SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER
THAN THE REGISTRANT [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1) Title of each class of securities to which transaction applies:
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filing fee is calculated and state how it was determined):
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 2005 Annual Meeting of Shareholders
To be held on March 23, 2005
The 2005 Annual Meeting of Shareholders of each of the above referenced trusts
(each, a "Trust" and collectively, the "Trusts") will be held at 500 Boylston
Street, Boston, Massachusetts 02116, at 9:30 a.m. on Wednesday, March 23, 2005,
for the following purposes:
ITEM 1. To elect Lawrence H. Cohn, M.D., David H. Gunning, William R.
Gutow, Michael Hegarty, J. Atwood Ives, Amy B. Lane, Robert J.
Manning, Lawrence T. Perera, Robert C. Pozen, J. Dale Sherratt and
Laurie J. Thomsen as Trustees of each Trust; and
ITEM 2. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
Each Trust will hold a separate meeting. Shareholders of each Trust will vote
separately on each item.
THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
Only a Trust's shareholders of record on January 18, 2005 will be entitled to
vote at that Trust's Meeting of Shareholders.
By order of the Board of Trustees
JAMES R. BORDEWICK, JR.
Assistant Secretary and Assistant Clerk
February 3, 2005
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A
SECOND SOLICITATION FOR YOUR TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS Charter Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Multimarket
Income Trust, MFS Municipal Income Trust and MFS Special Value Trust (each, a
"Trust" and collectively, the "Trusts") to be used at the Meeting of
Shareholders of each Trust (each, a "Meeting") to be held at 9:30 a.m. on March
23, 2005 at 500 Boylston Street, Boston, Massachusetts 02116, for the purposes
set forth in the accompanying Notice. If the enclosed form of proxy is executed
and returned, it may nevertheless be revoked prior to its exercise by a signed
writing filed with the proxy tabulation agent, Management Information Services
Corporation ("MIS"), 60 Research Road, Hingham, Massachusetts 02043, or
delivered at a Meeting. On January 18, 2005, the following number of shares were
outstanding for each Trust:
# OF COMMON # OF PREFERRED
SHARES SHARES
TRUST OUTSTANDING OUTSTANDING
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MFS Charter Income Trust 57,324,278.92 N/A
MFS Government Markets Income Trust 53,421,093.76 N/A
MFS Intermediate Income Trust 122,338,685.72 N/A
MFS Multimarket Income Trust 81,713,436.47 N/A
MFS Municipal Income Trust 39,794,451.35 5,600
MFS Special Value Trust 6,730,532.20 N/A
Shareholders of record at the close of business on January 18, 2005 will be
entitled to one vote for each share held, and each fractional share will be
entitled to a proportionate fractional vote. Each Trust will vote separately on
each item; votes of multiple Trusts will not be aggregated.
The mailing address of each Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about February 3, 2005. In addition to
soliciting proxies by mail, the Trustees of your Trust and employees of
Massachusetts Financial Services Company ("MFS"), the Trust's investment adviser
and administrator, may solicit proxies in person or by telephone. The expenses
of the preparation of proxy statements and related materials, including printing
and delivery costs, are borne by each Trust.
A copy of each Trust's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Service Center, Inc., each Trust's
transfer and shareholder servicing agent, 500 Boylston Street, Boston,
Massachusetts 02116, or by telephoning toll-free (877) 383-7949.
ITEM 1 -- ELECTION OF TRUSTEES
The Board of Trustees, which oversees each Trust, provides broad supervision
over the affairs of each Trust. MFS is responsible for the investment management
of each Trust's assets and for providing a variety of other administrative
services to each Trust. The officers of each Trust are responsible for its
operations.
Effective March 22, 2005, the Board has fixed the number of Trustees of each
Trust at eleven. The Nomination and Compensation Committee of the Board of
Trustees makes recommendations concerning the nominees for Trustees and consists
solely of Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of your Trust or of
MFS. Those Trustees who are not "interested persons" of your Trust or of MFS are
referred to as "Independent Trustees" throughout this Proxy Statement. The
Nomination and Compensation Committee has recommended that the Board nominate
for election by shareholders the nominees described in the following pages, and
the Board of Trustees has nominated such individuals. The Board of Trustees
recommends that you vote in favor of their election.
Under the provisions of each Trust's Declaration of Trust, the Trustees are
divided into three classes, each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of electing
David H. Gunning, Robert C. Pozen and J. Dale Sherratt as Trustees of the class
whose term will expire at the 2006 Annual Meeting of Shareholders (or special
meeting in lieu thereof) of each Trust; Lawrence H. Cohn, M.D., Robert J.
Manning, Lawrence T. Perera and Laurie J. Thomsen as Trustees of the class whose
term will expire at the 2007 Annual Meeting of Shareholders (or special meeting
in lieu thereof) of each Trust; and William R. Gutow, Michael Hegarty, J. Atwood
Ives and Amy B. Lane as Trustees of the class whose term will expire at the 2008
Annual Meeting of Shareholders (or special meeting in lieu thereof) of each
Trust.
Dr. Cohn, Messrs. Gunning, Gutow, Hegarty, Ives, Perera and Sherratt and Ms.
Lane are currently the Trustees of each Trust. Messrs. Manning and Pozen and Ms.
Thomsen currently are not Trustees of any Trust, although Messrs. Manning and
Pozen previously served as Trustees of the Trust. Effective December 16, 2004,
Messrs. Manning and Pozen and Ms. Thomsen were appointed by the Board as
Advisory Trustees and nominated by the Board to be elected as Trustees by
shareholders. As Advisory Trustees, they attend meetings (or portions thereof)
of the Board or Committees of the Board at the invitation of the Trustees and
provide such advice and consultation as the Trustees may reasonably request.
Effective December 16, 2004, Mr. Hegarty was appointed as a Trustee by the Board
and is currently a member of the class whose term will expire at the 2008 Annual
Meeting of Shareholders (or special meeting in lieu thereof) of each Trust.
Independent Trustees recommended Mr. Hegarty and Ms. Thomsen for the position of
Trustee, and MFS recommended Messrs. Manning and Pozen for the position of
Trustee.
Each nominee has agreed to serve as a Trustee of each Trust if elected. If,
before the Meeting, any nominee refuses or is unable to serve, or if any of the
nominees is unavailable at the time of the Meeting, and such refusal or
inability to serve or unavailability is not anticipated, the Trustees may vote
for other nominees at their discretion, or the Trustees may fix the number of
Trustees at fewer than eleven for a Trust. Under the terms of each Trust's
retirement policy, the Trustees have a mandatory retirement age of 73 years. The
eleven nominees for election as Trustees at the shareholder meeting of the Trust
who receive the greatest number of votes from shareholders will be elected as
Trustees of the Trust.
In the case of MFS Municipal Income Trust, only holders of the Trust's preferred
shares are entitled to vote for certain of the Trustees (currently, Mr. Ives and
Ms. Elaine R. Smith). Because Ms. Smith is not standing for reelection, the
Board has designated Mr. Perera to replace Ms. Smith as one of the Trustees
elected solely by holders of the Trust's preferred shares. Messrs. Ives and
Perera are both standing for election this year. Holders of this Trust's common
and preferred shares, voting together as a single class, are entitled to vote
for all of the remaining nominees. The nine nominees for election as Trustees by
holders of the common and preferred shares, voting together as a single class,
at the Meeting of this Trust who receive the greatest number of votes from the
common and preferred shareholders will be elected as Trustees of the Trust. In
addition, the two nominees for election as Trustees by the preferred
shareholders, voting as a class, at the Meeting of this Trust who receive the
greatest number of votes from the preferred shareholders will be elected as
Trustees of the Trust.
The following table presents certain information regarding the nominees and
current Trustees of each Trust who are standing for reelection, including their
principal occupations, which, unless specific dates are shown, are of more than
five years duration, although the titles may not have been the same throughout.
