1,094,613  
 
CONVERTIBLE PREFERRED STOCKS (0.1%)*     Shares   Value  

 
General Motors Co. Ser. B, $2.375 cv. pfd.     9,017   $303,197  

Lehman Brothers Holdings, Inc. 7.25% cv. pfd. (Escrow) † F     1,477   15  

Lucent Technologies Capital Trust I 7.75% cv. pfd.     407   223,850  

United Technologies Corp. $3.75 cv. pfd. †     4,800   253,200  

Total convertible preferred stocks (cost $1,090,810)       $780,262  

 

51



WARRANTS (—%)* †   Expiration   Strike      
  date   price   Warrants   Value  

 
Charter Communications, Inc. Class A   11/30/14   $0.01   117   $3,686  

Smurfit Kappa Group PLC 144A (Ireland) F   10/1/13   EUR   1.00   960   37,088  

Total warrants (cost $35,777)         $40,774  
 
COMMON STOCKS (—%)*       Shares   Value  

 
Magellan Health Services, Inc. †       304   $14,653  

Trump Entertainment Resorts, Inc.       224   672  

Vertis Holdings, Inc. F       1,450   15  

Total common stocks (cost $26,153)         $15,340  
 
SHORT-TERM INVESTMENTS (18.9%)*     Principal amount/shares   Value  

 
Putnam Money Market Liquidity Fund 0.13% e     51,748,870   $51,748,870  

SSgA Prime Money Market Fund 0.12% P     10,943,447   10,943,447  

Straight-A Funding, LLC commercial paper with an effective        
yield of 0.178%, August 10, 2012     $9,000,000   8,999,595  

Straight-A Funding, LLC commercial paper 144A Ser. 1 with        
an effective yield of 0.178%, October 10, 2012     15,000,000   14,993,778  

U.S. Treasury Bills with an effective yield of 0.090%,        
November 15, 2012 # ##       1,690,000   1,689,441  

U.S. Treasury Bills with an effective yield of 0.087%,        
October 18, 2012 # ##     35,685,000   35,677,863  

U.S. Treasury Bills with effective yields ranging from 0.077%        
to 0.094%, August 23, 2012 #     30,707,000   30,705,335  

Total short-term investments (cost $154,759,740)       $154,758,329  
 
TOTAL INVESTMENTS          

Total investments (cost $930,225,271)         $966,145,640  

 

Key to holding’s currency abbreviations

 

AUD   Australian Dollar  
BRL   Brazilian Real  
CAD   Canadian Dollar  
CHF   Swiss Franc  
CLP   Chilean Peso  
EUR   Euro  
GBP   British Pound  
INR   Indian Rupee  
JPY   Japanese Yen  
KRW   South Korean Won  
MXN   Mexican Peso  
MYR   Malaysian Ringgit  
PEN   Peruvian Neuvo Sol  
RUB   Russian Ruble  
SEK   Swedish Krona  

 

Key to holding’s abbreviations

 

EMTN   Euro Medium Term Notes  
FRB   Floating Rate Bonds: the rate shown is the current interest rate at the close of the reporting period  
FRN   Floating Rate Notes: the rate shown is the current interest rate at the close of the reporting period  

 

52



IFB   Inverse Floating Rate Bonds, which are securities that pay interest rates that vary inversely to   changes in the market interest rates. As interest rates rise, inverse floaters produce less current income. The rate shown is the current interest rate at the close of the reporting period.
IO   Interest Only  
JSC   Joint Stock Company  
MTN   Medium Term Notes  
OAO   Open Joint Stock Company  
OJSC   Open Joint Stock Company  
PO   Principal Only  
TBA   To Be Announced Commitments  

 

Notes to the fund’s portfolio

Unless noted otherwise, the notes to the fund’s portfolio are for the close of the fund’s reporting period, which ran from August 1, 2011 through July 31, 2012 (the reporting period). Within the following notes to the portfolio, references to “ASC 820” represent Accounting Standards Codification ASC 820 Fair Value Measurements and Disclosures.

* Percentages indicated are based on net assets of $818,077,054.

† Non-income-producing security.

The interest rate and date shown parenthetically represent the new interest rate to be paid and the date the fund will begin accruing interest at this rate.

‡‡ Income may be received in cash or additional securities at the discretion of the issuer.

# This security, in part or in entirety, was pledged and segregated with the broker to cover margin requirements for futures contracts at the close of the reporting period.

## This security, in part or in entirety, was pledged and segregated with the custodian for collateral on certain derivative contracts at the close of the reporting period.

Forward commitment, in part or in entirety (Note 1).

c Senior loans are exempt from registration under the Securities Act of 1933, as amended, but contain certain restrictions on resale and cannot be sold publicly. These loans pay interest at rates which adjust periodically. The interest rates shown for senior loans are the current interest rates at the close of the reporting period. Senior loans are also subject to mandatory and/or optional prepayment which cannot be predicted. As a result, the remaining maturity may be substantially less than the stated maturity shown (Notes 1 and 7).

e See Note 6 to the financial statements regarding investments in Putnam Money Market Liquidity Fund. The rate quoted in the security description is the annualized 7-day yield of the fund at the close of the reporting period.

F Is valued at fair value following procedures approved by the Trustees. Securities may be classified as Level 2 or Level 3 for ASC 820 based on the securities’ valuation inputs.

i Security purchased with cash or security received, that was pledged to the fund for collateral on certain derivative contracts (Note 1).

P Security purchased with cash or security received, that was pledged to the fund for collateral on certain derivatives contracts. The rate quoted in the security description is the annualized 7-day yield of the fund at the close of the reporting period (Note 1).

R Real Estate Investment Trust.

At the close of the reporting period, the fund maintained liquid assets totaling $192,260,821 to cover certain derivatives contracts.

Debt obligations are considered secured unless otherwise indicated.

144A after the name of an issuer represents securities exempt from registration under Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

See Note 1 to the financial statements regarding TBA’s.

The dates shown on debt obligations are the original maturity dates.

53



FORWARD CURRENCY CONTRACTS at 7/31/12 (aggregate face value $639,528,529)

            Unrealized  
    Contract   Delivery     Aggregate   appreciation/  
Counterparty   Currency   type   date   Value   face value   (depreciation)  

Bank of America, N.A.            

  Australian Dollar   Sell   8/16/12   $740,457   $720,054   $(20,403)  

  Euro   Buy   8/16/12   9,786,641   9,812,174   (25,533)  

  Euro   Sell   8/16/12   9,897,271   9,783,116   (114,155)  

  Japanese Yen   Buy   8/16/12   4,075,307   4,070,831   4,476  

  Japanese Yen   Sell   8/16/12   4,075,307   4,013,443   (61,864)  

Barclays Bank PLC            

  Australian Dollar   Buy   8/16/12   6,599,039   6,371,443   227,596  

  Brazilian Real   Buy   8/16/12   2,788,270   2,841,941   (53,671)  

  British Pound   Sell   8/16/12   12,508,835   12,462,725   (46,110)  

  Canadian Dollar   Sell   8/16/12   1,210,725   1,168,667   (42,058)  

  Chilean Peso   Buy   8/16/12   2,693,224   2,620,002   73,222  

  Czech Koruna   Sell   8/16/12   2,840,954   2,880,711   39,757  

  Euro   Sell   8/16/12   14,665,564   14,639,737   (25,827)  

  Japanese Yen   Sell   8/16/12   3,890,120   3,830,400   (59,720)  

  Malaysian Ringgit   Buy   8/16/12   914,757   902,551   12,206  

  Mexican Peso   Buy   8/16/12   1,461,547   1,463,975   (2,428)  

  Mexican Peso   Sell   8/16/12   1,461,547   1,442,949   (18,598)  

  New Zealand Dollar   Buy   8/16/12   616,941   569,886   47,055  

  Norwegian Krone   Sell   8/16/12   650,396   730,039   79,643  

  Polish Zloty   Sell   8/16/12   2,479,926   2,423,676   (56,250)  

  Singapore Dollar   Sell   8/16/12   2,287,119   2,246,507   (40,612)  

  South African Rand   Buy   8/16/12   1,210,399   1,215,407   (5,008)  

  South Korean Won   Buy   8/16/12   1,674,332   1,653,625   20,707  

  Swedish Krona   Buy   8/16/12   2,174,902   2,127,766   47,136  

  Swiss Franc   Sell   8/16/12   2,719,036   2,747,831   28,795  

  Taiwan Dollar   Sell   8/16/12   1,937,831   1,936,208   (1,623)  

  Turkish Lira   Sell   8/16/12   1,537,106   1,520,508   (16,598)  

Citibank, N.A.              

  Australian Dollar   Buy   8/16/12   12,628,173   12,583,323   44,850  

  Brazilian Real   Buy   8/16/12   7,205   7,307   (102)  

  Brazilian Real   Sell   8/16/12   7,205   7,209   4  

  British Pound   Sell   8/16/12   8,143,975   8,199,182   55,207  

  Canadian Dollar   Sell   8/16/12   3,462,961   3,365,889   (97,072)  

  Czech Koruna   Sell   8/16/12   2,681,035   2,733,524   52,489  

  Euro   Sell   8/16/12   11,728,636   11,855,378   126,742  

  Japanese Yen   Sell   8/16/12   6,594,961   6,494,536   (100,425)  

  Mexican Peso   Sell   8/16/12   1,301,452   1,306,778   5,326  

  Norwegian Krone   Buy   8/16/12   874,502   868,344   6,158  

  Norwegian Krone   Sell   8/16/12   874,502   862,345   (12,157)  

  Singapore Dollar   Sell   8/16/12   2,286,154   2,245,737   (40,417)  

  South Korean Won   Buy   8/16/12   1,492,278   1,473,308   18,970  

  Swedish Krona   Buy   8/16/12   164,788   160,426   4,362  

  Swedish Krona   Sell   8/16/12   164,788   158,609   (6,179)  

  Swiss Franc   Buy   8/16/12   463,316   468,281   (4,965)  

 

54



FORWARD CURRENCY CONTRACTS at 7/31/12 (aggregate face value $639,528,529) cont.

          Unrealized  
  Contract   Delivery     Aggregate   appreciation/  
Counterparty   Currency   type   date   Value   face value   (depreciation)  

Citibank, N.A. cont.            

Taiwan Dollar   Sell   8/16/12   $1,711,216   $1,717,495   $6,279  

Turkish Lira   Buy   8/16/12   1,609,807   1,595,055   14,752  

Credit Suisse AG            

Australian Dollar   Buy   8/16/12   10,317,801   9,913,282   404,519  

Brazilian Real   Buy   8/16/12   1,201,559   1,227,137   (25,578)  

British Pound   Sell   8/16/12   3,106,670   3,144,045   37,375  

Canadian Dollar   Sell   8/16/12   5,390,772   5,168,581   (222,191)  

Chilean Peso   Buy   8/16/12   1,902,220   1,849,811   52,409  

Czech Koruna   Sell   8/16/12   3,333,471   3,409,004   75,533  

Euro   Sell   8/16/12   16,379,776   16,537,055   157,279  

Hungarian Forint   Buy   8/16/12   1,083,482   1,141,859   (58,377)  

Japanese Yen   Buy   8/16/12   4,060,113   4,045,242   14,871  

Malaysian Ringgit   Buy   8/16/12   924,652   912,490   12,162  

Mexican Peso   Buy   8/16/12   1,215,232   1,218,787   (3,555)  

Mexican Peso   Sell   8/16/12   1,215,232   1,208,535   (6,697)  

New Zealand Dollar   Sell   8/16/12   1,163,651   1,180,121   16,470  

Norwegian Krone   Sell   8/16/12   3,065,714   3,044,979   (20,735)  

Philippines Peso   Buy   8/16/12   1,880,794   1,870,120   10,674  

Polish Zloty   Sell   8/16/12   1,217,551   1,166,871   (50,680)  

Singapore Dollar   Sell   8/16/12   2,608,960   2,560,978   (47,982)  

South African Rand   Buy   8/16/12   1,363,385   1,392,642   (29,257)  

South Korean Won   Buy   8/16/12   3,952,735   3,923,325   29,410  

Swedish Krona   Buy   8/16/12   6,060,220   5,832,103   228,117  

Swiss Franc   Buy   8/16/12   4,303   4,347   (44)  

Taiwan Dollar   Sell   8/16/12   1,799,218   1,805,575   6,357  

Turkish Lira   Sell   8/16/12   648,580   641,506   (7,074)  

Deutsche Bank AG            

Australian Dollar   Buy   8/16/12   403,027   459,224   (56,197)  

British Pound   Sell   8/16/12   6,156,271   6,130,949   (25,322)  

Canadian Dollar   Buy   8/16/12   3,415,511   3,469,763   (54,252)  

Czech Koruna   Sell   8/16/12   3,319,157   3,396,728   77,571  

Euro   Sell   8/16/12   10,940,566   11,060,475   119,909  

Mexican Peso   Sell   8/16/12   1,840,582   1,831,222   (9,360)  

Polish Zloty   Sell   8/16/12   2,562,191   2,517,278   (44,913)  

Singapore Dollar   Sell   8/16/12   2,289,690   2,251,442   (38,248)  

South Korean Won   Buy   8/16/12   2,415,826   2,412,874   2,952  

Swedish Krona   Buy   8/16/12   6,177,525   5,938,810   238,715  

Swiss Franc   Buy   8/16/12   1,421,505   1,436,797   (15,292)  

Turkish Lira   Buy   8/16/12   2,207,474   2,176,756   30,718  

Goldman Sachs International          

Australian Dollar   Sell   8/16/12   970,308   1,021,280   50,972  

British Pound   Buy   8/16/12   351,196   302,188   49,008  

Canadian Dollar   Sell   8/16/12   819,113   796,098   (23,015)  

Chilean Peso   Buy   8/16/12   1,247,979   1,205,318   42,661  

 

55



FORWARD CURRENCY CONTRACTS at 7/31/12 (aggregate face value $639,528,529) cont.

            Unrealized  
    Contract   Delivery     Aggregate   appreciation/  
Counterparty   Currency   type   date   Value   face value   (depreciation)  

Goldman Sachs International cont.        

  Chilean Peso   Sell   8/16/12   $1,247,979   $1,202,415   $(45,564)  

  Czech Koruna   Sell   8/16/12   91,424   168,354   76,930  

  Euro   Buy   8/16/12   1,276,122   1,224,328   51,794  

  Japanese Yen   Sell   8/16/12   1,807,398   1,755,037   (52,361)  

  Norwegian Krone   Buy   8/16/12   4,125,287   4,094,131   31,156  

  Norwegian Krone   Sell   8/16/12   4,125,287   4,069,970   (55,317)  

  Singapore Dollar   Sell   8/16/12   1,773,781   1,742,697   (31,084)  

  South Korean Won   Buy   8/16/12   542,893   538,747   4,146  

  Swedish Krona   Buy   8/16/12   3,207,427   3,086,449   120,978  

  Turkish Lira   Buy   8/16/12   2,890,348   2,861,970   28,378  

HSBC Bank USA, National Association          

  Australian Dollar   Buy   8/16/12   14,007,518   13,504,935   502,583  

  British Pound   Sell   8/16/12   8,101,314   8,098,062   (3,252)  

  Canadian Dollar   Sell   8/16/12   4,189,466   4,034,891   (154,575)  

  Czech Koruna   Sell   8/16/12   2,453,796   2,555,447   101,651  

  Euro   Sell   8/16/12   16,442,044   16,625,217   183,173  

  Indian Rupee   Sell   8/16/12   1,777,206   1,770,760   (6,446)  

  Japanese Yen   Buy   8/16/12   5,420,937   5,335,900   85,037  

  Norwegian Krone   Sell   8/16/12   2,900,939   2,878,616   (22,323)  

  Singapore Dollar   Sell   8/16/12   2,268,073   2,230,512   (37,561)  

  South Korean Won   Buy   8/16/12   2,448,033   2,439,471   8,562  

  Swiss Franc   Buy   8/16/12   1,798,449   1,817,909   (19,460)  

  Turkish Lira   Buy   8/16/12   4,538,117   4,467,498   70,619  

JPMorgan Chase Bank, N.A.            

  Australian Dollar   Buy   8/16/12   4,363,080   4,327,191   35,889  

  Brazilian Real   Buy   8/16/12   351,905   355,793   (3,888)  

  Brazilian Real   Sell   8/16/12   351,905   352,651   746  

  British Pound   Buy   8/16/12   2,505,718   2,436,746   68,972  

  Canadian Dollar   Sell   8/16/12   146,537   40,776   (105,761)  

  Chilean Peso   Buy   8/16/12   1,453,858   1,377,581   76,277  

  Czech Koruna   Sell   8/16/12   3,864,383   3,945,628   81,245  

  Euro   Sell   8/16/12   13,844,390   13,964,517   120,127  

  Hungarian Forint   Buy   8/16/12   1,187,936   1,172,723   15,213  

  Japanese Yen   Sell   8/16/12   1,835,766   1,779,018   (56,748)  

  Mexican Peso   Sell   8/16/12   769,869   767,099   (2,770)  

  New Zealand Dollar   Sell   8/16/12   221,209   245,137   23,928  

  Norwegian Krone   Buy   8/16/12   4,043,124   4,004,819   38,305  

  Peruvian New Sol   Sell   8/16/12   2,429,039   2,393,352   (35,687)  

  Polish Zloty   Sell   8/16/12   1,244,684   1,214,161   (30,523)  

  Russian Ruble   Sell   8/16/12   717,744   711,930   (5,814)  

  Singapore Dollar   Sell   8/16/12   2,564,360   2,520,343   (44,017)  

  South African Rand   Buy   8/16/12   98,099   105,900   (7,801)  

  South Korean Won   Buy   8/16/12   1,768,479   1,753,744   14,735  

  Swedish Krona   Buy   8/16/12   2,001,590   2,013,609   (12,019)  

 

56



FORWARD CURRENCY CONTRACTS at 7/31/12 (aggregate face value $639,528,529) cont.

            Unrealized  
    Contract   Delivery     Aggregate   appreciation/  
Counterparty   Currency   type   date   Value   face value   (depreciation)  

JPMorgan Chase Bank, N.A. cont.            

  Swiss Franc   Buy   8/16/12   $2,301,622   $2,325,779   $(24,157)  

  Taiwan Dollar   Sell   8/16/12   1,776,194   1,783,842   7,648  

  Turkish Lira   Buy   8/16/12   4,256,986   4,207,317   49,669  

Royal Bank of Scotland PLC (The)            

  Australian Dollar   Sell   8/16/12   790,100   564,823   (225,277)  

  Brazilian Real   Sell   8/16/12   987,076   988,597   1,521  

  British Pound   Buy   8/16/12   1,849,421   1,782,669   66,752  

  Canadian Dollar   Buy   8/16/12   706,768   730,734   (23,966)  

  Chilean Peso   Buy   8/16/12   26,688   25,642   1,046  

  Chilean Peso   Sell   8/16/12   26,688   25,995   (693)  

  Czech Koruna   Sell   8/16/12   221,520   286,488   64,968  

  Euro   Sell   8/16/12   471,193   805,004   333,811  

  Japanese Yen   Sell   8/16/12   3,935,899   3,874,256   (61,643)  

  Mexican Peso   Sell   8/16/12   1,908,021   1,900,655   (7,366)  

  New Zealand Dollar   Buy   8/16/12   2,472,616   2,420,694   51,922  

  New Zealand Dollar   Sell   8/16/12   2,472,616   2,436,164   (36,452)  

  Norwegian Krone   Buy   8/16/12   1,422,570   1,410,857   11,713  

  Norwegian Krone   Sell   8/16/12   1,422,570   1,405,783   (16,787)  

  Singapore Dollar   Sell   8/16/12   1,829,872   1,798,259   (31,613)  

  South Korean Won   Buy   8/16/12   271,174   274,991   (3,817)  

  Swedish Krona   Buy   8/16/12   117,290   114,173   3,117  

  Swedish Krona   Sell   8/16/12   117,290   112,767   (4,523)  

  Taiwan Dollar   Sell   8/16/12   454,989   456,226   1,237  

  Turkish Lira   Buy   8/16/12   3,591,286   3,542,962   48,324  

State Street Bank and Trust Co.            

  Australian Dollar   Buy   8/16/12   9,927,788   9,716,333   211,455  

  Brazilian Real   Sell   8/16/12   69,855   79,815   9,960  

  British Pound   Sell   8/16/12   4,628,099   4,638,877   10,778  

  Canadian Dollar   Sell   8/16/12   2,693,392   2,547,851   (145,541)  

  Chilean Peso   Buy   8/16/12   1,901,431   1,838,761   62,670  

  Czech Koruna   Sell   8/16/12   3,352,265   3,482,900   130,635  

  Euro   Sell   8/16/12   16,775,288   16,946,460   171,172  

  Hungarian Forint   Buy   8/16/12   1,317,019   1,336,094   (19,075)  

  Japanese Yen   Buy   8/16/12   4,161,377   4,144,789   16,588  

  Japanese Yen   Sell   8/16/12   4,161,377   4,097,080   (64,297)  

  Mexican Peso   Sell   8/16/12   1,547,789   1,533,968   (13,821)  

  New Zealand Dollar   Sell   8/16/12   1,219,155   1,250,428   31,273  

  Norwegian Krone   Sell   8/16/12   388,815   431,603   42,788  

  Polish Zloty   Sell   8/16/12   2,489,368   2,428,407   (60,961)  

  Singapore Dollar   Sell   8/16/12   2,015,984   1,983,720   (32,264)  

  South African Rand   Buy   8/16/12   107,808   150,688   (42,880)  

  South Korean Won   Buy   8/16/12   2,697,087   2,700,264   (3,177)  

  Swedish Krona   Buy   8/16/12   9,253,141   8,888,556   364,585  

  Swiss Franc   Buy   8/16/12   3,014,424   3,045,999   (31,575)  

 

57



FORWARD CURRENCY CONTRACTS at 7/31/12 (aggregate face value $639,528,529) cont.

