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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21331
Evergreen Managed Income Fund
_____________________________________________________________
(Exact name of registrant as specified in charter)
200 Berkeley Street Boston, Massachusetts 02116
_____________________________________________________________
(Address of principal executive offices) (Zip code)
Michael H. Koonce, Esq. 200 Berkeley Street Boston, Massachusetts 02116
____________________________________________________________
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 210-3200
Date of fiscal year end: October 31, 2006
Date of reporting period: April 30, 2006
Item 1 - Reports to Stockholders.
table of contents | ||
1 | LETTER TO SHAREHOLDERS | |
4 | FINANCIAL HIGHLIGHTS | |
5 | SCHEDULE OF INVESTMENTS | |
19 | STATEMENT OF ASSETS AND LIABILITIES | |
20 | STATEMENT OF OPERATIONS | |
21 | STATEMENTS OF CHANGES IN NET ASSETS | |
22 | NOTES TO FINANCIAL STATEMENTS | |
29 | ADDITIONAL INFORMATION | |
30 | AUTOMATIC DIVIDEND REINVESTMENT PLAN | |
32 | TRUSTEES AND OFFICERS |
The fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The funds Form N-Q will be available on the SECs Web site at http://www.sec.gov. In addition, the funds Form N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330.
A description of the funds proxy voting policies and procedures, as well as information regarding how the fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available by visiting our Web site at EvergreenInvestments.com or by visiting the SECs Web site at http://www.sec.gov. The funds proxy voting policies and procedures are also available without charge, upon request, by calling 800.343.2898.
Mutual Funds: | ||||
NOT FDIC INSURED | MAY LOSE VALUE | NOT BANK GUARANTEED |
Evergreen InvestmentsSM is a service mark of Evergreen Investment Management Company, LLC.
Copyright 2006, Evergreen Investment
Management Company, LLC.
Evergreen Investment Management Company,
LLC is a subsidiary of Wachovia Corporation
and is an affiliate of Wachovia Corporations other Broker Dealer subsidiaries.
LETTER TO SHAREHOLDERS
June 2006
Dennis H. Ferro
President and
Chief Executive Officer
Dear Shareholder,
We are pleased to provide the semiannual report for Evergreen Managed Income Fund, which covers the six-month period ended April 30, 2006.
Yield-oriented investors encountered a variety of opportunities and challenges in both domestic and foreign fixed-income markets over the past six months. Monetary authorities pushed interest rates higher in the U.S. and Europe, while Japan announced an end to its accommodative monetary policy. The U.S. Federal Reserve Board was much farther along in its campaign to raise short-term rates, having hiked the target for its federal funds rate a total of 15 consecutive times, each time by 25 basis points. Elsewhere, slower rates of recovery allowed central banks more time in balancing the risk of inflation against the danger of short-circuiting the growth cycle. The monetary pressure exerted by banking authorities contributed to a difficult environment for government and higher-quality securities, but solid fundamentals underpinned high-yield and emerging-market debt securities. The experience over the six months demonstrated, once again, the importance of asset allocation and diversification both among and within asset classes.
While many observers debated whether or not short-term volatility might be a precursor of a weakening economy, Evergreens Investment Strategy Committee analyzed a variety of signals pointing to a
1
LETTER TO SHAREHOLDERS continued
healthy economy. These included the persistence of personal consumption and an increase in corporate capital investment. Evergreens Investment Strategy Committee concluded that while consumer spending might slow from recent, unusually high levels, rising business investment could lead to a period of more sustainable, less-inflationary, economic expansion. We believed that economic fundamentals were solid and our portfolio teams based many of their investment decisions on these positive macro-economic signals.
Throughout the six-month period, the managers of Evergreen Managed Income Fund maintained a shorter duration within the government and high quality corporate sectors, and placed an emphasis on mortgage-backed securities. In the domestic high-yield market, they maintained a focus on finding higher quality issuers with an ability to generate an above-average income stream, as they believed lower-quality securities offered little compensation for their added credit risks. Outside the United States, they overweighted smaller markets such as Canada, Australia, New Zealand, South Africa, Mexico, Singapore and Korea.
As always, we continue to encourage investors to maintain well diversified strategies, including
2
LETTER TO SHAREHOLDERS continued
exposure to yield, within their long term portfolios.
Please visit our Web site, EvergreenInvestments.com, for more information about our funds and other investment products available to you. From the Web site, you may also access details about daily fund prices, yields, dividend rates and fund facts about Evergreen closed-end funds. Thank you for your continued support of Evergreen Investments.
Sincerely,
Dennis H. Ferro
President and Chief Executive Officer
Evergreen Investment Company, Inc.
Special Notice to Shareholders:
Please visit our Web site at EvergreenInvestments.com for a statement from President and Chief Executive Officer, Dennis Ferro, addressing NASD actions involving Evergreen Investment Services, Inc. (EIS), Evergreens mutual fund broker-dealer or statements from Dennis Ferro and Chairman of the Board of the Evergreen funds, Michael S. Scofield, addressing SEC actions involving the Evergreen funds.
3
FINANCIAL HIGHLIGHTS
(For a common share outstanding throughout each period)
Six Months Ended |
Year Ended October 31, | |||||||||||
April 30, 2006 |
|
|||||||||||
(unaudited) | 2005 | 2004 | 20031 | |||||||||
|
||||||||||||
Net asset value, beginning of period | $ | 18.91 | $ 20.19 | $ | 19.38 | $ 19.102 | ||||||
|
||||||||||||
Income from investment operations | ||||||||||||
Net investment income (loss) | 0.793 | 1.493 | 1.623 | 0.38 | ||||||||
Net realized and unrealized gains or losses on investments | 0.08 | (1.06) | 0.94 | 0.46 | ||||||||
Distributions to preferred shareholders from4 | ||||||||||||
Net investment income | (0.20) | (0.28) | (0.13) | (0.02) | ||||||||
Net realized gain | 0 | 05 | 0 | 0 | ||||||||
|
||||||||||||
Total from investment operations | 0.67 | 0.15 | 2.43 | 0.82 | ||||||||
|
||||||||||||
Distributions to common shareholders from | ||||||||||||
Net investment income | (0.74) | (1.43) | (1.62) | (0.39) | ||||||||
Net realized gain | (0.02) | 0 | 0 | 0 | ||||||||
|
||||||||||||
Total distribution to common shareholders | (0.76) | (1.43) | (1.62) | (0.39) | ||||||||
|
||||||||||||
Offering costs charged to capital for | ||||||||||||
Common shares | 0 | 0 | 0 | (0.04) | ||||||||
Preferred shares | 0 | 05 | 0 | (0.11) | ||||||||
|
||||||||||||
Total offering costs | 0 | 0 | 0 | (0.15) | ||||||||
|
||||||||||||
Net asset value, end of period | $ | 18.82 | $ 18.91 | $ | 20.19 | $ 19.38 | ||||||
|
||||||||||||
Market value, end of period | $ | 16.18 | $ 16.42 | $ | 18.49 | $ 18.15 | ||||||
|
||||||||||||
Total return6 | ||||||||||||
Based on market value | 3.13% | (3.77%) | 11.23% | (7.35%) | ||||||||
|
||||||||||||
Ratios and supplemental data | ||||||||||||
Net assets of common shareholders, end of period (thousands) | $ 791,681 | $ 795,244 | $ 849,127 | $ 814,948 | ||||||||
Liquidation value of preferred shares, end of period (thousands) | $ 400,376 | $ 400,309 | $ 400,165 | $ 400,098 | ||||||||
Asset coverage ratio, end of period | 297% | 299% | 312% | 304% | ||||||||
Ratios to average net assets applicable to common shareholders |
||||||||||||
Expenses including waivers/reimbursements but excluding expense reductions |
1.13%7 | 1.11% | 1.12% | 0.95%7 | ||||||||
Expenses excluding waivers/reimbursements and expense reductions |
1.13%7 | 1.11% | 1.12% | 0.95%7 | ||||||||
Net investment income (loss)8 | 6.24%7 | 6.08% | 6.99% | 5.13%7 | ||||||||
Portfolio turnover rate | 32% | 80% | 78% | 8% | ||||||||
|
1 For the period from June 25, 2003 (commencement of operations), to October 31, 2003.
2 Initial public offering price of $20.00 per share less underwriting discount of $0.90 per share.
3 Net investment income (loss) per share is based on average shares outstanding during the period.
4 Distributions to preferred shareholders per common share are based on average common shares outstanding during the period.
5 Amount represents less than $0.005 per share.
6 Total return is calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Dividends and distributions are assumed for the purposes of these calculations to be reinvested at prices obtained under the Funds Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions or sales charges.
