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 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)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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MFS(R) CHARTER 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 2007 Annual Meeting of Shareholders
To be held on October 4, 2007
The 2007 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 Thursday, October 4, 2007,
for the following purposes:
ITEM 1. To elect Robert J. Manning, Lawrence T. Cohn, M.D., Lawrence T.
Perera, 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 August 7, 2007 will be entitled to
vote at that Trust's Meeting of Shareholders.
By order of the Board of Trustees
SUSAN S. NEWTON
Assistant Secretary and Assistant Clerk
August 17, 2007
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) 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 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 October 4, 2007 at 500 Boylston Street,
Boston, Massachusetts 02116, for the purposes set forth in the accompanying
Notice. Information regarding the Board of Trustees can be found in the section
of this Proxy Statement entitled "Election of Trustees." 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,
Computershare Trust Company, N.A., ("Computershare") 250 Royall Street, Canton,
Massachusetts, 02021, or delivered at a Meeting. On August 7, 2007, the
following number of shares were outstanding for each Trust:
# OF COMMON # OF PREFERRED
TRUST SHARES OUTSTANDING SHARES OUTSTANDING
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MFS Charter Income Trust 55,264,540 N/A
MFS Intermediate Income Trust 116,512,419 N/A
MFS Multimarket Income Trust 79,077,454 N/A
MFS Municipal Income Trust 40,237,825 5,600
MFS Special Value Trust 6,877,693 N/A
Shareholders of record at the close of business on August 7, 2007 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 August 17, 2007. 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 Computershare, each Trust's transfer and
shareholder servicing agent, 250 Royall Street, Canton, Massachusetts, 02021,
or by telephoning toll-free (800) 637-2304.
ITEM 1 -- ELECTION OF TRUSTEES
The Board of Trustees, which oversees each Trust, provides broad supervision
over the affairs of each Trust. Those 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 are referred to as "Independent Trustees" throughout
this Proxy Statement. 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.
The Board has fixed the number of Trustees of each Trust at twelve. Under the
provisions of each Trust's Declaration of Trust, the Trustees are divided into
three classes, each having a term of three years. The Nomination and
Compensation Committee has recommended that the Board nominate for election by
shareholders Robert J. Manning, Lawrence T. Cohn, M.D., Lawrence T. Perera, and
Laurie J. Thomsen as Trustees of the class whose term will expire at the 2010
Annual Meeting of Shareholders (or special meeting in lieu thereof) of each
Trust, and the Board of Trustees has nominated such individuals. Each nominee
is presently a Trustee of each Trust and has agreed to serve as a Trustee of
each Trust if elected. The Board of Trustees recommends that you vote in favor
of their election.
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,
Mssrs. Ives and Perera). The Board has designated Ms. Thomsen to replace Mr.
Perera as one of the Trustees elected solely by holders of the Trust's
preferred shares. Holders of this Trust's common share and preferred shares,
voting together as a single class, are entitled to vote for all of the
remaining nominees. Ms. Thomsen is standing for reelection this year. Mr. Ives,
a member of the class of Trustees whose term expires at the 2008 Annual Meeting
of Shareholders (or special meeting in lieu thereof) is not standing for
reelection this year.
It is intended that proxies not limited to the contrary will be voted in favor
of electing Dr. Cohn, Messrs. Manning and Perera, and Ms. Thomsen. 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 twelve for a Trust. Under the terms of each Trust's
retirement policy, the Trustees have a mandatory retirement age of 73 years.
The following table presents certain information regarding the current Trustees
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.
PRINCIPAL OCCUPATIONS
POSITION(s) HELD TERM DURING THE PAST FIVE YEARS &
NAME, DATE OF BIRTH WITH TRUST TRUSTEE SINCE(1) EXPIRING OTHER DIRECTORSHIPS(2)
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INTERESTED TRUSTEES
Robert J. Manning(3); Trustee February 2004 2010 Massachusetts Financial
(born 10/20/63) Services Company, Chief
Executive Officer, President,
Chief Investment Officer and
Director
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Robert C. Pozen(3) Trustee February 2004 2009 Massachusetts Financial
(born 08/08/46) Services Company, Chairman
(since February 2004); MIT
Sloan School (education),
Senior Lecturer (since 2006);
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); Bell Canada Enterprises
(telecommunications), Director;
Medtronic, Inc. (medical
technology), Director; Telesat
(satellite communications),
Director
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INDEPENDENT TRUSTEES
J. Atwood Ives Trustee and Chair February 1992 2008 Private investor; Eastern
(born 05/01/36) of Trustees Enterprises (diversified
services company), Chairman,
Trustee and Chief Executive
Officer (until November 2000)
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Robert E. Butler(4) Trustee January 2006 2009 Consultant - regulatory and
(born 11/29/41) compliance matters (since July
2002); PricewaterhouseCoopers
LLP (professional services
firm), Partner (until 2002)
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Lawrence H. Cohn, M.D. Trustee August 1993 2010 Brigham and Women's Hospital,
(born 03/11/37) Chief of Cardiac Surgery
(until 2005); Harvard Medical
School, Professor of Cardiac
Surgery; Physician Director of
Medical Device Technology for
Partners Health Care
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David H. Gunning Trustee January 2004 2009 Retired; Cleveland-Cliffs Inc.