PRINCIPAL OCCUPATIONS
POSITION(s) HELD LENGTH OF TERM DURING THE PAST FIVE YEARS &
NAME, DATE OF BIRTH WITH TRUST SERVICE(1) EXPIRING OTHER DIRECTORSHIPS(2)
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INTERESTED TRUSTEE NOMINEES
Robert J. Manning* Advisory Trustee Since December 2007(3) Massachusetts Financial
(born 10/20/63) and President 2004 (Advisory Services Company, Chief
Trustee); Since Executive Officer, President,
February 2004 Chief Investment Officer and
(President); Director
February-December
2004 (Trustee)
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Robert C. Pozen* Advisory Trustee Since December 2006(3) Massachusetts Financial
(born 08/08/46) 2004 (Advisory Services Company, Chairman
Trustee); (since February 2004); Harvard
February-December Law School (education), John
2004 (Trustee) Olin Visiting Professor (since
July 2002); Secretary of
Economic Affairs, The
Commonwealth of Massachusetts
(January 2002 to December
2002); Fidelity Investments,
Vice Chairman (June 2000 to
December 2001); Fidelity
Management & Research Company
(investment adviser),
President (March 1997 to July
2001); The Bank of New York
(financial services), Director;
Bell Canada Enterprises
(telecommunications), Director;
Medtronic, Inc. (medical
technology), Director; Telesat
(satellite communications),
Director
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INDEPENDENT TRUSTEE NOMINEES
Lawrence H. Cohn, M.D. Trustee Since August 1993 2007 Brigham and Women's Hospital,
(born 03/11/37) Chief of Cardiac Surgery;
Harvard Medical School,
Professor of Surgery
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David H. Gunning Trustee Since January 2006 Cleveland-Cliffs Inc. (mining
(born 05/30/42) 2004 products and service
provider), Vice Chairman/
Director (since April 2001);
Encinitos Ventures (private
investment company), Principal
(1997 to April 2001); Lincoln
Electric Holdings, Inc.
(welding equipment
manufacturer), Director
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William R. Gutow Trustee Since December 2008 Private investor and real
(born 09/27/41) 1993 estate consultant; Capitol
Entertainment Management
Company (video franchise),
Vice Chairman
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Michael Hegarty Trustee Since December 2008 Retired; AXA Financial
(born 12/21/44) 2004 (financial services and
insurance), Vice Chairman and
Chief Operating Officer (until
May 2001); The Equitable Life
Assurance Society (insurance),
President and Chief Operating
Officer (until May 2001)
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J. Atwood Ives Trustee and Chair Since February 2008 Private investor; Eastern
(born 05/01/36) of the Trustees 1992 Enterprises (diversified
services company), Chairman,
Trustee and Chief Executive
Officer (until November 2000)
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Amy B. Lane Trustee Since January 2008 Retired; Merrill Lynch & Co.,
(born 02/08/53) 2004 Inc., Managing Director,
Investment Banking Group (1997
to February 2001); Borders
Group, Inc. (book and music
retailer), Director; Federal
Realty Investment Trust (real
estate investment trust),
Trustee
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Lawrence T. Perera Trustee Since July 1981 2007 Hemenway & Barnes (attorneys),
(born 06/23/35) Partner
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J. Dale Sherratt Trustee Since August 1993 2006 Insight Resources, Inc.
(born 09/23/38) (acquisition planning
specialists), President;
Wellfleet Investments (investor
in health care companies),
Managing General Partner;
Cambridge Nutraceuticals
(professional nutritional
products), Chief Executive
Officer (until May 2001)
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Laurie J. Thomsen Advisory Trustee Since December 2007(3) Private investor; Prism
(born 08/05/57) 2004 Venture Partners (venture
capital), Co-founder and
General Partner (until June
2004); St. Paul Travelers
Companies (commercial property
liability insurance), Director
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(1) Each current Trustee has served continuously since appointment. Messrs. Manning and Pozen, who are not currently
Trustees of any Trust, served as Trustees from February to December 2004 and voluntarily resigned effective
December 15, 2004, so that the composition of the Board would comply with the 1940 Act requirement that a
certain minimum percentage of Trustees be elected by Trust shareholders following the appointment by the
Trustees of Mr. Hegarty as an Independent Trustee on December 16, 2004.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission ("SEC")
(i.e., "public companies").
(3) If elected by shareholders.
* "Interested person" of the Trust within the meaning of the 1940 Act, as a result of position with MFS. The
address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
Each current Trustee listed above serves as a board member of 97 funds within
the MFS Family of Funds. The address of each Trustee and of each Advisory
Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.
Information about each Trust, including information about its investment adviser
and administrator, independent registered public accounting firm, executive
officers, and the interests of certain persons appears under "Trust Information"
beginning on page 18.
REQUIRED VOTE. For MFS Charter Income Trust, MFS Government Markets Income
Trust, MFS Intermediate Income Trust, MFS Multimarket Income Trust and MFS
Special Value Trust, approval of this matter as to any nominee will require the
affirmative vote of a plurality of a Trust's outstanding shares voting at the
Meeting in person or by proxy.
For MFS Municipal Income Trust, approval of this proposal as to any nominee
other than Messrs. Ives and Perera will require the affirmative vote of a
plurality of the Trust's outstanding preferred and common shares, voting
together as a single class, at the Meeting in person or by proxy. Approval of
this proposal as to Messrs. Ives and Perera will require the affirmative vote of
a plurality of the Trust's outstanding preferred shares at the Meeting in person
or by proxy.
THE TRUSTEES OF THE TRUSTS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
TRUSTS VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF EACH TRUST.
COMMITTEES
Each Trust's Board of Trustees meets regularly throughout the year to discuss
matters and take certain actions relating to the Trust. Each Trust's Board has
several standing committees, which are described below.
NUMBER OF
MEETINGS
IN LAST CURRENT
NAME OF COMMITTEE FISCAL YEAR(1) FUNCTIONS MEMBERS(2)
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AUDIT COMMITTEE 6 Oversees the accounting and auditing Ives*, Lane* and
procedures of the Trust and, among Sherratt*
other things, considers the
selection of the Independent
Registered Public Accounting Firm
for the Trust and the scope of the
audit, and considers the effect on
the independence of those
accountants of any non-audit
services such accountants provide
to the Trust and any audit or non-
audit services such accountants
provide to other MFS Funds, MFS
and/or certain affiliates. The
Committee is also responsible for
the periodic review and approval of
the Trust's custodial, transfer
agency and administrative service
fee arrangements, as well as for
establishing procedures for the
receipt, retention and treatment of
complaints received by the Trust
regarding accounting, internal
accounting controls, or auditing
matters and the confidential,
anonymous submission of concerns
regarding questionable Trust
accounting matters by officers of
the Trust and employees of the
Trust's investment adviser,
administrator, principal
underwriter or any other provider
of accounting-related services to
the Trust.
COMPLIANCE AND GOVERNANCE 12 Oversees the development and Cohn*, Gunning*, Gutow*,
COMMITTEE implementation of the Trust's Hegarty*, Ives* (ex-
regulatory and fiduciary compliance officio member) and
policies, procedures and practices Sherratt*
under the 1940 Act and other
applicable laws as well as
oversight of compliance policies of
the Trust's investment adviser and
certain other service providers as
they relate to Trust activities.
The Trust's Independent Chief
Compliance Officer reports directly
to the Committee and assists the
Committee in carrying out its
responsibilities. In addition, the
Committee advises and makes
recommendations to the Board on
matters concerning Trustee
practices and recommendations
concerning the functions and duties
of the committees of the Board.
CONTRACTS REVIEW 2 Requests, reviews and considers the All Independent Trustees
COMMITTEE information deemed reasonably of the Board (Cohn,
necessary to evaluate the terms of Gunning, Gutow, Hegarty,
the investment advisory and Ives, Lane, Perera,
principal underwriting agreements Sherratt and Smith)
and the Plan of Distribution under
Rule 12b-1 that the Trust proposes
to renew or continue, and to make
its recommendations to the full
Board of Trustees on these matters.
NOMINATION AND 2 Recommends qualified candidates to All Independent Trustees
COMPENSATION COMMITTEE the Board in the event that a of the Board (Cohn,
position is vacated or created. The Gunning, Gutow, Hegarty,
Committee will consider Ives, Lane, Perera,
recommendations by shareholders Sherratt and Smith)
when a vacancy exists. Shareholders
wishing to recommend candidates for
Trustee for consideration by the
Committee may do so in writing to
the Trust's Secretary at the
principal executive office of the
Trust. Such recommendations must be
accompanied by biographical and
occupational data on the candidate
(including whether the candidate
would be an "interested person" of
the Trust), a written consent of
the candidate to be named as a
nominee and to serve as Trustee if
elected, record and ownership
information for the recommending
shareholder with respect to the
Trust, and a description of any
arrangements or understandings
regarding recommendation of the
candidate for consideration. The
Committee is also responsible for
making recommendations to the Board
regarding any necessary standards
or qualifications for service on
the Board. The Committee also
reviews and makes recommendations
to the Board regarding compensation
for the Independent Trustees.