7 Annualized
8 The net investment income (loss) ratio reflects income and realized gain distributions paid to preferred shareholders.
See Notes to Financial Statements
4
SCHEDULE OF INVESTMENTS
April 30, 2006 (unaudited)
Principal | ||||||||
Amount | Value | |||||||
|
||||||||
AGENCY MORTGAGE-BACKED COLLATERALIZED MORTGAGE | ||||||||
OBLIGATIONS 6.7% | ||||||||
FIXED-RATE 0.3% | ||||||||
FNMA, Ser. 2001-25, Class Z, 6.00%, 06/25/2031 | $ 2,010,942 | $ | 1,998,877 | |||||
|
||||||||
FLOATING-RATE 6.4% | ||||||||
FHLMC: | ||||||||
Ser. 196, Class A, 5.74%, 12/15/2021 | 288,798 | 290,415 | ||||||
Ser. 1500, Class FD, 4.48%, 05/15/2023 | 6,871,837 | 6,899,668 | ||||||
Ser. 2247, Class FC, 5.50%, 08/15/2030 | 1,433,933 | 1,442,622 | ||||||
Ser. 2390, Class FD, 5.35%, 12/15/2031 | 235,489 | 237,890 | ||||||
Ser. 2411, Class F, 5.45%, 02/15/2032 | 279,906 | 282,905 | ||||||
Ser. 2567, Class FH, 5.30%, 02/15/2033 | 713,521 | 715,790 | ||||||
Ser. T-62, Class 1A1, 4.95%, 10/25/2044 | 3,725,560 | 3,767,398 | ||||||
FNMA: | ||||||||
Ser. 2000-45, Class F, 5.41%, 12/25/2030 | 1,301,611 | 1,303,550 | ||||||
Ser. 2001-24, Class FC, 5.56%, 04/25/2031 | 455,678 | 458,585 | ||||||
Ser. 2001-35, Class F, 5.56%, 07/25/2031 | 97,927 | 99,792 | ||||||
Ser. 2001-37, Class F, 5.46%, 08/25/2031 | 509,466 | 511,927 | ||||||
Ser. 2001-57, Class F, 5.46%, 06/25/2031 | 98,591 | 100,113 | ||||||
Ser. 2001-62, Class FC, 5.61%, 11/25/2031 | 1,295,968 | 1,322,575 | ||||||
Ser. 2002-77: | ||||||||
Class FH, 5.31%, 12/18/2032 | 568,594 | 574,243 | ||||||
Class FV, 5.41%, 12/18/2032 | 1,926,936 | 1,954,178 | ||||||
Ser. 2002-95, Class FK, 5.46%, 01/25/2033 | 5,881,160 | 5,992,079 | ||||||
Ser. 2002-97, Class FR, 5.51%, 01/25/2033 | 204,701 | 206,765 | ||||||
Ser. 2003-W6, Class F, 5.31%, 09/25/2042 | 6,587,273 | 6,657,229 | ||||||
Ser. 2003-W8, Class 3F2, 5.31%, 05/25/2042 | 1,109,055 | 1,111,307 | ||||||
Ser. 2005-W4, Class 3A, 5.08%, 06/25/2035 | 11,110,571 | 11,281,981 | ||||||
Ser. G92-53, Class FA, 5.72%, 09/25/2022 | 2,669,046 | 2,717,438 | ||||||
GNMA, Ser. 1997-13, Class F, 5.44%, 09/16/2027 | 2,607,230 | 2,627,244 | ||||||
|
||||||||
50,555,694 | ||||||||
|
||||||||
Total Agency Mortgage-Backed Collateralized Mortgage Obligations | ||||||||
(cost $52,490,658) | 52,554,571 | |||||||
|
||||||||
AGENCY MORTGAGE-BACKED PASS THROUGH SECURITIES | 28.4% | |||||||
FIXED-RATE 2.9% | ||||||||
FNMA: | ||||||||
6.00%, 04/01/2033 | 798,972 | 793,603 | ||||||
6.50%, 11/01/2032 | 942,351 | 956,448 | ||||||
6.50%, TBA # | 11,235,000 | 11,428,107 | ||||||
7.00%, 09/01/2031 - 08/01/2032 | 3,030,802 | 3,132,029 | ||||||
7.35%, 02/01/2012 | 704,653 | 712,721 | ||||||
7.50%, 07/01/2017 - 07/01/2032 | 853,786 | 891,252 | ||||||
8.00%, 06/01/2030 | 277,937 | 295,850 | ||||||
GNMA: | ||||||||
6.50%, 06/15/2028 | 159,292 | 165,330 | ||||||
9.50%, 12/15/2009 - 04/15/2011 | 4,198,414 | 4,642,615 | ||||||
|
||||||||
23,017,955 | ||||||||
|
See Notes to Financial Statements
5
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||||
Amount | Value | |||||||
|
||||||||
AGENCY MORTGAGE-BACKED PASS THROUGH SECURITIES continued | ||||||||
FLOATING-RATE 25.5% | ||||||||
FHLMC: | ||||||||
3.18%, 12/01/2033 | $ 14,794,495 | $ | 14,950,429 | |||||
3.40%, 06/01/2033 | 2,721,202 | 2,721,766 | ||||||
4.01%, 12/01/2026 | 182,000 | 186,046 | ||||||
4.22%, 10/01/2033 | 461,974 | 475,224 | ||||||
4.29%, 10/01/2017 | 7,910 | 8,102 | ||||||
4.49%, 03/01/2018 | 319,235 | 327,755 | ||||||
4.63%, 08/01/2017 | 45,045 | 46,205 | ||||||
4.875%, 12/01/2018 | 98,864 | 102,372 | ||||||
4.90%, 06/01/2018 | 142,305 | 143,216 | ||||||
4.95%, 10/01/2022 | 236,707 | 242,565 | ||||||
5.03%, 05/01/2025 | 100,030 | 105,451 | ||||||
5.07%, 10/01/2035 | 6,250,890 | 6,146,500 | ||||||
5.21%, 01/01/2030 | 294,615 | 302,281 | ||||||
5.32%, 06/01/2030 | 657,149 | 658,637 | ||||||
5.33%, 05/01/2019 | 19,072 | 19,794 | ||||||
5.36%, 06/01/2035 | 250,329 | 251,013 | ||||||
5.375%, 10/01/2024 | 54,678 | 55,549 | ||||||
5.48%, 07/01/2032 | 4,163,950 | 4,166,328 | ||||||
5.51%, 08/01/2032 | 4,480,787 | 4,601,449 | ||||||
5.55%, 07/01/2030 | 254,129 | 262,893 | ||||||
5.56%, 06/01/2031 | 1,225,891 | 1,256,464 | ||||||
5.60%, 06/01/2028 | 206,209 | 209,669 | ||||||
5.78%, 06/01/2023 | 551,112 | 566,698 | ||||||
5.98%, 09/01/2032 | 1,771,209 | 1,833,644 | ||||||
6.02%, 10/01/2033 | 702,332 | 730,130 | ||||||
6.06%, 01/01/2027 | 466,873 | 476,434 | ||||||
6.10%, 10/01/2030 | 1,065,507 | 1,080,722 | ||||||
6.16%, 08/01/2030 | 1,100,995 | 1,159,171 | ||||||
6.73%, 09/01/2032 | 7,573,602 | 7,879,424 | ||||||
7.22%, 03/01/2031 | 131,133 | 133,308 | ||||||
8.50%, 03/01/2030 | 205,033 | 220,341 | ||||||
FNMA: | ||||||||
4.00%, 10/01/2029 | 261,206 | 261,518 | ||||||
4.15%, 12/01/2009 | 5,076,237 | 5,030,246 | ||||||
4.51%, 05/01/2033 | 3,596,052 | 3,522,894 | ||||||
4.55%, 03/01/2033 | 823,185 | 824,765 | ||||||
4.56%, 08/01/2020 | 2,581,200 | 2,550,948 | ||||||
4.64%, 06/01/2033 | 2,325,161 | 2,321,348 | ||||||
4.70%, 05/01/2029 | 8,494,230 | 8,569,829 | ||||||
4.75%, 12/01/2016 | 16,825 | 16,920 | ||||||
4.80%, 08/01/2034 | 9,367,800 | 9,351,875 | ||||||
4.81%, 02/01/2035 | 2,223,592 | 2,260,726 | ||||||
4.85%, 12/01/2017 | 1,393,994 | 1,421,763 | ||||||
4.88%, 04/01/2035 | 4,389,743 | 4,374,993 | ||||||
4.92%, 07/01/2020 | 1,258,236 | 1,249,341 |
See Notes to Financial Statements
6
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||||
Amount | Value | |||||||
|
||||||||
AGENCY MORTGAGE-BACKED PASS THROUGH SECURITIES continued | ||||||||
FLOATING-RATE continued | ||||||||
FNMA: | ||||||||
4.94%, 02/01/2035 | $ 2,634,606 | $ | 2,657,633 | |||||
4.98%, 03/01/2033 | 171,800 | 170,416 | ||||||
4.99%, 10/01/2033 | 464,830 | 457,244 | ||||||
4.99%, 12/01/2031 - 11/01/2035 | 5,220,303 | 5,315,431 | ||||||
5.00%, 01/01/2017 - 03/01/2034 | 3,116,690 | 3,176,386 | ||||||
5.03%, 03/01/2035 | 7,538,801 | 7,811,555 | ||||||
5.09%, 07/01/2044 | 3,193,605 | 3,254,730 | ||||||
5.12%, 04/01/2034 | 2,051,570 | 2,092,273 | ||||||
5.14%, 09/01/2041 | 2,257,933 | 2,280,338 | ||||||
5.15%, 03/01/2034 | 2,244,477 | 2,267,842 | ||||||
5.16%, 07/01/2032 | 2,546,708 | 2,613,457 | ||||||
5.19%, 01/01/2034 | 1,151,968 | 1,163,349 | ||||||
5.29%, 06/01/2040 - 12/01/2040 | 8,139,415 | 8,262,303 | ||||||
5.31%, 04/01/2034 | 5,102,894 | 5,243,020 | ||||||
5.37%, 10/01/2032 | 367,288 | 377,708 | ||||||
5.38%, 04/01/2025 - 06/01/2031 | 738,484 | 745,843 | ||||||
5.49%, 07/01/2033 | 1,803,449 | 1,860,520 | ||||||
5.75%, 12/01/2034 | 2,835,286 | 2,937,187 | ||||||
5.77%, 12/01/2035 (h) | 8,971,186 | 9,241,398 | ||||||
5.85%, 04/01/2031 | 1,365,106 | 1,374,362 | ||||||
5.90%, 10/01/2035 | 7,417,117 | 7,677,458 | ||||||
5.95%, 02/01/2035 | 6,346,465 | 6,561,039 | ||||||
5.99%, 04/01/2034 | 3,130,906 | 3,247,783 | ||||||
6.00%, 05/01/2021 - 04/01/2035 | 7,986,451 | 7,960,687 | ||||||
6.01%, 02/01/2035 | 1,036,387 | 1,080,890 | ||||||
6.02%, 10/01/2034 | 2,038,147 | 2,093,748 | ||||||
6.06%, 12/01/2022 | 45,296 | 45,825 | ||||||
6.125%, 08/01/2021 | 34,100 | 34,007 | ||||||
6.13%, 04/01/2028 | 1,270,537 | 1,301,944 | ||||||
6.33%, 11/01/2024 | 727,977 | 740,753 | ||||||
6.34%, 01/01/2033 | 2,142,729 | 2,161,114 | ||||||
6.55%, 09/01/2024 | 13,230 | 13,387 | ||||||
6.82%, 09/01/2032 | 743,428 | 771,083 | ||||||
7.10%, 04/01/2033 | 1,028,017 | 1,047,003 | ||||||
GNMA: | ||||||||
4.50%, 09/20/2030 | 752,848 | 768,477 | ||||||
5.00%, 11/20/2030 - 10/20/2031 | 2,771,644 | 2,818,908 | ||||||
5.125%, 10/20/2029 - 11/20/2030 | 3,673,695 | 3,739,900 | ||||||
5.25%, 02/20/2029 | 1,467,307 | 1,497,138 | ||||||
5.375%, 01/20/2027 - 03/20/2028 | 758,616 | 777,659 | ||||||
5.50%, 02/20/2031 | 937,857 | 966,856 | ||||||
|
||||||||
201,685,400 | ||||||||
|
||||||||
Total Agency Mortgage-Backed Pass Through Securities | ||||||||
(cost $226,022,460) | 224,703,355 | |||||||
|
See Notes to Financial Statements
7
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||||
Amount | Value | |||||||
|
||||||||
AGENCY REPERFORMING MORTGAGE-BACKED PASS THROUGH | ||||||||
SECURITIES 0.7% | ||||||||
FNMA: | ||||||||
Ser. 2001-T10, Class A2, 7.50%, 12/25/2041 | $ | 613,145 | $ | 647,806 | ||||
Ser. 2002-T6, Class A4, 5.16%, 03/25/2041 | 2,267,099 | 2,290,881 | ||||||
Ser. 2003-W2, Class 2A8, 5.67%, 07/25/2042 | 700,000 | 725,844 | ||||||
Ser. 2003-W6, Class 3A, 6.50%, 09/25/2042 | 1,469,327 | 1,490,574 | ||||||
|
||||||||
Total Agency Reperforming Mortgage-Backed Pass Through Securities | ||||||||
(cost $5,254,972) | 5,155,105 | |||||||
|
||||||||
CORPORATE BONDS 70.9% | ||||||||
CONSUMER DISCRETIONARY 19.9% | ||||||||
Auto Components 2.0% | ||||||||
Accuride Corp., 8.50%, 02/01/2015 | 3,000,000 | 2,977,500 | ||||||
Goodyear Tire & Rubber Co., 9.00%, 07/01/2015 (p) | 3,000,000 | 3,105,000 | ||||||