            Unrealized  
    Contract   Delivery     Aggregate   appreciation/  
Counterparty   Currency   type   date   Value   face value   (depreciation)  

State Street Bank and Trust Co. cont.            

  Taiwan Dollar   Sell   8/16/12   $1,955,043   $1,957,018   $1,975  

  Thai Baht   Buy   8/16/12   1,827,266   1,820,773   6,493  

  Turkish Lira   Buy   8/16/12   3,419,929   3,388,216   31,713  

UBS AG              

  Australian Dollar   Buy   8/16/12   11,175,387   11,002,738   172,649  

  Brazilian Real   Buy   8/16/12   794,792   803,633   (8,841)  

  Brazilian Real   Sell   8/16/12   794,792   798,582   3,790  

  British Pound   Sell   8/16/12   8,103,525   8,091,611   (11,914)  

  Canadian Dollar   Sell   8/16/12   1,396,588   1,280,520   (116,068)  

  Czech Koruna   Sell   8/16/12   3,347,727   3,425,830   78,103  

  Euro   Sell   8/16/12   16,185,466   16,101,412   (84,054)  

  Hungarian Forint   Buy   8/16/12   1,190,831   1,208,463   (17,632)  

  Indian Rupee   Sell   8/16/12   2,796,948   2,791,541   (5,407)  

  Japanese Yen   Buy   8/16/12   1,520,590   1,440,309   80,281  

  Mexican Peso   Sell   8/16/12   1,257,129   1,299,000   41,871  

  New Zealand Dollar   Sell   8/16/12   2,853,056   2,846,985   (6,071)  

  Norwegian Krone   Sell   8/16/12   3,388,135   3,322,189   (65,946)  

  Philippines Peso   Buy   8/16/12   1,880,797   1,869,789   11,008  

  Polish Zloty   Buy   8/16/12   88,481   88,408   73  

  Polish Zloty   Sell   8/16/12   88,481   86,300   (2,181)  

  Singapore Dollar   Sell   8/16/12   3,543,623   3,483,191   (60,432)  

  Swedish Krona   Buy   8/16/12   7,340,434   7,301,319   39,115  

  Swiss Franc   Sell   8/16/12   7,284,268   7,359,121   74,853  

  Taiwan Dollar   Sell   8/16/12   1,220,163   1,219,495   (668)  

  Thai Baht   Buy   8/16/12   1,827,263   1,818,498   8,765  

  Turkish Lira   Buy   8/16/12   2,819,704   2,788,168   31,536  

Westpac Banking Corp.            

  Australian Dollar   Buy   8/16/12   6,990,730   6,728,381   262,349  

  British Pound   Sell   8/16/12   5,272,168   5,309,628   37,460  

  Canadian Dollar   Sell   8/16/12   2,033,477   1,890,818   (142,659)  

  Euro   Sell   8/16/12   15,571,721   15,805,940   234,219  

  Japanese Yen   Buy   8/16/12   6,773,601   6,670,035   103,566  

  Mexican Peso   Sell   8/16/12   570,326   560,927   (9,399)  

  Norwegian Krone   Sell   8/16/12   2,550,976   2,552,574   1,598  

  Swedish Krona   Buy   8/16/12   4,164,736   4,009,318   155,418  

Total             $3,679,653  

 

FUTURES CONTRACTS OUTSTANDING at 7/31/12

        Unrealized  
  Number of     Expiration   appreciation/  
  contracts   Value   date   (depreciation)  

Australian Government          
Treasury Bond 3 yr (Short)   106   $12,252,901   Sep-12   $89,220  

Australian Government Treasury          
Bond 10 yr (Long)   5   660,510   Sep-12   (2,875)  

 

58



FUTURES CONTRACTS OUTSTANDING at 7/31/12 cont.

        Unrealized  
  Number of     Expiration   appreciation/  
  contracts   Value   date   (depreciation)  

Canadian Government Bond          
10 yr (Long)   60   $8,312,709   Sep-12   $103,724  

Euro-Bund 10 yr (Short)   212   37,710,325   Sep-12   (268,557)  

Euro-Swiss Franc 3 Month (Short)   87   22,302,494   Dec-12   (350,742)  

Japanese Government Bond          
10 yr (Short)   2   3,686,656   Sep-12   (13,580)  

Japanese Government Bond          
10 yr Mini (Long)   19   3,505,242   Sep-12   1,810  

U.K. Gilt 10 yr (Short)   12   2,293,075   Sep-12   (36,530)  

U.S. Treasury Note 10 yr (Short)   2   269,313   Sep-12   652  

Total         $(476,878)  

 

WRITTEN OPTIONS OUTSTANDING at 7/31/12 (premiums received $43,141,927)

 

  Contract   Expiration date/    
  amount   strike price   Value  

Option on an interest rate swap with Bank of America,        
N.A. for the obligation to pay a fixed rate of 4.28%        
versus the three month USD-LIBOR-BBA maturing        
August 2026.   $27,536,670   Aug-16/4.28   $4,640,975  

Option on an interest rate swap with Bank of America,        
N.A. for the obligation to pay a fixed rate of 4.35%        
versus the three month USD-LIBOR-BBA maturing        
August 2026.   64,500,748   Aug-16/4.35   11,202,812  

Option on an interest rate swap with Bank of America,        
N.A. for the obligation to receive a fixed rate of 4.28%        
versus the three month USD-LIBOR-BBA maturing        
August 2026.   27,536,670   Aug-16/4.28   644,055  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to pay a fixed rate of 2.73%        
versus the three month USD-LIBOR-BBA maturing        
August 2022.   21,595,000   Aug-12/2.73   2,260,349  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to pay a fixed rate of 4.39%        
versus the three month USD-LIBOR-BBA maturing        
June 2021.   4,548,270   Jun-16/4.39   508,497  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to pay a fixed rate of 4.67%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   15,044,234   Jul-16/4.67   2,963,714  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to pay a fixed rate of 4.68%        
versus the three month USD-LIBOR-BBA maturing        
August 2026.   18,053,080   Aug-16/4.68   3,569,094  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to pay a fixed rate of 4.80%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   6,017,693   Jul-16/4.80   1,246,866  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to receive a fixed rate of 2.73%        
versus the three month USD-LIBOR-BBA maturing        
August 2022.   21,595,000   Aug-12/2.73   22  

 

59



WRITTEN OPTIONS OUTSTANDING at 7/31/12 (premiums received $43,141,927) cont.

  Contract   Expiration date/    
  amount   strike price   Value  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to receive a fixed rate of 4.67%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   $15,044,234   Jul-16/4.67   $273,805  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to receive a fixed rate of 4.68%        
versus the three month USD-LIBOR-BBA maturing        
August 2026.   18,053,080   Aug-16/4.68   326,761  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to receive a fixed rate of 4.80%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   6,017,693   Jul-16/4.80   101,699  

Option on an interest rate swap with Barclay’s Bank,        
PLC for the obligation to receive a fixed rate of 4.89%        
versus the three month USD-LIBOR-BBA maturing        
June 2021.   4,548,270   Jun-16/4.89   34,567  

Option on an interest rate swap with Citibank, N.A. for        
the obligation to pay a fixed rate of 4.11% versus the        
three month USD-LIBOR-BBA maturing May 2021.   23,498,613   May-16/4.11   2,383,417  

Option on an interest rate swap with Citibank, N.A. for        
the obligation to pay a fixed rate of 4.12% versus the        
three month USD-LIBOR-BBA maturing June 2021.   4,622,106   Jun-16/4.12   470,216  

Option on an interest rate swap with Citibank, N.A. for        
the obligation to pay a fixed rate of 4.705% versus the        
three month USD-LIBOR-BBA maturing May 2021.   71,799,174   May-16/4.705   9,116,916  

Option on an interest rate swap with Citibank, N.A. for        
the obligation to receive a fixed rate of 4.705% versus        
the three month USD-LIBOR-BBA maturing May 2021.   71,799,174   May-16/4.705   555,869  

Option on an interest rate swap with Citibank, N.A. for        
the obligation to receive a fixed rate of 5.11% versus the        
three month USD-LIBOR-BBA maturing May 2021.   23,498,613   May-16/5.11   155,326  

Option on an interest rate swap with Citibank, N.A. for        
the obligation to receive a fixed rate of 5.12% versus the        
three month USD-LIBOR-BBA maturing June 2021.   4,622,106   Jun-16/5.12   30,645  

Option on an interest rate swap with Credit Suisse        
International for the obligation to pay a fixed rate        
of 2.855% versus the three month USD-LIBOR-BBA        
maturing August 2022.   74,503,300   Aug-12/2.855   8,670,694  

Option on an interest rate swap with Credit Suisse        
International for the obligation to receive a fixed rate        
of 2.855% versus the three month USD-LIBOR-BBA        
maturing August 2022.   74,503,300   Aug-12/2.855   75  

Option on an interest rate swap with Deutsche Bank AG        
for the obligation to pay a fixed rate of 4.60% versus the        
three month USD-LIBOR-BBA maturing May 2021.   24,005,421   May-16/4.60   2,976,672  

Option on an interest rate swap with Deutsche Bank AG        
for the obligation to pay a fixed rate of 4.765% versus        
the three month USD-LIBOR-BBA maturing May 2021.   3,321,532   May-16/4.765   438,442  

Option on an interest rate swap with Deutsche Bank AG        
for the obligation to receive a fixed rate of 4.60% versus        
the three month USD-LIBOR-BBA maturing May 2021.   24,005,421   May-16/4.60   196,124  

 

60



WRITTEN OPTIONS OUTSTANDING at 7/31/12 (premiums received $43,141,927) cont.

  Contract   Expiration date/    
  amount   strike price   Value  

Option on an interest rate swap with Deutsche Bank        
AG for the obligation to receive a fixed rate of 4.765%        
versus the three month USD-LIBOR-BBA maturing        
May 2021.   $3,321,532   May-16/4.765   $26,572  

Option on an interest rate swap with Goldman Sachs        
International for the obligation to pay a fixed rate        
of 4.36% versus the three month USD-LIBOR-BBA        
maturing May 2021.   24,125,492   May-16/4.36   2,682,031  

Option on an interest rate swap with Goldman Sachs        
International for the obligation to receive a fixed rate        
of 4.86% versus the three month USD-LIBOR-BBA        
maturing May 2021.   24,125,492   May-16/4.86   181,182  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to pay a fixed rate of 4.04%        
versus the three month USD-LIBOR-BBA maturing        
September 2025.   22,922,000   Sep-15/4.04   3,786,623  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to pay a fixed rate of 4.375%        
versus the three month USD-LIBOR-BBA maturing        
August 2045.   7,284,400   Aug-15/4.375   2,890,312  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to pay a fixed rate of 4.46%        
versus the three month USD-LIBOR-BBA maturing        
August 2045.   7,284,400   Aug-15/4.46   3,008,333  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to pay a fixed rate of 4.575%        
versus the three month USD-LIBOR-BBA maturing        
June 2021.   4,519,392   Jun-16/4.575   550,774  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to pay a fixed rate of 4.74%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   15,141,557   Jul-16/4.74   3,143,296  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to pay a fixed rate of 4.79%        
versus the three month USD-LIBOR-BBA maturing        
July 2026.   8,457,241   Jul-16/4.79   1,787,159  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to receive a fixed rate        
of 4.04% versus the three month USD-LIBOR-BBA        
maturing September 2025.   22,922,000   Sep-15/4.04   399,187  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to receive a fixed rate        
of 4.375% versus the three month USD-LIBOR-BBA        
maturing August 2045.   7,284,400   Aug-15/4.375   205,493  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to receive a fixed rate        
of 4.46% versus the three month USD-LIBOR-BBA        
maturing August 2045.   7,284,400   Aug-15/4.46   190,706  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to receive a fixed rate        
of 4.575% versus the three month USD-LIBOR-BBA        
maturing June 2021.   4,519,392   Jun-16/4.575   37,827  

 

61



WRITTEN OPTIONS OUTSTANDING at 7/31/12 (premiums received $43,141,927) cont.

  Contract   Expiration date/    
  amount   strike price   Value  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to receive a fixed rate        
of 4.74% versus the three month USD-LIBOR-BBA        
maturing July 2026.   $15,141,557   Jul-16/4.74   $254,999  

Option on an interest rate swap with JPMorgan Chase        
Bank NA for the obligation to receive a fixed rate        
of 4.79% versus the three month USD-LIBOR-BBA        
maturing July 2026.   8,457,241   Jul-16/4.79   139,053  

Total       $72,051,159  

 

TBA SALE COMMITMENTS OUTSTANDING at 7/31/12 (proceeds receivable $30,723,789)

 

  Principal   Settlement    
Agency   amount   date   Value  

Federal National Mortgage Association 6 1/2s,        
August 1, 2042   $4,000,000   8/13/12   $4,507,500  

Federal National Mortgage Association 3 1/2s,        
August 1, 2042   13,000,000   8/13/12   13,793,203  

Federal National Mortgage Association 3s,        
August 1, 2042   12,000,000   8/13/12   12,483,750  

Total       $30,784,453  

 

INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Bank of America N.A.            
  $16,504,000   $—   5/14/14   0.58%   3 month USD-    
          LIBOR-BBA   $(52,748)  

  28,701,000     5/14/17   3 month USD-      
        LIBOR-BBA   1.0925%   493,148  

  133,146,000     5/14/14   0.577%   3 month USD-    
          LIBOR-BBA   (418,034)  

  101,305,000     5/14/17   1.1005%   3 month USD-    
          LIBOR-BBA   (1,779,865)  

  5,625,000     5/14/22   2.0215%   3 month USD-    
          LIBOR-BBA   (245,865)  

  2,754,000   73,098   6/20/22   2.183%   3 month USD-    
          LIBOR-BBA   (82,972)  

CAD   6,724,000     6/13/14   1.285%   3 month CAD-    
          BA-CDOR   5,560  

CAD   11,469,000     6/13/17   1.5875%   3 month CAD-    
          BA-CDOR   7,082  

CAD   2,878,000     6/13/22   2.2%   3 month CAD-    
          BA-CDOR   (25,428)  

Barclay’s Bank, PLC            
  $112,492,000 E   2,311,194   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (1,470,786)  

  348,148,000 E   319,741   9/19/14   0.60%   3 month USD-    
          LIBOR-BBA   (912,704)  

  19,105,000 E   (57,697)   9/19/14   3 month USD-      
        LIBOR-BBA   0.60%   9,935  

 

62



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Barclay’s Bank, PLC cont.          
  $19,944,000 E   $94,566   9/19/17   1.10%   3 month USD-    
          LIBOR-BBA   $(167,897)  

  65,906,000 E   (1,418,094)   9/19/22   3 month USD-      
        LIBOR-BBA   2.00%   797,666  

  381,000 E   40,310   9/19/42   2.75%   3 month USD-    
          LIBOR-BBA   8,169  

  28,283,159   (1,084,659)   7/27/22   3 month USD-      
        LIBOR-BBA   3.5375%   4,062,333  

  11,313,264   (437,823)   7/30/22   3 month USD-      
        LIBOR-BBA   3.51%   1,590,223  

  28,283,159   (1,084,659)   8/1/22   3 month USD-      
        LIBOR-BBA   3.52%   4,005,461  

  28,283,159   (1,093,144)   8/1/22   3 month USD-      
        LIBOR-BBA   3.36%   3,570,466  

  4,939,000     7/20/22   3 month USD-      
        LIBOR-BBA   1.645%   19,464  

  2,754,000   72,568   6/20/22   2.183%   3 month USD-    
          LIBOR-BBA   (83,502)  

AUD   1,838,000     6/22/22   6 month AUD-      
        BBR-BBSW   4.035%   34,505  

AUD   8,190,000     6/22/22   4.06%   6 month AUD-    
          BBR-BBSW   (171,711)  

AUD   8,811,000     6/29/22   3.9275%   6 month AUD-    
          BBR-BBSW   (81,808)  

AUD   4,990,000     7/4/22   3.9975%   6 month AUD-    
          BBR-BBSW   (72,900)  

AUD   5,610,000     8/1/22   6 month AUD-      
        BBR-BBSW   3.838%   (932)  

EUR   12,209,000     6/18/22   1.945%   6 month EUR-    
          EURIBOR-    
          REUTERS   (262,746)  

EUR   1,190,000     6/18/42   6 month EUR-      
        EURIBOR-      
        REUTERS   2.24%   10,887  

EUR   14,021,000     6/19/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.934%   283,296  

EUR   4,613,000     6/19/22   1.885%   6 month EUR-    
          EURIBOR-    
          REUTERS   (67,055)  

EUR   7,360,000     6/25/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.97682%   181,522  

EUR   5,516,000     7/5/22   1.945%   6 month EUR-    
          EURIBOR-    
          REUTERS   (112,239)  

EUR   6,594,000     7/11/22   1.806%   6 month EUR-    
          EURIBOR-    
          REUTERS   (29,885)  

 

63



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Barclay’s Bank, PLC cont.          
EUR   14,235,000   $—   7/18/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.766%   $(3,682)  

EUR   4,529,000     7/27/22   1 month EUR-      
        EONIA-OIS-      
        COMPOUND   1.3575%   (11,186)  

GBP   1,992,000     6/14/22   6 month GBP-      
        LIBOR-BBA   2.13%   67,487  

GBP   4,143,000     7/25/42   6 month GBP-      
        LIBOR-BBA   2.8425%   (25,416)  

GBP   7,350,000     7/25/22   1.885%   6 month GBP-    
          LIBOR-BBA   32,453  

GBP   6,323,000     8/15/31   3.6%   6 month GBP-    
          LIBOR-BBA   (1,606,974)  

JPY   987,400,000     7/20/22   0.7775%   6 month JPY-    
          LIBOR-BBA   7,310  

JPY   764,200,000     7/27/22   0.7325%   6 month JPY-    
          LIBOR-BBA   40,460  

JPY   1,813,000,000     8/1/22   0.77%   6 month JPY-    
          LIBOR-BBA   15,780  

SEK   32,838,000     7/11/22   2.1275%   3 month SEK-    
          STIBOR-SIDE   61,579  

Citibank, N.A.            
  $2,053,000 E     10/7/21   3 month USD-      
        LIBOR-BBA   3.0625%   73,580  

  18,362,000 E   19,850   9/19/17   1.10%   3 month USD-    
          LIBOR-BBA   (221,794)  

  24,740,000 E   21,377   9/19/17   3 month USD-      
        LIBOR-BBA   1.10%   346,956  

  53,230,000 E   678,551   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (1,111,041)  

  68,006,000 E   22,953   9/19/14   0.60%   3 month USD-    
          LIBOR-BBA   (217,790)  

  58,648,000 E   (1,393,017)   9/19/22   3 month USD-      
        LIBOR-BBA   2.00%   578,729  

  960,000 E   58,618   9/19/42   2.75%   3 month USD-    
          LIBOR-BBA   (22,368)  

  2,061,000 E   (123,763)   9/19/42   3 month USD-      
        LIBOR-BBA   2.75%   50,103  

EUR   8,777,000     8/2/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.8%   27,357  

SEK   43,535,000     8/2/22   3 month SEK-      
        STIBOR-SIDE   2.285%   7,438  

 

64



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Credit Suisse International          
  $218,647,000 E   $(3,891,577)   9/19/22   3 month USD-      
        LIBOR-BBA   2.00%   $3,459,337  

  165,967,000 E   (6,113)   9/19/14   3 month USD-      
        LIBOR-BBA   0.60%   581,411  

  79,887,000 E   (115,480)   9/19/17   3 month USD-      
        LIBOR-BBA   1.10%   935,834  

  7,584,000 E   (560,531)   9/19/42   3 month USD-      
        LIBOR-BBA   2.75%   79,256  

  315,226,500 E   3,954,884   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (6,643,028)  

  23,474,000 E   1,108,969   9/19/42   2.75%   3 month USD-    
          LIBOR-BBA   (871,298)  

  45,953,000 E   11,632   9/19/14   0.60%   3 month USD-    
          LIBOR-BBA   (151,042)  

  58,683,000 E   (221,517)   9/19/17   1.10%   3 month USD-    
          LIBOR-BBA   (993,786)  

  9,400,000     7/18/22   1.591%   3 month USD-    
          LIBOR-BBA   9,611  

  6,673,000     7/26/22   1.583%   3 month USD-    
          LIBOR-BBA   15,113  

  2,548,000 E     8/17/22   3 month USD-      
        LIBOR-BBA   2.4475%   198,413  

AUD   5,820,000     7/17/22   3.77125%   6 month AUD-    
          BBR-BBSW   28,932  

AUD   8,179,000     7/24/22   6 month AUD-      
        BBR-BBSW   3.665%   (116,059)  

CAD   50,534,000     6/13/14   1.28797%   3 month CAD-    
          BA-CDOR   38,566  

CAD   1,818,000     6/13/17   3 month CAD-      
        BA-CDOR   1.57927%   (1,831)  

CAD   21,531,000     6/13/22   3 month CAD-      
        BA-CDOR   2.19177%   174,115  

CAD   6,751,000     6/15/22   2.135%   3 month CAD-    
          BA-CDOR   (19,159)  

CAD   5,747,000     6/29/22   2.1725%   3 month CAD-    
          BA-CDOR   (32,076)  

CAD   8,526,000     7/9/22   2.1075%   3 month CAD-    
          BA-CDOR   7,026  

CAD   12,793,000     7/16/22   3 month CAD-      
        BA-CDOR   2.015%   (122,313)  