PORTFOLIO TRADING AND 6 Oversees the policies, procedures, Cohn*, Gunning*, Gutow*,
MARKETING REVIEW and practices of the Trust with Hegarty*, Ives* (ex-
COMMITTEE respect to brokerage transactions officio member), Perera*
involving portfolio securities as and Smith*
those policies, procedures and
practices are carried out by MFS
and its affiliates. The Committee
also oversees the administration of
the Trust's proxy voting policies
and procedures by MFS. In addition,
the Committee receives reports from
MFS regarding the policies,
procedures and practices of MFS and
its affiliates in connection with
their marketing and distribution of
shares of the Trust.
PRICING COMMITTEE 6 Oversees the determination of the Ives* (ex-officio
value of the portfolio securities member), Lane*, Perera*
and other assets held by the Trust and Smith*
and determines or causes to be
determined the fair value of
securities and assets for which
market quotations are not "readily
available" in accordance with the
1940 Act. The Committee delegates
primary responsibility for carrying
out these functions to MFS and MFS'
internal valuation committee
pursuant to pricing policies and
procedures approved by the
Committee and adopted by the full
Board, which include methodologies
to be followed by MFS to determine
the fair values of portfolio
securities and other assets held by
the Trust for which market
quotations are not readily
available. The Committee meets
periodically with the members of
MFS' internal valuation committee
to review and assess the quality of
fair valuation and other pricing
determinations made pursuant to the
Trust's pricing policies and
procedures, and to review and
assess the policies and procedures
themselves. The Committee also
exercises the responsibilities of
the Board under the Amortized Cost
Valuation Procedures approved by
the Board on behalf of each Fund
which holds itself out as a "money
market fund" in accordance with
Rule 2a-7 under the 1940 Act.
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(1) The number of committee meetings for fiscal years ending October 31, 2004 and November 30, 2004 is
the same.
(2) Information about each committee member (other than Ms. Smith, who is not standing for reelection)
is set forth above on pages 3, 4, 5 and 6.
* Independent Trustees.
The Trustees generally hold at least nine regular meetings each calendar year.
These regular meetings take place over a two-day period. The performance and
operations of each of the Trusts is reviewed by the Trustees at each meeting and
more in-depth reviews of particular Trusts are conducted by the Trustees
throughout the year. MFS Charter Income Trust and MFS Government Markets Income
Trust each held 12 Board meetings during the fiscal year ended November 30,
2004. MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS Municipal
Income Trust and MFS Special Value Trust each held 14 Board meetings during the
fiscal year ended October 31, 2004. Each Trustee attended at least 75% of the
Board and applicable committee meetings noted for each Trust.
AUDIT COMMITTEE
Each Trust's Audit Committee consists only of Independent Trustees and Trustees
who are independent of the Trust as defined by New York Stock Exchange Listing
Standards. Each Trust's Audit Committee's report on the Trust's most recent
audited financials is included below. Each Trust's Board has adopted a written
charter for the Audit Committee that is attached as Exhibit 1 to this proxy
statement as required by applicable rules. The charter was approved by the
Committee on April 27, 2004 and amended by the Committee as of October 26, 2004.
NOMINATION AND COMPENSATION COMMITTEE
The Trustees have adopted a written charter for the Nomination and Compensation
Committee. Although the Trusts currently do not maintain a website on which the
charter is available, the charter was attached as an exhibit to the proxy
statement, as required by applicable rules, for the 2004 Annual Meeting of
Shareholders of each Trust.
Each Trust's Nomination and Compensation Committee consists only of Independent
Trustees and Trustees who are independent of the Trust as defined by New York
Stock Exchange Listing Standards.
The Nomination and Compensation Committee requires that Trustee candidates have
a college degree or equivalent business experience, but has not otherwise
established specific, minimum qualifications that must be met by an individual
to be considered by the Committee for nomination as a Trustee. The Nomination
and Compensation Committee may take into account a wide variety of factors in
considering Trustee candidates, including, but not limited to: (i) availability
and commitment of a candidate to attend meetings and perform his or her
responsibilities to the Board; (ii) relevant industry and related experience;
(iii) educational background; (iv) financial expertise; (v) an assessment of the
candidate's ability, judgment and expertise; (vi) overall diversity of the
composition of the Board and (vii) such other factors as the Committee deems
appropriate. The Nomination and Compensation Committee may consider candidates
for Trustee recommended by each Trust's current Trustees, officers or
shareholders or by MFS or any other source deemed appropriate by the Nomination
and Compensation Committee. The Nomination and Compensation Committee may, but
is not required to, retain a third-party search firm at the applicable Trust's
expense to identify potential candidates.
The Nomination and Compensation Committee will review and consider nominees
recommended by shareholders to serve as Trustee, provided that the recommending
shareholder follows the Procedures for Shareholders to Submit Nominee
Candidates, which are set forth as Appendix B to the Trusts' Nomination and
Compensation Committee Charter (which was attached as an exhibit to the proxy
statement for the 2004 Annual Meeting of Shareholders of each Trust). Among
other requirements, these procedures provide that the recommending shareholder
must submit any recommendation in writing to the Trust, to the attention of the
Trust's Secretary, at the address of the principal executive offices of the
Trust. Any recommendation must include certain biographical information and
other information regarding the candidate and the recommending shareholder, and
must include a written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected. The foregoing description is only
a summary.
The Nomination and Compensation Committee has full discretion to reject nominees
recommended by shareholders, and there is no assurance that any such person
properly recommended and considered by the Committee will be nominated for
election to the Board of a Trust.
SHARE OWNERSHIP
As of January 18, 2005, the Trustees and officers of each Trust as a whole owned
less than 1% of the outstanding shares of any class of any Trust.
The following table shows the dollar range of equity securities beneficially
owned by each nominee (a) of each Trust and (b) on an aggregate basis, in all
MFS funds overseen, or to be overseen, by the nominee, as of January 18, 2005.
The following dollar ranges apply:
N. None
A. $1 - $10,000
B. $10,001 - $50,000
C. $50,001 - $100,000
D. Over $100,000
AGGREGATE DOLLAR
RANGE OF
AGGREGATE SECURITIES IN
DOLLAR RANGE ALL MFS FUNDS
OF EQUITY OVERSEEN OR
SECURITIES IN TO BE OVERSEEN BY
NAME OF TRUSTEE INDIVIDUAL TRUST NAME THE TRUST THE NOMINEE
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INTERESTED TRUSTEE NOMINEES
Robert J. Manning MFS Charter Income Trust N D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Robert C. Pozen MFS Charter Income Trust N D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
INDEPENDENT TRUSTEE NOMINEES
Lawrence H. Cohn, M.D. MFS Charter Income Trust C D
MFS Government Markets Income Trust B
MFS Intermediate Income Trust B
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust D
David H. Gunning MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
William R. Gutow MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Michael Hegarty MFS Charter Income Trust N N
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
J. Atwood Ives MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust C
MFS Municipal Income Trust (Common Shares) A
MFS Municipal Income Trust (Preferred Shares) D
MFS Special Value Trust N
Amy B. Lane MFS Charter Income Trust A A
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Lawrence T. Perera MFS Charter Income Trust A D
MFS Government Markets Income Trust A
MFS Intermediate Income Trust A
MFS Multimarket Income Trust C
MFS Municipal Income Trust (Common Shares) A
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
J. Dale Sherratt MFS Charter Income Trust C D
MFS Government Markets Income Trust B
MFS Intermediate Income Trust B
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust D
Laurie J. Thomsen MFS Charter Income Trust N N
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
The Board of Trustees of each Trust has adopted procedures by which shareholders
may send communications to the Board. Shareholders may mail written
communications to the Board to the attention of the Board of Trustees, [Name of
Trust], c/o Massachusetts Financial Services Company, 500 Boylston Street,
Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent Chief
Compliance Officer. Shareholder communications must (i) be in writing and be
signed by the shareholder, (ii) identify the MFS Trust to which they relate and
(iii) identify the class and number of shares held by the shareholder. The
Fund's Independent Chief Compliance Officer ("ICCO") is responsible for
reviewing all properly submitted shareholder communications. The ICCO shall
either (i) provide a copy of each properly submitted shareholder communication
to the Board at its next regularly scheduled meeting or (ii) if the ICCO
determines that the communication requires more immediate attention, forward the
communication to the Chair of the Trustees promptly after receipt. The ICCO may,
in good faith, determine that a shareholder communication should not be provided
to the Board because it is ministerial in nature (such as a request for Trust
literature, share data or financial information). The ICCO may in such cases
forward the communication to the appropriate party or parties at MFS. These
procedures do not apply to (i) any communication from an officer or Trustee of
the Trust, (ii) any communication from an employee or agent of the Trust, unless
such communication is made solely in such employee's or agent's capacity as a
shareholder or (iii) any shareholder proposal submitted pursuant to Rule l4a-8
under the Securities Exchange Act of 1934, as amended, or any communication made
in connection with such a proposal. Each Trust's Trustees are not required to
attend the Trust's shareholder meetings or to otherwise make themselves
available to shareholders for communications, other than pursuant to the
aforementioned procedures. No Board members attended the 2004 Annual Meeting of
Shareholders.