Tenneco Automotive, Inc., 8.625%, 11/15/2014 (p) | 6,125,000 | 6,232,187 | ||||||
TRW Automotive, Inc., 11.00%, 02/15/2013 | 3,000,000 | 3,330,000 | ||||||
|
||||||||
15,644,687 | ||||||||
|
||||||||
Automobiles 0.4% | ||||||||
General Motors Corp., 8.375%, 07/15/2033 (p) | 4,250,000 | 3,187,500 | ||||||
|
||||||||
Diversified Consumer Services 0.5% | ||||||||
Carriage Services, Inc., 7.875%, 01/15/2015 | 1,540,000 | 1,566,950 | ||||||
Service Corporation International, 7.50%, 06/15/2017 144A | 2,575,000 | 2,536,375 | ||||||
|
||||||||
4,103,325 | ||||||||
|
||||||||
Hotels, Restaurants & Leisure 3.4% | ||||||||
Inn of the Mountain Gods Resort & Casino, 12.00%, 11/15/2010 (p) | 3,000,000 | 3,262,500 | ||||||
Isle of Capri Casinos, Inc., 7.00%, 03/01/2014 | 3,250,000 | 3,209,375 | ||||||
Mandalay Resort Group, Ser. B, 10.25%, 08/01/2007 | 7,000,000 | 7,367,500 | ||||||
MGM MIRAGE, Inc., 9.75%, 06/01/2007 | 5,500,000 | 5,733,750 | ||||||
Seneca Gaming Corp., Ser. B, 7.25%, 05/01/2012 | 1,500,000 | 1,500,000 | ||||||
Universal City Development Partners, Ltd., 11.75%, 04/01/2010 | 5,250,000 | 5,807,812 | ||||||
|
||||||||
26,880,937 | ||||||||
|
||||||||
Household Durables 0.9% | ||||||||
Hovnanian Enterprises, Inc., 7.75%, 05/15/2013 | 1,750,000 | 1,743,438 | ||||||
Standard Pacific Corp., 9.25%, 04/15/2012 | 3,000,000 | 3,105,000 | ||||||
Technical Olympic USA, Inc., 10.375%, 07/01/2012 | 2,000,000 | 2,060,000 | ||||||
|
||||||||
6,908,438 | ||||||||
|
||||||||
Media 8.5% | ||||||||
AMC Entertainment, Inc., Ser. B, 8.625%, 08/15/2012 (p) | 4,570,000 | 4,798,500 | ||||||
American Media Operations, Inc., Ser. B, 10.25%, 05/01/2009 | 3,000,000 | 2,827,500 | ||||||
Cablevision Systems Corp., Ser. B, 8.00%, 04/15/2012 (p) | 4,425,000 | 4,436,062 | ||||||
Cinemark USA, Inc., 9.00%, 02/01/2013 | 5,000,000 | 5,375,000 | ||||||
CSC Holdings, Inc., 7.625%, 04/01/2011 | 1,800,000 | 1,840,500 |
See Notes to Financial Statements
8
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||
Amount | Value | |||||
|
||||||
CORPORATE BONDS continued | ||||||
CONSUMER DISCRETIONARY continued | ||||||
Media continued | ||||||
Dex Media East, LLC: | ||||||
9.875%, 11/15/2009 | $ 5,500,000 | $ | 5,885,000 | |||
12.125%, 11/15/2012 | 3,000,000 | 3,408,750 | ||||
Houghton Mifflin Co.: | ||||||
8.25%, 02/01/2011 | 6,125,000 | 6,370,000 | ||||
Sr. Disc. Note, Step Bond, 0.00%, 10/15/2013 (+) | 3,000,000 | 2,565,000 | ||||
Mediacom Communications Corp., 9.50%, 01/15/2013 (p) | 9,000,000 | 9,247,500 | ||||
Paxson Communications Corp., FRN, 11.32%, 01/15/2013 144A | 4,000,000 | 4,060,000 | ||||
R.H. Donnelley Corp., 10.875%, 12/15/2012 | 5,000,000 | 5,575,000 | ||||
Sinclair Broadcast Group, Inc., 8.00%, 03/15/2012 | 3,000,000 | 3,067,500 | ||||
Sirius Satellite Radio, Inc., 9.625%, 08/01/2013 | 4,725,000 | 4,642,312 | ||||
Visant Corp., 7.625%, 10/01/2012 | 3,035,000 | 3,027,413 | ||||
|
||||||
67,126,037 | ||||||
|
||||||
Multi-line Retail 0.8% | ||||||
Neiman Marcus Group, Inc.: | ||||||
9.00%, 10/15/2015 144A | 3,000,000 | 3,202,500 | ||||
10.375%, 10/15/2015 144A (p) | 3,000,000 | 3,225,000 | ||||
|
||||||
6,427,500 | ||||||
|
||||||
Specialty Retail 1.2% | ||||||
American Achievement Corp., 8.25%, 04/01/2012 | 1,845,000 | 1,881,900 | ||||
Linens n Things, Inc., 10.70%, 01/15/2014 144A (p) | 1,750,000 | 1,780,625 | ||||
United Auto Group, Inc., 9.625%, 03/15/2012 | 5,750,000 | 6,145,313 | ||||
|
||||||
9,807,838 | ||||||
|
||||||
Textiles, Apparel & Luxury Goods 2.4% | ||||||
Levi Strauss & Co.: | ||||||
9.75%, 01/15/2015 (p) | 5,975,000 | 6,333,500 | ||||
12.25%, 12/15/2012 | 2,750,000 | 3,121,250 | ||||
Norcross Safety Products, LLC, Ser. B, 9.875%, 08/15/2011 | 6,000,000 | 6,315,000 | ||||
Warnaco Group, Inc., 8.875%, 06/15/2013 | 3,000,000 | 3,172,500 | ||||
|
||||||
18,942,250 | ||||||
|
||||||
CONSUMER STAPLES 2.1% | ||||||
Food & Staples Retailing 0.7% | ||||||
Rite Aid Corp., 12.50%, 09/15/2006 | 5,725,000 | 5,882,438 | ||||
|
||||||
Food Products 0.7% | ||||||
Del Monte Foods Co., 8.625%, 12/15/2012 | 5,608,000 | 5,916,440 | ||||
|
||||||
Personal Products 0.7% | ||||||
Playtex Products, Inc., 8.00%, 03/01/2011 | 5,125,000 | 5,432,500 | ||||
|
See Notes to Financial Statements
9
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||
Amount | Value | |||||
|
||||||
CORPORATE BONDS continued | ||||||
ENERGY 8.7% | ||||||
Energy Equipment & Services 2.9% | ||||||
Dresser, Inc., 9.375%, 04/15/2011 | $ 6,000,000 | $ | 6,270,000 | |||
GulfMark Offshore, Inc., 7.75%, 07/15/2014 | 1,675,000 | 1,700,125 | ||||
Hanover Compressor Co., 8.75%, 09/01/2011 | 3,000,000 | 3,142,500 | ||||
Parker Drilling Co., 9.625%, 10/01/2013 (p) | 5,141,000 | 5,706,510 | ||||
SESI, LLC, 8.875%, 05/15/2011 (h) | 6,000,000 | 6,300,000 | ||||
|
||||||
23,119,135 | ||||||
|
||||||
Oil, Gas & Consumable Fuels 5.8% | ||||||
ANR Pipeline Co., 8.875%, 03/15/2010 | 1,135,000 | 1,210,478 | ||||
Chesapeake Energy Corp.: | ||||||
6.875%, 01/15/2016 | 3,500,000 | 3,465,000 | ||||
7.75%, 01/15/2015 | 6,925,000 | 7,184,687 | ||||
El Paso Corp., 7.875%, 06/15/2012 | 3,000,000 | 3,120,000 | ||||
El Paso Production Holding Co., 7.75%, 06/01/2013 | 4,500,000 | 4,663,125 | ||||
Exco Resources, Inc., 7.25%, 01/15/2011 | 900,000 | 893,250 | ||||
Overseas Shipholding Group, Inc., 8.25%, 03/15/2013 | 6,000,000 | 6,390,000 | ||||
Plains Exploration & Production Co., 8.75%, 07/01/2012 (p) | 5,501,000 | 5,844,812 | ||||
Premcor Refining Group, Inc., 9.50%, 02/01/2013 | 2,650,000 | 2,919,767 | ||||
Targa Resources, Inc., 8.50%, 11/01/2013 144A | 2,900,000 | 2,950,750 | ||||
Williams Cos.: | ||||||
7.50%, 01/15/2031 | 2,850,000 | 2,921,250 | ||||
8.125%, 03/15/2012 | 4,150,000 | 4,476,813 | ||||
|
||||||
46,039,932 | ||||||
|
||||||
FINANCIALS 4.3% | ||||||
Consumer Finance 2.1% | ||||||
CCH II Capital Corp., 10.25%, 09/15/2010 | 390,000 | 394,875 | ||||
General Motors Acceptance Corp.: | ||||||
5.625%, 05/15/2009 (p) | 3,500,000 | 3,280,711 | ||||
6.125%, 09/15/2006 (p) | 3,000,000 | 2,976,645 | ||||
Northern Telecom Capital Corp., 7.875%, 06/15/2026 | 3,000,000 | 2,962,500 | ||||
Terra Capital, Inc., 11.50%, 06/01/2010 (h) | 3,600,000 | 3,996,000 | ||||
Triad Financial Corp., Ser. B, 11.125%, 05/01/2013 | 2,900,000 | 2,885,500 | ||||
|
||||||
16,496,231 | ||||||
|
||||||
Insurance 0.7% | ||||||
Crum & Forster Holdings Corp., 10.375%, 06/15/2013 (p) | 5,000,000 | 5,225,000 | ||||
|
||||||
Real Estate 1.6% | ||||||
Crescent Real Estate Equities Co., REIT, 9.25%, 04/15/2009 | 3,500,000 | 3,661,875 | ||||
Omega Healthcare Investors, Inc., REIT, 7.00%, 04/01/2014 | 550,000 | 541,750 | ||||
Saxon Capital, Inc., REIT, 12.00%, 05/01/2014 144A # | 2,000,000 | 2,090,000 | ||||
Thornburg Mortgage, Inc., REIT, 8.00%, 05/15/2013 | 6,000,000 | 5,985,000 | ||||
|
||||||
12,278,625 | ||||||
|
See Notes to Financial Statements
10
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||
Amount | Value | |||||
|
||||||
CORPORATE BONDS continued | ||||||
HEALTH CARE 2.7% | ||||||
Health Care Equipment & Supplies 0.8% | ||||||
Universal Hospital Services, Inc., 10.125%, 11/01/2011 | $ 5,920,000 | $ | 6,142,000 | |||
|
||||||
Health Care Providers & Services 2.0% | ||||||
HCA, Inc., 8.75%, 09/01/2010 | 7,050,000 | 7,670,957 | ||||
IASIS Healthcare Corp., 8.75%, 06/15/2014 | 4,575,000 | 4,643,625 | ||||
Select Medical Corp., 7.625%, 02/01/2015 | 3,500,000 | 3,176,250 | ||||
|
||||||
15,490,832 | ||||||
|
||||||
INDUSTRIALS 3.6% | ||||||
Commercial Services & Supplies 1.8% | ||||||
Allied Waste North America, Inc., 9.25%, 09/01/2012 | 7,000,000 | 7,577,500 | ||||
NationsRent Companies, Inc., 9.50%, 10/15/2010 | 6,000,000 | 6,525,000 | ||||
|
||||||
14,102,500 | ||||||
|
||||||
Machinery 1.8% | ||||||
Case New Holland, Inc., 9.25%, 08/01/2011 | 9,750,000 | 10,408,125 | ||||
Commercial Vehicle Group, Inc., 8.00%, 07/01/2013 | 1,775,000 | 1,783,875 | ||||
Dresser Rand Group, Inc., 7.375%, 11/01/2014 144A | 2,269,000 | 2,331,398 | ||||
|
||||||
14,523,398 | ||||||
|
||||||
INFORMATION TECHNOLOGY 2.8% | ||||||
Electronic Equipment & Instruments 0.5% | ||||||
Da-Lite Screen Co., Inc., 9.50%, 05/15/2011 | 3,650,000 | 3,896,375 | ||||
|
||||||
IT Services 1.5% | ||||||
SunGard Data Systems, Inc.: | ||||||
9.125%, 08/15/2013 144A | 9,450,000 | 10,135,125 | ||||
10.25%, 08/15/2015 144A | 1,750,000 | 1,890,000 | ||||
|
||||||
12,025,125 | ||||||
|
||||||
Software 0.8% | ||||||
UGS Corp., 10.00%, 06/01/2012 | 5,740,000 | 6,299,650 | ||||
|
||||||
MATERIALS 13.6% | ||||||
Chemicals 4.2% | ||||||
Equistar Chemicals, LP, 10.625%, 05/01/2011 | 5,700,000 | 6,241,500 | ||||
Huntsman Advanced Materials, LLC, 11.625%, 10/15/2010 | 3,000,000 | 3,390,000 | ||||