(born 05/30/42) (mining products and service
provider), Vice Chairman/
Director (until May 2007);
Portman Limited (mining),
Director (since 2005);
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 December 1993 2008 Private investor and real
(born 09/27/41) estate consultant; Capitol
Entertainment Management
Company (video franchise),
Vice Chairman; Atlantic Coast
Tan (tanning salons), Vice
Chairman (since 2002)
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Michael Hegarty Trustee December 2004 2008 Retired; AXA Financial
(born 12/21/44) (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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Lawrence T. Perera Trustee July 1981 2010 Hemenway & Barnes (attorneys),
(born 06/23/35) Partner
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J. Dale Sherratt Trustee August 1993 2009 Insight Resources, Inc.
(born 09/23/38) (acquisition planning
specialists), President;
Wellfleet Investments (investor
in health care companies),
Managing General Partner (since
1993); Cambridge Nutraceuticals
(professional nutritional
products), Chief Executive
Officer (until May 2001)
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Laurie J. Thomsen Trustee March 2005 2010 New Profit, Inc. (venture
(born 08/05/57) philanthropy), Partner (since
2006); Private investor; Prism
Venture Partners (venture
capital), Co-founder and
General Partner (until June
2004); The Travelers Companies
(commercial property liability
insurance), Director
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Robert W. Uek Trustee January 2006 2008 Retired (since 1999);
(born 05/18/41) PricewaterhouseCoopers LLP
(professional services firm),
Partner (until 1999);
Consultant to investment
company industry (since 2000);
TT International Funds (mutual
fund complex), Trustee (2000
until 2005); Hillview
Investment Trust II Funds
(mutual fund complex), Trustee
(2000 until 2005)
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(1) Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment
unless indicated otherwise.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e.,
"public companies").
(3) "Interested person" of the trust within the meaning of the Investment Company Act of 1940 (referred to as the
1940 Act), which is the principal federal law governing investment companies like the fund, as a result of
position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
(4) In 2004 and 2005, Mr. Butler provided consulting services to the independent compliance consultant retained by
MFS pursuant to its settlement with the SEC concerning market timing and related matters. The terms of that
settlement required that compensation and expenses related to the independent compliance consultant be borne
exclusively by MFS and, therefore, MFS paid Mr. Butler for the services he rendered to the independent
compliance consultant. In 2004 and 2005, MFS paid Mr. Butler a total of $351,119.29.
Each current Trustee listed above served as a board member of 97 funds within
the MFS Family of Funds (the MFS Funds) as of December 31, 2006. The address of
each 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 17.
REQUIRED VOTE. For MFS Charter 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 Dr. Cohn, Messrs.
Manning and Perera will require the afirmative 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
Ms. Thomsen will require the affirmative vote of a majority 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 EACH
TRUST 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(3)
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AUDIT COMMITTEE 9 Oversees the accounting and Butler*(4), Gutow*,
auditing procedures of the Trust Sherratt*, Thomsen*(4)
and, among other things, considers and Uek*(4)
the selection of the independent
accountants 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 Trusts, MFS
and/or certain affiliates. The
Committee is also responsible 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 8 Oversees the development and Butler*, Cohn*,
COMMITTEE implementation of the Trust's Gunning*, Gutow* and
regulatory and fiduciary compliance Sherratt*
policies, procedures and practices
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 5 Requests, reviews and considers the All non-interested
COMMITTEE information deemed reasonably necessary Trustees of the Board
to evaluate the terms of the investment (Butler, Cohn, Gunning,
advisory and principal underwriting Gutow, Hegarty, Ives,
agreements and the Plan of Distribution Perera, Sherratt,
under Rule 12b-1 that the Trust Thomsen and Uek)
proposes to renew or continue, and to
make its recommendations to the full
Board of Trustees on these matters.
NOMINATION AND 2(2) Recommends qualified candidates to All non-interested
COMPENSATION COMMITTEE the Board in the event that a Trustees of the Board
position is vacated or created. The (Butler, Cohn, Gunning,
Committee will consider recommendations Gutow, Hegarty, Ives,
by shareholders when a vacancy exists. Perera, Sherratt,
Shareholders wishing to recommend Thomsen and Uek)
candidates for Trustee for
consideration by the Committee may do
so by 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
non-interested Trustees.