Each Trust's Declaration of Trust currently provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, unless it is finally adjudicated or, in case of a
settlement, it has been determined by Trustees not involved in the matter or
independent legal counsel, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust or
that they engaged in willful misfeasance or acted with bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
offices.
TRUSTEE COMPENSATION TABLE
The table below shows the cash compensation paid to the Trustees by each Trust
for the fiscal year ended on the date noted (see footnote 2). Interested
Trustees receive no compensation from a Trust for their services as Trustees.
The table includes information for Mr. Ward Smith, who passed away on August 15,
2004, Mr. William Poorvu, who retired as a Trustee of each Trust at the end of
calendar year 2004, and Ms. Smith, who is not standing for reelection.
TOTAL CASH
COMPENSATION
TRUSTEE FEES FROM TRUST AND
NAME OF TRUSTEE(1) INDIVIDUAL TRUST NAME FROM TRUST(2) FUND COMPLEX(3)
-----------------------------------------------------------------------------------------------------
Lawrence H. Cohn, M.D. MFS Charter Income Trust $7,031.77 $196,098.20
MFS Government Markets Income Trust $6,023.18
MFS Intermediate Income Trust $10,719.04
MFS Multimarket Income Trust $6,254.24
MFS Municipal Income Trust $3,572.87
MFS Special Value Trust $892.68
David H. Gunning(4) MFS Charter Income Trust $6,253.99 $196,098.20
MFS Government Markets Income Trust $5,356.51
MFS Intermediate Income Trust $9,385.71
MFS Multimarket Income Trust $5,476.46
MFS Municipal Income Trust $3,128.42
MFS Special Value Trust $781.57
William R. Gutow MFS Charter Income Trust $7,031.77 $196,098.20
MFS Government Markets Income Trust $6,023.18
MFS Intermediate Income Trust $10,719.04
MFS Multimarket Income Trust $6,254.24
MFS Municipal Income Trust $3,572.87
MFS Special Value Trust $892.68
Michael Hegarty(5) MFS Charter Income Trust N/A $20,977.44
MFS Government Markets Income Trust N/A
MFS Intermediate Income Trust N/A
MFS Multimarket Income Trust N/A
MFS Municipal Income Trust N/A
MFS Special Value Trust N/A
J. Atwood Ives MFS Charter Income Trust $7,431.38 $266,098.20
MFS Government Markets Income Trust $6,315.49
MFS Intermediate Income Trust $11,292.39
MFS Multimarket Income Trust $6,603.55
MFS Municipal Income Trust $3,761.64
MFS Special Value Trust $934.10
Amy B. Lane(4) MFS Charter Income Trust $6,260.34 $197,098.20
MFS Government Markets Income Trust $5,361.14
MFS Intermediate Income Trust $9,396.19
MFS Multimarket Income Trust $5,482.86
MFS Municipal Income Trust $3,131.87
MFS Special Value Trust $782.33
Lawrence T. Perera MFS Charter Income Trust $7,071.79 $201,098.20
MFS Government Markets Income Trust $6,052.94
MFS Intermediate Income Trust $10,762.56
MFS Multimarket Income Trust $6,280.09
MFS Municipal Income Trust $3,587.00
MFS Special Value Trust $895.59
William J. Poorvu MFS Charter Income Trust $7,109.88 $207,098.20
MFS Government Markets Income Trust $6,080.75
MFS Intermediate Income Trust $10,790.51
MFS Multimarket Income Trust $6,297.16
MFS Municipal Income Trust $3,596.21
MFS Special Value Trust $897.61
J. Dale Sherratt MFS Charter Income Trust $7,126.98 $211,098.20
MFS Government Markets Income Trust $6,092.66
MFS Intermediate Income Trust $10,876.26
MFS Multimarket Income Trust $6,350.20
MFS Municipal Income Trust $3,624.71
MFS Special Value Trust $904.10
Elaine R. Smith MFS Charter Income Trust $7,063.50 $201,098.20
MFS Government Markets Income Trust $6,046.35
MFS Intermediate Income Trust $10,771.46
MFS Multimarket Income Trust $6,286.21
MFS Municipal Income Trust $3,590.16
MFS Special Value Trust $896.50
Ward Smith MFS Charter Income Trust $5,304.43 $144,152.43
MFS Government Markets Income Trust $4,525.70
MFS Intermediate Income Trust $9,083.59
MFS Multimarket Income Trust $5,305.44
MFS Municipal Income Trust $3,026.51
MFS Special Value Trust $753.54
------------
(1) Each Trustee who is an "interested person" of MFS (within the meaning of the 1940 Act) serves
without any compensation from the Trust.
(2) Information provided for the MFS Charter Income Trust and MFS Government Markets Income Trust is
for the fiscal year ended November 30, 2004. Information provided for the MFS Intermediate
Income Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust and MFS Special Value
Trust is for the fiscal year ended October 31, 2004.
(3) For calendar year 2004. Trustees receiving compensation from each Trust served as Trustee of 97
funds within the MFS Fund complex (having aggregate net assets at December 31, 2004 of
approximately $92 billion). This column does not include fees in the amount of $20,977.44
received by Ms. Thomsen from the MFS Fund complex for her services as an Advisory Trustee.
(4) Mr. Gunning and Ms. Lane became Trustees on January 27, 2004.
(5) Mr. Hegarty became a Trustee after the fiscal-year end of the Trusts but before the end of
calendar year 2004. Accordingly, the table indicates that he did not receive compensation from
the specific Trusts during their reporting period but did receive compensation from the complex
during calendar year 2004.
Prior to December 31, 2001, each Trust had a retirement plan for Independent
Trustees and Trustees who were not officers of the Trust. Effective December 31,
2001, each Trust's retirement plan terminated, except with respect to those
Trustees who retired on or before that date. The remaining Trustees who were
previously covered under the retirement plan had their accrued benefits under
the plan "rolled-over" into a deferred compensation arrangement along with other
compensation to account for future benefits they would have received under the
retirement plan if it had continued for such Trustees.
TRUST INFORMATION
This section provides certain information about each Trust, including
information about its investment adviser and administrator, independent
registered public accounting firm, executive officers and the identity of
persons holding more than 5% of the outstanding shares of any class of any
Trust.
INVESTMENT ADVISER AND ADMINISTRATOR
Each Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is a majority owned subsidiary of Sun Life of Canada (U.S.) Financial
Services Holdings, Inc., which in turn is a majority-owned subsidiary of Sun
Life Financial (U.S.) Holdings, Inc., 500 Boylston Street, Boston,
Massachusetts 02116, which in turn is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada--U.S. Operations Holdings, Inc., One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481 ("Sun Life U.S.
Operations"). Sun Life U.S. Operations is a wholly-owned subsidiary of Sun Life
Financial Corp., 150 King Street West, Toronto, Canada MSH 1J9, which in turn
is a wholly-owned subsidiary of Sun Life Financial Inc.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Independent Registered Public Accounting Firm and fiscal year end for each
Trust is listed below:
INDEPENDENT REGISTERED
PUBLIC FISCAL YEAR
TRUST ACCOUNTING FIRM END
------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young LLP ("Ernst & Young") November 30
MFS Government Markets Income Trust Deloitte & Touche LLP ("Deloitte") November 30
MFS Intermediate Income Trust Deloitte October 31
MFS Multimarket Income Trust Ernst & Young October 31
MFS Municipal Income Trust Deloitte October 31
MFS Special Value Trust Ernst & Young October 31
No Independent Registered Public Accounting Firm has a direct or material
indirect interest in a Trust.
Representatives of the applicable Independent Registered Public Accounting Firm
are expected to be present at the Meeting and will have an opportunity to make a
statement if they desire to do so. Such representatives also are expected to be
available to respond to appropriate questions.
The Audit Committee of the Board of Trustees of each Trust issued the following
report concerning the financial statements for each Trust's most recent fiscal
year.