Huntsman International, LLC, 11.50%, 07/15/2012 | 6,300,000 | 7,245,000 | ||||
Lyondell Chemical Co.: | ||||||
9.50%, 12/15/2008 | 1,880,000 | 1,969,300 | ||||
10.50%, 06/01/2013 | 3,960,000 | 4,450,050 | ||||
11.125%, 07/15/2012 | 1,165,000 | 1,293,150 | ||||
PQ Corp., 7.50%, 02/15/2013 144A | 2,570,000 | 2,454,350 | ||||
Tronox Worldwide, Inc., 9.50%, 12/01/2012 144A | 6,125,000 | 6,461,875 | ||||
|
||||||
33,505,225 | ||||||
|
See Notes to Financial Statements
11
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||
Amount | Value | |||||
|
||||||
CORPORATE BONDS continued | ||||||
MATERIALS continued | ||||||
Containers & Packaging 3.3% | ||||||
Crown Holdings, Inc., 7.75%, 11/15/2015 144A | $ 5,300,000 | $ | 5,472,250 | |||
Graham Packaging Co., 9.875%, 10/15/2014 (p) | 3,075,000 | 3,174,938 | ||||
Graphic Packaging International, Inc., 9.50%, 08/15/2013 (p) | 6,000,000 | 5,850,000 | ||||
Owens-Brockway Glass Containers, Inc.: | ||||||
8.25%, 05/15/2013 | 4,300,000 | 4,439,750 | ||||
8.75%, 11/15/2012 | 4,050,000 | 4,343,625 | ||||
Smurfit-Stone Container Corp., 8.375%, 07/01/2012 | 3,175,000 | 3,111,500 | ||||
|
||||||
26,392,063 | ||||||
|
||||||
Metals & Mining 4.0% | ||||||
Foundation Pennsylvania Coal Co., 7.25%, 08/01/2014 | 3,595,000 | 3,621,963 | ||||
Freeport-McMoRan Copper & Gold, Inc.: | ||||||
6.875%, 02/01/2014 | 4,705,000 | 4,693,237 | ||||
10.125%, 02/01/2010 | 1,450,000 | 1,562,375 | ||||
Indalex Holding Corp., 11.50%, 02/01/2014 144A | 7,000,000 | 6,877,500 | ||||
Oregon Steel Mills, Inc., 10.00%, 07/15/2009 | 4,350,000 | 4,621,875 | ||||
United States Steel Corp., 10.75%, 08/01/2008 | 9,450,000 | 10,371,375 | ||||
|
||||||
31,748,325 | ||||||
|
||||||
Paper & Forest Products 2.1% | ||||||
Boise Cascade, LLC, 7.125%, 10/15/2014 (p) | 1,000,000 | 955,000 | ||||
Bowater, Inc., 9.375%, 12/15/2021 | 3,000,000 | 3,090,000 | ||||
Buckeye Technologies, Inc., 8.50%, 10/01/2013 | 5,000,000 | 5,037,500 | ||||
Georgia Pacific Corp.: | ||||||
8.00%, 01/15/2024 | 1,670,000 | 1,674,175 | ||||
8.125%, 05/15/2011 | 6,000,000 | 6,255,000 | ||||
|
||||||
17,011,675 | ||||||
|
||||||
TELECOMMUNICATION SERVICES 7.5% | ||||||
Diversified Telecommunication Services 2.8% | ||||||
Consolidated Communications, Inc., 9.75%, 04/01/2012 | 3,900,000 | 4,173,000 | ||||
Insight Midwest, LP: | ||||||
9.75%, 10/01/2009 | 3,750,000 | 3,871,875 | ||||
10.50%, 11/01/2010 | 3,500,000 | 3,696,875 | ||||
Qwest Communications International, Inc.: | ||||||
7.875%, 09/01/2011 | 3,000,000 | 3,161,250 | ||||
8.875%, 03/15/2012 | 5,250,000 | 5,775,000 | ||||
Time Warner Telecom, Inc., 9.25%, 02/15/2014 | 1,500,000 | 1,605,000 | ||||
|
||||||
22,283,000 | ||||||
|
||||||
Wireless Telecommunication Services 4.7% | ||||||
Alamosa Holdings, Inc.: | ||||||
8.50%, 01/31/2012 | 1,500,000 | 1,614,375 | ||||
11.00%, 07/31/2010 | 1,600,000 | 1,778,000 |
See Notes to Financial Statements
12
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||||
Amount | Value | |||||||
|
||||||||
CORPORATE BONDS continued | ||||||||
TELECOMMUNICATION SERVICES continued | ||||||||
Wireless Telecommunication Services continued | ||||||||
American Cellular Corp., 10.00%, 08/01/2011 | $ 2,500,000 | $ | 2,725,000 | |||||
Centennial Communications Corp.: | ||||||||
10.00%, 01/01/2013 | 1,500,000 | 1,567,500 | ||||||
10.125%, 06/15/2013 | 4,000,000 | 4,395,000 | ||||||
Dobson Communications Corp.: | ||||||||
8.375%, 11/01/2011 | 1,500,000 | 1,597,500 | ||||||
8.875%, 10/01/2013 (p) | 1,750,000 | 1,798,125 | ||||||
Horizon PCS, Inc., 11.375%, 07/15/2012 | 2,200,000 | 2,508,000 | ||||||
Rural Cellular Corp.: | ||||||||
8.25%, 03/15/2012 | 5,750,000 | 6,066,250 | ||||||
9.75%, 01/15/2010 (p) | 3,125,000 | 3,238,281 | ||||||
Sprint Nextel Corp., Inc., Ser. D, 7.375%, 08/01/2015 | 6,000,000 | 6,268,338 | ||||||
UbiquiTel, Inc., 9.875%, 03/01/2011 | 1,500,000 | 1,653,750 | ||||||
US Unwired, Inc., Ser. B, 10.00%, 06/15/2012 | 1,500,000 | 1,687,500 | ||||||
|
||||||||
36,897,619 | ||||||||
|
||||||||
UTILITIES 5.3% | ||||||||
Electric Utilities 1.8% | ||||||||
Edison Mission Energy, 10.00%, 08/15/2008 | 5,250,000 | 5,676,562 | ||||||
Reliant Energy, Inc.: | ||||||||
9.25%, 07/15/2010 (p) | 3,000,000 | 3,056,250 | ||||||
9.50%, 07/15/2013 (p) | 5,500,000 | 5,610,000 | ||||||
|
||||||||
14,342,812 | ||||||||
|
||||||||
Gas Utilities 0.5% | ||||||||
SEMCO Energy, Inc., 7.75%, 05/15/2013 | 4,000,000 | 4,189,648 | ||||||
|
||||||||
Independent Power Producers & Energy Traders 3.0% | ||||||||
AES Corp., 9.00%, 05/15/2015 144A | 6,800,000 | 7,446,000 | ||||||
Dynegy, Inc., 8.375%, 05/01/2016 144A | 9,000,000 | 9,000,000 | ||||||
Mirant Americas Generation, LLC, 8.50%, 10/01/2021 | 3,000,000 | 3,052,500 | ||||||
Mirant Corp., 7.375%, 12/31/2013 144A | 4,425,000 | 4,463,719 | ||||||
|
||||||||
23,962,219 | ||||||||
|
||||||||
Total Corporate Bonds (cost $557,334,339) | 562,231,279 | |||||||
|
||||||||
FOREIGN BONDS - CORPORATE (PRINCIPAL AMOUNT DENOMINATED IN | ||||||||
CURRENCY INDICATED) 15.8% | ||||||||
CONSUMER DISCRETIONARY 0.3% | ||||||||
Auto Components 0.1% | ||||||||
TRW Automotive, Inc., 10.125%, 02/15/2013 EUR | 704,000 | 993,876 | ||||||
|
||||||||
Multi-line Retail 0.2% | ||||||||
Woolworths Group plc, 8.75%, 11/15/2006 GBP | 750,000 | 1,403,135 | ||||||
|
See Notes to Financial Statements
13
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||
Amount | Value | |||||
|
||||||
FOREIGN BONDS - CORPORATE (PRINCIPAL AMOUNT DENOMINATED IN | ||||||
CURRENCY INDICATED) continued | ||||||
CONSUMER STAPLES 0.7% | ||||||
Beverages 0.2% | ||||||
Canandaigua Brands, Inc., 8.50%, 11/15/2009 GBP | 750,000 | $ | 1,479,682 | |||
|
||||||
Food & Staples Retailing 0.2% | ||||||
Ahold USA, Inc., 5.875%, 03/14/2012 EUR | 1,000,000 | 1,309,977 | ||||
|
||||||
Tobacco 0.3% | ||||||
Imperial Tobacco plc, 6.50%, 11/13/2008 GBP | 1,500,000 | 2,814,472 | ||||
|
||||||
ENERGY 0.1% | ||||||
Oil, Gas & Consumable Fuels 0.1% | ||||||
Transco plc, 7.00%, 12/15/2008 AUD | 1,000,000 | 772,176 | ||||
|
||||||
FINANCIALS 13.8% | ||||||
Capital Markets 0.8% | ||||||
Deutsche Bank AG, FRN, 3.83%, 08/09/2007 CAD | 6,200,000 | 5,539,471 | ||||
Morgan Stanley, FRN, 5.42%, 11/14/2013 GBP | 510,000 | 929,454 | ||||
|
||||||
6,468,925 | ||||||
|
||||||
Commercial Banks 6.8% | ||||||
BOS International Australia, 3.50%, 01/22/2007 CAD | 5,000,000 | 4,435,837 | ||||
DnB NOR ASA, FRN, 4.11%, 12/08/2008 CAD | 4,000,000 | 3,565,694 | ||||
Eurofima: | ||||||
5.50%, 09/15/2009 AUD | 2,400,000 | 1,796,924 | ||||
6.50%, 08/22/2011 AUD | 5,000,000 | 3,876,849 | ||||
European Investment Bank: | ||||||
4.00%, 04/15/2009 SEK | 5,000,000 | 692,696 | ||||
4.25%, 12/07/2010 GBP | 1,950,000 | 3,456,948 | ||||
FRN, 2.90%, 08/16/2013 GBP | 800,000 | 1,663,376 | ||||
MTN: | ||||||
5.75%, 09/15/2009 AUD | 5,470,000 | 4,131,345 | ||||
8.00%, 10/21/2013 ZAR | 58,430,000 | 9,997,429 | ||||
Kreditanstalt für Wiederaufbau, 4.75%, 12/07/2010 GBP | 3,790,000 | 6,852,893 | ||||
Landwirtschaftliche Rentenbank, 6.00%, 09/15/2009 AUD | 7,100,000 | 5,383,469 | ||||
Rabobank Australia, Ltd., 6.25%, 11/22/2011 NZD | 725,000 | 453,160 | ||||
Rabobank Nederland: | ||||||
4.25%, 01/05/2009 CAD | 3,030,000 | 2,687,441 | ||||
FRN, 4.02%, 06/18/2007 CAD | 5,000,000 | 4,464,636 | ||||
|
||||||
53,458,697 | ||||||
|
||||||
Consumer Finance 1.6% | ||||||
ABB International Finance, Ltd., 6.50%, 11/30/2011 EUR | 2,360,000 | 3,288,978 | ||||
General Electric Capital Corp., 5.25%, 12/10/2013 GBP | 1,880,000 | 3,437,186 | ||||
HSBC Finance Corp., 7.00%, 03/27/2012 GBP | 370,000 | 729,470 | ||||
KfW International Finance, Inc., 6.25%, 12/17/2007 NZD | 9,160,000 | 5,763,354 | ||||
|
||||||
13,218,988 | ||||||
|
||||||
Diversified Financial Services 0.2% | ||||||
Lighthouse Group plc, 8.00%, 04/30/2014 EUR | 1,000,000 | 1,355,942 | ||||
|
See Notes to Financial Statements
14
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||
Amount | Value | |||||
|
||||||
FOREIGN BONDS - CORPORATE (PRINCIPAL AMOUNT DENOMINATED IN | ||||||
CURRENCY INDICATED) continued | ||||||
FINANCIALS continued | ||||||
Insurance 0.1% | ||||||
Travelers Insurance Co., 6.00%, 04/07/2009 AUD | 1,000,000 | $ | 754,654 | |||
|
||||||
Thrifts & Mortgage Finance 4.3% | ||||||
Canada Housing Trust, Ser. 5, 3.70%, 09/15/2008 CAD | 6,280,000 | 5,535,856 | ||||
Nykredit, 5.00%, 10/01/2035 DKK | 80,888,836 | 13,489,573 | ||||
Totalkredit, FRN, 3.07%, 01/01/2015 DKK | 86,241,276 | 14,625,948 | ||||
|
||||||
33,651,377 | ||||||
|
||||||
INDUSTRIALS 0.2% | ||||||
Machinery 0.2% | ||||||
Harsco Corp., 7.25%, 10/27/2010 GBP | 1,000,000 | 1,963,159 | ||||
|
||||||
INFORMATION TECHNOLOGY 0.3% | ||||||
Office Electronics 0.3% | ||||||
Xerox Corp., 9.75%, 01/15/2009 EUR | 1,800,000 | 2,602,529 | ||||
|
||||||