CAD   12,255,000     7/18/22   3 month CAD-      
        BA-CDOR   1.9975%   (137,151)  

CAD   3,696,000     7/23/22   1.9675%   3 month CAD-    
          BA-CDOR   52,465  

CAD   4,731,000     7/31/22   2.1175%   3 month CAD-    
          BA-CDOR   4,037  

CHF   1,442,000     5/11/22   6 month CHF-      
        LIBOR-BBA   0.975%   15,190  

 

65



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Credit Suisse International cont.          
CHF   12,088,000   $—   5/14/22   1.0125%   6 month CHF-    
          LIBOR-BBA   $(172,108)  

CHF   12,636,000     6/19/22   0.94%   6 month CHF-    
          LIBOR-BBA   (57,608)  

CHF   13,241,000     7/5/22   1.015%   6 month CHF-    
          LIBOR-BBA   (148,569)  

CHF   8,322,000     7/25/22   0.9225%   6 month CHF-    
          LIBOR-BBA   (9,200)  

EUR   32,040,000     6/28/14   0.85%   6 month EUR-    
          EURIBOR-    
          REUTERS   (133,748)  

EUR   22,093,000     8/1/22   1 month EUR-      
        EONIA-OIS-      
        COMPOUND   1.45%   177,615  

GBP   8,774,000     6/13/22   6 month GBP-      
        LIBOR-BBA   2.1675%   346,521  

GBP   9,174,000     6/15/22   6 month GBP-      
        LIBOR-BBA   2.0125%   155,458  

GBP   3,332,000     6/15/22   1.96%   6 month GBP-    
          LIBOR-BBA   (30,722)  

GBP   3,826,000     7/18/22   1.8825%   6 month GBP-    
          LIBOR-BBA   17,126  

GBP   4,006,000     7/23/22   6 month GBP-      
        LIBOR-BBA   1.85%   (38,585)  

MXN   78,540,000     7/21/20   1 month MXN-      
        TIIE-BANXICO   6.895%   577,298  

SEK   211,330,000     5/16/22   2.205%   3 month SEK-    
          STIBOR-SIDE   158,753  

SEK   23,374,000     6/19/22   3 month SEK-      
        STIBOR-SIDE   2.38%   34,932  

SEK   23,466,000     7/2/22   3 month SEK-      
        STIBOR-SIDE   2.325%   17,405  

SEK   20,004,000     7/25/22   2.06%   3 month SEK-    
          STIBOR-SIDE   55,481  

Deutsche Bank AG            
  $1,039,000 E     10/7/21   3 month USD-      
        LIBOR-BBA   3.0475%   36,521  

  68,888,000 E   904,651   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (1,411,362)  

  10,854,000 E   (285,228)   9/19/22   3 month USD-      
        LIBOR-BBA   2.00%   79,684  

  12,866,000 E   (16,473)   9/19/17   3 month USD-      
        LIBOR-BBA   1.10%   152,843  

KRW   9,700,000,000     4/24/17   3.54%   3 month KRW-    
          CD-KSDA-    
          BLOOMBERG   (280,962)  

 

66



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Deutsche Bank AG cont.          
MXN   78,540,000   $—   7/17/20   1 month MXN-      
        TIIE-BANXICO   6.95%   $599,873  

MYR   26,159,000     7/23/17   3 month MYR-      
        KLIBOR-BNM   2.98%   (42,451)  

Goldman Sachs International          
  $2,266,000   (64,581)   7/18/22   3 month USD-      
        LIBOR-BBA   2.215%   66,491  

  2,813,000   78,705   7/23/22   2.1714%   3 month USD-    
          LIBOR-BBA   (71,450)  

  26,498,000 E   47,109   9/19/14   3 month USD-      
        LIBOR-BBA   0.60%   140,912  

  119,605,000 E   1,491,235   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (2,529,887)  

  31,415,000 E   (529,847)   9/19/22   3 month USD-      
        LIBOR-BBA   2.00%   526,327  

  14,215,000 E   37,755   9/19/17   1.10%   3 month USD-    
          LIBOR-BBA   (149,315)  

  3,033,000 E   167,118   9/19/42   2.75%   3 month USD-    
          LIBOR-BBA   (88,746)  

  28,684,000 E   (1,681,621)   9/19/42   3 month USD-      
        LIBOR-BBA   2.75%   738,161  

  28,188,000   (446,780)   7/16/22   3 month USD-      
        LIBOR-BBA   2.11875%   930,219  

  5,814,000   (87,210)   7/27/22   3 month USD-      
        LIBOR-BBA   2.1825%   227,910  

  38,126,600     2/22/14   1 month USD-      
        FEDERAL      
        FUNDS-H.15   0.1925%   61,238  

  10,278,000     2/23/14   0.19625%   1 month USD-    
          FEDERAL    
          FUNDS-H.15   (16,911)  

  3,183,000   (58,090)   7/11/22   3 month USD-      
        LIBOR-BBA   2.055%   79,463  

AUD   4,283,000     6/21/22   4.005%   6 month AUD-    
          BBR-BBSW   (67,965)  

AUD   1,530,000     6/22/22   4.035%   6 month AUD-    
          BBR-BBSW   (28,723)  

AUD   7,848,000     7/19/22   3.81%   6 month AUD-    
          BBR-BBSW   15,128  

AUD   6,479,000     7/30/22   3.73%   6 month AUD-    
          BBR-BBSW   61,972  

CHF   19,479,000     6/29/22   0.985%   6 month CHF-    
          LIBOR-BBA   (166,663)  

EUR   6,923,000     6/15/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.952%   156,463  

 

67



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

Goldman Sachs International cont.          
EUR   947,000   $—   6/15/42   2.262%   6 month EUR-    
          EURIBOR-    
          REUTERS   $(14,597)  

EUR   13,934,000     6/19/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.919%   257,406  

EUR   8,710,000     7/27/22   1 month EUR-      
        EONIA-OIS-      
        COMPOUND   1.366%   (12,712)  

EUR   4,347,000     7/30/22   1 month EUR-      
        EONIA-OIS-      
        COMPOUND   1.394%   7,178  

EUR   174,180,000 E     8/1/17   1 month EUR-      
        EONIA-OIS-      
        COMPOUND   1.425%   180,450  

GBP   6,323,000     9/23/31   6 month GBP-      
        LIBOR-BBA   3.1175%   812,834  

GBP   16,489,000     6/13/22   6 month GBP-      
        LIBOR-BBA   2.1725%   663,542  

GBP   3,356,000     6/20/22   6 month GBP-      
        LIBOR-BBA   2.085%   92,214  

GBP   1,853,000     6/28/22   2.02375%   6 month GBP-    
          LIBOR-BBA   (32,869)  

GBP   5,502,000     7/9/22   1.9425%   6 month GBP-    
          LIBOR-BBA   (25,670)  

GBP   2,685,000     7/19/22   6 month GBP-      
        LIBOR-BBA   1.9125%   (2,360)  

SEK   22,518,000     5/16/22   3 month SEK-      
        STIBOR-SIDE   2.205%   (16,916)  

SEK   58,660,000     5/29/22   3 month SEK-      
        STIBOR-SIDE   2.215%   (36,854)  

SEK   50,065,000     6/11/22   2.28%   3 month SEK-    
          STIBOR-SIDE   (9,454)  

SEK   44,670,000     8/1/22   3 month SEK-      
        STIBOR-SIDE   2.3%   16,684  

JPMorgan Chase Bank NA          
  $109,216,600 E   772,705   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (2,899,158)  

  71,949,000 E   62,381   9/19/17   1.10%   3 month USD-    
          LIBOR-BBA   (884,468)  

  66,246,000 E   (2,023,325)   9/19/22   3 month USD-      
        LIBOR-BBA   2.00%   203,864  

  5,809,000 E   (418,821)   9/19/42   3 month USD-      
        LIBOR-BBA   2.75%   71,226  

  3,450,000     7/30/22   1.565%   3 month USD-    
          LIBOR-BBA   14,253  

CAD   8,100,000     9/21/21   2.3911%   3 month CAD-    
          BA-CDOR   (266,310)  

 

68



INTEREST RATE SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Payments   Payments   Unrealized  
Swap counterparty /   premium   Termination   made by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   fund per annum   (depreciation)  

JPMorgan Chase Bank NA cont.          
CAD   16,713,000   $—   5/2/15   3 month CAD-      
        BA-CDOR   1.6575%   $125,286  

CAD   58,139,000     6/13/14   3 month CAD-      
        BA-CDOR   1.2825%   (50,587)  

CAD   9,628,000     6/13/17   3 month CAD-      
        BA-CDOR   1.56%   (18,583)  

CAD   5,504,000     6/13/22   2.175%   3 month CAD-    
          BA-CDOR   (36,100)  

CAD   5,168,000     6/25/22   2.1725%   3 month CAD-    
          BA-CDOR   (29,565)  

CAD   2,465,000     7/26/22   2.07%   3 month CAD-    
          BA-CDOR   12,274  

EUR   285,000     6/15/42   2.245%   6 month EUR-    
          EURIBOR-    
          REUTERS   (3,049)  

EUR   4,347,000     7/30/22   6 month EUR-      
        EURIBOR-      
        REUTERS   1.803%   8,685  

GBP   1,655,000     6/13/22   6 month GBP-      
        LIBOR-BBA   2.175%   67,205  

JPY   1,814,964,000     8/2/22   0.7775%   6 month JPY-    
          LIBOR-BBA   17,340  

JPY   799,200,000 E     7/28/29   6 month JPY-      
        LIBOR-BBA   2.67%   611,637  

JPY   1,074,500,000 E     7/28/39   2.40%   6 month JPY-    
          LIBOR-BBA   (252,379)  

MXN   44,527,000     9/11/20   6.82%   1 month MXN-    
          TIIE-BANXICO   (313,242)  

MXN   57,580,000     9/14/20   6.82%   1 month MXN-    
          TIIE-BANXICO   (404,463)  

MXN   11,220,000     7/16/20   1 month MXN-      
        TIIE-BANXICO   6.99%   87,970  

MXN   57,160,000     7/30/20   6.3833%   1 month MXN-    
          TIIE-BANXICO   (278,303)  

MXN   154,373,000     7/30/20   6.3833%   1 month MXN-    
          TIIE-BANXICO   (751,618)  

MXN   57,160,000     8/19/20   1 month MXN-      
        TIIE-BANXICO   6.615%   347,321  

MXN   88,180,000     11/4/20   1 month MXN-      
        TIIE-BANXICO   6.75%   592,924  

The Royal Bank of Scotland PLC          
  $4,630,000 E   4,630   9/19/22   2.00%   3 month USD-    
          LIBOR-BBA   (151,031)  

UBS AG            
CHF   65,659,000     5/23/13   0.7625%   6 month CHF-    
          LIBOR-BBA   (432,367)  

Total             $877,641  

 

E See Note 1 to the financial statements regarding extended effective dates.

69



TOTAL RETURN SWAP CONTRACTS OUTSTANDING at 7/31/12

  Upfront     Fixed payments   Total return   Unrealized  
Swap counterparty /   premium   Termination   received (paid) by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   or paid by fund   (depreciation)  

Bank of America N.A.            
$1,357,400   $—   1/12/41   4.00% (1 month   Synthetic TRS   $2,414  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

Barclay’s Bank, PLC            
1,330,321     1/12/40   5.00% (1 month   Synthetic MBX   19,107  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

2,405,948     1/12/40   5.00% (1 month   Synthetic MBX   34,556  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

1,934,171     1/12/41   5.00% (1 month   Synthetic MBX   25,056  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

9,411,563     1/12/38   (6.50%) 1 month   Synthetic MBX   (60,217)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

983,900     1/12/40   4.00% (1 month   Synthetic MBX   702  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

3,397,749     1/12/41   4.00% (1 month   Synthetic TRS   6,043  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

1,544,361     1/12/41   4.00% (1 month   Synthetic TRS   2,747  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

2,173,226     1/12/41   5.00% (1 month   Synthetic MBX   28,153  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

8,217,111     1/12/38   (6.50%) 1 month   Synthetic MBX   (52,575)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

6,366,828     1/12/41   5.00% (1 month   Synthetic MBX   82,480  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

2,381,090     1/12/40   4.00% (1 month   Synthetic MBX   1,698  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

 

70



TOTAL RETURN SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

  Upfront     Fixed payments   Total return   Unrealized  
Swap counterparty /   premium   Termination   received (paid) by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   or paid by fund   (depreciation)  

Barclay’s Bank, PLC cont.          
$278,535   $—   1/12/40   4.00% (1 month   Synthetic TRS   $322  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

401,688     1/12/38   6.50% (1 month   Synthetic TRS   238  
      USD-LIBOR)   Index 6.50%    
        30 year Fannie Mae    
        pools    

2,202,850     1/12/38   (6.50%) 1 month   Synthetic MBX   (14,094)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

12,280,000     4/7/16   (2.63%)   USA Non Revised   (316,640)  
        Consumer Price    
        Index-Urban (CPI-U)  

4,568,262     1/12/41   3.50% (1 month   Synthetic MBX   (797)  
      USD-LIBOR)   Index 3.50%    
        30 year Fannie Mae    
        pools    

994,463     1/12/41   3.50% (1 month   Synthetic MBX   (173)  
      USD-LIBOR)   Index 3.50%    
        30 year Fannie Mae    
        pools    

8,549,224     1/12/41   4.00% (1 month   Synthetic TRS   15,205  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

1,138,342     1/12/41   5.00% (1 month   Synthetic MBX   5,853  
      USD-LIBOR)   Index 5.00%    
        30 year Ginnie    
        Mae II pools    

6,519,678     1/12/41   5.00% (1 month   Synthetic MBX   84,460  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

5,972,940     1/12/38   (6.50%) 1 month   Synthetic MBX   (38,216)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

5,802,818     1/12/40   4.00% (1 month   Synthetic MBX   4,139  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

3,468,202     1/12/38   (6.50%) 1 month   Synthetic MBX   (22,190)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

 

71



TOTAL RETURN SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

  Upfront     Fixed payments   Total return   Unrealized  
Swap counterparty /   premium   Termination   received (paid) by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   or paid by fund   (depreciation)  

Barclay’s Bank, PLC cont.          
$6,123,365   $53,101   1/12/41   4.00% (1 month   Synthetic TRS   $55,227  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

6,132,289   (36,410)   1/12/40   (4.00%) 1 month   Synthetic TRS   (34,714)  
      USD-LIBOR   Index 4.00%    
        30 year Fannie Mae    
        pools    

8,977,287     1/12/40   4.50% (1 month   Synthetic MBX   26,993  
      USD-LIBOR)   Index 4.50%    
        30 year Fannie Mae    
        pools    

27,373,957     1/12/41   5.00% (1 month   Synthetic MBX   354,619  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

2,541,218     1/12/41   3.50% (1 month   Synthetic MBX   (443)  
      USD-LIBOR)   Index 3.50%    
        30 year Fannie Mae    
        pools    

6,008,970     1/12/41   5.00% (1 month   Synthetic MBX   77,844  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

1,165,912     1/12/40   5.00% (1 month   Synthetic MBX   16,746  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

3,780,854     1/12/40   5.00% (1 month   Synthetic MBX   54,303  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

2,740,897     1/12/40   5.00% (1 month   Synthetic MBX   39,366  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

Citibank, N.A.            
3,820,532     1/12/41   5.00% (1 month   Synthetic MBX   49,493  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

8,692,905     1/12/41   5.00% (1 month   Synthetic MBX   112,613  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

8,048,905     1/12/41   5.00% (1 month   Synthetic MBX   104,270  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

 

72



TOTAL RETURN SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

  Upfront     Fixed payments   Total return   Unrealized  
Swap counterparty /   premium   Termination   received (paid) by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   or paid by fund   (depreciation)  

Credit Suisse International          
$2,897,635   $—   1/12/41   5.00% (1 month   Synthetic MBX   $37,538  
      USD-LIBOR)   Index 5.00%    
        30 year Fannie Mae    
        pools    

2,411,954     1/12/41   4.00% (1 month   Synthetic TRS   4,290  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

4,306,287     1/12/41   4.00% (1 month   Synthetic TRS   7,659  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

4,515,888     1/12/38   (6.50%) 1 month   Synthetic MBX   (28,894)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

1,356,627     1/12/41   4.00% (1 month   Synthetic TRS   2,413  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

8,141,214   5,088   1/12/41   3.50% (1 month   Synthetic MBX   (722)  
      USD-LIBOR)   Index 3.50%    
        30 year Fannie Mae    
        pools    

Deutsche Bank AG            
4,515,888     1/12/38   (6.50%) 1 month   Synthetic MBX   (28,894)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

Goldman Sachs International          
4,150,229     1/12/41   4.00% (1 month   Synthetic TRS   7,381  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

7,020,000     3/1/16   2.47%   USA Non Revised   112,250  
        Consumer Price    
        Index-Urban (CPI-U)  

5,265,000     3/3/16   2.45%   USA Non Revised   78,791  
        Consumer Price    
        Index-Urban (CPI-U)  

1,870,707     1/12/38   6.50% (1 month   Synthetic TRS   1,110  
      USD-LIBOR)   Index 6.50%    
        30 year Fannie Mae    
        pools    

2,860,364     1/12/38   (6.50%) 1 month   Synthetic MBX   (18,301)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

 

73



TOTAL RETURN SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

  Upfront     Fixed payments   Total return   Unrealized  
Swap counterparty /   premium   Termination   received (paid) by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   or paid by fund   (depreciation)  

Goldman Sachs International cont.          
$1,074,556   $—   1/12/38   (6.50%) 1 month   Synthetic MBX   $(6,875)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

5,003,915     1/12/41   4.00% (1 month   Synthetic TRS   8,900  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

141,122     1/12/38   6.50% (1 month   Synthetic TRS   84  
      USD-LIBOR)   Index 6.50%    
        30 year Fannie Mae    
        pools    

26,028,549     1/12/41   4.00% (1 month   Synthetic TRS   46,293  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

9,283,936     1/12/41   4.00% (1 month   Synthetic TRS   16,512  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

2,016,344   3,151   1/12/38   (6.50%) 1 month   Synthetic MBX   (3,483)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

9,694,169     1/12/41   4.00% (1 month   Synthetic TRS   17,241  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

960,301     1/12/41   4.00% (1 month   Synthetic TRS   1,708  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

9,626,183     1/12/41   4.00% (1 month   Synthetic TRS   17,120  
      USD-LIBOR)   Index 4.00%    
        30 year Fannie Mae    
        pools    

3,918,662     1/12/38   (6.50%) 1 month   Synthetic MBX   (25,072)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

2,419,387   6,048   1/12/38   (6.50%) 1 month   Synthetic MBX   (1,911)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

185,377     1/12/38   (6.50%) 1 month   Synthetic MBX   (1,186)  
      USD-LIBOR   Index 6.50%    
        30 year Fannie Mae    
        pools    

 

74



TOTAL RETURN SWAP CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront     Fixed payments   Total return   Unrealized  
Swap counterparty /   premium   Termination   received (paid) by   received by   appreciation/  
Notional amount   received (paid)   date   fund per annum   or paid by fund   (depreciation)  

Goldman Sachs International cont.          
  $494,490   $—   1/12/38   (6.50%) 1 month   Synthetic MBX   $(3,164)  
        USD-LIBOR   Index 6.50%    
          30 year Fannie Mae    
          pools    

  7,884,000     4/3/17   2.3225%   USA Non Revised   110,691  
          Consumer Price    
          Index-Urban (CPI-U)  

  7,884,000     4/4/17   2.35%   USA Non Revised   122,438  
          Consumer Price    
          Index-Urban (CPI-U)  

  7,884,000     4/5/17   2.355%   USA Non Revised   124,725  
          Consumer Price    
          Index-Urban (CPI-U)  

  7,884,000     4/5/22   2.66%   USA Non Revised   220,200  
          Consumer Price    
          Index-Urban (CPI-U)  

GBP   4,920,000     3/30/17   (3.0925%)   GBP Non-revised   (244,220)  
          UK Retail Price    
          Index    

GBP   4,920,000     4/2/17   (3.085%)   GBP Non-revised   (262,424)  
          UK Retail Price    
          Index    

GBP   4,920,000     4/3/17   (3.09%)   GBP Non-revised   (264,507)  
          UK Retail Price    
          Index    

GBP   4,920,000     4/3/22   (3.21%)   GBP Non-revised   (436,757)  
          UK Retail Price    
          Index    

JPMorgan Chase Bank NA          
  $9,268,484     1/12/41   4.00% (1 month   Synthetic TRS   16,484  
        USD-LIBOR)   Index 4.00%    
          30 year Fannie Mae    
          pools    

Total             $292,006  

 

CREDIT DEFAULT CONTRACTS OUTSTANDING at 7/31/12

 

    Upfront       Fixed payments    
    premium     Termi-   received   Unrealized  
Swap counterparty /     received   Notional   nation   (paid) by fund   appreciation/  
Referenced debt*   Rating***   (paid)**   amount   date   per annum   (depreciation)  

Credit Suisse International            
Bonos Y Oblig Del              
Estado, 5 1/2%,              
7/30/17     $(41,661)   $4,680,000   12/20/19   (100 bp)   $954,684  

Deutsche Bank AG              
Republic of Argentina,              
8.28%, 12/31/33   B3   161,961   1,385,000   3/20/17   500 bp   (111,157)  

Russian Federation,              
7 1/2%, 3/31/30       442,500   4/20/13   (112 bp)   (4,197)  

 

75



CREDIT DEFAULT CONTRACTS OUTSTANDING at 7/31/12 cont.