The Audit Committee reviewed and discussed the audited financial statements
with Trust management. The Audit Committee also discussed with the Auditor
the matters required to be discussed by SAS 61 (Codification of Statements
on Auditing Standards). The Audit Committee received the written disclosures
and the letter from the Auditor required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and
discussed with the Auditor its independence.
Based on this review and these discussions, the Audit Committee recommended
to the Board of Trustees that the audited financial statements be included
in the Trust's annual report to shareholders for the Trust's 2004 fiscal
year for filing with the Securities and Exchange Commission.
J. Atwood Ives
Amy B. Lane
J. Dale Sherratt
To the extent required by applicable regulations, pre-approval by the Audit
Committee of the Board is needed for all audit and permissible non-audit
services rendered by the Independent Registered Public Accounting Firm to each
Trust and all permissible non-audit services rendered by the Independent
Registered Public Accounting Firm to MFS and any entity controlling, controlled
by or under common control with MFS that provides ongoing services to a Trust
(including MFS Service Center, Inc.) (each, a "Service Affiliate") if the
services relate directly to the operations and financial reporting of such
Trust. Pre-approval is currently on an engagement-by-engagement basis. In the
event pre-approval of such services is necessary between regular meetings of the
Audit Committee and it is not practical to wait to seek pre-approval at the next
regular meeting of the Audit Committee, pre-approval of such services may be
referred to the Chair of the Audit Committee; provided that the Chair may not
pre-approve any individual engagement for such services exceeding $50,000 or
multiple engagements for such services in the aggregate exceeding $100,000
between such regular meetings of the Audit Committee. Any engagement
pre-approved by the Chair between regular meetings of the Audit Committee shall
be presented for ratification by the entire Audit Committee at its next
regularly scheduled meeting.
Schedule A attached hereto includes tables that set forth for each Trust, for
each Trust's two most recent fiscal years, the fees billed by each Trust's
Independent Registered Public Accounting Firm for (a) all audit and non-audit
services provided directly to the Trust and (b) those non-audit services
provided to the Trust's Service Affiliates that relate directly to the Trust's
operations and financial reporting under the following captions:
(i) Audit Fees - fees related 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.
(ii) Audit-Related Fees - fees related to assurance and related services
that are reasonably related to the performance of the audit or review
of financial statements, but not reported under "Audit Fees",
including accounting consultations, agreed-upon procedure reports
(inclusive of annual review of basic maintenance testing associated
with the Preferred Shares), attestation reports, comfort letters and
internal control reviews.
(iii) Tax Fees - fees associated with tax compliance, tax advice and tax
planning, including services relating to the filing or amendment of
federal, state or local income tax returns, regulated investment
company qualification reviews and tax distribution and analysis
reviews.
(iv) All Other Fees - fees for products and services provided to a Trust by
the Independent Registered Public Accounting Firm other than those
reported under "Audit Fees", "Audit-Related Fees" and "Tax Fees."
Schedule A attached hereto also sets forth the aggregate fees billed by each
Independent Registered Public Accounting Firm for each Trust's two most recent
fiscal years, for non-audit services rendered to each Trust and each Trust's
Service Affiliates.
The Audit Committee has considered whether the provision by a Trust's
Independent Registered Public Accounting Firm of non-audit services to the
Trust's Service Affiliates that were not pre-approved by the Audit Committee
(because such services were provided prior to the effectiveness of SEC rules
requiring pre-approval or because such services did not relate directly to the
operations and financial reporting of the Trust) was compatible with maintaining
the independence of the Independent Registered Public Accounting Firm as the
Trust's principal auditor.
EXECUTIVE OFFICERS
The following table provides information about the current executive officers of
each Trust including their principal occupations, which, unless specific dates
are shown, are of more than five years duration, although the titles may not
have been the same throughout. Each officer will hold office until his or her
successor is chosen and qualified, or until he or she retires, resigns or is
removed from office.
PRINCIPAL OCCUPATIONS
POSITION(s) HELD OFFICER DURING THE PAST FIVE YEARS
NAME, DATE OF BIRTH WITH THE TRUST SINCE(1) & DIRECTORSHIPS(2)
----------------------------------------------------------------------------------------------------------------
OFFICERS
Robert J. Manning(3) President February 2004 Massachusetts Financial Services
(born 10/20/63) Company, Chief Executive Officer,
President, Chief Investment Officer
and Director
James R. Bordewick, Jr.(3) Assistant Secretary September 1990 Massachusetts Financial Services
(born 03/06/59) and Assistant Clerk Company, Senior Vice President and
Associate General Counsel
Jeffrey N. Carp(3) Secretary and Clerk September 2004 Massachusetts Financial Services
(born 12/01/56) Company, Senior Vice President,
General Counsel and Secretary (since
April 2004); Hale and Dorr LLP (law
firm) (prior to April 2004)
Stephanie A. DeSisto(3) Assistant Treasurer May 2003 Massachusetts Financial Services
(born 10/01/53) Company, Vice President (since April
2003); Brown Brothers Harriman & Co.
(financial services company), Senior
Vice President (November 2002 to April
2003); ING Groep N.V./Aeltus
Investment Management, Senior Vice
President (prior to November 2002)
James F. DesMarais(3) Assistant Secretary September 2004 Massachusetts Financial Services
(born 03/09/61) and Assistant Clerk Company, Assistant General Counsel
Richard M. Hisey(3) Treasurer August 2002 Massachusetts Financial Services
(born 08/29/58) Company, Senior Vice President (since
July 2002); The Bank of New York,
Senior Vice President (September 2000
to July 2002); Lexington Global Asset
Managers, Inc., Executive Vice
President and Chief Financial Officer
(prior to September 2000); Lexington
Funds, Chief Financial Officer (prior
to September 2000)
Brian T. Hourihan(3) Assistant Secretary September 2004 Massachusetts Financial Services
(born 11/11/64) and Assistant Clerk Company, Vice President, Senior
Counsel and Assistant Secretary (since
June 2004); Affiliated Managers Group,
Inc., Chief Legal Officer/Centralized
Compliance Program (January to April
2004); Fidelity Research & Management
Company, Assistant General Counsel
(prior to January 2004)
Ellen Moynihan(3) Assistant Treasurer April 1997 Massachusetts Financial Services
(born 11/13/57) Company, Vice President
Frank L. Tarantino Independent Chief June 2004 MFS Family of Funds, Independent Chief
(born 03/07/44) Compliance Officer Compliance Officer; CRA Business
Strategies Group (consulting
services), Executive Vice President
(April 2003 to June 2004); David L.
Babson & Co. (investment adviser),
Managing Director, Chief
Administrative Officer and Director
(February 1997 to March 2003)
James O. Yost(3) Assistant Treasurer September 1990 Massachusetts Financial Services
(born 06/12/60) Company, Senior Vice President
------------------
(1) Date first appointed to serve as an officer of a Trust. Each officer has served continuously since
appointment.
(2) Directorships or trusteeships of companies required to report to the SEC (i.e., "public companies").
(3) "Interested person" of the Trust within the meaning of the 1940 Act, as a result of position with MFS.
Each Trust's officers hold comparable positions with the 97 funds in the MFS
Family of Funds, and with certain affiliates of MFS. The address of each officer
is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.
INTERESTS OF CERTAIN PERSONS
Schedule B attached hereto sets forth, as of January 18, 2005, to the best
knowledge of each Trust, the shareholders who beneficially owned more than 5% of
the outstanding shares of any class of such Trust.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of each Trust and MFS, and persons who own more
than ten percent of any class of a Trust's shares, to file reports of ownership
and changes in ownership with the SEC and the New York Stock Exchange. Such
persons are required by SEC regulation to furnish each Trust with copies of all
Section 16(a) forms they file in relation to that Trust.
Based solely on a review of the copies of Forms 3, 4 and 5 and amendments
thereto furnished to each Trust during and with respect to its most recent
fiscal year, each Trust believes that during its 2004 fiscal year, all Section
16(a) filing requirements applicable to Trustees, directors and certain officers
of the Trust and MFS and greater than ten percent beneficial owners were
complied with except as follows: MFS Special Value Trust believes that Dr. Cohn
(Trustee) did not file a Form 4 (Statement of Changes of Beneficial Ownership)
on a timely basis with respect to the purchase of shares of the Trust. Dr. Cohn
filed a Form 5 (Annual Statement of Beneficial Ownership) for the fiscal year
ending October 31, 2004 to report the transaction that he failed to report on
Form 4.