PORTFOLIO TRADING AND 8 Oversees the policies, procedures, Cohn*, Gunning*,
MARKETING REVIEW and practices of the Trust with Hegarty* and Perera*
COMMITTEE respect to brokerage transactions
involving portfolio securities as 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 8 Oversees the determination of the Hegarty*, Perera*,
value of the portfolio securities Thomsen* and Uek*
and other assets held by the Trust
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 Trust
which holds itself out as a "money
market fund" in accordance with
Rule 2a-7 under the 1940 Act.
SERVICES CONTRACTS 8 Reviews and evaluates the Gunning*, Sherratt*,
COMMITTEE contractual arrangements of the Thomsen* and Uek*
Trust relating to transfer agency,
administrative services, custody,
pricing and bookkeeping services and
lending of portfolio securities, and
makes recommendations to the full Board
of Trustees on these matters.
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(1) The number of committee meetings for fiscal years ending October 31, 2006 and November 30, 2006
is the same for all committees excluding the Nomination and Compensation Committee.
(2) The Nomination and Compensation Committee met two times during the fiscal year ending October
31, 2006 and one time during the fiscal year ending November 30, 2006.
(3) Information about each committee member is set forth above on pages 2, 3, 4 and 5. Although Mr.
Ives is not a member of all Committees of the Board, he is invited to and attends many of the
Committees' meetings in his capacity as Chair of the Trustees.
(4) Audit Committee Financial Expert
* 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 held 10 Board meetings during the
fiscal year ended November 30, 2006. MFS Intermediate Income Trust, MFS
Multimarket Income Trust, MFS Municipal Income Trust and MFS Special Value
Trust each held 10 Board meetings during the fiscal year ended October 31,
2006. 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 under the heading "Independent Registered
Public Accounting Firm". Each Trust's Board has adopted a written charter for
the Audit Committee. A copy of the Committee's charter is available on MFS.com.
NOMINATION AND COMPENSATION COMMITTEE
The Trustees have adopted a written charter for the Nomination and Compensation
Committee. A copy of the Committee's charter is available on MFS.com.
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 August 7, 2007, 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 or Trustee (a) of each Trust and (b) on an aggregate
basis, in all MFS funds overseen by the nominee or Trustee, as of August 7,
2007.
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 TRUSTEES
Robert J. Manning MFS Charter Income Trust N D
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 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 TRUSTEES
Robert E. Butler MFS Charter Income Trust B D
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 H. Cohn, M.D. MFS Charter Income Trust N D
MFS Intermediate Income Trust C
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 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
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 A D
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
J. Atwood Ives MFS Charter Income Trust A D
MFS Intermediate Income Trust A
MFS Multimarket Income Trust A
MFS Municipal Income Trust (Common Shares) D
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Lawrence T. Perera MFS Charter Income Trust A D
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 D D
MFS Intermediate Income Trust C
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 B D
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 N
Robert W. Uek MFS Charter Income Trust B D
MFS Intermediate Income Trust B
MFS Multimarket Income Trust B
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust B
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 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 2006
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 Ms. Amy B. Lane, who retired as Trustee of
each Trust on February 22, 2006.