TELECOMMUNICATION SERVICES 0.4% | ||||||
Diversified Telecommunication Services 0.4% | ||||||
Deutsche Telekom AG, 6.25%, 12/09/2010 GBP | 1,700,000 | 3,210,339 | ||||
|
||||||
Total Foreign Bonds - Corporate (Principal Amount Denominated in | ||||||
Currency Indicated) (cost $120,693,707) | 125,457,928 | |||||
|
||||||
FOREIGN BONDS - GOVERNMENT (PRINCIPAL AMOUNT DENOMINATED | ||||||
IN CURRENCY INDICATED) 17.1% | ||||||
Australia, 4.00%, 08/20/2020 AUD # | 12,627,000 | 14,312,809 | ||||
Canada, 4.25%, 12/01/2026 CAD | 10,955,188 | 14,009,492 | ||||
Hong Kong, 4.76%, 06/18/2007 HKD | 69,750,000 | 9,066,533 | ||||
Hungary, 9.25%, 10/12/2007 HUF | 1,740,300,000 | 8,606,512 | ||||
Korea, 5.25%, 09/10/2015 KRW | 2,850,000,000 | 3,023,783 | ||||
Mexico, 10.00%, 12/05/2024 MXN | 80,300,000 | 8,062,116 | ||||
New Zealand: | ||||||
6.00%, 04/15/2015 NZD | 50,000 | 32,297 | ||||
6.50%, 04/15/2013 NZD | 6,606,000 | 4,372,643 | ||||
Norway, 6.00%, 05/16/2011 NOK | 81,865,000 | 14,544,037 | ||||
Ontario Province: | ||||||
4.50%, 04/17/2008 CAD | 5,250,000 | 4,698,886 | ||||
5.75%, 03/03/2008 NZD | 5,000,000 | 3,124,447 | ||||
Singapore, 3.625%, 07/01/2014 SGD | 14,100,000 | 9,037,295 | ||||
Sweden: | ||||||
5.25%, 03/15/2011 SEK | 70,000,000 | 10,221,222 | ||||
5.50%, 10/08/2012 SEK | 102,910,000 | 15,386,057 | ||||
United Kingdom, 6.55%, 08/23/2011 GBP | 3,491,000 | 16,952,934 | ||||
|
||||||
Total Foreign Bonds - Government (Principal Amount Denominated in | ||||||
Currency Indicated) (cost $136,435,701) | 135,451,063 | |||||
|
||||||
U.S. TREASURY OBLIGATIONS 1.1% | ||||||
U.S. Treasury Notes, 2.00%, 01/15/2016 (cost $8,523,537) | $ 8,805,720 | 8,515,756 | ||||
|
See Notes to Financial Statements
15
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
Principal | ||||||||||
Amount | Value | |||||||||
|
||||||||||
YANKEE OBLIGATIONS - CORPORATE 3.7% | ||||||||||
CONSUMER DISCRETIONARY 0.8% | ||||||||||
Media 0.8% | ||||||||||
IMAX Corp., 9.625%, 12/01/2010 (p) | $ 6,000,000 | $ | 6,435,000 | |||||||
|
||||||||||
FINANCIALS 0.4% | ||||||||||
Capital Markets 0.0% | ||||||||||
UBS Luxembourg SA, FRN, 6.86%, 10/24/2006 | 260,000 | 262,704 | ||||||||
|
||||||||||
Diversified Financial Services 0.4% | ||||||||||
Ship Finance International, Ltd., 8.50%, 12/15/2013 | 3,455,000 | 3,256,338 | ||||||||
|
||||||||||
INFORMATION TECHNOLOGY 0.7% | ||||||||||
Electronic Equipment & Instruments 0.7% | ||||||||||
Celestica, Inc.: | ||||||||||
7.625%, 07/01/2013 (p) | 2,250,000 | 2,261,250 | ||||||||
7.875%, 07/01/2011 (p) | 3,175,000 | 3,246,437 | ||||||||
|
||||||||||
5,507,687 | ||||||||||
|
||||||||||
MATERIALS 0.8% | ||||||||||
Metals & Mining 0.8% | ||||||||||
Novelis, Inc., 7.75%, 02/15/2015 144A | 6,300,000 | 6,142,500 | ||||||||
|
||||||||||
TELECOMMUNICATION SERVICES 1.0% | ||||||||||
Diversified Telecommunication Services 0.3% | ||||||||||
Northern Telecom, Ltd., 6.875%, 09/01/2023 | 3,000,000 | 2,812,500 | ||||||||
|
||||||||||
Wireless Telecommunication Services 0.7% | ||||||||||
Rogers Wireless, Inc.: | ||||||||||
7.50%, 03/15/2015 | 1,750,000 | 1,850,625 | ||||||||
9.625%, 05/01/2011 | 3,000,000 | 3,412,500 | ||||||||
|
||||||||||
5,263,125 | ||||||||||
|
||||||||||
Total Yankee Obligations - Corporate (cost $29,761,825) | 29,679,854 | |||||||||
|
|
|||||||||
Shares | Value | |||||||||
|
||||||||||
SHORT-TERM INVESTMENTS 16.2% | ||||||||||
MUTUAL FUND SHARES 16.2% | ||||||||||
Evergreen Institutional Money Market Fund ø ## | 39,062,467 | 39,062,467 | ||||||||
Navigator Prime Portfolio (pp) | 88,839,912 | 88,839,912 | ||||||||
|
||||||||||
Total Short-Term Investments (cost $127,902,379) | 127,902,379 | |||||||||
|
||||||||||
Total Investments (cost $1,264,419,579) 160.6% | 1,271,651,290 | |||||||||
Other Assets and Liabilities and Preferred Shares | (60.6)% | (479,970,467) | ||||||||
|
||||||||||
Net Assets Applicable to Common Shareholders | 100.0% | $ | 791,680,823 | |||||||
|
See Notes to Financial Statements
16
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
# | When-issued or delayed delivery security | |
(h) | Security is valued at fair value as determined by the investment advisor in good faith, according to procedures approved | |
by the Board of Trustees. | ||
(p) | All or a portion of this security is on loan. | |
144A | Security that may be sold to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. | |
This security has been determined to be liquid under guidelines established by the Board of Trustees, unless otherwise | ||
noted. | ||
+ | Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. An effective | |
interest rate is applied to recognize interest income daily for the bond. This rate is based on total expected interest to | ||
be earned over the life of the bond which consists of the aggregate coupon-interest payments and discount at | ||
acquisition. The rate shown is the stated rate at the current period end. | ||
ø | Evergreen Investment Management Company, LLC is the investment advisor to both the Fund and the money market | |
fund. | ||
## | All or a portion of this security has been segregated for when-issued or delayed delivery securities. | |
(pp) | Represents investment of cash collateral received from securities on loan. |
Summary of Abbreviations | ||
AUD | Australian Dollar | |
CAD | Canadian Dollar | |
DKK | Danish Krone | |
EUR | Euro | |
FHLMC | Federal Home Loan Mortgage Corp. | |
FNMA | Federal National Mortgage Association | |
FRN | Floating Rate Note | |
GBP | Great British Pound | |
GNMA | Government National Mortgage Association | |
HKD | Hong Kong Dollar | |
HUF | Hungarian Forint | |
KRW | Republic of Korea Won | |
MXN | Mexican Peso | |
NOK | Norwegian Krone | |
NZD | New Zealand Dollar | |
REIT | Real Estate Investment Trust | |
SEK | Swedish Krona | |
SGD | Singapore Dollar | |
TBA | To Be Announced | |
ZAR | South African Rand |
See Notes to Financial Statements
17
SCHEDULE OF INVESTMENTS continued
April 30, 2006 (unaudited)
The following table shows the percent of total long-term investments by geographic location as of April 30, 2006:
United States | 78.0% | |
Canada | 4.7% | |
Denmark | 2.2% | |
Germany | 2.1% | |
Sweden | 2.0% | |
Luxembourg | 1.8% | |
Australia | 1.7% | |
United Kingdom | 1.5% | |
Norway | 1.4% | |
Netherlands | 0.8% | |
Hong Kong | 0.7% | |
Singapore | 0.7% | |
Hungary | 0.7% | |
Mexico | 0.6% | |
New Zealand | 0.3% | |
Switzerland | 0.3% | |
Bermuda | 0.3% | |
South Korea | 0.2% | |
|
||
100.0% | ||
The following table shows the percent of total investments (excluding collateral from securities on loan) by credit quality based
on Moodys and Standard & Poors ratings as of April 30, 2006:
AAA | 43.4% | |
AA | 2.3% | |
A | 3.6% | |
BBB | 0.5% | |
BB | 13.0% | |
B | 34.6% | |
CCC | 2.6% | |
|
||
100.0% | ||
The following table shows the percent of total investments (excluding collateral from securities on loan) by maturity as of
April 30, 2006:
Less than 1 year | 4.5% | |
1 to 3 year(s) | 17.7% | |
3 to 5 years | 21.4% | |
5 to 10 years | 48.9% | |
10 to 20 years | 3.8% | |
20 to 30 years | 3.7% | |
|
||
100.0% | ||
See Notes to Financial Statements
18
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2006 (unaudited)
Assets | ||||
Investments in securities, at value (cost $1,225,357,112) including $87,175,114 of | ||||
securities loaned | $ | 1,232,588,823 | ||
Investments in affiliated money market fund, at value (cost $39,062,467) | 39,062,467 | |||
|
||||
Total investments | 1,271,651,290 | |||
Foreign currency, at value (cost $233,442) | 240,024 | |||
Receivable for securities sold | 15,084,031 | |||
Principal paydown receivable | 1,688,331 | |||
Interest receivable | 20,035,293 | |||
Unrealized gains on forward foreign currency exchange contracts | 49,846 | |||
Receivable for closed forward foreign currency exchange contracts | 2,609,564 | |||
Receivable for securities lending income | 25,353 | |||
Unrealized gains on interest rate swap transactions | 7,002,882 | |||
|
||||
Total assets | 1,318,386,614 | |||
|
||||
Liabilities | ||||
Dividends payable | 4,907,969 | |||
Payable for securities purchased | 27,846,536 | |||
Unrealized losses on forward foreign currency exchange contracts | 2,910,752 | |||
Payable for securities on loan | 88,839,912 | |||
Payable for closed forward foreign currency exchange contracts | 1,659,847 | |||
Advisory fee payable | 53,763 | |||
Due to other related parties | 4,888 | |||
Accrued expenses and other liabilities | 105,672 | |||
|
||||
Total liabilities | 126,329,339 | |||
|
||||
Preferred shares at redemption value | ||||
$25,000 liquidation value per share applicable to 16,000 shares, including dividends | ||||
payable of $376,452 | 400,376,452 | |||
|
||||