LITIGATION
Since December 2003, MFS, MFS Fund Distributors, Inc., MFS Service Center,
Inc., MFS Corporation Retirement Committee, Sun Life Financial Inc., various
MFS funds and Trusts, certain current and/or former Trustees of the trusts of
which these MFS funds are series and certain officers of MFS have been named as
defendants in multiple lawsuits filed in federal and state courts. Of these
lawsuits, four are derivative actions that have been brought on behalf of all
the MFS funds and name among the defendants the following Trustees who are
nominees: Dr. Lawrence H. Cohn, M.D., Mr. William R. Gutow, Mr. J. Atwood Ives,
Mr. Lawrence T. Perera and Mr. J. Dale Sherratt. The derivative action relating
to market timing and related matters, styled as Hammerslough v. Massachusetts
Financial Services Company, et al., U.S.D.C. (D. Md.), MDL 1586, is a
consolidated action before the United States District Court for the District of
Maryland, in the multi-district litigation of market timing and related claims
involving several other fund complexes (In re Mutual Funds Investment
Litigation (Alger, Columbia, Janus, MFS, One Group, Putnam, Allianz Dresdner),
No. 1:04-md-15863 (consolidation began March 19, 2004)). The plaintiffs in this
consolidated action generally seek injunctive relief including removal of the
named Trustees, adviser and distributor, rescission of contracts and 12b-1
Plans, disgorgement of fees and profits, monetary damages, punitive damages,
attorney's fees and costs and other equitable and declarative relief. The other
three derivative lawsuits, which have been brought on behalf of certain MFS
funds, not including the Trust, allege improper brokerage allocation practices
and excessive compensation and are pending in the United States District Court
for the District of Massachusetts: Forsythe v. Sun Life Financial Inc., et al.,
No. 04cv10584 (GAO) (instituted on March 25, 2004); Eddings v. Sun Life
Financial Inc., et al., No. 04cv10764 (GAO) (instituted on April 15, 2004); and
Koslow v. Sun Life Financial Inc., et al., U.S.D.C. (D. Mass.), No. 04cv11019
(instituted on May 20, 2004). The plaintiffs in these lawsuits generally seek
compensatory damages, punitive damages, recovery of fees, rescission of
contracts, an accounting, restitution, declaratory relief, equitable and/or
injunctive relief and attorney's fees and costs. These various lawsuits
generally allege that some or all of the defendants (i) permitted or acquiesced
in market timing and/or late trading in some of the MFS funds, inadequately
disclosed MFS' internal policies concerning market timing and such matters, and
received excessive compensation as fiduciaries to the MFS funds, or (ii)
permitted or acquiesced in the improper use of fund assets by MFS to support
the distribution of MFS fund shares and inadequately disclosed MFS' use of fund
assets in this manner. The actions assert that some or all of the defendants
violated the federal securities laws, including the Securities Act of 1933 and
the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, the Employee Retirement Income Security Act of
1974, as well as fiduciary duties and other violations of common law. Insofar
as any of the actions is appropriately brought derivatively on behalf of any of
the MFS funds, any recovery will inure to the benefit of the MFS funds.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
MANNER OF VOTING PROXIES
All proxies received by management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted FOR the election
of Lawrence H. Cohn, M.D., David H. Gunning, William R. Gutow, Michael Hegarty,
J. Atwood Ives, Amy B. Lane, Robert J. Manning, Lawrence T. Perera, Robert C.
Pozen, J. Dale Sherratt and Laurie J. Thomsen as Trustees of the Trust (if
still available for election).
All proxies received, including proxies that reflect (i) broker non-votes (i.e.,
shares held by brokers or nominees as to which (a) instructions have not been
received from the beneficial owners or the persons entitled to vote, and (b) the
broker or nominee does not have discretionary voting power on a particular
matter), (ii) abstentions or (iii) the withholding of authority to vote for a
nominee for election as Trustee, will be counted as shares that are present on a
particular matter for purposes of determining the presence of a quorum for that
matter. A majority of a Trust's outstanding shares entitled to be cast at the
Meeting that are present in person or represented by proxy constitutes a quorum,
except that with respect to the election of Messrs. Ives and Perera as Trustees
of MFS Municipal Income Trust, a quorum requires a majority of that Trust's
outstanding preferred shares entitled to be cast at the Meeting be present in
person or represented by proxy. With respect to the election of Trustees,
neither broker non-votes nor abstentions nor withholding authority to vote have
any effect on the outcome of the voting.
Each shareholder of a Trust is entitled to one vote for each share of the Trust
that such shareholder owns at the close of business on January 18, 2005, on each
matter on which the shareholder is entitled to vote. Each fractional share is
entitled to a proportionate fractional vote.
Each Trust will reimburse the record holders of its shares for their expenses
incurred in sending proxy material to and obtaining voting instructions from
beneficial owners.
Each Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is each
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.
INSTRUCTIONS FOR VOTING PROXIES
The giving of a proxy will not affect a shareholder's right to vote in person
should the shareholder decide to attend the Meeting. To vote by mail, please
mark, sign, date and return the enclosed proxy card following the instructions
printed on the card.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 2006 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 13,
2006. The submission by a shareholder of a proposal for inclusion in the proxy
materials does not guarantee that it will be included. Shareholder proposals are
subject to certain requirements under the federal securities laws.
A shareholder who wishes to make a proposal at the 2006 Annual Meeting of
Shareholders without including the proposal in the Trust's proxy statement must
ensure that the proposal is received by the Trust in good order and in
compliance with all applicable legal requirements and requirements set forth in
the Trust's By-Laws and Declaration of Trust by June 27, 2006 at the Trust's
principal office at 500 Boylston Street, Boston, Massachusetts 02116. The
persons named as proxies for the 2006 Annual Meeting of Shareholders will have
discretionary authority to vote on all matters presented at the meeting
consistent with the SEC's proxy rules.
ADDITIONAL INFORMATION
The Meeting of shareholders of each Trust is called to be held at the same time
as the Meetings of shareholders of each of the other Trusts. It is anticipated
that all Meetings will be held simultaneously.
If any shareholder at the Meeting objects to the holding of a simultaneous
Meeting and moves for an adjournment of the Meeting to a time promptly after the
simultaneous Meetings, the persons named as proxies will vote in favor of such
adjournment.
The expense of the preparation, printing and mailing of the enclosed form of
proxy, the Notice and this Proxy Statement, and any tabulation costs, will be
borne on a proportional basis by the Trusts.
Only one copy of this Proxy Statement may be mailed to a household, even if more
than one person in a household is a Trust shareholder of record, unless the
Trust has received contrary instructions from one or more of the shareholders in
such household. If you need additional copies of this Proxy Statement and you
are the holder of record of your shares, please contact MFS at 1-877-383-7949.
If your shares are held in broker street name please contact your financial
service firm to obtain additional copies of this proxy statement. If in the
future you do not want the mailing of proxy statements to be combined with those
for other members of your household or if you are receiving multiple copies of
this Proxy Statement and do want the mailings to be combined with those for
other members of your household, contact MFS Service Center, Inc., in writing at
500 Boylston Street, Boston, Massachusetts 02116, or by telephone at
1-877-383-7949, or contact your financial service firm.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
February 3, 2005 MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
EXHIBIT 1
MFS FUNDS BOARD
AUDIT COMMITTEE CHARTER
(ADOPTED AS OF APRIL 27, 2004,
AS AMENDED
THROUGH OCTOBER 26, 2004)
The Board of Trustees (the "Board") of each of the Trusts listed in Appendix A
hereto, as the same may be periodically updated (each a "Trust" and,
collectively, the "Trusts"), has adopted this Charter to govern the activities
of the Audit Committee (the "Committee") of the particular Board with respect to
its oversight of each series of a Trust and each Trust which is itself a single
series (each such series a "Fund" and, collectively, the "Funds"). This Charter
supercedes and replaces any Audit Committee charter previously adopted by the
Board or a committee of the Board.
STATEMENT OF PURPOSE AND FUNCTIONS
The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements related
to the Fund's financial reporting and internal controls(1), the qualifications
and independence of the Fund's independent accountants, and the performance of
the Fund's internal control systems and independent accountants. With respect to
each closed-end Fund, the Committee's purpose is also to prepare or cause to be
prepared reports required by Securities and Exchange Commission rules to be
included in the Fund's annual proxy statements.
------------
(1) The Committee will oversee the Fund's compliance with legal and regulatory
requirements relating to the Fund's accounting and financial reporting
policies and practices and its internal controls. The Board has established
other committees, including a Compliance and Governance Committee, to
oversee the Fund's compliance with other legal and regulatory requirements.