    Upfront       Fixed payments    
    premium     Termi-   received   Unrealized  
Swap counterparty /     received   Notional   nation   (paid) by fund   appreciation/  
Referenced debt*   Rating***   (paid)**   amount   date   per annum   (depreciation)  

Deutsche Bank AG cont.              
Smurfit Kappa              
Funding, 7 3/4%,              
4/1/15   B1   $—   EUR   935,000   9/20/13   715 bp   $89,562  

Virgin Media              
Finance PLC,              
8 3/4%, 4/15/14   BB-     EUR   880,000   9/20/13   477 bp   56,199  

Virgin Media              
Finance PLC,              
8 3/4%, 4/15/14   BB-     EUR   880,000   9/20/13   535 bp   64,114  

JPMorgan Chase Bank NA              
DJ CDX NA HY Series              
18 Index   B+/P   158,602   $5,981,580   6/20/17   500 bp   12,433  

Russian Federation,              
7 1/2%, 3/31/30   Baa1     225,000   9/20/13   276 bp   8,469  

Morgan Stanley Capital Services LLC          
Republic of              
Venezuela, 9 1/4%,              
9/15/27   B2     1,570,000   10/20/12   339 bp   13,752  

Total             $1,083,859  

 

* Payments related to the referenced debt are made upon a credit default event.

** Upfront premium is based on the difference between the original spread on issue and the market spread on day of execution.

*** Ratings are presented for credit default contracts in which the fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent the average of the ratings of all the securities included in that index. The Moody’s, Standard & Poor’s or Fitch ratings are believed to be the most recent ratings available at July 31, 2012. Securities rated by Putnam are indicated by “/P.”

76



ASC 820 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of the fund’s investments. The three levels are defined as follows:

Level 1: Valuations based on quoted prices for identical securities in active markets.

Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3: Valuations based on inputs that are unobservable and significant to the fair value measurement.

The following is a summary of the inputs used to value the fund’s net assets as of the close of the reporting period:

    Valuation inputs  

Investments in securities:   Level 1   Level 2   Level 3  

Common stocks:        

Consumer cyclicals   $—   $672   $15  

Health care   14,653      

Total common stocks   14,653   672   15  
 
Asset-backed securities     9,174,435    

Convertible bonds and notes     1,735,049    

Convertible preferred stocks   253,200   527,047   15  

Corporate bonds and notes     254,747,292    

Foreign government and agency bonds and notes     75,450,297    

Mortgage-backed securities     258,086,202    

Preferred stocks     1,094,613    

Purchased options outstanding     82,198,803    

Senior loans     16,272,393    

U.S. government and agency mortgage obligations     103,694,132    

U.S. Treasury obligations     8,097,719    

Warrants     3,686   37,088  

Short-term investments   62,692,317   92,066,012    

Totals by level   $62,960,170   $903,148,352   $37,118  
 
    Valuation inputs  

Other financial instruments:   Level 1   Level 2   Level 3  

Forward currency contracts   $—   $3,679,653   $—  

Futures contracts   (476,878)      

Written options     (72,051,159)    

TBA sale commitments     (30,784,453)    

Interest rate swap contracts     5,623,091    

Total return swap contracts     261,028    

Credit default contracts     804,957    

Totals by level   $(476,878)   $(92,466,883)   $—  

 

At the start and close of the reporting period, Level 3 investments in securities were not considered a significant portion of the fund’s portfolio.

The accompanying notes are an integral part of these financial statements.

77



Statement of assets and liabilities 7/31/12

ASSETS    

Investment in securities, at value, including of securities on loan (Note 1):    
Unaffiliated issuers (identified cost $878,476,401)   $914,396,770  
Affiliated issuers (identified cost $51,748,870) (Note 6)   51,748,870  

Cash   1,985,893  

Foreign currency (cost $57,107) (Note 1)   54,607  

Dividends, interest and other receivables   8,752,818  

Receivable for investments sold   46,777,711  

Receivable for sales of delayed delivery securities (Note 1)   30,759,622  

Unrealized appreciation on swap contracts (Note 1)   34,950,030  

Unrealized appreciation on forward currency contracts (Note 1)   7,384,325  

Premium paid on swap contracts (Note 1)   17,178,121  

Total assets   1,113,988,767  
 
LIABILITIES    

Payable for variation margin (Note 1)   280,872  

Distributions payable to shareholders   4,260,750  

Payable for investments purchased   13,164,562  

Payable for purchases of delayed delivery securities (Note 1)   105,178,098  

Payable for compensation of Manager (Note 2)   1,462,613  

Payable for investor servicing fees (Note 2)   66,900  

Payable for custodian fees (Note 2)   66,277  

Payable for Trustee compensation and expenses (Note 2)   214,484  

Payable for administrative services (Note 2)   1,690  

Unrealized depreciation on forward currency contracts (Note 1)   3,704,672  

Written options outstanding, at value (premiums received $43,141,927) (Notes 1 and 3)   72,051,159  

Premium received on swap contracts (Note 1)   12,742,551  

Unrealized depreciation on swap contracts (Note 1)   32,696,524  

TBA sale commitments, at value (proceeds receivable $30,723,789) (Note 1)   30,784,453  

Collateral on certain derivative contracts, at value (Note 1)   19,041,166  

Other accrued expenses   194,942  

Total liabilities   295,911,713  
 
Net assets   $818,077,054  

 
REPRESENTED BY    

Paid-in capital (Unlimited shares authorized) (Notes 1 and 4)   $1,065,801,091  

Distributions in excess of net investment income (Note 1)   (10,769,072)  

Accumulated net realized loss on investments and foreign currency transactions (Note 1)   (249,152,707)  

Net unrealized appreciation of investments and assets and liabilities in foreign currencies   12,197,742  

Total — Representing net assets applicable to capital shares outstanding   $818,077,054  
 
COMPUTATION OF NET ASSET VALUE    

Net asset value per share    
($818,077,054 divided by 142,024,455 shares)   $5.76  

 

The accompanying notes are an integral part of these financial statements.

78



Statement of operations Year ended 7/31/12

INVESTMENT INCOME    

Interest (net of foreign tax of $82,868) (including interest income of $65,801 from investments    
in affiliated issuers) (Note 6)   $45,980,694  

Dividends   160,635  

Total investment income   46,141,329  
 
EXPENSES    

Compensation of Manager (Note 2)   5,784,561  

Investor servicing fees (Note 2)   406,383  

Custodian fees (Note 2)   161,236  

Trustee compensation and expenses (Note 2)   68,997  

Administrative services (Note 2)   25,846  

Other   672,738  

Total expenses   7,119,761  
 
Expense reduction (Note 2)   (647)  

Net expenses   7,119,114  
 
Net investment income   39,022,215  

 
Net realized loss on investments (Notes 1 and 3)   (39,025,251)  

Net realized loss on swap contracts (Note 1)   (52,392,494)  

Net realized gain on futures contracts (Note 1)   11,603,231  

Net realized loss on foreign currency transactions (Note 1)   (11,931,697)  

Net realized loss on written options (Notes 1 and 3)   (3,975,914)  

Net unrealized appreciation of assets and liabilities in foreign currencies during the year   3,377,635  

Net unrealized appreciation of investments, futures contracts, swap contracts, written options,    
and TBA sale commitments during the year   52,178,116  

Net loss on investments   (40,166,374)  
 
Net decrease in net assets resulting from operations   $(1,144,159)  

 

The accompanying notes are an integral part of these financial statements.

79



Statement of changes in net assets

DECREASE IN NET ASSETS   Year ended 7/31/12   Year ended 7/31/11  

Operations:      
Net investment income   $39,022,215   $64,236,589  

Net realized gain (loss) on investments      
and foreign currency transactions   (95,722,125)   57,957,330  

Net unrealized appreciation (depreciation) of investments      
and assets and liabilities in foreign currencies   55,555,751   (46,559,351)  

Net increase (decrease) in net assets resulting      
from operations   (1,144,159)   75,634,568  

Distributions to shareholders (Note 1):      
From ordinary income      
Net investment income   (48,835,107)   (95,470,350)  

From return of capital   (7,818,755)    

Increase in capital share transactions from reinvestment      
of distributions   1,471,508   7,024,055  

Total decrease in net assets   (56,326,513)   (12,811,727)  
 
NET ASSETS      

Beginning of year   874,403,567   887,215,294  

End of year (including distributions in excess of net      
investment income of $10,769,072 and undistributed net      
investment income of $24,219,272, respectively)   $818,077,054   $874,403,567  
 
NUMBER OF FUND SHARES      

Shares outstanding at beginning of year   141,775,790   140,677,816  

Shares issued in connection with reinvestment      
of distributions   248,665   1,097,974  

Shares outstanding at end of year   142,024,455   141,775,790  

 

The accompanying notes are an integral part of these financial statements.

80



Financial highlights (For a common share outstanding throughout the period)

PER-SHARE OPERATING PERFORMANCE            
  Year ended  

  7/31/12   7/31/11   7/31/10   7/31/09   7/31/08  

Net asset value, beginning of period   $6.17   $6.31   $5.73   $6.55   $7.10  
 
Investment operations:            

Net investment income a   .27   .45   .61   .30   .50  

Net realized and unrealized            
gain (loss) on investments   (.28)   .09   .81   (.64)   (.69)  

Total from investment operations   (.01)   .54   1.42   (.34)   (.19)  
 
Less distributions:            

From net investment income   (.34)   (.68)   (.84)   (.52)   (.42)  

From return of capital   (.06)          

Total distributions   (.40)   (.68)   (.84)   (.52)   (.42)  

Increase from shares repurchased         .04   .06  

Net asset value, end of period   $5.76   $6.17   $6.31   $5.73   $6.55  

Market price, end of period   $5.63   $6.09   $6.67   $5.37   $5.97  

Total return at market price (%) b   (0.63)   1.45   42.21   0.65   2.84  
 
RATIOS AND SUPPLEMENTAL DATA            

Net assets, end of period            
(in thousands)   $818,077   $874,404   $887,215   $803,324   $979,577  

Ratio of expenses to average            
net assets (%) c   .88   .85   .87 e   .93 e,f   .83 f  

Ratio of expenses to average            
net assets, excluding interest            
expense (%) c   .88   .85   .86   .88 f   .83 f  

Ratio of net investment income            
to average net assets (%)   4.80   7.16   9.78   5.92 f   7.20 f  

Portfolio turnover (%) d   153   294   85   230   134  

 

a Per share net investment income has been determined on the basis of the weighted average number of shares outstanding during the period.

b Total return assumes dividend reinvestment.

c Includes amounts paid through expense offset arrangements (Note 2).

d Portfolio turnover excludes TBA roll transactions.

e Includes interest accrued in connection with certain terminated derivatives contracts, which amounted to 0.01% and 0.05% of average net assets for the periods ended July 31, 2010 and July 31, 2009, respectively.

f Reflects waivers of certain fund expenses in connection with Putnam Prime Money Market Fund in effect during the period. As a result of such waivers, the expenses of the fund for the periods ended July 31, 2009 and July 31, 2008, reflect a reduction of less than 0.01% of average net assets, respectively.

The accompanying notes are an integral part of these financial statements.

81



Notes to financial statements 7/31/12

Within the following Notes to financial statements, references to “State Street” represent State Street Bank and Trust Company, references to “the SEC” represent the Securities and Exchange Commission and references to “Putnam Management” represent Putnam Investment Management, LLC, the fund’s manager, an indirect wholly-owned subsidiary of Putnam Investments, LLC. Unless otherwise noted, the “reporting period” represents the period from August 1, 2011 through July 31, 2012.

Putnam Premier Income Trust (the fund) is a non-diversified Massachusetts business trust, which is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. The investment objective of the fund is to seek high current income consistent with the preservation of capital by allocating its investments among the U.S. government sector, high yield sector and international sector of the fixed-income securities market.

In the normal course of business, the fund enters into contracts that may include agreements to indemnify another party under given circumstances. The fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be, but have not yet been, made against the fund. However, the fund’s management team expects the risk of material loss to be remote.

Note 1: Significant accounting policies

The following is a summary of significant accounting policies consistently followed by the fund in the preparation of its financial statements. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations. Actual results could differ from those estimates. Subsequent events after the Statement of assets and liabilities date through the date that the financial statements were issued have been evaluated in the preparation of the financial statements.

Security valuation Investments for which market quotations are readily available are valued at the last reported sales price on their principal exchange, or official closing price for certain markets, and are classified as Level 1 securities. If no sales are reported, as in the case of some securities traded over-the-counter, a security is valued at its last reported bid price and is generally categorized as a Level 2 security.

Investments in other open-end investment companies (excluding exchange traded funds), which are classified as Level 1 securities, are based on their net asset value. The net asset value of an investment company equals the total value of its assets less its liabilities and divided by the number of its outstanding shares. Shares are only valued as of the close of regular trading on the New York Stock Exchange each day that the exchange is open.

Market quotations are not considered to be readily available for certain debt obligations and other investments; such investments are valued on the basis of valuations furnished by an independent pricing service approved by the Trustees or dealers selected by Putnam Management. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities (which considers such factors as security prices, yields, maturities and ratings). These securities will generally be categorized as Level 2.

Many securities markets and exchanges outside the U.S. close prior to the close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the New York Stock Exchange. Accordingly, on certain days, the fund will fair value foreign equity securities taking into account multiple factors including movements in the U.S. securities markets, currency valuations and comparisons to the valuation of American Depository Receipts, exchange-traded funds and futures contracts. These securities, which would generally be classified as Level 1 securities, will be transferred to Level 2 of the fair value hierarchy when they are valued at fair value. The number of days on which fair value prices will be used will depend on market activity and it is possible that fair value prices will be used by the fund to a significant extent. Securities quoted in foreign currencies, if any, are translated into U.S. dollars at the current exchange rate.

To the extent a pricing service or dealer is unable to value a security or provides a valuation that Putnam Management does not believe accurately reflects the security’s fair value, the security will be valued at fair value by Putnam Management. Certain investments, including certain restricted and illiquid securities and derivatives, are

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also valued at fair value following procedures approved by the Trustees. These valuations consider such factors as significant market or specific security events such as interest rate or credit quality changes, various relationships with other securities, discount rates, U.S. Treasury, U.S. swap and credit yields, index levels, convexity exposures and recovery rates. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs.

Such valuations and procedures are reviewed periodically by the Trustees. Certain securities may be valued on the basis of a price provided by a single source. The fair value of securities is generally determined as the amount that the fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. By its nature, a fair value price is a good faith estimate of the value of a security in a current sale and does not reflect an actual market price, which may be different by a material amount.

Joint trading account Pursuant to an exemptive order from the SEC, the fund may transfer uninvested cash balances into a joint trading account along with the cash of other registered investment companies and certain other accounts managed by Putnam Management. These balances may be invested in issues of short-term investments having maturities of up to 90 days.

Repurchase agreements The fund, or any joint trading account, through its custodian, receives delivery of the underlying securities, the market value of which at the time of purchase is required to be in an amount at least equal to the resale price, including accrued interest. Collateral for certain tri-party repurchase agreements is held at the counterparty’s custodian in a segregated account for the benefit of the fund and the counterparty. Putnam Management is responsible for determining that the value of these underlying securities is at all times at least equal to the resale price, including accrued interest. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings.

Security transactions and related investment income Security transactions are recorded on the trade date (the date the order to buy or sell is executed). Gains or losses on securities sold are determined on the identified cost basis.

Interest income is recorded on the accrual basis. Dividend income, net of applicable withholding taxes, is recognized on the ex-dividend date except that certain dividends from foreign securities, if any, are recognized as soon as the fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital or capital gains, if any, are reflected as a reduction of cost and/or as a realized gain. All premiums/discounts are amortized/accreted on a yield-to-maturity basis.

Securities purchased or sold on a forward commitment or delayed delivery basis may be settled a month or more after the trade date; interest income is accrued based on the terms of the securities. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

The fund earned certain fees in connection with its senior loan purchasing activities. These fees are treated as market discount and are amortized into income in the Statement of operations.

Stripped securities The fund may invest in stripped securities which represent a participation in securities that may be structured in classes with rights to receive different portions of the interest and principal. Interest-only securities receive all of the interest and principal-only securities receive all of the principal. If the interest-only securities experience greater than anticipated prepayments of principal, the fund may fail to recoup fully its initial investment in these securities. Conversely, principal-only securities increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The market value of these securities is highly sensitive to changes in interest rates.

Foreign currency translation The accounting records of the fund are maintained in U.S. dollars. The market value of foreign securities, currency holdings, and other assets and liabilities is recorded in the books and records of the fund after translation to U.S. dollars based on the exchange rates on that day. The cost of each security is determined using historical exchange rates. Income and withholding taxes are translated at prevailing exchange rates when earned or incurred. The fund does not isolate that portion of realized or unrealized gains or losses resulting from changes in the foreign exchange rate on investments from fluctuations arising from changes in the market prices of the securities. Such gains and losses are included with the net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent net realized exchange gains or losses on closed forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of investment income and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized appreciation and depreciation of assets and liabilities in foreign

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currencies arise from changes in the value of open forward currency contracts and assets and liabilities other than investments at the period end, resulting from changes in the exchange rate.

Options contracts The fund uses options contracts to hedge duration, convexity and prepayment risk, to gain exposure to interest rates, to hedge against changes in values of securities it owns, owned or expects to own and to isolate prepayment risk.

The potential risk to the fund is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contracts, if interest or exchange rates move unexpectedly or if the counterparty to the contract is unable to perform. Realized gains and losses on purchased options are included in realized gains and losses on investment securities. If a written call option is exercised, the premium originally received is recorded as an addition to sales proceeds. If a written put option is exercised, the premium originally received is recorded as a reduction to the cost of investments.

Exchange traded options are valued at the last sale price or, if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by dealers.

Written option contracts outstanding at period end, if any, are listed after the fund’s portfolio. See Note 3 for the volume of written options contracts activity for the reporting period. The fund had an average contract amount of approximately $1,846,000,000 on purchased options contracts for the reporting period.

Futures contracts The fund uses futures contracts to hedge interest rate risk, to gain exposure to interest rates and to hedge prepayment risk.

The potential risk to the fund is that the change in value of futures contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contracts, if interest or exchange rates move unexpectedly or if the counterparty to the contract is unable to perform. With futures, there is minimal counterparty credit risk to the fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized on the Statement of assets and liabilities. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. The fund and the broker agree to exchange an amount of cash equal to the daily fluctuation in the value of the futures contract. Such receipts or payments are known as “variation margin.”

Futures contracts outstanding at period end, if any, are listed after the fund’s portfolio. The fund had an average of approximately 1,500 futures contracts outstanding for the reporting period.

Forward currency contracts The fund buys and sells forward currency contracts, which are agreements between two parties to buy and sell currencies at a set price on a future date. These contracts are used to hedge foreign exchange risk and to gain exposure on currency.

The U.S. dollar value of forward currency contracts is determined using current forward currency exchange rates supplied by a quotation service. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked to market daily and the change in market value is recorded as an unrealized gain or loss. The fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed when the contract matures or by delivery of the currency. The fund could be exposed to risk if the value of the currency changes unfavorably, if the counterparties to the contracts are unable to meet the terms of their contracts or if the fund is unable to enter into a closing position. Risks may exceed amounts recognized on the Statement of assets and liabilities.

Forward currency contracts outstanding at period end, if any, are listed after the fund’s portfolio. The fund had an average contract amount of approximately $790,500,000 on forward currency contracts for the reporting period.

Total return swap contracts The fund entered into total return swap contracts, which are arrangements to exchange a market linked return for a periodic payment, both based on a notional principal amount, to hedge sector exposure, to manage exposure to specific sectors or industries and to gain exposure to specific markets or countries.

To the extent that the total return of the security, index or other financial measure underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the fund will receive a payment from or make a payment to the counterparty. Total return swap contracts are marked to market daily based upon quotations from

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an independent pricing service or market makers and the change, if any, is recorded as an unrealized gain or loss. Payments received or made are recorded as realized gains or losses. Certain total return swap contracts may include extended effective dates. Payments related to these swap contracts are accrued based on the terms of the contract. The fund could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or in the price of the underlying security or index, the possibility that there is no liquid market for these agreements or that the counterparty may default on its obligation to perform. The fund’s maximum risk of loss from counterparty risk is the fair value of the contract. This risk may be mitigated by having a master netting arrangement between the fund and the counterparty. Risk of loss may exceed amounts recognized on the Statement of assets and liabilities.

Total return swap contracts outstanding at period end, if any, are listed after the fund’s portfolio. Outstanding notional amount on total return swap contracts at the close of the reporting period are indicative of the volume of activity during the reporting period.

Interest rate swap contracts The fund entered into interest rate swap contracts, which are arrangements between two parties to exchange cash flows based on a notional principal amount, to hedge interest rate risk and to gain exposure on interest rates. An interest rate swap can be purchased or sold with an upfront premium. An upfront payment received by the fund is recorded as a liability on the fund’s books. An upfront payment made by the fund is recorded as an asset on the fund’s books. Upfront payments are recorded as realized gains and losses at the closing of the contract. Interest rate swap contracts are marked to market daily based upon quotations from an independent pricing service or market makers and the change, if any, is recorded as an unrealized gain or loss. Payments received or made are recorded as realized gains or losses. Certain interest rate swap contracts may include extended effective dates. Payments related to these swap contracts are accrued based on the terms of the contract. The fund could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or if the counterparty defaults on its obligation to perform. The fund’s maximum risk of loss from counterparty risk is the fair value of the contract. This risk may be mitigated by having a master netting arrangement between the fund and the counterparty. Risk of loss may exceed amounts recognized on the Statement of assets and liabilities.

Interest rate swap contracts outstanding at period end, if any, are listed after the fund’s portfolio. The fund had an average notional amount of approximately $6,751,700,000 on interest rate swap contracts for the reporting period.