Net assets applicable to common shareholders | $ | 791,680,823 | ||
|
||||
Net assets applicable to common shareholders represented by | ||||
Paid-in capital | $ | 797,278,329 | ||
Overdistributed net investment income | (1,040,889) | |||
Accumulated net realized losses on investments | (6,945,213) | |||
Net unrealized gains on investments | 2,388,596 | |||
|
||||
Net assets applicable to common shareholders | $ | 791,680,823 | ||
|
||||
Net asset value per share applicable to common shareholders | ||||
Based on $791,680,823 divided by 42,055,000 common shares issued and outstanding | ||||
(100,000,000 common shares authorized) | $ | 18.82 | ||
|
See Notes to Financial Statements
19
STATEMENT OF OPERATIONS
Six Months Ended April 30, 2006 (unaudited)
Investment income | ||||
Interest (net of foreign withholding taxes of $8,868) | $ | 36,835,645 | ||
Income from affiliate | 436,703 | |||
Securities lending | 165,649 | |||
|
||||
Total investment income | 37,437,997 | |||
|
||||
Expenses | ||||
Advisory fee | 3,241,985 | |||
Administrative services fee | 294,726 | |||
Transfer agent fees | 21,400 | |||
Trustees fees and expenses | 12,753 | |||
Printing and postage expenses | 70,843 | |||
Custodian and accounting fees | 213,236 | |||
Professional fees | 30,216 | |||
Auction agent fees | 516,254 | |||
Other | 24,341 | |||
|
||||
Total expenses | 4,425,754 | |||
Less: Expense reductions | (4,533) | |||
|
||||
Net expenses | 4,421,221 | |||
|
||||
Net investment income | 33,016,776 | |||
|
||||
Net realized and unrealized gains or losses on investments | ||||
Net realized gains or losses on: | ||||
Securities | (1,602,496) | |||
Foreign currency related transactions | (7,007,630) | |||
Interest rate swap transactions | 2,209,462 | |||
|
||||
Net realized losses on investments | (6,400,664) | |||
Net change in unrealized gains or losses on investments | 10,014,437 | |||
|
||||
Net realized and unrealized gains or losses on investments | 3,613,773 | |||
Dividends to preferred shareholders from net investment income | (8,619,053) | |||
|
||||
Net increase in net assets applicable to common shareholders resulting from operations | $ | 28,011,496 | ||
|
See Notes to Financial Statements
20
STATEMENTS OF CHANGES IN NET ASSETS
Six Months Ended | ||||||
April 30, 2006 | Year Ended | |||||
(unaudited) | October 31, 2005 | |||||
|
||||||
Operations | ||||||
Net investment income | $ | 33,016,776 | $ 62,690,379 | |||
Net realized gains or losses on investments | (6,400,664) | 10,839,559 | ||||
Net change in unrealized gains or losses on investments | 10,014,437 | (55,583,448) | ||||
Dividends to preferred shareholders from | ||||||
Net investment income | (8,619,053) | (11,767,242) | ||||
Net realized gains | 0 | (119,516) | ||||
|
||||||
Net increase in net assets applicable to common shareholders | ||||||
resulting from operations | 28,011,496 | 6,059,732 | ||||
|
||||||
Distributions to common shareholders from | ||||||
Net investment income | (30,948,275) | (60,083,137) | ||||
Net realized gains | (626,620) | 0 | ||||
|
||||||
Total distributions applicable to common shareholders | (31,574,895) | (60,083,137) | ||||
|
||||||
Capital share transactions | ||||||
Net proceeds from refund of preferred share offering expenses | 0 | 141,091 | ||||
|
||||||
Total decrease in net assets applicable to common shareholders | (3,563,399) | (53,882,314) | ||||
Net assets applicable to common shareholders | ||||||
Beginning of period | 795,244,222 | 849,126,536 | ||||
|
||||||
End of period | $ | 791,680,823 | $ 795,244,222 | |||
|
||||||
Undistributed (overdistributed) net investment income | $ | (1,040,889) | $ 5,509,663 | |||
|
See Notes to Financial Statements
21
NOTES TO FINANCIAL STATEMENTS (unaudited)
1. ORGANIZATION
Evergreen Managed Income Fund (the Fund) was organized as a statutory trust under the laws of the state of Delaware on April 10, 2003 and is registered as a diversified closed-end management investment company under the Investment Company Act of 1940, as amended. The primary investment objective of the Fund is to seek a high level of current income consistent with limiting its overall exposure to domestic interest rate risk.
2. 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 policies are in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect amounts reported herein. Actual results could differ from these estimates.
a. Valuation of investments
Portfolio debt securities acquired with more than 60 days to maturity are fair valued using matrix pricing methods determined by an independent pricing service which takes into consideration such factors as similar security prices, yields, maturities, liquidity and ratings. Securities for which valuations are not readily available from an independent pricing service may be valued by brokers which use prices provided by market makers or estimates of market value obtained from yield data relating to investments or securities with similar characteristics.
Short-term securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost, which approximates market value.
Investments in other mutual funds are valued at net asset value. Securities for which market quotations are not readily available or not reflective of current market value are valued at fair value as determined by the investment advisor in good faith, according to procedures approved by the Board of Trustees.
b. Foreign currency translation
All assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for that portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.
c. Forward foreign currency contracts
A forward foreign currency contract is an agreement between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund enters into forward foreign currency contracts to facilitate transactions in foreign-denominated securities and to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies.
22
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
Forward foreign currency contracts are recorded at the forward rate and marked-to-market daily. When the contracts are closed, realized gains and losses arising from such transactions are recorded as realized gains or losses on foreign currency related transactions. The Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.
d. When-issued and delayed delivery transactions
The Fund records when-issued or delayed delivery securities as of trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked-to-market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.
e. Securities lending
The Fund may lend its securities to certain qualified brokers in order to earn additional income. The Fund receives compensation in the form of fees or interest earned on the investment of any cash collateral received. The Fund also continues to receive interest and dividends on the securities loaned. The Fund receives collateral in the form of cash or securities with a market value at least equal to the market value of the securities on loan, including accrued interest. In the event of default or bankruptcy by the borrower, the Fund could experience delays and costs in recovering the loaned securities or in gaining access to the collateral. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.
f. Dollar roll transactions
The Fund may enter into dollar roll transactions with respect to mortgage-backed securities. In a dollar roll transaction, the Fund sells mortgage-backed securities to financial institutions and simultaneously agrees to accept substantially similar (same type, coupon and maturity) securities at a later date at an agreed upon price. The Fund will use the proceeds generated from the transactions to invest in short-term investments, which may enhance the Funds current yield and total return. The Fund accounts for dollar roll transactions as purchases and sales. The Fund could be exposed to risks if the counterparty defaults on its obligation to perform under the terms of the agreement, if the Fund receives inferior securities in comparison to what was sold to the coun-terparty at redelivery or if there are variances in paydown speed between the mortgage-related pools.
g. Interest rate swaps
The Fund may enter into interest rate swap agreements to manage the Funds exposure to interest rates. A swap agreement is an exchange of cash payments between the Fund and another party based on a notional principal amount. Cash payments or receipts are recorded as realized gains or losses. The value of the swap agreements is marked-to-market daily based upon quotations from market makers and any change in value is recorded as an unrealized gain or loss. The Fund could be exposed to risks if the counterparty defaults on its obligation to perform or if there are unfavorable changes in the fluctuation of interest rates.