The Committee's function is oversight. The authority and responsibilities of
the Committee set forth in this Charter do not reflect or create any duty,
obligation or responsibility of the Committee to plan or conduct Fund audits, to
prepare or determine or certify that the Fund's financial statements are
complete, accurate, fairly presented, or in accordance with generally accepted
accounting principles or applicable law, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. The Committee's
oversight role does not provide any expert or special assurance as to the Fund's
financial statements or other financial information provided by the Fund to its
shareholders, and it is not the Committee's responsibility to guarantee any
independent accountant's report. Fund management is responsible for Fund
accounting and the implementation and maintenance of the Fund's internal control
systems, and the independent accountants are responsible for conducting a proper
audit of the Fund's financial statements and for reviewing the Funds' unaudited
interim financial statements. Members of the Committee are not employees of the
Fund and, in serving on this Committee, are not, and do not hold themselves out
to be, acting as accountants or auditors. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures. Each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations within management and outside the Fund from which it receives
information and (ii) the accuracy of financial and other information provided to
the Committee by such persons or organizations absent actual knowledge to the
contrary.
MEMBERSHIP
The Committee shall be comprised of as many trustees as the Board of Trustees
shall determine, but in any event not less than three (3) Trustees. Each member
of the Committee must be a member of the Board. The Board may remove or replace
any member of the Committee at any time in its sole discretion. One or more
members of the Committee may be designated by the Board as the Committee's chair
or co-chair, as the case may be.
No member of the Committee may be an "interested person" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and each member of the Committee must otherwise
satisfy the standards for independence of an audit committee member of an
investment company issuer as set forth in Rule 10A-3(b) under the Securities
Exchange Act of 1934, as amended, and under applicable listing standards of the
New York Stock Exchange (the "NYSE"). Each member of the Committee must be
"financially literate" (or must become so within a reasonable time after his or
her appointment to the Committee) and at least one member of the Committee must
have "accounting or related financial management expertise," in each case as the
Board interprets such qualification in its business judgment under NYSE listing
standards.
RESPONSIBILITIES AND DUTIES
The Committee's policies and procedures shall remain flexible to facilitate
the Committee's ability to react to changing conditions and to generally
discharge its functions. The following describe areas of attention in broad
terms. The Committee shall:
1. Determine the selection, compensation, retention or termination of the
Fund's independent accountants based on an evaluation of their independence
and the nature and performance of the audit and any permitted non-audit
services. Decisions by the Committee concerning the selection, compensation,
retention or termination of the independent accountants shall be submitted
to the Board for ratification in accordance with the requirements of Section
32(a) of the Investment Company Act. The Fund's independent accountants must
report directly to the Committee, which shall be responsible for resolution
of disagreements between management and the independent accountants relating
to financial reporting.
2. To consider the independence of the Fund's independent accountants at
least annually, and in connection therewith receive on a periodic basis
formal written disclosures and letters from the independent accountants as
required by the Independence Standards Board Standard ("ISB") No. 1.
3. To the extent required by applicable regulations, pre-approve (i) all
audit and permitted non-audit services rendered by the independent
accountants to the Fund and (ii) all non-audit services rendered by the
independent accountants to the Fund's investment adviser and to certain of
the investment adviser's affiliates. The Committee may establish policies
and procedures pursuant to which such pre-approval is granted, which may
include pre-approval by other than by the full Committee.
4. Review any non-audit services provided by the independent accountants
to the Fund's investment adviser and certain of its affiliates that were not
subject to pre-approval by the Committee under paragraph 3 above, and the
fees associated therewith.
5. If and to the extent that the Fund intends to have employees, set clear
policies for the hiring by the Fund of employees or former employees of the
Fund's independent accountants.
6. Obtain and review at least annually a report from the independent
accountants describing (i) the accounting firm's internal quality-control
procedures, (ii) any material issues raised (a) by the accounting firm's
most recent internal quality-control review or peer review or (b) by any
governmental or other professional inquiry or investigation performed within
the preceding five years respecting one or more independent audits carried
out by the firm, and any steps taken to address any such issues and (iii)
(to assess the independent accountants' independence) all relationships
between the independent accountants and the Fund.
7. Review with the Fund's independent accountants arrangements for and the
scope of the annual audit and any special audits, including the form of any
opinion proposed to be rendered to the Board and shareholders of the Fund.
8. With respect to each closed-end Fund (i) meet with management and the
independent accountants to review and discuss the Fund's annual audited
financial statements and quarterly unaudited financial statements, including
a review of any specific disclosures of management's discussion of the
Fund's investment performance and (ii) with respect to the Fund's audited
financial statements, discuss with the independent accountants matters
required by Statement of Accounting Standards ("SAS") No. 61 and any other
matters required to be reported to the Committee under applicable law and
provide a statement whether, based on its review of such audited financial
statements, the Committee recommends to the Board that the audited financial
statements be included in the Fund's Annual Report.
9. With respect to the open-end Funds, meet at least annually with
management and the independent accountants to discuss the form of the Funds'
audited financial statements and any specific issues regarding the content
thereof raised by management or the independent accountants.
10. Review with the independent accountants any audit problems or
difficulties encountered in the course of their audit work and management's
responses thereto.
11. Review with management and, as applicable, with the independent
accountants the Fund's accounting and financial reporting policies,
practices and internal controls, and management's guidelines and policies
with respect to risk assessment and risk management, including the effect on
the Fund of any recommendation of changes in accounting principles or
practices by management or the independent accountants.
12. Receive any reports from the Fund's independent accountants, Chief
Executive Officer or Chief Financial Officer relating to (i) significant
deficiencies or material weaknesses in the design or operation of internal
control over the Fund's financial reporting which are reasonably likely to
adversely affect the Fund's ability to record, process, summarize and report
financial information and (ii) the maintenance and design of the Fund's
internal controls over financial reporting.
13. With respect to each closed-end Fund, discuss with management the
Fund's earnings press releases as well as financial information and earnings
guidance provided by management to analysts and rating agencies, if any. The
Committee may discharge this responsibility by discussing the general types
of information to be disclosed by the Fund and the form of presentation
(i.e., a case-by-case review is not required) and need not discuss in
advance each such release of information.
14. Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Fund regarding accounting, internal accounting
controls, or auditing matters; and (ii) the confidential, anonymous
submission by employees of the Fund, the Fund's investment adviser,
administrator, principal underwriter (if any) or any other provider of
accounting-related services for the Fund of concerns regarding accounting or
auditing matters.
15. Investigate or initiate the investigation of any improprieties or
suspected improprieties in the Fund's accounting operations or financial
reporting.
16. Review with counsel legal and regulatory matters that have a material
impact on the Fund's financial and accounting reporting policies and
practices or its internal controls.
17. Report to the Board on the Committee's activities ordinarily at each
regularly scheduled Board meeting (but at least annually) or at such other
times as requested by the Board or deemed appropriate by the Committee.
18. Periodically review and recommend for approval by the Board the Fund's
custodial, transfer agency and administrative service fee arrangements.
19. Perform such other functions consistent with this Charter, the
Agreement and Declaration of Trust and Bylaws applicable to the Fund, and
applicable law or regulation, as the Committee or the Board deems necessary
or appropriate.
The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee. The Committee may also delegate certain responsibilities to the
Treasurer and Chief Financial Officer of the Fund. Any action taken by a
subcommittee or by the Treasurer and Chief Financial Officer shall be presented
to the full Committee for ratification at the Committee's next regularly
scheduled meeting.
MEETINGS
The Committee will ordinarily meet in connection with regularly scheduled
Board meetings and when the Committee determines necessary or appropriate in
accordance with the Fund's By-Laws. At least annually, the Committee shall meet
separately with the independent accountants and separately with the
representatives of Fund management responsible for the financial and accounting
operations of the Fund, including the Fund's Treasurer and Chief Financial
Officer or such other person as may have primary responsibility for the Fund's
financial and accounting operations, and shall also meet separately with
representatives of MFS's internal audit department with responsibility for
oversight of Fund matters. A Chair of the Trustees, the chair or vice- chair of
the Committee or a majority of the members of the Committee are authorized to
call a meeting of the Committee and send notice thereof.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT
The appropriate officers of the Fund shall provide or arrange to provide such
information, data and services as the Committee may request. The Committee shall
have the authority to engage at the Fund's expense independent counsel and other
experts and consultants whose expertise the Committee considers necessary to
carry out its responsibilities. The Fund shall provide for appropriate funding,
as determined by the Committee, for the payment of: (i) compensation of the
Fund's independent accountants for the issuance of an audit report relating to
the Fund's financial statements or the performance of other audit, review or
attest services for the Fund; (ii) compensation of independent legal counsel or
other advisers retained by the Committee; and (iii) ordinary administrative
expenses of the Committee that are necessary or appropriate in fulfilling its
purposes or carrying out its responsibilities under this Charter.