Credit default contracts The fund entered into credit default contracts to hedge credit risk and to gain exposure on individual names and/or baskets of securities.

In a credit default contract, the protection buyer typically makes an up front payment and a periodic stream of payments to a counterparty, the protection seller, in exchange for the right to receive a contingent payment upon the occurrence of a credit event on the reference obligation or all other equally ranked obligations of the reference entity. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring and obligation acceleration. An upfront payment received by the fund is recorded as a liability on the fund’s books. An upfront payment made by the fund is recorded as an asset on the fund’s books. Periodic payments received or paid by the fund are recorded as realized gains or losses. The credit default contracts are marked to market daily based upon quotations from an independent pricing service or market makers and the change, if any, is recorded as an unrealized gain or loss. Upon the occurrence of a credit event, the difference between the par value and market value of the reference obligation, net of any proportional amount of the upfront payment, is recorded as a realized gain or loss.

In addition to bearing the risk that the credit event will occur, the fund could be exposed to market risk due to unfavorable changes in interest rates or in the price of the underlying security or index or the possibility that the fund may be unable to close out its position at the same time or at the same price as if it had purchased the underlying reference obligations. In certain circumstances, the fund may enter into offsetting credit default contracts which would mitigate its risk of loss. Risks of loss may exceed amounts recognized on the Statement of assets and liabilities. The fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the contract. This risk may be mitigated by having a master netting arrangement between the fund and the counterparty. Where the fund is a seller of protection, the maximum potential amount of future payments the fund may be required to make is equal to the notional amount of the relevant credit default contract.

Credit default contracts outstanding, including their respective notional amounts at period end, if any, are listed after the fund’s portfolio. The fund had an average notional amount of approximately $28,900,000 on credit default swap contracts for the reporting period.

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Master agreements The fund is a party to ISDA (International Swaps and Derivatives Association, Inc.) Master Agreements (Master Agreements) with certain counterparties that govern over-the-counter derivative and foreign exchange contracts entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties’ general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the Master Agreements, collateral posted to the fund is held in a segregated account by the fund’s custodian and with respect to those amounts which can be sold or repledged, are presented in the fund’s portfolio. Collateral posted to the fund which cannot be sold or repledged totaled $37,654,438 at the close of the reporting period.

Collateral pledged by the fund is segregated by the fund’s custodian and identified in the fund’s portfolio. Collateral can be in the form of cash or debt securities issued by the U.S. Government or related agencies or other securities as agreed to by the fund and the applicable counterparty. Collateral requirements are determined based on the fund’s net position with each counterparty.

Termination events applicable to the fund may occur upon a decline in the fund’s net assets below a specified threshold over a certain period of time. Termination events applicable to counterparties may occur upon a decline in the counterparty’s long-term and short-term credit ratings below a specified level. In each case, upon occurrence, the other party may elect to terminate early and cause settlement of all derivative and foreign exchange contracts outstanding, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the fund’s counterparties to elect early termination could impact the fund’s future derivative activity.

At the close of the reporting period, the fund had a net liability position of $30,180,689 on derivative contracts subject to the Master Agreements. Collateral posted by the fund totaled $25,950,716.

TBA purchase commitments The fund may enter into TBA (to be announced) commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, it is anticipated that the amount of the commitments will not significantly differ from the principal amount. The fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the fund’s other assets. Unsettled TBA purchase commitments are valued at fair value of the underlying securities, according to the procedures described under “Security valuation” above. The contract is marked to market daily and the change in market value is recorded by the fund as an unrealized gain or loss.

Although the fund will generally enter into TBA purchase commitments with the intention of acquiring securities for its portfolio or for delivery pursuant to options contracts it has entered into, the fund may dispose of a commitment prior to settlement if Putnam Management deems it appropriate to do so.

TBA sale commitments The fund may enter into TBA sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as “cover” for the transaction.

Unsettled TBA sale commitments are valued at the fair value of the underlying securities, generally according to the procedures described under “Security valuation” above. The contract is marked to market daily and the change in market value is recorded by the fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting TBA purchase commitment, the fund realizes a gain or loss. If the fund delivers securities under the commitment, the fund realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. TBA sale commitments outstanding at period end, if any, are listed after the fund’s portfolio.

Interfund lending The fund, along with other Putnam funds, may participate in an interfund lending program pursuant to an exemptive order issued by the SEC. This program allows the fund to lend to other Putnam funds that permit such transactions. Interfund lending transactions are subject to each fund’s investment policies and borrowing and lending limits. Interest earned or paid on the interfund lending transaction will be based on the average of certain current market rates. During the reporting period, the fund did not utilize the program.

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Federal taxes It is the policy of the fund to distribute all of its taxable income within the prescribed time period and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the Code), applicable to regulated investment companies. It is also the intention of the fund to distribute an amount sufficient to avoid imposition of any excise tax under Section 4982 of the Code.

The fund is subject to the provisions of Accounting Standards Codification ASC 740 Income Taxes (ASC 740). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The fund did not have a liability to record for any unrecognized tax benefits in the accompanying financial statements. No provision has been made for federal taxes on income, capital gains or unrealized appreciation on securities held nor for excise tax on income and capital gains. Each of the fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

The fund may also be subject to taxes imposed by governments of countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned. In some cases, the fund may be entitled to reclaim all or a portion of such taxes, and such reclaim amounts, if any, are reflected as an asset on the fund’s books. In many cases, however, the fund may not receive such amounts for an extended period of time, depending on the country of investment.

At July 31, 2012, the fund had a capital loss carryover of $180,291,132 available to the extent allowed by the Code to offset future net capital gain, if any. The amounts of the carryovers and the expiration dates are:

Loss carryover

Short-term   Long-term   Total   Expiration  

$11,372,630   $—   $11,372,630   *  

6,338,093   N/A   6,338,093   July 31, 2015  

17,302,669   N/A   17,302,669   July 31, 2016  

58,742,308   N/A   58,742,308   July 31, 2017  

86,535,432   N/A   86,535,432   July 31, 2018  

 

* Under the Regulated Investment Company Modernization Act of 2010, the fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Pursuant to federal income tax regulations applicable to regulated investment companies, the fund has elected to defer certain capital losses of $52,624,870 recognized during the period from November 1, 2011 and July 31, 2012 to its fiscal year ending July 31, 2013.

Distributions to shareholders Distributions to shareholders from net investment income are recorded by the fund on the ex-dividend date. Distributions from capital gains, if any, are recorded on the ex-dividend date and paid at least annually. The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences include temporary and/or permanent differences of foreign currency gains and losses, late year loss deferrals, dividends payable, realized gains and losses on certain futures contracts, income on swap contracts and interest only securities. Reclassifications are made to the fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. For the reporting period ended, the fund reclassified $25,175,452 to decrease undistributed net investment income, $377,088 to increase paid-in-capital and $24,798,364 to decrease accumulated net realized losses.

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

Unrealized appreciation   $47,643,690  
Unrealized depreciation   (27,849,769)  

Net unrealized appreciation   19,793,921  
Capital loss carryforward   (180,291,132)  
Post-October capital loss deferral   (52,624,870)  
Cost for federal income tax purposes   $946,351,719  

 

Note 2: Management fee, administrative services and other transactions

The fund pays Putnam Management for management and investment advisory services quarterly based on the average net assets (including assets, but excluding liabilities, attributable to leverage for investment purposes) of the fund. The fee is based on the following annual rates: 0.75% of the first $500 million, 0.65% of the next $500 million, 0.60% of the next $500 million, and 0.55% of the next $5 billion, with additional breakpoints at higher asset levels.

Putnam Investments Limited (PIL), an affiliate of Putnam Management, is authorized by the Trustees to manage a separate portion of the assets of the fund as determined by Putnam Management from time to time. Putnam Management pays a quarterly sub-management fee to PIL for its services at an annual rate of 0.40% of the average net assets of the portion of the fund managed by PIL.

The fund reimburses Putnam Management an allocated amount for the compensation and related expenses of certain officers of the fund and their staff who provide administrative services to the fund. The aggregate amount of all such reimbursements is determined annually by the Trustees.

Custodial functions for the fund’s assets are provided by State Street. Custody fees are based on the fund’s asset level, the number of its security holdings and transaction volumes.

Putnam Investor Services, Inc., an affiliate of Putnam Management, provided investor servicing agent functions to the fund. Putnam Investor Services, Inc. was paid a monthly fee for investor servicing at an annual rate of 0.05% of the fund’s average net assets. The amounts incurred for investor servicing agent functions during the reporting period are included in Investor servicing fees in the Statement of operations.

The fund has entered into expense offset arrangements with Putnam Investor Services, Inc. and State Street whereby Putnam Investor Services, Inc. and State Street’s fees are reduced by credits allowed on cash balances. For the reporting period, the fund’s expenses were reduced by $647 under the expense offset arrangements.

Each independent Trustee of the fund receives an annual Trustee fee, of which $635, as a quarterly retainer, has been allocated to the fund, and an additional fee for each Trustees meeting attended. Trustees also are reimbursed for expenses they incur relating to their services as Trustees.

The fund has adopted a Trustee Fee Deferral Plan (the Deferral Plan) which allows the Trustees to defer the receipt of all or a portion of Trustees fees payable on or after July 1, 1995. The deferred fees remain invested in certain Putnam funds until distribution in accordance with the Deferral Plan.

The fund has adopted an unfunded noncontributory defined benefit pension plan (the Pension Plan) covering all Trustees of the fund who have served as a Trustee for at least five years and were first elected prior to 2004. Benefits under the Pension Plan are equal to 50% of the Trustee’s average annual attendance and retainer fees for the three years ended December 31, 2005. The retirement benefit is payable during a Trustee’s lifetime, beginning the year following retirement, for the number of years of service through December 31, 2006. Pension expense for the fund is included in Trustee compensation and expenses in the Statement of operations. Accrued pension liability is included in Payable for Trustee compensation and expenses in the Statement of assets and liabilities. The Trustees have terminated the Pension Plan with respect to any Trustee first elected after 2003.

Note 3: Purchases and sales of securities

During the reporting period, cost of purchases and proceeds from sales of investment securities other than short-term investments and TBA transactions aggregated $1,034,915,949 and $1,044,965,014, respectively. These figures include the cost of purchases and proceeds from sales of long-term U.S. government securities of $11,037,578 and $6,071,016, respectively.

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Written option transactions during the reporting period are summarized as follows:

    Written swap option   Written swap option  
    contract amounts   premiums received  

Written options outstanding at the   USD   1,542,893,294   $73,620,681  
beginning of the reporting period   CHF   146,640,000   160,099  

Options opened   USD   1,271,966,098   40,907,453  
  CHF      

Options exercised   USD   (815,013,934)   (25,969,083)  
  CHF      

Options expired   USD      
  CHF      

Options closed   USD   (1,166,785,560)   (45,417,124)  
  CHF   (146,640,000)   (160,099)  

Written options outstanding at the   USD   833,059,898   $43,141,927  
end of the reporting period   CHF      

 

Note 4: Shares repurchased

In September 2011, the Trustees approved the renewal of the repurchase program to allow the fund to repurchase up to 10% of its outstanding common shares over the 12-month period ending October 7, 2012 (based on shares outstanding as of October 7, 2011). Prior to this renewal, the Trustees had approved a repurchase program to allow the fund to repurchase up to 10% of its outstanding common shares over the 12-month period ending October 7, 2011 (based on shares outstanding as of October 7, 2010). Repurchases are made when the fund’s shares are trading at less than net asset value and in accordance with procedures approved by the fund’s Trustees.

For the reporting period, the fund did not repurchase any of its outstanding common shares.

At the close of the reporting period, Putnam Investments, LLC owned approximately 1,262 shares of the fund (less than 0.01% of the fund’s shares outstanding), valued at $7,103.

In September 2012, the Trustees approved the renewal of the repurchase program of the fund to repurchase up to 10% of its outstanding common shares over the 12-month period ending October 7, 2013 (based on shares outstanding as of October 7, 2012).

Note 5: Summary of derivative activity

The following is a summary of the market values of derivative instruments as of the close of the reporting period:

Market values of derivative instruments as of the close of the reporting period

  Asset derivatives   Liability derivatives  

Derivatives not          
accounted for as   Statement of     Statement of    
hedging instruments   assets and     assets and    
under ASC 815   liabilities location   Market value   liabilities location   Market value  

Credit contracts   Receivables   $1,228,441   Payables   $423,484  

Foreign exchange          
contracts   Receivables   7,384,325   Payables   3,704,672  

Equity contracts   Investments   40,774   Payables    

  Investments,        
  Receivables, Net        
  assets — Unrealized     Payables, Net assets —    
Interest rate contracts   appreciation   132,895,499*   Unrealized depreciation   117,340,614*  

Total     $141,549,039     $121,468,770  

 

* Includes cumulative appreciation/depreciation of futures contracts as reported in The fund’s portfolio. Only current day’s variation margin is reported within the Statement of assets and liabilities.

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The following is a summary of realized and change in unrealized gains or losses of derivative instruments on the Statement of operations for the reporting period (see Note 1):

Amount of realized gain or (loss) on derivatives recognized in net gain or (loss) on investments

Derivatives not accounted       Forward      
for as hedging instruments       currency      
under ASC 815   Options   Futures   contracts   Swaps   Total  

Credit contracts   $—   $—   $—   $(680,607)   $(680,607)  

Foreign exchange            
contracts       (12,025,646)     $(12,025,646)  

Interest rate contracts   (34,957,530)   11,603,231     (51,711,887)   $(75,066,186)  

Total   $(34,957,530)   $11,603,231   $(12,025,646)   $(52,392,494)   $(87,772,439)  

 

Change in unrealized appreciation or (depreciation) on derivatives recognized in net gain or (loss) on investments

 

Derivatives not              
accounted for as         Forward      
hedging instruments         currency      
under ASC 815   Options   Warrants†   Futures   contracts   Swaps   Total  

Credit contracts   $—   $—   $—   $—   $944,436   $944,436  

Foreign exchange              
contracts         3,473,551     $3,473,551  

Equity contracts     (12,246)         $(12,246)  

Interest rate contracts   (1,681,750)     827,938     42,891,427   $42,037,615  

Total   $(1,681,750)   $(12,246)   $827,938   $3,473,551   $43,835,863   $46,443,356  

 

† For the reporting period, the transaction volume for warrants was minimal.

Note 6: Investment in Putnam Money Market Liquidity Fund

The fund invested in Putnam Money Market Liquidity Fund, an open-end management investment company managed by Putnam Management. Investments in Putnam Money Market Liquidity Fund are valued at its closing net asset value each business day. Income distributions earned by the fund are recorded as interest income in the Statement of operations and totaled $65,801 for the reporting period. During the reporting period, cost of purchases and proceeds of sales of investments in Putnam Money Market Liquidity Fund aggregated $521,152,006 and $617,808,899, respectively. Management fees charged to Putnam Money Market Liquidity Fund have been waived by Putnam Management.

Note 7: Senior loan commitments

Senior loans are purchased or sold on a when-issued or delayed delivery basis and may be settled a month or more after the trade date, which from time to time can delay the actual investment of available cash balances; interest income is accrued based on the terms of the securities. Senior loans can be acquired through an agent, by assignment from another holder of the loan, or as a participation interest in another holder’s portion of the loan. When the fund invests in a loan or participation, the fund is subject to the risk that an intermediate participant between the fund and the borrower will fail to meet its obligations to the fund, in addition to the risk that the borrower under the loan may default on its obligations.

Note 8: Market, credit and other risks

In the normal course of business, the fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the contracting party to the transaction to perform (credit risk). The fund may be exposed to additional credit risk that an institution or other entity with which the fund has unsettled or open transactions will default. Investments in foreign securities involve certain risks, including those related to economic instability, unfavorable political developments, and currency fluctuations. The fund may invest in higher yielding, lower rated bonds that may have a higher rate of default. The fund may invest a significant portion of its assets in securitized debt instruments, including mortgage-backed and

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asset-backed investments. The yields and values of these investments are sensitive to changes in interest rates, the rate of principal payments on the underlying assets and the market’s perception of the issuers. The market for these investments may be volatile and limited, which may make them difficult to buy or sell.

Note 9: New accounting pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011–04 “Fair Value Measurements and Disclosures (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” . ASU 2011–04 amends FASB Topic 820 “Fair Value Measurement” and seeks to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP. ASU 2011–04 is effective for fiscal years and interim periods beginning after December 15, 2011. The application of ASU 2011–04 did not have a material impact on the fund’s financial statements.

In December 2011, the FASB issued ASU No. 2011–11 “Disclosures about Offsetting Assets and Liabilities” . The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. Putnam Management is currently evaluating the application of ASU 2011–11 and its impact, if any, on the fund’s financial statements.

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Federal tax information (Unaudited)

For the reporting period, a portion of the fund’s distribution represents a return of capital and is therefore not taxable to shareholders.

For the reporting period ended, pursuant to §871(k) of the Internal Revenue Code, the fund hereby designates $36,124,300 of distributions paid as qualifying to be taxed as interest-related dividends, and no monies to be taxed as short-term capital gain dividends for nonresident alien shareholders.

The Form 1099 that will be mailed to you in January 2013 will show the tax status of all distributions paid to your account in calendar 2012.

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Shareholder meeting results (Unaudited)

January 26, 2012 annual meeting

At the meeting, each of the nominees for Trustees was elected, as follows:

  Votes for   Votes withheld  

Ravi Akhoury   118,279,552   4,046,338  

Barbara M. Baumann   118,442,711   3,883,180  

Jameson A. Baxter   118,389,697   3,936,194  

Charles B. Curtis   118,280,747   4,045,144  

Robert J. Darretta   118,458,063   3,867,828  

John A. Hill   118,373,477   3,952,413  

Paul L. Joskow   118,404,043   3,921,848  

Elizabeth T. Kennan   118,104,131   4,221,760  

Kenneth R. Leibler   118,448,880   3,877,011  

George Putnam, III   117,778,383   4,547,508  

Robert E. Patterson   118,345,648   3,980,243  

Robert L. Reynolds   118,429,363   3,896,528  

W. Thomas Stephens   118,312,602   4,013,288  

 

All tabulations are rounded to the nearest whole number.

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About the Trustees

Independent Trustees

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* Mr. Reynolds is an “interested person” (as defined in the Investment Company Act of 1940) of the fund, Putnam Management, and Putnam Retail Management. He is President and Chief Executive Officer of Putnam Investments, as well as the President of your fund and each of the other Putnam funds.

The address of each Trustee is One Post Office Square, Boston, MA 02109.

As of July 31, 2012, there were 109 Putnam funds. All Trustees serve as Trustees of all Putnam funds.

Each Trustee serves for an indefinite term, until his or her resignation, retirement at age 75, removal, or death.

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Officers

In addition to Robert L. Reynolds, the other officers of the fund are shown below:

Jonathan S. Horwitz (Born 1955)   Janet C. Smith (Born 1965)  
Executive Vice President, Principal Executive   Vice President, Principal Accounting Officer,  
Officer, and Compliance Liaison   and Assistant Treasurer  
Since 2004   Since 2007  
  Director of Fund Administration Services,  
Steven D. Krichmar (Born 1958)   Putnam Investments and Putnam Management  
Vice President and Principal Financial Officer  
Since 2002   Susan G. Malloy (Born 1957)  
Chief of Operations, Putnam Investments and   Vice President and Assistant Treasurer  
Putnam Management   Since 2007  
  Director of Accounting & Control Services,  
Robert T. Burns (Born 1961)   Putnam Management  
Vice President and Chief Legal Officer  
Since 2011   James P. Pappas (Born 1953)  
General Counsel, Putnam Investments and   Vice President  
Putnam Management   Since 2004  
  Director of Trustee Relations,  
Robert R. Leveille (Born 1969)   Putnam Investments and Putnam Management  
Vice President and Chief Compliance Officer  
Since 2007   Mark C. Trenchard (Born 1962)  
Chief Compliance Officer, Putnam Investments,   Vice President and BSA Compliance Officer  
Putnam Management, and Putnam Retail   Since 2002  
Management   Director of Operational Compliance,  
  Putnam Investments and Putnam  
Michael J. Higgins (Born 1976)   Retail Management  
Vice President and Treasurer  
Since 2010   Judith Cohen (Born 1945)  
Manager of Finance, Dunkin’ Brands (2008–   Vice President, Clerk, and Associate Treasurer  
2010); Senior Financial Analyst, Old Mutual Asset   Since 1993  
Management (2007–2008); Senior Financial  
Analyst, Putnam Investments (1999–2007)   Nancy E. Florek (Born 1957)  
  Vice President, Proxy Manager, Assistant Clerk,  
  and Associate Treasurer  
Since 2000  

 

The principal occupations of the officers for the past five years have been with the employers as shown above although in some cases, they have held different positions with such employers. The address of each Officer is One Post Office Square, Boston, MA 02109.

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The Putnam family of funds

The following is a list of Putnam’s open-end mutual funds offered to the public. Investors should carefully consider the investment objective, risks, charges, and expenses of a fund before investing. For a prospectus, or a summary prospectus if available, containing this and other information for any Putnam fund or product, call your financial advisor at 1-800-225-1581 and ask for a prospectus. Please read the prospectus carefully before investing.