23
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
h. Security transactions and investment income
Security transactions are recorded on trade date. Realized gains and losses are computed using the specific cost of the security sold. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums. Foreign income and capital gains realized on some securities may be subject to foreign taxes, which are accrued as applicable.
i. Federal taxes
The Fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income, including any net capital gains (which have already been offset by available capital loss carryovers). Accordingly, no provision for federal taxes is required.
j. Distributions
Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from generally accepted accounting principles.
k. Reclassifications
Certain amounts in previous years financial statements have been reclassified or recalculated to conform to the current years presentation.
3. ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Evergreen Investment Management Company, LLC (EIMC), an indirect, wholly-owned subsidiary of Wachovia Corporation (Wachovia), is the investment advisor to the Fund and is paid an annual fee of 0.55% of the Funds average daily total assets. Total assets consist of the net assets of the Fund plus borrowings or other leverage for investment purposes to the extent excluded in calculating net assets. For the six months ended April 30, 2006, the advisory fee was equivalent to 0.83% of the Funds average daily net assets applicable to common shareholders.
Evergreen International Advisors, an indirect, wholly-owned subsidiary of Wachovia, is the investment sub-advisor to the foreign debt portion of the Fund and is paid by EIMC for its services to the Fund.
Evergreen Investment Services, Inc. (EIS), an indirect, wholly-owned subsidiary of Wachovia, is the administrator to the Fund. As administrator, EIS provides the Fund with facilities, equipment and personnel and is paid an annual administrative fee of 0.05% of the Funds average daily total assets.
4. CAPITAL SHARE TRANSACTIONS
The Fund has authorized capital of 100,000,000 common shares with no par value. For the six months ended April 30, 2006 and the year ended October 31, 2005, the Fund issued did not issue any common shares.
24
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
5. SECURITIES TRANSACTIONS
Cost of purchases and proceeds from sales of investment securities (excluding short-term securities) were as follows for the six months ended April 30, 2006:
Cost of Purchases | Proceeds from Sales | |||||
|
||||||
U.S. | Non-U.S. | U.S. | Non-U.S. | |||
Government | Government | Government | Government | |||
|
||||||
$152,486,835 | $285,819,380 | $111,605,505 | $261,360,830 | |||
|
At April 30, 2006, the Fund had forward foreign currency exchange contracts outstanding as follows:
Forward Foreign Currency Exchange Contracts to Buy:
Exchange | Contracts to | U.S. Value at | U.S. Value at | Unrealized | ||||||
Date | Receive | April 30, 2006 | In Exchange for | April 30, 2006 | Loss | |||||
|
||||||||||
06/26/2006 | 3,330,000,000 JPY | $29,524,592 | 176,643,768 DKK | $30,008,030 | $483,438 | |||||
06/26/2006 | 5,028,000,000 JPY | 44,579,474 | 24,807,701 GBP | 45,249,747 | 670,273 | |||||
06/30/2006 | 3,397,888,000 JPY | 30,143,259 | 41,600,000 AUD | 31,558,545 | 1,415,286 | |||||
06/30/2006 | 1,555,291,200 JPY | 13,797,260 | 22,300,000 NZD | 14,139,015 | 341,755 | |||||
|
Forward Foreign Currency Exchange Contracts to Sell:
Exchange | Contracts to | U.S. Value at | U.S. Value at | Unrealized | ||||||
Date | Deliver | April 30, 2006 | In Exchange for | April 30, 2006 | Gain | |||||
|
||||||||||
06/26/2006 | 410,000,000 JPY | $3,635,160 | 21,691,974, DKK | $3,685,006 | $49,846 | |||||
|
During the six months ended April 30, 2006, the Fund loaned securities to certain brokers. At April 30, 2006, the value of securities on loan and the value of collateral (including accrued interest) amounted to $87,175,114 and $88,839,912, respectively.
At April 30, 2006, the Fund had the following open interest rate swap agreements:
Notional | Cash Flows Paid | Cash Flows Received | Unrealized | |||||||
Expiration | Amount | Counterparty | by the Fund | by the Fund | Gain | |||||
|
||||||||||
11/27/2006 | $168,000,000 | JPMorgan Chase & Co. | Fixed-2.79% | Floating-4.97%1 | $2,392,024 | |||||
11/26/2008 | 112,000,000 | JPMorgan Chase & Co | Fixed-3.582% | Floating-4.97%1 | 4,610,858 | |||||
|
1 This rate represents the 1 month USD London InterBank Offered Rate (LIBOR) effective for the period of April 26, 2006 through May 26, 2006.
On April 30, 2006, the aggregate cost of securities for federal income tax purposes was $1,264,967,357. The gross unrealized appreciation and depreciation on securities based on tax cost was $302,295,462 and $295,611,529, respectively, with a net unrealized appreciation of $6,683,933.
25
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
6. AUCTION MARKET PREFERRED SHARES
The Fund has issued 16,000 shares of Auction Market Preferred Shares (Preferred Shares) consisting of five series, each with a liquidation value of $25,000 plus accumulated but unpaid dividends (whether or not earned or declared). Dividends on each series of Preferred Shares are cumulative at a rate, which is reset based on the result of an auction. The annualized dividend rate was 4.35% during the six months ended April 30, 2006. The Fund will not declare, pay or set apart for payment any dividend to its common shareholders unless the Fund has declared and paid or contemporaneously declares and pays full cumulative dividends on each series of Preferred Shares through its most recent dividend payment date.
Each series of Preferred Shares is redeemable, in whole or in part, at the option of the Fund on any dividend payment date at $25,000 per share plus any accumulated or unpaid dividends (whether or not earned or declared). Each series of Preferred Shares is also subject to mandatory redemption at $25,000 per share plus any accumulated or unpaid dividends (whether or not earned or declared) if the requirement relating to the asset coverage with respect to the outstanding Preferred Shares would be less than 200%.
The holders of Preferred Shares have voting rights equal to the holders of the Funds common shares and will vote together with holders of common shares as a single class. Holders of Preferred Shares, voting as a separate class, are entitled to elect two of the Funds Trustees.
7. EXPENSE REDUCTIONS
Through expense offset arrangements with the Funds custodian, a portion of fund expenses has been reduced.
8. DEFERRED TRUSTEES FEES
Each Trustee of the Fund may defer any or all compensation related to performance of their duties as Trustees. The Trustees deferred balances are allocated to deferral accounts, which are included in the accrued expenses for the Fund. The investment performance of the deferral accounts is based on the investment performance of certain Evergreen funds. Any gains earned or losses incurred in the deferral accounts are reported in the Funds Trustees fees and expenses. At the election of the Trustees, the deferral account will be paid either in one lump sum or in quarterly installments for up to ten years.
9. CONCENTRATION OF RISK
The Fund may invest a substantial portion of its assets in an industry, sector or foreign country and, therefore, may be more affected by changes in that industry, sector or foreign country than would be a comparable mutual fund that is not heavily weighted in any industry, sector or foreign country.
26
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
10. REGULATORY MATTERS AND LEGAL PROCEEDINGS
Since September 2003, governmental and self-regulatory authorities have instituted numerous ongoing investigations of various practices in the mutual fund industry, including investigations relating to revenue sharing, market-timing, late trading and record retention, among other things. The investigations cover investment advisors, distributors and transfer agents to mutual funds, as well as other firms. EIMC, EIS and Evergreen Services Company, LLC (collectively, Evergreen) have received subpoenas and other requests for documents and testimony relating to these investigations, are endeavoring to comply with those requests, and are cooperating with the investigations. Evergreen is continuing its own internal review of policies, practices, procedures and personnel, and is taking remedial action where appropriate.
In connection with one of these investigations, on July 28, 2004, the staff of the Securities and Exchange Commission (SEC) informed Evergreen that the staff intends to recommend to the SEC that it institute an enforcement action against Evergreen. The SEC staffs proposed allegations relate to (i) an arrangement pursuant to which a broker at one of EIMCs affiliated broker-dealers had been authorized, apparently by an EIMC officer (who is no longer with EIMC), to engage in short-term trading, on behalf of a client, in Evergreen Mid Cap Growth Fund (formerly Evergreen Emerging Growth Fund and prior to that, known as Evergreen Small Company Growth Fund) during the period from December 2000 through April 2003, in excess of the limitations set forth in the funds prospectus, (ii) short-term trading from September 2001 through January 2003, by a former Evergreen portfolio manager of Evergreen Precious Metals Fund, a fund he managed at the time, (iii) the sufficiency of systems for monitoring exchanges and enforcing exchange limitations as stated in the funds prospectuses, and (iv) the adequacy of e-mail retention practices. In connection with the activity in Evergreen Mid Cap Growth Fund, EIMC reimbursed the fund $378,905, plus an additional $25,242, representing what EIMC calculated at that time to be the clients net gain and the fees earned by EIMC and the expenses incurred by this fund on the clients account. In connection with the activity in Evergreen Precious Metals Fund, EIMC reimbursed the fund $70,878, plus an additional $3,075, representing what EIMC calculated at that time to be the portfolio managers net gain and the fees earned by EIMC and expenses incurred by the fund on the portfolio managers account. Evergreen is currently engaged in discussions with the staff of the SEC concerning its recommendation.
The staff of the National Association of Securities Dealers (NASD) had notified EIS that it has made a preliminary determination to recommend that disciplinary action be brought against EIS for certain violations of the NASDs rules. The recommendation relates principally to allegations that EIS (i) arranged for fund portfolio trades to be directed to broker-dealers (including Wachovia Securities, LLC, an affiliate of EIS) that sold Evergreen fund shares during the period of January 2001 to December 2003 and (ii) provided non-cash compensation by sponsoring offsite meetings attended by Wachovia Securities, LLC brokers during that period. EIS is cooperating with the NASD staff in its review of these matters.
27
NOTES TO FINANCIAL STATEMENTS (unaudited) continued
Any resolution of these matters with regulatory authorities may include, but not be limited to, sanctions, penalties or injunctions regarding Evergreen, restitution to mutual fund shareholders and/or other financial penalties and structural changes in the governance or management of Evergreens mutual fund business. Any penalties or restitution will be paid by Evergreen and not by the Evergreen funds.
From time to time, EIMC is involved in various legal actions in the normal course of business. In EIMCs opinion, it is not involved in any legal actions that will have a material effect on its ability to provide services to the Fund.