ANNUAL EVALUATIONS
The Committee shall review and reassess the adequacy of this Charter at least
annually and recommend any changes to the Board. In addition, the performance of
the Committee shall be evaluated at least annually by the Board or the Committee
itself.
ADOPTION AND AMENDMENTS
The Board shall adopt and approve this Charter and may amend the Charter at
any time on the Board's own motion.
APPENDIX A TO EXHIBIT 1
TRUSTS COVERED BY THE CHARTER
(AS OF OCTOBER 26, 2004)
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government Securities Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust
SCHEDULE A
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
For each Fund's last two fiscal years, fees billed by each Trust's Independent
Registered Public Accounting Firm for services provided directly to each Trust:
INDEPENDENT
REGISTERED AUDIT-RELATED
PUBLIC AUDIT FEES FEES TAX FEES
ACCOUNTING --------------------------- ------------------------ ------------------------
TRUST FIRM 2004 2003 2004 2003 2004 2003
-----------------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $37,900 $36,330 $0 $0 $11,600 $6,870
MFS Government Markets Income Deloitte $40,175 $38,650 $0 $0 $9,900 $5,100
Trust
MFS Intermediate Income Trust Deloitte $40,375 $38,850 $0 $0 $9,700 $4,900
MFS Multimarket Income Trust Ernst & Young $37,900 $36,330 $0 $0 $11,600 $6,870
MFS Municipal Income Trust Deloitte $37,115 $34,910 $18,000 $18,000 $10,600 $5,800
MFS Special Value Trust Ernst & Young $34,050 $32,590 $0 $0 $11,040 $6,405
For each Trust's last two fiscal years, no fees were billed by any Independent Registered Public Accounting Firm that would be
disclosed under the caption "All Other Fees" to any Trust.
For each Fund's last two fiscal years, fees billed by each Trust's Independent Registered Public Accounting Firm for services
provided to each Trust's Service Affiliates that relate directly to such Trust's operations and financial reporting:
INDEPENDENT
REGISTERED AUDIT-RELATED
PUBLIC FEES(1) TAX FEES(1) ALL OTHER FEES(1)
ACCOUNTING --------------------------- ------------------------ ------------------------
TRUST FIRM 2004 2003 2004 2003 2004 2003
-----------------------------------------------------------------------------------------------------------------------------------
Service Affiliates of MFS Ernst & Young $0 $0 $0 $26,832 $70,000 $0
Charter Income Trust
Service Affiliates of MFS Deloitte $1,160,170 $166,150 $37,000 $50,000 $32,500 $0
Government Markets Income
Trust
Service Affiliates of MFS Deloitte $928,350 $166,150 $35,000 $20,000 $32,500 $49,644
Intermediate Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $26,832 $40,000 $0
Multimarket Income Trust
Service Affiliates of MFS Deloitte $928,350 $166,150 $35,000 $20,000 $32,500 $49,644
Municipal Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $26,832 $40,000 $0
Special Value Trust
----------
(1) This amount reflects the fees billed to Service Affiliates of the Fund for non-audit services relating directly to the
operations and financial reporting of the Fund (portions of which services also related to the operations and financial
reporting of all funds within the MFS funds complex).
For periods prior to May 6, 2003, the amounts shown above under "Audit-
Related Fees," "Tax Fees" and "All Other Fees" relate to permitted non-audit
services that would have been subject to pre-approval if the SEC rules relating
to pre-approval of non-audit services had been in effect. During the periods
indicated in the tables above, no services described under "Audit- Related
Fees," "Tax Fees" or "All Other Fees" were approved pursuant to the de minimis
exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Aggregate fees billed by each Independent Registered Public Accounting Firm,
for each Trust's two most recent fiscal years, for non-audit services rendered
to each Trust and each Trust's Service Affiliates:
INDEPENDENT REGISTERED
TRUST PUBLIC ACCOUNTING FIRM 2004 2003
--------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust and its Service Affiliates Ernst & Young $88,600 $43,702
MFS Government Markets Income Trust and its Service Deloitte $1,262,270 $332,879
Affiliates
MFS Intermediate Income Trust and its Service Deloitte $1,041,550 $330,323
Affiliates
MFS Multimarket Income Trust and its Service Ernst & Young $58,600 $43,702
Affiliates
MFS Municipal Income Trust and its Service Deloitte $1,060,450 $349,223
Affiliates
MFS Special Value Trust and its Service Affiliates Ernst & Young $58,040 $43,237
SCHEDULE B
INTERESTS OF CERTAIN PERSONS
As of January 18, 2005, to the best knowledge of each Trust, the shareholders who beneficially owned more than 5% of
the outstanding shares of any class of such Trust.
NUMBER OF PERCENT OF
OUTSTANDING OUTSTANDING
SHARES SHARES OF
NAME AND ADDRESS CLASS OF BENEFICIALLY NOTED CLASS
TRUST NAME OF SHAREHOLDER SHARES OWNED OWNED
--------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Cede & Co. Fast Common 52,323,982.01 91.28%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Government Markets Income Trust Cede & Co. Fast Common 47,383,190.43 88.70%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Intermediate Income Trust Cede & Co. WT Fast Common 113,293,719.44 92.60%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Multimarket Income Trust Cede & Co. Fast Common 71,270,876.11 87.22%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Municipal Income Trust Cede & Co. Fast Common 32,989,281.02 82.78%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
Morgan Stanley & Co., Inc. Preferred 312 5.57%
One Pierrepont Plaza
7th Floor
Brooklyn, NY 11201
Citigroup Global Markets, Inc. Preferred 4,360 77.86%
333 W. 34th Street
New York, NY 10001
UBS PaineWebber, Inc. Preferred 459 8.19%
1000 Harbor Blvd.
Weehawken, NJ 07087
Oppenheimer and Co./Fahnestock Preferred 389 6.95%
125 Broad St. 15th Floor
New York, NY 10004
MFS Special Value Trust Cede & Co. Fast Common 5,896,374.02 84.39%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
M F S(SM)
INVESTMENT MANAGEMENT(R)
CE-PRX-2/05
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005
MFS(R) MUNICIPAL INCOME TRUST
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Trust, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
preferred shares of the Trust that the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
Date ________________________, 2005
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
------------------------------------------
Signature (PLEASE SIGN WITHIN BOX)
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.
mfs-cefp-jh
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.
ITEM 1. To elect Trustees
NOMINEES:
(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(04) Michael Hegarty
(05) J. Atwood Ives
(06) Amy B. Lane
(07) Robert J. Manning
(08) Lawrence T. Perera
(09) Robert C. Pozen
(10) J. Dale Sherratt
(11) Laurie J. Thomsen
FOR all nominees listed WITHHOLD authority to
(except as marked to the vote for all nominees
contrary at left)
0 0
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
--------------------------------------------------------------------------------
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
mfs-cefp-jh
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005
MFS(R) MUNICIPAL INCOME TRUST
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Trust, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
common shares of the Trust that the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
Date ________________________, 2005
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
------------------------------------
Signature (PLEASE SIGN WITHIN BOX)
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.
mfs-cef-jh
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.
ITEM 1. To elect Trustees
NOMINEES:
(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(04) Michael Hegarty
(05) Amy B. Lane
(06) Robert J. Manning
(07) Robert C. Pozen
(08) J. Dale Sherratt
(09) Laurie J. Thomsen
FOR all nominees listed WITHHOLD authority to
(except as marked to the vote for all nominees
contrary at left)
0 0
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
--------------------------------------------------------------------------------
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
mfs-cef-jh
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005
FUND NAME PRINTS HERE
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Trust, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
shares of the Trust that the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
Date ________________________, 2005
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
------------------------------------------
Signature (PLEASE SIGN WITHIN BOX)
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.
mfs-cef2-jh
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.
ITEM 1. To elect Trustees
Nominees:
(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(04) Michael Hegarty
(05) J. Atwood Ives
(06) Amy B. Lane
(07) Robert J. Manning
(08) Lawrence T. Perera
(09) Robert C. Pozen
(10) J. Dale Sherratt
(11) Laurie J. Thomsen
FOR all nominees listed WITHHOLD authority to
(except as marked to the vote for all nominees
contrary at left)
0 0
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
--------------------------------------------------------------------------------
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
mfs-cef2-jh