Growth   Income  
Growth Opportunities Fund   American Government Income Fund  
International Growth Fund   Diversified Income Trust  
Multi-Cap Growth Fund   Floating Rate Income Fund  
Small Cap Growth Fund   Global Income Trust  
Voyager Fund   High Yield Advantage Fund  
High Yield Trust  
Blend   Income Fund  
Asia Pacific Equity Fund   Money Market Fund*  
Capital Opportunities Fund   Short Duration Income Fund  
Capital Spectrum Fund   U.S. Government Income Trust  
Emerging Markets Equity Fund  
Equity Spectrum Fund   Tax-free income  
Europe Equity Fund   AMT-Free Municipal Fund  
Global Equity Fund   Tax Exempt Income Fund  
International Capital Opportunities Fund   Tax Exempt Money Market Fund*  
International Equity Fund   Tax-Free High Yield Fund  
Investors Fund  
Multi-Cap Core Fund   State tax-free income funds:  
Research Fund   Arizona, California, Massachusetts, Michigan,  
Minnesota, New Jersey, New York, Ohio,  
Value   and Pennsylvania.  
Convertible Securities Fund  
Equity Income Fund   Absolute Return  
George Putnam Balanced Fund   Absolute Return 100 Fund  
The Putnam Fund for Growth and Income   Absolute Return 300 Fund  
International Value Fund   Absolute Return 500 Fund  
Multi-Cap Value Fund   Absolute Return 700 Fund  
Small Cap Value Fund    

 

* An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

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Global Sector   Putnam RetirementReady Funds — portfolios  
Global Consumer Fund   with automatically adjusting allocations to  
Global Energy Fund   stocks, bonds, and money market instruments,  
Global Financials Fund   becoming more conservative over time.  
Global Health Care Fund  
Global Industrials Fund   RetirementReady 2055 Fund  
Global Natural Resources Fund   RetirementReady 2050 Fund  
Global Sector Fund   RetirementReady 2045 Fund  
Global Technology Fund   RetirementReady 2040 Fund  
Global Telecommunications Fund   RetirementReady 2035 Fund  
Global Utilities Fund   RetirementReady 2030 Fund  
RetirementReady 2025 Fund  
Asset Allocation   RetirementReady 2020 Fund  
Putnam Global Asset Allocation Funds   RetirementReady 2015 Fund  
portfolios with allocations to stocks, bonds,  
and money market instruments that are   Putnam Retirement Income Lifestyle  
adjusted dynamically within specified ranges   Funds — portfolios with managed  
as market conditions change.   allocations to stocks, bonds, and money  
market investments to generate  
Dynamic Asset Allocation Balanced Fund   retirement income.  
Prior to November 30, 2011, this fund was known as    
Putnam Asset Allocation: Balanced Portfolio.   Retirement Income Fund Lifestyle 1  
Dynamic Asset Allocation   Retirement Income Fund Lifestyle 2  
Conservative Fund   Retirement Income Fund Lifestyle 3  
Prior to November 30, 2011, this fund was known as    
Putnam Asset Allocation: Conservative Portfolio.    
Dynamic Asset Allocation Growth Fund    
Prior to November 30, 2011, this fund was known as    
Putnam Asset Allocation: Growth Portfolio.    
Dynamic Risk Allocation Fund    

 

A short-term trading fee of 1% may apply to redemptions or exchanges from certain funds within the time period specified in the fund's prospectus.

Check your account balances and the most recent month-end performance in the Individual Investors section at putnam.com.

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Fund information

Founded 75 years ago, Putnam Investments was built around the concept that a balance between risk and reward is the hallmark of a well-rounded financial program. We manage over 100 funds across income, value, blend, growth, asset allocation, absolute return, and global sector categories.

Investment Manager   Robert J. Darretta   Michael J. Higgins  
Putnam Investment   Katinka Domotorffy   Vice President and Treasurer  
Management, LLC   John A. Hill    
One Post Office Square   Paul L. Joskow   Janet C. Smith  
Boston, MA 02109   Elizabeth T. Kennan   Vice President,  
  Kenneth R. Leibler   Principal Accounting Officer,  
Investment Sub-Manager   Robert E. Patterson   and Assistant Treasurer  
Putnam Investments Limited   George Putnam, III    
57–59 St James’s Street   Robert L. Reynolds   Susan G. Malloy  
London, England SW1A 1LD   W. Thomas Stephens   Vice President and  
    Assistant Treasurer  
Marketing Services   Officers    
Putnam Retail Management   Robert L. Reynolds   James P. Pappas  
One Post Office Square   President   Vice President  
Boston, MA 02109    
  Jonathan S. Horwitz   Mark C. Trenchard  
Custodian   Executive Vice President,   Vice President and  
State Street Bank   Principal Executive Officer,   BSA Compliance Officer  
and Trust Company   and Compliance Liaison    
  Judith Cohen  
Legal Counsel   Steven D. Krichmar   Vice President, Clerk,  
Ropes & Gray LLP   Vice President and   and Associate Treasurer  
  Principal Financial Officer    
Independent Registered   Nancy E. Florek  
Public Accounting Firm   Robert T. Burns   Vice President, Proxy Manager,  
KPMG LLP   Vice President and   Assistant Clerk, and  
  Chief Legal Officer   Associate Treasurer  
Trustees  
Jameson A. Baxter, Chair   Robert R. Leveille    
Liaquat Ahamed   Vice President and    
Ravi Akhoury   Chief Compliance Officer    
Barbara M. Baumann    
Charles B. Curtis      

 

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Call 1-800-225-1581 Monday through Friday between 8:00 a.m. and 8:00 p.m. Eastern Time, or visit putnam.com anytime for up-to-date information about the fund’s NAV.

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Item 2. Code of Ethics:

(a) The Fund’s principal executive, financial and accounting officers are employees of Putnam Investment Management, LLC, the Fund's investment manager. As such they are subject to a comprehensive Code of Ethics adopted and administered by Putnam Investments which is designed to protect the interests of the firm and its clients. The Fund has adopted a Code of Ethics which incorporates the Code of Ethics of Putnam Investments with respect to all of its officers and Trustees who are employees of Putnam Investment Management, LLC. For this reason, the Fund has not adopted a separate code of ethics governing its principal executive, financial and accounting officers.

(c) In May 2008, the Code of Ethics of Putnam Investment Management, LLC was updated in its entirety to include the amendments adopted in August 2007 as well as a several additional technical, administrative and non-substantive changes. In May of 2009, the Code of Ethics of Putnam Investment Management, LLC was amended to reflect that all employees will now be subject to a 90-day blackout restriction on holding Putnam open-end funds, except for portfolio managers and their supervisors (and each of their immediate family members), who will be subject to a one-year blackout restriction on the funds that they manage or supervise. In June 2010, the Code of Ethics of Putnam Investments was updated in its entirety to include the amendments adopted in May of 2009 and to change certain rules and limits contained in the Code of Ethics. In addition, the updated Code of Ethics included numerous technical, administrative and non-substantive changes, which were intended primarily to make the document easier to navigate and understand. In July 2011, the Code of Ethics of Putnam Investments was updated to reflect several technical, administrative and non-substantive changes resulting from changes in employee titles.

Item 3. Audit Committee Financial Expert:

The Funds' Audit and Compliance 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 Trustees believe that each of the members of the Audit and Compliance Committee also possess a combination of knowledge and experience with respect to financial accounting matters, as well as other attributes, that qualify them for service on the Committee. In addition, the Trustees have determined that each of Mr. Leibler, Mr. Hill, Mr. Darretta and Ms. Baumann qualifies as an "audit committee financial expert" (as such term has been defined by the Regulations) based on their review of his or her pertinent experience and education. The SEC has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR 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 and Compliance Committee and the Board of Trustees in the absence of such designation or identification.

Item 4. Principal Accountant Fees and Services:



The following table presents fees billed in each of the last two fiscal years for services rendered to the fund by the fund’s independent auditor:

Fiscal     Audit-      
year   Audit   Related   Tax   All Other  
ended   Fees   Fees   Fees   Fees  

July 31, 2012   $158,194   $--   $6,300   $-  

July 31, 2011   $96,074   $--   $6,100   $-  



For the fiscal years ended July 31, 2012 and July 31, 2011, the fund’s independent auditor billed aggregate non-audit fees in the amounts of
$6,300 and $6,100 respectively, to the fund, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund.

Audit Fees represent fees billed for the fund's last two fiscal years relating to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees represent fees billed in the fund’s last two fiscal years for services traditionally performed by the fund’s auditor, including accounting consultation for proposed transactions or concerning financial accounting and reporting standards and other audit or attest services not required by statute or regulation.

Tax Fees represent fees billed in the fund’s last two fiscal years for tax compliance, tax planning and tax advice services. Tax planning and tax advice services include assistance with tax audits, employee benefit plans and requests for rulings or technical advice from taxing authorities.

Pre-Approval Policies of the Audit and Compliance Committee. The Audit and Compliance Committee of the Putnam funds has determined that, as a matter of policy, all work performed for the funds by the funds’ independent auditors will be pre-approved by the Committee itself and thus will generally not be subject to pre-approval procedures.

The Audit and Compliance Committee also has adopted a policy to pre-approve the engagement by Putnam Management and certain of its affiliates of the funds’ independent auditors, even in circumstances where pre-approval is not required by applicable law. Any such requests by Putnam Management or certain of its affiliates are typically submitted in writing to the Committee and explain, among other things, the nature of the proposed engagement, the estimated fees, and why this work should be performed by that particular audit firm as opposed to another one. In reviewing such requests, the Committee considers, among other things, whether the provision of such services by the audit firm are compatible with the independence of the audit firm.



The following table presents fees billed by the fund’s independent auditor for services required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

Fiscal   Audit-     All   Total  
year   Related   Tax   Other   Non-Audit  
ended   Fees   Fees   Fees   Fees  

July 31, 2012   $ -   $ -   $ -   $ -  

July 31, 2011   $ -   $ -   $ -   $ -  

 

Item 5. Audit Committee of Listed Registrants

(a) The fund has a separately-designated Audit and Compliance Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit and Compliance Committee of the fund's Board of Trustees is composed of the following persons:

Kenneth R. Leibler (Chairperson)
Robert J. Darretta
John A. Hill
Barbara M. Baumann
Charles B. Curtis

(b) Not applicable

Item 6. Schedule of Investments:

The registrant’s schedule of investments in unaffiliated issuers is included in the report to shareholders in Item 1 above.

Item 7. Disclosure of Proxy Voting Policies and Procedures For Closed-End Management Investment Companies:



Proxy voting guidelines of the Putnam funds  

 

The proxy voting guidelines below summarize the funds’ positions on various issues of concern to investors, and give a general indication of how fund portfolio securities will be voted on proposals dealing with particular issues. The funds’ proxy voting service is instructed to vote all proxies relating to fund portfolio securities in accordance with these guidelines, except as otherwise instructed by the Proxy Manager, a member of the Office of the Trustees who is appointed to assist in the coordination and voting of the funds’ proxies.

The proxy voting guidelines are just that – guidelines. The guidelines are not exhaustive and do not address all potential voting issues. Because the circumstances of individual companies are so varied, there may be instances when the funds do not vote in strict adherence to these guidelines. For example, the proxy voting service is expected to bring to the Proxy Manager’s attention proxy questions that are company-specific and of a non-routine nature and that, even if covered by the guidelines, may be more appropriately handled on a case-by-case basis.

Similarly, Putnam Management’s investment professionals, as part of their ongoing review and analysis of all fund portfolio holdings, are responsible for monitoring significant corporate developments, including proxy proposals submitted to shareholders, and notifying the Proxy Manager of circumstances where the interests of fund shareholders may warrant a vote contrary to these guidelines. In such instances, the investment professionals submit a written recommendation to the Proxy Manager and the person or persons designated by Putnam Management’s Legal and Compliance Department to assist in processing referral items under the funds’ “Proxy Voting Procedures.” The Proxy Manager, in consultation with the funds’ Executive Vice President and/or the Chair of the Board Policy and Nominating Committee, as appropriate, will determine how the funds’ proxies will be voted. When indicated, the Chair of the Board Policy and Nominating Committee may consult with other members of the Committee or the full Board of Trustees.

The following guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals submitted by management and approved and recommended by a company’s board of directors. Part II deals with proposals submitted by shareholders. Part III addresses unique considerations pertaining to non-U.S. issuers.

The Trustees of the Putnam funds are committed to promoting strong corporate governance practices and encouraging corporate actions that enhance shareholder value through the judicious voting of the funds’ proxies. It is the funds’ policy to vote their proxies at all shareholder meetings where it is practicable to do so. In furtherance of this, the funds’ have requested that their securities lending agent recall each domestic issuer’s voting securities that are on loan, in advance of the record date for the issuer’s shareholder meetings, so that the funds may vote at the meetings.

The Putnam funds will disclose their proxy votes not later than August 31 of each year for the most recent 12-month period ended June 30, in accordance with the timetable established by SEC rules.



I. BOARD-APPROVED PROPOSALS

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself (sometimes referred to as “management proposals”), which have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies and of the funds’ intent to hold corporate boards accountable for their actions in promoting shareholder interests, the funds’ proxies generally will be voted for the decisions reached by majority independent boards of directors, except as otherwise indicated in these guidelines. Accordingly, the funds’ proxies will be voted for board-approved proposals, except as follows:

Matters relating to the Board of Directors

Uncontested Election of Directors

The funds’ proxies will be voted for the election of a company’s nominees for the board of directors, except as follows:

The funds will withhold votes from the entire board of directors if

the board does not have a majority of independent directors,

the board has not established independent nominating, audit, and compensation committees,

the board has more than 19 members or fewer than five members, absent special circumstances,

the board has not acted to implement a policy requested in a shareholder proposal that received the support of a majority of the shares of the company cast at its previous two annual meetings, or

the board has adopted or renewed a shareholder rights plan (commonly referred to as a “poison pill”) without shareholder approval during the current or prior calendar year.

The funds will on a case-by-case basis withhold votes from the entire board of directors, or from particular directors as may be appropriate, if the board has approved compensation arrangements for one or more company executives that the funds determine are unreasonably excessive relative to the company’s performance or has otherwise failed to observe good corporate governance practices.



The funds will withhold votes from any nominee for director:

who is considered an independent director by the company and who has received compensation within the last three years from the company other than for service as a director ( e.g. , investment banking, consulting, legal, or financial advisory fees),

who attends less than 75% of board and committee meetings without valid reasons for the absences ( e.g. , illness, personal emergency, etc.),

of a public company (Company A) who is employed as a senior executive of another company (Company B), if a director of Company B serves as a senior executive of Company A (commonly referred to as an “interlocking directorate”), or

who serves on more than five unaffiliated public company boards (for the purpose of this guideline, boards of affiliated registered investment companies will count as one board).

Commentary :

Board independence : Unless otherwise indicated, for the purposes of determining whether a board has a majority of independent directors and independent nominating, audit, and compensation committees, an “independent director” is a director who (1) meets all requirements to serve as an independent director of a company under the NYSE Corporate Governance Rules ( e.g. , no material business relationships with the company and no present or recent employment relationship with the company including employment of an immediate family member as an executive officer), and (2) has not within the last three years accepted directly or indirectly any consulting, advisory, or other compensatory fee from the company other than in his or her capacity as a member of the board of directors or any board committee. The funds’ Trustees believe that the recent ( i.e. , within the last three years) receipt of any amount of compensation for services other than service as a director raises significant independence issues.

Board size : The funds’ Trustees believe that the size of the board of directors can have a direct impact on the ability of the board to govern effectively. Boards that have too many members can be unwieldy and ultimately inhibit their ability to oversee management performance. Boards that have too few members can stifle innovation and lead to excessive influence by management.

Time commitment : Being a director of a company requires a significant time commitment to adequately prepare for and attend the company’s board and committee meetings. Directors must be able to commit the time and attention necessary to perform their fiduciary duties in proper fashion, particularly in times of crisis. The funds’ Trustees are concerned about over-committed directors. In some cases, directors may serve on too many boards to make a meaningful contribution. This may be particularly true for senior executives of public companies (or other directors with substantially full-time employment) who serve on more than a few outside boards. The funds may withhold votes from such directors on a case-by-case basis where it appears that they may be unable to discharge their duties properly because of excessive commitments.



Interlocking directorships : The funds’ Trustees believe that interlocking directorships are inconsistent with the degree of independence required for outside directors of public companies.

Corporate governance practices : Board independence depends not only on its members’ individual relationships, but also on the board’s overall attitude toward management. Independent boards are committed to good corporate governance practices and, by providing objective independent judgment, enhancing shareholder value. The funds may withhold votes on a case-by-case basis from some or all directors who, through their lack of independence or otherwise, have failed to observe good corporate governance practices or, through specific corporate action, have demonstrated a disregard for the interests of shareholders. Such instances may include cases where a board of directors has approved compensation arrangements for one or more members of management that, in the judgment of the funds’ Trustees, are excessive by reasonable corporate standards relative to the company’s record of performance. It may also represent a disregard for the interests of shareholders if a board of directors fails to register an appropriate response when a director who fails to win the support of a majority of shareholders in an election (sometimes referred to as a “rejected director”) continues to serve on the board. While the Trustees recognize that it may in some circumstances be appropriate for a rejected director to continue his or her service on the board, steps should be taken to address the concerns reflected by the shareholders’ lack of support for the rejected director.

Contested Elections of Directors

The funds will vote on a case-by-case basis in contested elections of directors.

Classified Boards

The funds will vote against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by this structure.

Commentary : Under a typical classified board structure, the directors are divided into three classes, with each class serving a three-year term. The classified board structure results in directors serving staggered terms, with usually only a third of the directors up for re-election at any given annual meeting. The funds’ Trustees generally believe that it is appropriate for directors to stand for election each year, but recognize that, in special circumstances, shareholder interests may be better served under a classified board structure.

Other Board-Related Proposals

The funds will generally vote for proposals that have been approved by a majority independent board, and on a case-by-case basis on proposals that have been approved by a board that fails to meet the guidelines’ basic independence standards ( i.e. , majority of independent directors and independent nominating, audit, and compensation committees).



Executive Compensation

The funds generally favor compensation programs that relate executive compensation to a company’s long-term performance. The funds will vote on a case- by-case basis on board-approved proposals relating to executive compensation, except as follows:

Except where the funds are otherwise withholding votes for the entire board of directors, the funds will vote for stock option and restricted stock plans that will result in an average annual dilution of 1.67% or less (based on the disclosed term of the plan and including all equity-based plans).

The funds will vote against stock option and restricted stock plans that will result in an average annual dilution of greater than 1.67% (based on the disclosed term of the plan and including all equity-based plans).

The funds will vote against any stock option or restricted stock plan where the company’s actual grants of stock options and restricted stock under all equity-based compensation plans during the prior three (3) fiscal years have resulted in an average annual dilution of greater than 1.67%.

The funds will vote against stock option plans that permit the replacing or repricing of underwater options (and against any proposal to authorize a replacement or repricing of underwater options).

The funds will vote against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

Except where the funds are otherwise withholding votes for the entire board of directors, the funds will vote for an employee stock purchase plan that has the following features: (1) the shares purchased under the plan are acquired for no less than 85% of their market value; (2) the offering period under the plan is 27 months or less; and (3) dilution is 10% or less.

The funds will vote for proposals to approve a company’s executive compensation program ( i.e., “say on pay” proposals in which the company’s board proposes that shareholders indicate their support for the company’s compensation philosophy, policies, and practices), except that the funds will vote on a case-by-case basis if the company is assigned to the lowest category, through independent third party benchmarking performed by the funds’ proxy voting service, for the correlation of the company’s executive compensation program with its performance.

The funds will vote for bonus plans under which payments are treated as performance-based compensation that is deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, except that the funds will vote on a case-by-case basis if any of the following circumstances exist:

the award pool or amount per employee under the plan is unlimited, or



the plan’s performance criteria is undisclosed, or

the company is assigned to the lowest category, through independent third party benchmarking performed by the funds’ proxy voting service, for the correlation of the company’s executive compensation program with its performance.

Commentary : Companies should have compensation programs that are reasonable and that align shareholder and management interests over the longer term. Further, disclosure of compensation programs should provide absolute transparency to shareholders regarding the sources and amounts of, and the factors influencing, executive compensation. Appropriately designed equity-based compensation plans can be an effective way to align the interests of long-term shareholders with the interests of management. However, the funds may vote against these or other executive compensation proposals on a case-by-case basis where compensation is excessive by reasonable corporate standards, where a company fails to provide transparent disclosure of executive compensation, or, in some instances, where independent third-party benchmarking indicates that compensation is inadequately correlated with performance, relative to peer companies. (Examples of excessive executive compensation may include, but are not limited to, equity incentive plans that exceed the dilution criteria noted above, excessive perquisites, performance-based compensation programs that do not properly correlate reward and performance, “golden parachutes” or other severance arrangements that present conflicts between management’s interests and the interests of shareholders, and “golden coffins” or unearned death benefits.) In voting on a proposal relating to executive compensation, the funds will consider whether the proposal has been approved by an independent compensation committee of the board.

Capitalization

Many proxy proposals involve changes in a company’s capitalization, including the authorization of additional stock, the issuance of stock, the repurchase of outstanding stock, or the approval of a stock split. The management of a company’s capital structure involves a number of important issues, including cash flow, financing needs, and market conditions that are unique to the circumstances of the company. As a result, the funds will vote on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization, except that where the funds are not otherwise withholding votes from the entire board of directors:

The funds will vote for proposals relating to the authorization and issuance of additional common stock (except where such proposals relate to a specific transaction).

The funds will vote for proposals to effect stock splits (excluding reverse stock splits).

The funds will vote for proposals authorizing share repurchase programs.

Commentary : A company may decide to authorize additional shares of common stock for reasons relating to executive compensation or for routine business purposes. For the most part, these decisions are best left to the board of directors and senior management. The funds will vote on a case-by-case basis, however, on other proposals to change a company’s capitalization, including the authorization of common stock with special voting rights, the authorization or issuance of common stock in connection with a specific transaction ( e.g. , an acquisition, merger or



reorganization), or the authorization or issuance of preferred stock. Actions such as these involve a number of considerations that may affect a shareholder’s investment and that warrant a case-by-case determination.