Although Evergreen believes that neither the foregoing investigations described above nor any pending or threatened legal actions will have a material adverse impact on the Evergreen funds, there can be no assurance that these matters and any publicity surrounding or resulting from them will not result in reduced sales or increased redemptions of Evergreen fund shares, which could increase Evergreen fund transaction costs or operating expenses, or that they will not have other adverse consequences on the Evergreen funds.
11. SUBSEQUENT DISTRIBUTIONS
On April 21, 2006, the Fund declared distributions from net investment income of $0.1167 per common share payable on June 1, 2006 to shareholders of record on May 15, 2006.
On May 19, 2006, the Fund declared distributions from net investment income of $0.1167 per common share payable on July 3, 2006 to shareholders of record on June 14, 2006.
On June 16, 2006, the Fund declared distributions from net investment income of $0.1167 per common share payable on August 1, 2006 to shareholders of record on July 17, 2006.
These distributions are not reflected in the accompanying financial statements.
28
ADDITIONAL INFORMATION (unaudited)
The Annual Meeting of shareholders of the Fund was held on February 17, 2006. On December 15, 2005, the record date of the meeting, the Fund had 42,055,000 shares outstanding, of which 33,697,098 shares (80.13%) were represented at the meeting.
The votes recorded at the meeting were as follows:
Proposal 1 Election of Trustees:
Shares | Shares | |||
voted | voted | |||
For | Withheld | |||
|
||||
Dr. Russell A. Salton, III | 32,632,831 | 1,064,267 | ||
Richard K. Wagoner | 32,635,816 | 1,061,282 | ||
|
29
AUTOMATIC DIVIDEND REINVESTMENT PLAN (unaudited)
All common shareholders are eligible to participate in the Automatic Dividend Reinvestment Plan (the Plan). Pursuant to the Plan, unless a common shareholder is ineligible or elects otherwise, all cash dividends and capital gains distributions are automatically reinvested by Computershare Trust Company, N.A., as agent for shareholders in administering the Plan (Plan Agent), in additional common shares of the Fund. Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to as dividends) payable either in shares or in cash, non-participants in the Plan will receive cash, and participants in the Plan will receive the equivalent in shares of common shares. The shares are acquired by the Plan Agent for the participants account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (newly issued common shares) or (ii) by purchase of outstanding common shares on the open market (open-market purchases) on the American Stock Exchange or elsewhere. If, on the payment date for any dividend or distribution, the net asset value per share of the common shares is equal to or less than the market price per common share plus estimated brokerage commissions (market premium), the Plan Agent will invest the amount of such dividend or distribution in newly issued shares on behalf of the participant. The number of newly issued common shares to be credited to the participants account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the date the shares are issued, provided that the maximum discount from the then current market price per share on the date of issuance may not exceed 5%. If on the dividend payment date the net asset value per share is greater than the market value or market premium (market discount), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases. There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agents open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 43010, Providence, Rhode Island 02940-3010.
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31
TRUSTEES AND OFFICERS
TRUSTEES1
Charles A. Austin III | Investment Counselor, Anchor Capital Advisors, Inc. (investment advice); Director, The Andover | |
Trustee | Companies (insurance); Trustee, Arthritis Foundation of New England; Former Director, The | |
DOB: 10/23/1934 | Francis Ouimet Society; Former Trustee, Mentor Funds and Cash Resource Trust; Former | |
Term of office since: 1991 | Investment Counselor, Appleton Partners, Inc. (investment advice); Former Director, Executive | |
Other directorships: None | Vice President and Treasurer, State Street Research & Management Company (investment | |
advice) | ||
|
||
Shirley L. Fulton | Partner, Tin, Fulton, Greene & Owen, PLLC (law firm); Former Partner, Helms, Henderson & | |
Trustee | Fulton, P.A. (law firm); Retired Senior Resident Superior Court Judge, 26th Judicial District, | |
DOB: 1/10/1952 | Charlotte, NC | |
Term of office since: 2004 | ||
Other directorships: None | ||
|
||
K. Dun Gifford | Chairman and President, Oldways Preservation and Exchange Trust (education); Trustee, | |
Trustee | Treasurer and Chairman of the Finance Committee, Cambridge College; Former Trustee, Mentor | |
DOB: 10/23/1938 | Funds and Cash Resource Trust | |
Term of office since: 1974 | ||
Other directorships: None | ||
|
||
Dr. Leroy Keith, Jr. | Partner, Stonington Partners, Inc. (private equity fund); Trustee, Phoenix Funds Family; Director, | |
Trustee | Diversapack Co.; Director, Obagi Medical Products Co.; Former Director, Lincoln Educational | |
DOB: 2/14/1939 | Services; Former Trustee, Mentor Funds and Cash Resource Trust | |
Term of office since: 1983 | ||
Other directorships: Trustee, The | ||
Phoenix Group of Mutual Funds | ||
|
||
Gerald M. McDonnell | Manager of Commercial Operations, SMI Steel Co. South Carolina (steel producer); Former | |
Trustee | Sales and Marketing Manager, Nucor Steel Company; Former Trustee, Mentor Funds and Cash | |
DOB: 7/14/1939 | Resource Trust | |
Term of office since: 1988 | ||
Other directorships: None | ||
|
||
William Walt Pettit | Vice President, Kellam & Pettit, P.A. (law firm); Director, Superior Packaging Corp.; Director, | |
Trustee | National Kidney Foundation of North Carolina, Inc.; Former Trustee, Mentor Funds and Cash | |
DOB: 8/26/1955 | Resource Trust | |
Term of office since: 1984 | ||
Other directorships: None | ||
|
||
David M. Richardson | President, Richardson, Runden LLC (executive recruitment business development/consulting | |
Trustee | company); Consultant, Kennedy Information, Inc. (executive recruitment information and | |
DOB: 9/19/1941 | research company); Consultant, AESC (The Association of Executive Search Consultants); | |
Term of office since: 1982 | Director, J&M Cumming Paper Co. (paper merchandising); Former Trustee, NDI Technologies, LLP | |
Other directorships: None | (communications); Former Trustee, Mentor Funds and Cash Resource Trust | |
|
||
Dr. Russell A. Salton III | President/CEO, AccessOne MedCard; Former Medical Director, Healthcare Resource Associates, | |
Trustee | Inc.; Former Medical Director, U.S. Health Care/Aetna Health Services; Former Trustee, Mentor | |
DOB: 6/2/1947 | Funds and Cash Resource Trust | |
Term of office since: 1984 | ||
Other directorships: None | ||
|
32
TRUSTEES AND OFFICERS continued
Michael S. Scofield | Retired Attorney, Law Offices of Michael S. Scofield; Director and Chairman, Branded Media | |
Trustee | Corporation (multi-media branding company); Former Trustee, Mentor Funds and Cash | |
DOB: 2/20/1943 | Resource Trust | |
Term of office since: 1984 | ||
Other directorships: None | ||
|
||
Richard J. Shima | Independent Consultant; Trustee, Saint Joseph College (CT); Director, Hartford Hospital; Trustee, | |
Trustee | Greater Hartford YMCA; Former Director, Trust Company of CT; Former Director, Enhance | |
DOB: 8/11/1939 | Financial Services, Inc.; Former Director, Old State House Association; Former Trustee, Mentor | |
Term of office since: 1993 | Funds and Cash Resource Trust | |
Other directorships: None | ||
|
||
Richard K. Wagoner, CFA2 | Member and Former President, North Carolina Securities Traders Association; Member, Financial | |
Trustee | Analysts Society; Former Consultant to the Boards of Trustees of the Evergreen funds; Former | |
DOB: 12/12/1937 | Trustee, Mentor Funds and Cash Resource Trust | |
Term of office since: 1999 | ||
Other directorships: None | ||
|
||
OFFICERS | ||
Dennis H. Ferro3 | Principal occupations: President and Chief Executive Officer, Evergreen Investment Company, | |
President | Inc. and Executive Vice President, Wachovia Bank, N.A.; former Chief Investment Officer, | |
DOB: 6/20/1945 | Evergreen Investment Company, Inc. | |
Term of office since: 2003 | ||
|
||
Kasey Phillips4 | Principal occupations: Senior Vice President, Evergreen Investment Services, Inc.; Former Vice | |
Treasurer | President, Evergreen Investment Services, Inc.; Former Assistant Vice President, Evergreen | |
DOB: 12/12/1970 | Investment Services, Inc. | |
Term of office since: 2005 | ||
|
||
Michael H. Koonce4 | Principal occupations: Senior Vice President and General Counsel, Evergreen Investment | |
Secretary | Services, Inc.; Senior Vice President and Assistant General Counsel, Wachovia Corporation | |
DOB: 4/20/1960 | ||
Term of office since: 2000 | ||
|
||
James Angelos4 | Principal occupations: Chief Compliance Officer and Senior Vice President, Evergreen Funds; | |
Chief Compliance Officer | Former Director of Compliance, Evergreen Investment Services, Inc. | |
DOB: 9/2/1947 | ||
Term of office since: 2004 | ||
|
1 The Board of Trustees is classified into three classes of which one class is elected annually. Each Trustee serves a three year term concurrent with the class from which the Trustee is elected. Each Trustee oversees 92 Evergreen funds. Correspondence for each Trustee may be sent to Evergreen Board of Trustees, P.O. Box 20083, Charlotte, NC 28202.
2 Mr. Wagoner is an interested person of the Fund because of his ownership of shares in Wachovia Corporation, the parent to the Funds investment advisor.
3 The address of the Officer is 401 S. Tryon Street, 20th Floor, Charlotte, NC 28288.
4 The address of the Officer is 200 Berkeley Street, Boston, MA 02116.
Additional information about the Funds Board of Trustees and Officers can be found in the Statement of Additional Information (SAI) and is available upon request without charge by calling 800.343.2898.
33
568263 rv4 6/2006
Item 2 - Code of Ethics
Not required for this filing.
Item 3 - Audit Committee Financial Expert
Not applicable at this time.
Items 4 Principal Accountant Fees and Services
Not required for this filing.
Items 5 Audit Committee of Listed Registrants
Not required for this filing.
Item 6 Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7 Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not required for this filing.
Item 8 Portfolio Managers of Closed-End Management Investment Companies.
Not required for this filing.
Item 9 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
If applicable/not applicable at this time.
Item 10 Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrants board of trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item.
Item 11 - Controls and Procedures
(a) The Registrant's principal executive officer and principal financial officer have evaluated the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) within 90 days of this filing and have concluded that the Registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) There has been no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonable likely to affect, the Registrants internal control over financial reporting .
Item 12 - Exhibits
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
(b)(1) Separate certifications for the Registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX99.CERT.
(b)(2) Separate certifications for the Registrant's principal executive officer and principal financial officer, as required by Section 1350 of Title 18 of United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached as EX99.906CERT. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.
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.
Evergreen Managed Income Fund
By: _______________________
Dennis H. Ferro,
Principal Executive Officer
Date: July 5, 2006
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: _______________________
Dennis H. Ferro,
Principal Executive Officer
Date: July 5, 2006
By: ________________________
Kasey Phillips
Principal Financial Officer
Date: July 5, 2006