Acquisitions, Mergers, Reincorporations, Reorganizations and Other Transactions

Shareholders may be confronted with a number of different types of transactions, including acquisitions, mergers, reorganizations involving business combinations, liquidations, and the sale of all or substantially all of a company’s assets, which may require their consent. Voting on such proposals involves considerations unique to each transaction. As a result, the funds will vote on a case-by-case basis on board-approved proposals to effect these types of transactions, except as follows:

The funds will vote for mergers and reorganizations involving business combinations designed solely to reincorporate a company in Delaware.

Commentary : A company may reincorporate into another state through a merger or reorganization by setting up a “shell” company in a different state and then merging the company into the new company. While reincorporation into states with extensive and established corporate laws – notably Delaware – provides companies and shareholders with a more well-defined legal framework, shareholders must carefully consider the reasons for a reincorporation into another jurisdiction, including especially an offshore jurisdiction.

Anti-Takeover Measures

Some proxy proposals involve efforts by management to make it more difficult for an outside party to take control of the company without the approval of the company’s board of directors. These include the adoption of a shareholder rights plan, requiring supermajority voting on particular issues, the adoption of fair price provisions, the issuance of blank check preferred stock, and the creation of a separate class of stock with disparate voting rights. Such proposals may adversely affect shareholder rights, lead to management entrenchment, or create conflicts of interest. As a result, the funds will vote against board-approved proposals to adopt such anti-takeover measures, except as follows:

The funds will vote on a case-by-case basis on proposals to ratify or approve shareholder rights plans; and

The funds will vote on a case-by-case basis on proposals to adopt fair price provisions.

Commentary : The funds’ Trustees recognize that poison pills and fair price provisions may enhance or protect shareholder value under certain circumstances. For instance, where a company has incurred significant operating losses, a shareholder rights plan may be appropriately tailored to protect shareholder value by preserving a company’s net operating losses. Thus, the funds will consider proposals to approve such matters on a case-by-case basis.



Other Business Matters

Many proxies involve approval of routine business matters, such as changing a company’s name, ratifying the appointment of auditors, and procedural matters relating to the shareholder meeting. For the most part, these routine matters do not materially affect shareholder interests and are best left to the board of directors and senior management of the company. The funds will vote for board-approved proposals approving such matters, except as follows:

The funds will vote on a case-by-case basis on proposals to amend a company’s charter or bylaws (except for charter amendments necessary to effect stock splits, to change a company’s name or to authorize additional shares of common stock).

The funds will vote against authorization to transact other unidentified, substantive business at the meeting.

The funds will vote on a case-by-case basis on proposals to ratify the selection of independent auditors if there is evidence that the audit firm’s independence or the integrity of an audit is compromised.

The funds will vote on a case-by-case basis on other business matters where the funds are otherwise withholding votes for the entire board of directors.

Commentary : Charter and bylaw amendments and the transaction of other unidentified, substantive business at a shareholder meeting may directly affect shareholder rights and have a significant impact on shareholder value. As a result, the funds do not view these items as routine business matters. Putnam Management’s investment professionals and the funds’ proxy voting service may also bring to the Proxy Manager’s attention company-specific items that they believe to be non-routine and warranting special consideration. Under these circumstances, the funds will vote on a case-by-case basis.

The fund’s proxy voting service may identify circumstances that call into question an audit firm’s independence or the integrity of an audit. These circumstances may include recent material restatements of financials, unusual audit fees, egregious contractual relationships, and aggressive accounting policies. The funds will consider proposals to ratify the selection of auditors in these circumstances on a case-by-case basis. In all other cases, given the existence of rules that enhance the independence of audit committees and auditors by, for example, prohibiting auditors from performing a range of non-audit services for audit clients, the funds will vote for the ratification of independent auditors.

II. SHAREHOLDER PROPOSALS

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of the company’s corporate governance structure or to change some aspect of its business operations. The funds generally will vote in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:



The funds will vote on a case-by-case basis on shareholder proposals requiring that the chairman’s position be filled by someone other than the chief executive officer.

The funds will vote for shareholder proposals asking that director nominees receive support from holders of a majority of votes cast or a majority of shares outstanding in order to be (re)elected.

The funds will vote for shareholder proposals to declassify a board, absent special circumstances which would indicate that shareholder interests are better served by a classified board structure.

The funds will vote for shareholder proposals to eliminate supermajority vote requirements in the company’s charter documents.

The funds will vote for shareholder proposals to require shareholder approval of shareholder rights plans.

The funds will vote for shareholder proposals to amend a company’s charter documents to permit shareholders to call special meetings, but only if both of the following conditions are met:

the proposed amendment limits the right to call special meetings to shareholders holding at least 15% of the company’s outstanding shares, and

applicable state law does not otherwise provide shareholders with the right to call special meetings.

The funds will vote for shareholder proposals requiring companies to make cash payments under management severance agreements only if both of the following conditions are met:

the company undergoes a change in control, and

the change in control results in the termination of employment for the person receiving the severance payment.

The funds will vote on a case-by-case basis on shareholder proposals requiring companies to accelerate vesting of equity awards under management severance agreements only if both of the following conditions are met:

the company undergoes a change in control, and

the change in control results in the termination of employment for the person receiving the severance payment.



The funds will vote on a case-by-case basis on shareholder proposals to limit a company’s ability to make excise tax gross-up payments under management severance agreements.

The funds will vote on a case-by-case basis on shareholder proposals requesting that the board adopt a policy to recoup, in the event of a significant restatement of financial results or significant extraordinary write-off, to the fullest extent practicable, for the benefit of the company, all performance-based bonuses or awards that were paid to senior executives based on the company having met or exceeded specific performance targets to the extent that the specific performance targets were not, in fact, met.

The funds will vote for shareholder proposals calling for the company to obtain shareholder approval for any future golden coffins or unearned death benefits (payments or awards of unearned salary or bonus, accelerated vesting or the continuation of unvested equity awards, perquisites or other payments or awards in respect of an executive following his or her death), and for shareholder proposals calling for the company to cease providing golden coffins or unearned death benefits.

The funds will vote for shareholder proposals requiring a company to report on its executive retirement benefits ( e.g. , deferred compensation, split-dollar life insurance, SERPs and pension benefits).

The funds will vote for shareholder proposals requiring a company to disclose its relationships with executive compensation consultants ( e.g. , whether the company, the board or the compensation committee retained the consultant, the types of services provided by the consultant over the past five years, and a list of the consultant’s clients on which any of the company’s executives serve as a director).

The funds will vote for shareholder proposals that are consistent with the funds’ proxy voting guidelines for board-approved proposals.

The funds will vote on a case-by-case basis on other shareholder proposals where the funds are otherwise withholding votes for the entire board of directors.

Commentary : In light of the substantial reforms in corporate governance that are currently underway, the funds’ Trustees believe that effective corporate reforms should be promoted by holding boards of directors – and in particular their independent directors – accountable for their actions, rather than by imposing additional legal restrictions on board governance through piecemeal proposals. Generally speaking, shareholder proposals relating to business operations are often motivated primarily by political or social concerns, rather than the interests of shareholders as investors in an economic enterprise. As stated above, the funds’ Trustees believe that boards of directors and management are responsible for ensuring that their businesses are operating in accordance with high legal and ethical standards and should be held accountable for resulting corporate behavior. Accordingly, the funds will generally support the recommendations of boards that meet the basic independence and governance standards established in these guidelines. Where boards fail to meet these standards, the funds will generally evaluate shareholder proposals on a case-by-case basis. The funds will also consider proposals requiring that the chairman’s position be filled by someone other than the company’s chief executive officer on a case-by-case basis, recognizing that in some cases this separation may advance the company’s corporate governance while in other cases it may be less necessary to the sound governance of the company. The funds will take into account the level of independent leadership on a company’s board in evaluating these proposals.



However, the funds generally support shareholder proposals to implement majority voting for directors, observing that majority voting is an emerging standard intended to encourage directors to be attentive to shareholders’ interests. The funds also generally support shareholder proposals to declassify a board, to eliminate supermajority vote requirements, or to require shareholder approval of shareholder rights plans. The funds’ Trustees believe that these shareholder proposals further the goals of reducing management entrenchment and conflicts of interest, and aligning management’s interests with shareholders’ interests in evaluating proposed acquisitions of the company. The Trustees also believe that shareholder proposals to limit severance payments may further these goals in some instances. In general, the funds favor arrangements in which severance payments are made to an executive only when there is a change in control and the executive loses his or her job as a result. Arrangements in which an executive receives a payment upon a change of control even if the executive retains employment introduce potential conflicts of interest and may distract management focus from the long term success of the company.

In evaluating shareholder proposals that address severance payments, the funds distinguish between cash and equity payments. The funds generally do not favor cash payments to executives upon a change in control transaction if the executive retains employment. However, the funds recognize that accelerated vesting of equity incentives, even without termination of employment, may help to align management and shareholder interests in some instances, and will evaluate shareholder proposals addressing accelerated vesting of equity incentive payments on a case-by-case basis.

When severance payments exceed a certain amount based on the executive’s previous compensation, the payments may be subject to an excise tax. Some compensation arrangements provide for full excise tax gross-ups, which means that the company pays the executive sufficient additional amounts to cover the cost of the excise tax. The funds are concerned that the benefits of providing full excise tax gross-ups to executives may be outweighed by the cost to the company of the gross-up payments. Accordingly, the funds will vote on a case-by-case basis on shareholder proposals to curtail excise tax gross-up payments. The funds generally favor arrangements in which severance payments do not trigger an excise tax or in which the company’s obligations with respect to gross-up payments are limited in a reasonable manner.

The funds’ Trustees believe that performance-based compensation can be an effective tool for aligning management and shareholder interests. However, to fulfill its purpose, performance compensation should only be paid to executives if the performance targets are actually met. A significant restatement of financial results or a significant extraordinary write-off may reveal that executives who were previously paid performance compensation did not actually deliver the required business performance to earn that compensation. In these circumstances, it may be appropriate for the company to recoup this performance compensation. The funds will consider on a case-by-case basis shareholder proposals requesting that the board adopt a policy to recoup, in the event of a significant restatement of financial results or significant extraordinary write-off, performance-based bonuses or awards paid to senior executives based on the company having met or exceeded specific performance targets to the extent that the specific performance targets were not, in fact, met. The funds do not believe that such a policy should necessarily disadvantage a company in recruiting executives, as executives should understand that they are only entitled to performance compensation based on the actual performance they deliver.

The funds’ Trustees disfavor golden coffins or unearned death benefits, and the funds will generally support shareholder proposals to restrict or terminate these practices. The Trustees will also consider whether a company’s overall compensation arrangements, taking all of the pertinent circumstances into account, constitute excessive compensation or otherwise reflect poorly on the corporate governance practices of the company.



As the Trustees evaluate these matters, they will be mindful of evolving practices and legislation relevant to executive compensation and corporate governance.

The funds’ Trustees also believe that shareholder proposals that are intended to increase transparency, particularly with respect to executive compensation, without establishing rigid restrictions upon a company’s ability to attract and motivate talented executives, are generally beneficial to sound corporate governance without imposing undue burdens. The funds will generally support shareholder proposals calling for reasonable disclosure.

III. VOTING SHARES OF NON-U.S. ISSUERS

Many of the Putnam funds invest on a global basis, and, as a result, they may hold, and have an opportunity to vote, shares in non-U.S. issuers – i.e., issuers that are incorporated under the laws of foreign jurisdictions and whose shares are not listed on a U.S. securities exchange or the NASDAQ stock market.

In many non-U.S. markets, shareholders who vote proxies of a non-U.S. issuer are not able to trade in that company’s stock on or around the shareholder meeting date. This practice is known as “share blocking.” In countries where share blocking is practiced, the funds will vote proxies only with direction from Putnam Management’s investment professionals.

In addition, some non-U.S. markets require that a company’s shares be re-registered out of the name of the local custodian or nominee into the name of the shareholder for the shareholder to be able to vote at the meeting. This practice is known as “share re-registration.” As a result, shareholders, including the funds, are not able to trade in that company’s stock until the shares are re-registered back in the name of the local custodian or nominee following the meeting. In countries where share re-registration is practiced, the funds will generally not vote proxies.

Protection for shareholders of non-U.S. issuers may vary significantly from jurisdiction to jurisdiction. Laws governing non-U.S. issuers may, in some cases, provide substantially less protection for shareholders than do U.S. laws. As a result, the guidelines applicable to U.S. issuers, which are premised on the existence of a sound corporate governance and disclosure framework, may not be appropriate under some circumstances for non-U.S. issuers. However, the funds will vote proxies of non-U.S. issuers in accordance with the guidelines applicable to U.S. issuers , except as follows:

Uncontested Board Elections

Germany

For companies subject to “co-determination,” the funds will vote for the election of nominees to the supervisory board, except that the funds will vote on a case-by-case basis for any nominee who is either an employee of the company or who is otherwise affiliated with the company (as determined by the funds’ proxy voting service).



The funds will withhold votes for the election of a former member of the company’s managerial board to chair of the supervisory board.

Commentary : German corporate governance is characterized by a two-tier board system—a managerial board composed of the company’s executive officers, and a supervisory board. The supervisory board appoints the members of the managerial board. Shareholders elect members of the supervisory board, except that in the case of companies with a large number of employees, company employees are allowed to elect some of the supervisory board members (one-half of supervisory board members are elected by company employees at companies with more than 2,000 employees; one-third of the supervisory board members are elected by company employees at companies with more than 500 employees but fewer than 2,000). This “co-determination” practice may increase the chances that the supervisory board of a large German company does not contain a majority of independent members. In this situation, under the Fund’s proxy voting guidelines applicable to U.S. issuers, the funds would vote against all nominees. However, in the case of companies subject to “co-determination” and with the goal of supporting independent nominees, the Funds will vote for supervisory board members who are neither employees of the company nor otherwise affiliated with the company.

Consistent with the funds’ belief that the interests of shareholders are best protected by boards with strong, independent leadership, the funds will withhold votes for the election of former chairs of the managerial board to chair of the supervisory board.

Japan

For companies that have established a U.S.-style corporate governance structure, the funds will withhold votes from the entire board of directors if

the board does not have a majority of outside directors ,

the board has not established nominating and compensation committees composed of a majority of outside directors , or

the board has not established an audit committee composed of a majority of independent directors .

The funds will withhold votes for the appointment of members of a company’s board of statutory auditors if a majority of the members of the board of statutory auditors is not independent.

Commentary :

Board structure : Recent amendments to the Japanese Commercial Code give companies the option to adopt a U.S.-style corporate governance structure ( i.e. , a board of directors and audit, nominating, and compensation committees). The funds will vote for proposals to amend a company’s articles of incorporation to adopt the U.S.-style corporate structure.



Definition of outside director and independent director : Corporate governance principles in Japan focus on the distinction between outside directors and independent directors. Under these principles, an outside director is a director who is not and has never been a director, executive, or employee of the company or its parent company, subsidiaries or affiliates. An outside director is “independent” if that person can make decisions completely independent from the managers of the company, its parent, subsidiaries, or affiliates and does not have a material relationship with the company ( i.e. , major client, trading partner, or other business relationship; familial relationship with current director or executive; etc.). The guidelines have incorporated these definitions in applying the board independence standards above.

Korea

The funds will withhold votes from the entire board of directors if

fewer than half of the directors are outside directors,

the board has not established a nominating committee with at least half of the members being outside directors, or

the board has not established an audit committee composed of at least three members and in which at least two-thirds of its members are outside directors.

Commentary : For purposes of these guidelines, an “outside director” is a director that is independent from the management or controlling shareholders of the company, and holds no interests that might impair performing his or her duties impartially from the company, management or controlling shareholder. In determining whether a director is an outside director, the funds will also apply the standards included in Article 415-2(2) of the Korean Commercial Code ( i.e. , no employment relationship with the company for a period of two years before serving on the committee, no director or employment relationship with the company’s largest shareholder, etc.) and may consider other business relationships that would affect the independence of an outside director.

Russia

The funds will vote on a case-by-case basis for the election of nominees to the board of directors.

Commentary : In Russia, director elections are typically handled through a cumulative voting process. Cumulative voting allows shareholders to cast all of their votes for a single nominee for the board of directors, or to allocate their votes among nominees in any other way. In contrast, in “regular” voting, shareholders may not give more than one vote per share to any single nominee. Cumulative voting can help to strengthen the ability of minority shareholders to elect a director.

In Russia, as in some other emerging markets, standards of corporate governance are usually behind those in developed markets. Rather than vote against the entire board of directors, as the funds generally would in the case of a company whose board fails to meet the funds’ standards for independence, the funds may, on a case by case basis, cast all of their votes for one or more independent director nominees. The funds



believe that it is important to increase the number of independent directors on the boards of Russian companies to mitigate the risks associated with dominant shareholders.

United Kingdom

The funds will withhold votes from the entire board of directors if

the board does not have at least a majority of independent non-executive directors,

the board has not established a nomination committee composed of a majority of independent non-executive directors, or

the board has not established compensation and audit committees composed of (1) at least three directors (in the case of smaller companies, two directors) and (2) solely independent non-executive directors, provided that, to the extent permitted under the United Kingdom’s Combined Code on Corporate Governance, the company chairman may serve on (but not serve as chairman of) the compensation and audit committees if the chairman was considered independent upon his or her appointment as chairman.

The funds will withhold votes from any nominee for director who is considered an independent director by the company and who has received compensation within the last three years from the company other than for service as a director, such as investment banking, consulting, legal, or financial advisory fees.

The funds will vote for proposals to amend a company’s articles of association to authorize boards to approve situations that might be interpreted to present potential conflicts of interest affecting a director.

Commentary :

Application of guidelines : Although the United Kingdom’s Combined Code on Corporate Governance (“Combined Code”) has adopted the “comply and explain” approach to corporate governance, the funds’ Trustees believe that the guidelines discussed above with respect to board independence standards are integral to the protection of investors in U.K. companies. As a result, these guidelines will generally be applied in a prescriptive manner.

Definition of independence : For the purposes of these guidelines, a non-executive director shall be considered independent if the director meets the independence standards in section A.3.1 of the Combined Code ( i.e. , no material business or employment relationships with the company, no remuneration from the company for non-board services, no close family ties with senior employees or directors of the company, etc.), except that the funds do not view service on the board for more than nine years as affecting a director’s independence. Company chairmen in the U.K. are generally considered affiliated upon appointment as chairman due to the nature of the position of chairman. Consistent with the Combined Code, a company chairman who was considered independent upon appointment as chairman: may serve as a member of, but not as



the chairman of, the compensation (remuneration) committee; and, in the case of smaller companies, may serve as a member of, but not as the chairman of, the audit committee.

Smaller companies : A smaller company is one that is below the FTSE 350 throughout the year immediately prior to the reporting year.

Conflicts of interest : The Companies Act 2006 requires a director to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. This broadly written requirement could be construed to prevent a director from becoming a trustee or director of another organization. Provided there are reasonable safeguards, such as the exclusion of the relevant director from deliberations, the funds believe that the board may approve this type of potential conflict of interest in its discretion.

All other jurisdictions

The funds will vote for supervisory board nominees when the supervisory board meets the funds’ independence standards, otherwise the funds will vote against supervisory board nominees.

Commentary : Companies in many jurisdictions operate under the oversight of supervisory boards. In the absence of jurisdiction-specific guidelines, the funds will generally hold supervisory boards to the same standards of independence as it applies to boards of directors in the United States.

Contested Board Elections

Italy

The funds will vote for the management- or board-sponsored slate of nominees if the board meets the funds’ independence standards, and against the management- or board-sponsored slate of nominees if the board does not meet the funds’ independence standards; the funds will not vote on shareholder-proposed slates of nominees.

Commentary : Contested elections in Italy may involve a variety of competing slates of nominees. In these circumstances, the funds will focus their analysis on the board- or management-sponsored slate.

Corporate Governance

The funds will vote for proposals to change the size of a board if the board meets the funds’ independence standards, and against proposals to change the size of a board if the board does not meet the funds’ independence standards.

The funds will vote for shareholder proposals calling for a majority of a company’s directors to be independent of management.



The funds will vote for shareholder proposals seeking to increase the independence of board nominating, audit, and compensation committees.

The funds will vote for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

Taiwan

The funds will vote against proposals to release directors from their non-competition obligations (their obligations not to engage in any business that is competitive with the company), unless the proposal is narrowly drafted to permit directors to engage in a business that is competitive with the company only on behalf of a wholly-owned subsidiary of the company.

Compensation

The funds will vote for proposals to approve annual directors’ fees, except that the funds will consider these proposals on a case-by-case basis in each case in which the funds’ proxy voting service has recommended a vote against such a proposal.

The funds will vote for non-binding proposals to approve remuneration reports, except that the funds will vote against proposals to approve remuneration reports that indicate that awards under a long-term incentive plan are not linked to performance targets.

Commentary : Since proposals relating to directors’ fees for non-U.S. issuers generally address relatively modest fees paid to non-executive directors, the funds generally support these proposals, provided that the fees are consistent with directors’ fees paid by the company’s peers and do not otherwise appear unwarranted. Consistent with the approach taken for U.S. issuers, the funds generally favor compensation programs that relate executive compensation to a company’s long-term performance and will support non-binding remuneration reports unless such a correlation is not made.

Capitalization

The funds will vote for proposals

to issue additional common stock representing up to 20% of the company’s outstanding common stock, where shareholders do not have preemptive rights, or

to issue additional common stock representing up to 100% of the company’s outstanding common stock, where shareholders do have preemptive rights.



The funds will vote for proposals to authorize share repurchase programs that are recommended for approval by the funds’ proxy voting service; otherwise, the funds will vote against such proposals.

Australia

The funds will vote for proposals to carve out, from the general cap on non- pro rata share issues of 15% of total equity in a rolling 12-month period, a particular proposed issue of shares or a particular issue of shares made previously within the 12-month period, if the company’s board meets the funds’ independence standards; if the company’s board does not meet the funds’ independence standards, then the funds will vote against these proposals.

Hong Kong

The funds will vote for proposals to approve a general mandate permitting the company to engage in non- pro rata share issues of up to 20% of total equity in a year if the company’s board meets the funds’ independence standards; if the company’s board does not meet the funds’ independence standards, then the funds will vote against these proposals.

Commentary : In light of the prevalence of certain types of capitalization proposals in Australia and Hong Kong, the funds have adopted guidelines specific to those jurisdictions.

Other Business Matters

The funds will vote for proposals permitting companies to deliver reports and other materials electronically ( e.g. , via website posting).

The funds will vote for proposals permitting companies to issue regulatory reports in English.

The funds will vote against proposals to shorten shareholder meeting notice periods to fourteen days.

Commentary : Under Directive 2007/36/EC of the European Parliament and the Council of the European Union, companies have the option to request shareholder approval to set the notice period for special meetings at 14 days provided that certain electronic voting and communication requirements are met. The funds believe that the 14 day notice period is too short to provide overseas shareholders with sufficient time to analyze proposals and to participate meaningfully at special meetings and, as a result, have determined to vote against such proposals.

France

The funds will vote for proposals to approve a company’s related party transactions, except that the funds will consider these proposals on a case-by-case basis if the funds’ proxy voting service has recommended a vote against the proposal.



Commentary : In France, shareholders are generally requested to approve any agreement between the company and: (i) its directors, chair of the board, CEO and deputy CEOs; (ii) the members of the supervisory board and management board, for companies with a dual structure; and (iii) a shareholder who directly or indirectly owns at least 10% of the company’s voting rights. This includes agreements under which compensation may be paid to executive officers after the end of their employment, such as severance payments, supplementary retirement plans and non-competition agreements. The funds will generally support these proposals unless the funds’ proxy voting service recommends a vote against, in which case the funds will consider the proposal on a case-by-case basis.

Germany

The funds will vote in accordance with the recommendation of the company’s board of directors on shareholder countermotions added to a company’s meeting agenda, unless the countermotion is directly addressed by one of the funds’ other guidelines.

Commentary : In Germany, shareholders are able to add both proposals and countermotions to a meeting agenda. Countermotions, which must correspond to a proposal on the agenda, generally call for shareholders to oppose the existing proposal, although they may also propose separate voting decisions. Countermotions may be proposed by any shareholder and they are typically added throughout the period between the publication of the meeting agenda and the meeting date. This guideline reflects the funds’ intention to focus on the original proposal, which is expected to be presented a reasonable period of time before the shareholder meeting so that the funds will have an appropriate opportunity to evaluate it.

The funds will vote for proposals to approve profit-and-loss transfer agreements between a controlling company and its subsidiaries.

Commentary : These agreements are customary in Germany and are typically entered into for tax purposes. In light of this and the prevalence of these proposals, the funds have adopted a guideline to vote for this type of proposal.

Taiwan

The funds will vote for proposals to amend a Taiwanese company’s procedural rules.

Commentary : Since procedural rules, which address such matters as a company’s policies with respect to capital loans, endorsements and guarantees, and acquisitions and disposal of assets, are generally adopted or amended to conform to changes in local regulations governing these transactions, the funds have adopted a guideline to vote for these transactions.

As adopted December 9, 2011

Proxy voting procedures of the Putnam funds  

 



The proxy voting procedures below explain the role of the funds’ Trustees, the proxy voting service and the Proxy Manager, as well as how the process will work when a proxy question needs to be handled on a case-by-case basis, or when there may be a conflict of interest.

The role of the funds’ Trustees

The Trustees of the Putnam funds exercise control of the voting of proxies through their Board Policy and Nominating Committee, which is composed entirely of independent Trustees. The Board Policy and Nominating Committee oversees the proxy voting process and participates, as needed, in the resolution of issues that need to be handled on a case-by-case basis. The Committee annually reviews and recommends, for Trustee approval, guidelines governing the funds’ proxy votes, including how the funds vote on specific proposals and which matters are to be considered on a case-by-case basis. The Trustees are assisted in this process by their independent administrative staff (“Office of the Trustees”), independent legal counsel, and an independent proxy voting service. The Trustees also receive assistance from Putnam Investment Management, LLC (“Putnam Management”), the funds’ investment advisor, on matters involving investment judgments. In all cases, the ultimate decision on voting proxies rests with the Trustees, acting as fiduciaries on behalf of the shareholders of the funds.

The role of the proxy voting service

The funds have engaged an independent proxy voting service to assist in the voting of proxies. The proxy voting service is responsible for coordinating with the funds’ custodians to ensure that all proxy materials received by the custodians relating to the funds’ portfolio securities are processed in a timely fashion. To the extent applicable, the proxy voting service votes all proxies in accordance with the proxy voting guidelines established by the Trustees. The proxy voting service will refer proxy questions to the Proxy Manager (described below) for instructions under circumstances where: (1) the application of the proxy voting guidelines is unclear; (2) a particular proxy question is not covered by the guidelines; or (3) the guidelines call for specific instructions on a case-by-case basis. The proxy voting service is also requested to call to the Proxy Manager’s attention specific proxy questions that, while governed by a guideline, appear to involve unusual or controversial issues. The funds also utilize research services relating to proxy questions provided by the proxy voting service and by other firms.

The role of the Proxy Manager

Each year, a member of the Office of the Trustees is appointed Proxy Manager to assist in the coordination and voting of the funds’ proxies. The Proxy Manager will deal directly with the proxy voting service and, in the case of proxy questions referred by the proxy voting service, will solicit voting recommendations and instructions from the Office of the Trustees, the Chair of the Board Policy and Nominating Committee, and Putnam Management’s investment professionals, as appropriate. The Proxy Manager is responsible for ensuring that these questions and referrals are responded to in a timely fashion and for transmitting appropriate voting instructions to the proxy voting service.

Voting procedures for referral items

As discussed above, the proxy voting service will refer proxy questions to the Proxy Manager under certain circumstances. When the application of the proxy voting guidelines is unclear or a particular proxy question is not covered by the guidelines (and does not involve investment



considerations), the Proxy Manager will assist in interpreting the guidelines and, as appropriate, consult with one or more senior staff members of the Office of the Trustees and the Chair of the Board Policy and Nominating Committee on how the funds’ shares will be voted.

For proxy questions that require a case-by-case analysis pursuant to the guidelines or that are not covered by the guidelines but involve investment considerations, the Proxy Manager will refer such questions, through an electronic request form, to Putnam Management’s investment professionals for a voting recommendation. Such referrals will be made in cooperation with the person or persons designated by Putnam Management’s Legal and Compliance Department to assist in processing such referral items. In connection with each referral item, the Legal and Compliance Department will conduct a conflicts of interest review, as described below under “Conflicts of interest,” and provide electronically a conflicts of interest report (the “Conflicts Report”) to the Proxy Manager describing the results of such review. After receiving a referral item from the Proxy Manager, Putnam Management’s investment professionals will provide a recommendation electronically to the Proxy Manager and the person or persons designated by the Legal and Compliance Department to assist in processing referral items. Such recommendation will set forth (1) how the proxies should be voted; (2) the basis and rationale for such recommendation; and (3) any contacts the investment professionals have had with respect to the referral item with non-investment personnel of Putnam Management or with outside parties (except for routine communications from proxy solicitors). The Proxy Manager will then review the investment professionals’ recommendation and the Conflicts Report with one or more senior staff members of the Office of the Trustees in determining how to vote the funds’ proxies. The Proxy Manager will maintain a record of all proxy questions that have been referred to Putnam Management’s investment professionals, the voting recommendation, and the Conflicts Report.

In some situations, the Proxy Manager and/or one or more senior staff members of the Office of the Trustees may determine that a particular proxy question raises policy issues requiring consultation with the Chair of the Board Policy and Nominating Committee, who, in turn, may decide to bring the particular proxy question to the Committee or the full Board of Trustees for consideration.

Conflicts of interest

Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist, for example, if Putnam Management has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any individual with knowledge of a personal conflict of interest (e.g., familial relationship with company management) relating to a particular referral item shall disclose that conflict to the Proxy Manager and the Legal and Compliance Department and otherwise remove himself or herself from the proxy voting process. The Legal and Compliance Department will review each item referred to Putnam Management’s investment professionals to determine if a conflict of interest exists and will provide the Proxy Manager with a Conflicts Report for each referral item that (1) describes any conflict of interest; (2) discusses the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside Putnam Management (other than routine communications from proxy solicitors) with respect to the referral item not otherwise reported in an investment professional’s recommendation. The Conflicts Report will also include written confirmation that any recommendation from an investment professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.



As adopted March 11, 2005 and revised June 12, 2009

Item 8. Portfolio Managers of Closed- End Management Investment Companies

(a)(1) Portfolio Managers. The officers of Putnam Management identified below are primarily responsible for the day-to-day management of the fund’s portfolio as of the filing date of this report.

Portfolio managers   Joined   Employer   Positions Over Past Five Years  
  Fund      

D. William Kohli   2002   Putnam Management   Co-Head of Fixed Income  
    1994-Present   Previously, Team Leader,  
      Portfolio Construction and  
      Global Strategies and Director of  
      Global Core Fixed Income Team  

Michael Atkin   2007   Putnam Management   Portfolio Manager  
    1997-Present   Previously, Director of  
      Sovereign Research and  
      Senior Economist  

Kevin Murphy   2007   Putnam Management   Portfolio Manager  
    1999-Present   Previously, Team Leader  
      High Grade Credit  

Michael Salm   2011   Putnam Management   Co-Head of Fixed Income  
    1997-Present   Previously, Team Leader,  
      Liquid Markets and Mortgage  
      Specialist  

Paul Scanlon   2005   Putnam Management   Co-Head of Fixed Income  
    1999-Present   Previously, Team Leader,  
      U.S. High Yield  

Raman Srivastava   2012   Putnam Management   Portfolio Manager  
    1999 – Present   Previously, Team Leader of  
      Portfolio Construction, Portfolio  
      Construction Specialist  

 

(a)(2) Other Accounts Managed by the Fund’s Portfolio Managers.



The following table shows the number and approximate assets of other investment accounts (or portions of investment accounts) that the fund’s Portfolio Managers managed as of the fund’s most recent fiscal year-end. Unless noted, none of the other accounts pays a fee based on the account’s performance.

          Other accounts (including  
          separate accounts,  
  managed account
Other accounts that pool programs and single-
Portfolio Leader or   Other SEC-registered open- assets from more than one sponsor defined
Member   end and closed-end funds client   contribution plan offerings)  

  Number   Assets   Number   Assets   Number   Assets  
  of     of     of    
  accounts     accounts     accounts    

 
William Kohli   15*   $6,996,400,000   19**   $3,412,100,000   15***   $12,864,000,000  

 
Michael Salm   29*   $12,439,900,000   28+   $9,639,200,000   18++   $8,678,800,000  

 
Michael Atkin   6   $4,578,100,000   8   $2,342,700,000   9***   $4,785,400,000  

 
Paul Scanlon   26*   $10,524,000,000   25+++   $6,540,800,000   10   $2,201,800,000  

 
Raman Srivastava   25*   $9,906,800,000   23++++   $5,928,800,000   14***   $14,633,000,000  

 
Kevin Murphy   25*   $9,943,300,000   22++++   $5,816,900,000   14***   $7,953,000,000  

 

* 4 accounts, with total assets of $1,664,000,000, pay an advisory fee based on account performance.
**1 accounts, with total assets of $87,300,000, pay an advisory fee based on account performance.
***1 accounts, with total assets of $472,700,000 pay an advisory fee based on account performance.
+ 2 accounts, with total assets of $160,100,000 pay an advisory fee based on account performance
++ 2 accounts, with total assets of $723,400,000, pay an advisory fee based on account performance
+++ 3 accounts, with total assets of $271,200,000, pay an advisory fee based on account performance
++++ 2 accounts, with total assets of $160,100,000, pay an advisory fee based on account performance



Potential conflicts of interest in managing multiple accounts . Like other investment professionals with multiple clients, the fund’s Portfolio Managers may face certain potential conflicts of interest in connection with managing both the fund and the other accounts listed under “Other Accounts Managed by the Fund’s Portfolio Managers” at the same time. The paragraphs below describe some of these potential conflicts, which Putnam Management believes are faced by investment professionals at most major financial firms. As described below, Putnam Management and the Trustees of the Putnam funds have adopted compliance policies and procedures that attempt to address certain of these potential conflicts.

The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:

• The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

• The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.

• The trading of other accounts could be used to benefit higher-fee accounts (front- running).

• The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

Putnam Management attempts to address these potential conflicts of interest relating to higher-fee accounts through various compliance policies that are generally intended to place all accounts, regardless of fee structure, on the same footing for investment management purposes. For example, under Putnam Management’s policies:

• Performance fee accounts must be included in all standard trading and allocation procedures with all other accounts.

• All accounts must be allocated to a specific category of account and trade in parallel with allocations of similar accounts based on the procedures generally applicable to all accounts in those groups (e.g., based on relative risk budgets of accounts).

• All trading must be effected through Putnam’s trading desks and normal queues and procedures must be followed (i.e., no special treatment is permitted for performance fee accounts or higher-fee accounts based on account fee structure).

• Front running is strictly prohibited.

• The fund’s Portfolio Manager(s) may not be guaranteed or specifically allocated any portion of a performance fee.

As part of these policies, Putnam Management has also implemented trade oversight and review procedures in order to monitor whether particular accounts (including higher-fee accounts or performance fee accounts) are being favored over time.

Potential conflicts of interest may also arise when the Portfolio Manager(s) have personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to limited exceptions, Putnam Management’s investment professionals do not



have the opportunity to invest in client accounts, other than the Putnam funds. However, in the ordinary course of business, Putnam Management or related persons may from time to time establish “pilot” or “incubator” funds for the purpose of testing proposed investment strategies and products prior to offering them to clients. These pilot accounts may be in the form of registered investment companies, private funds such as partnerships or separate accounts established by Putnam Management or an affiliate. Putnam Management or an affiliate supplies the funding for these accounts. Putnam employees, including the fund’s Portfolio Manager(s), may also invest in certain pilot accounts. Putnam Management, and to the extent applicable, the Portfolio Manager(s) will benefit from the favorable investment performance of those funds and accounts. Pilot funds and accounts may, and frequently do, invest in the same securities as the client accounts. Putnam Management’s policy is to treat pilot accounts in the same manner as client accounts for purposes of trading allocation – neither favoring nor disfavoring them except as is legally required. For example, pilot accounts are normally included in Putnam Management’s daily block trades to the same extent as client accounts (except that pilot accounts do not participate in initial public offerings).

A potential conflict of interest may arise when the fund and other accounts purchase or sell the same securities. On occasions when the Portfolio Manager(s) consider the purchase or sale of a security to be in the best interests of the fund as well as other accounts, Putnam Management’s trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to the fund or another account if one account is favored over another in allocating the securities purchased or sold – for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account. Putnam Management’s trade allocation policies generally provide that each day’s transactions in securities that are purchased or sold by multiple accounts are, insofar as possible, averaged as to price and allocated between such accounts (including the fund) in a manner which in Putnam Management’s opinion is equitable to each account and in accordance with the amount being purchased or sold by each account. Certain exceptions exist for specialty, regional or sector accounts. Trade allocations are reviewed on a periodic basis as part of Putnam Management’s trade oversight procedures in an attempt to ensure fairness over time across accounts.

“Cross trades,” in which one Putnam account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay, or if such trades result in more attractive investments being allocated to higher-fee accounts. Putnam Management and the fund’s Trustees have adopted compliance procedures that provide that any transactions between the fund and another Putnam-advised account are to be made at an independent current market price, as required by law.

Another potential conflict of interest may arise based on the different investment objectives and strategies of the fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than the fund. Depending on another account’s objectives or other factors, the Portfolio Manager(s) may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to the fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by the Portfolio Manager(s) when one or more other accounts are selling the security (including short sales). There may be



circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. As noted above, Putnam Management has implemented trade oversight and review procedures to monitor whether any account is systematically favored over time.

The fund’s Portfolio Manager(s) may also face other potential conflicts of interest in managing the fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the fund and other accounts.

(a)(3) Compensation of portfolio managers. Putnam’s goal for our products and investors is to deliver strong performance versus peers or performance ahead of benchmark, depending on the product, over a rolling 3-year period. Portfolio managers are evaluated and compensated, in part, based on their performance relative to this goal across the products they manage. In addition to their individual performance, evaluations take into account the performance of their group and a subjective component.

Each portfolio manager is assigned an industry competitive incentive compensation target consistent with this goal and evaluation framework. Actual incentive compensation may be higher or lower than the target, based on individual, group, and subjective performance, and may also reflect the performance of Putnam as a firm. Typically, performance is measured over the lesser of three years or the length of time a portfolio manager has managed a product.

Incentive compensation includes a cash bonus and may also include grants of deferred cash, stock or options. In addition to incentive compensation, portfolio managers receive fixed annual salaries typically based on level of responsibility and experience.

For this fund, the peer group Putnam compares fund performance against is its broad investment category as determined by Lipper Inc. and identified in the shareholder report included in Item 1.

(a)(4) Fund ownership. The following table shows the dollar ranges of shares of the fund owned by the professionals listed above at the end of the fund’s last two fiscal years, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.

* Assets in the fund



        $10,001–   $50,001–   $100,001–   $500,001–   $1,000,001 and  
  Year   $0   $1–$10,000   $50,000   $100,000   $500,000   $1,000,000   over  

D. William Kohli   2012   *              
  2011   *              

Michael Atkin   2012   *              
  2011   *              

Michael V Salm   2012   *              
  2011**   *              

Kevin Murphy   2012   *              
  2011   *              

Raman Srivastava   2012*         *        

Paul Scanlon   2012   *              
  2011   *              


* Became Portfolio Member during the reporting period ended July 31, 2012.

** Became Portfolio Member during the reporting period ended July 31, 2011

(b) Not applicable

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers :

Registrant Purchase of Equity Securities      
      Maximum  
    Total Number   Number (or  
    of Shares   Approximate  
    Purchased   Dollar Value)  
    as Part   of Shares  
    of Publicly   that May Yet Be  
Total Number Average   Announced   Purchased  

 



  of Shares   Price Paid   Plans or   under the Plans  
Period   Purchased   per Share   Programs*   or Programs**  
  
August 1 -         14,085,964  
August 31, 2011   -   -   -    
September 1 -         14,085,964  
September 30, 2011   -   -   -    
October 1 -         14,085,964  
October 7, 2011   -   -   -    
October 8 -         14,194,305  
October 31, 2011   -   -   -    
November 1 -         14,194,305  
November 30, 2011   -   -   -    
December 1 -         14,194,305  
December 31, 2011   -   -   -    
January 1 -         14,194,305  
January 31, 2012   -   -   -    
February 1 -         14,194,305  
February 28, 2012   -   -   -    
March 1 -         14,194,305  
March 31, 2012   -   -   -    
April 1 -         14,194,305  
April 30, 2012   -   -   -    
May 1 -         14,194,305  
May 31, 2012   -   -   -    
June 1 -         14,194,305  
June 30, 2012   -   -   -    
July 1 -         14,194,305  
July 31, 2012   -   -   -    

 

* In October 2005, the Board of Trustees of the Putnam Funds initiated the closed-end fund share repurchase program, which, as subsequently amended, authorized the repurchase of up to 10% of the fund's outstanding common shares over the two-years ending October 5, 2007. The Trustees subsequently renewed the program on five occasions, to permit the repurchase of an additional 10% of the fund's outstanding common shares over each of the twelve-month periods



beginning on October 8, 2007, October 8, 2008, October 8, 2009 and October 8, 2010. The October 8, 2008 - October 7, 2009 program, which was announced in September 2008, allowed repurchases up to a total of 14,564,288 shares of the fund. The October 8, 2009 - October 7, 2010 program, which was announced in September 2009, allowed repurchases up to a total of 14,017,462 shares of the fund. The October 8, 2010 - October 7, 2011 program, which was announced in September 2010, allows repurchases up to a total of 14,085,964 shares of the fund. The October 8, 2011 - October 7, 2012 program, which was announced in September 2011, allows repurchases up to a total of 14,194,305 shares of the fund.

**Information prior to October 7, 2011 is based on the total number of shares eligible for repurchase under the program, as amended through September 2010. Information from October 8, 2011 forward is based on the total number of shares eligible for repurchase under the program, as amended through September 2011.

Item 10. Submission of Matters to a Vote of Security Holders:

Not applicable

Item 11. Controls and Procedures:

(a) The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are generally effective to provide reasonable assurance that information required to be disclosed by the registrant in this report is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

(b) Changes in internal control over financial reporting: Not applicable

Item 12. Exhibits:



(a)(1) The Code of Ethics of The Putnam Funds, which incorporates the Code of Ethics of Putnam Investments, is filed herewith.

(a)(2) Separate certifications for the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are filed herewith.

(b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended, are filed herewith.

SIGNATURES

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

Putnam Premier Income Trust

By (Signature and Title):

/s/Janet C. Smith
Janet C. Smith
Principal Accounting Officer

Date: September 28, 2012

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

By (Signature and Title):

/s/Jonathan S. Horwitz
Jonathan S. Horwitz
Principal Executive Officer

Date: September 28, 2012

By (Signature and Title):



/s/Steven D. Krichmar
Steven D. Krichmar
Principal Financial Officer

Date: September 28, 2012

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