RETIREMENT TOTAL CASH
BENEFITS COMPENSATION
ACCRUED AS FROM TRUST
TRUSTEE FEES PART OF AND FUND
NAME OF TRUSTEE(1) INDIVIDUAL TRUST NAME FROM TRUST(2) FUND EXPENSE COMPLEX(3)
---------------------------------------------------------------------------------------------------------
Robert E. Butler(4) MFS Charter Income Trust $ 6,257 N/A $210,289
MFS Intermediate Income Trust $ 9,404 N/A
MFS Multimarket Income Trust $ 5,490 N/A
MFS Municipal Income Trust $ 3,138 N/A
MFS Special Value Trust $ 783 N/A
Lawrence H. Cohn, M.D. MFS Charter Income Trust $ 7,023 $2,289 $208,289
MFS Intermediate Income Trust $12,036 $1,633
MFS Multimarket Income Trust $ 7,023 $ 0
MFS Municipal Income Trust $ 4,013 $ 0
MFS Special Value Trust $ 1,003 $ 676
David H. Gunning MFS Charter Income Trust $ 6,812 N/A $219,642
MFS Intermediate Income Trust $11,672 N/A
MFS Multimarket Income Trust $ 6,822 N/A
MFS Municipal Income Trust $ 3,899 N/A
MFS Special Value Trust $ 972 N/A
William R. Gutow MFS Charter Income Trust $ 7,023 N/A $208,289
MFS Intermediate Income Trust $12,057 N/A
MFS Multimarket Income Trust $ 7,037 N/A
MFS Municipal Income Trust $ 4,022 N/A
MFS Special Value Trust $ 1,005 N/A
Michael J. Hegarty MFS Charter Income Trust $ 7,029 N/A $209,289
MFS Intermediate Income Trust $11,778 N/A
MFS Multimarket Income Trust $ 6,873 N/A
MFS Municipal Income Trust $ 3,928 N/A
MFS Special Value Trust $ 981 N/A
J. Atwood Ives MFS Charter Income Trust $ 7,476 $ 0 $285,289
MFS Intermediate Income Trust $12,749 $ 0
MFS Multimarket Income Trust $ 7,484 $1,898
MFS Municipal Income Trust $ 4,279 $ 0
MFS Special Value Trust $ 1,059 $ 0
Amy B. Lane(5) MFS Charter Income Trust $ 2,362 N/A $ 50,423
MFS Intermediate Income Trust $ 5,396 N/A
MFS Multimarket Income Trust $ 3,152 N/A
MFS Municipal Income Trust $ 1,801 N/A
MFS Special Value Trust $ 449 N/A
Lawrence T. Perera MFS Charter Income Trust $ 7,112 $ 0 $228,289
MFS Intermediate Income Trust $12,173 $ 0
MFS Multimarket Income Trust $ 7,112 $2,075
MFS Municipal Income Trust $ 4,065 $ 0
MFS Special Value Trust $ 1,014 $ 0
J. Dale Sherratt MFS Charter Income Trust $ 7,225 $2,066 $250,289
MFS Intermediate Income Trust $12,346 $1,465
MFS Multimarket Income Trust $ 7,224 $ 0
MFS Municipal Income Trust $ 4,130 $ 0
MFS Special Value Trust $ 1,027 $ 613
Laurie J. Thomsen MFS Charter Income Trust $ 7,029 N/A $209,289
MFS Intermediate Income Trust $12,045 N/A
MFS Multimarket Income Trust $ 7,029 N/A
MFS Municipal Income Trust $ 4,017 N/A
MFS Special Value Trust $ 1,003 N/A
Robert E. Uek(4) MFS Charter Income Trust $ 6,328 N/A $227,789
MFS Intermediate Income Trust $ 9,484 N/A
MFS Multimarket Income Trust $ 5,543 N/A
MFS Municipal Income Trust $ 3,168 N/A
MFS Special Value Trust $ 790 N/A
------------
(1) Each Trustee who is an "interested person" of MFS within the meaning of the 1940 Act (Pozen and
Manning) serves without any compensation from the Trust.
(2) Information provided for the MFS Charter Income Trust is for the fiscal year ended November 30,
2006. 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,
2006.
(3) For calendar year 2006. Trustees receiving compensation from each Trust served as Trustee of 97
funds within the MFS Fund Complex (having aggregate net assets at December 31, 2006 of
approximately $102 billion).
(4) Messrs. Butler and Uek became Trustees of each Trust on January 1, 2006.
(5) Ms. Lane retired as a Trustee of the Trusts on February 22, 2006.
Retirement Benefit Deferral Plan -- Under a Retirement Benefit Deferral Plan,
certain Trustees have deferred benefits from a prior retirement plan. The value
of the benefits is periodically readjusted as though the Trustee had invested
an equivalent amount in Class A shares of other Fund(s) designated by such
Trustee. The value of the deferred benefits will be paid to the Trustees upon
retirement or thereafter. The plan does not obligate a Fund to retain the
services of any Trustee or pay any particular level of compensation to any
Trustee. The plan is not funded and a Fund's obligation to pay the Trustee's
deferred compensation is a general unsecured obligation.
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 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 Intermediate Income Trust Deloitte & Touche ("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 the review of other information and these and
other 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 2006 fiscal year for filing with the
Securities and Exchange Commission.
Respectfully submitted for MFS Intermediate Income Trust, MFS Multimarket
Income Trust, MFS Municipal Income Trust and MFS Special Value Trust, by
the Audit Committee as of December 14, 2006.
Robert E. Butler
J. Dale Sheratt
Laurie J. Thomsen
Robert W. Uek
Respectfully submitted for MFS Charter Income Trust by the Audit Committee
as of January 23, 2007.
Robert E. Butler
William R. Gutow
J. Dale Sherratt
Laurie J. Thomsen
Robert W. Uek
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 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 TRUST SINCE(1) & DIRECTORSHIPS(2)
----------------------------------------------------------------------------------------------------------------
OFFICERS
Maria F. Dwyer(3) President November 2005 Massachusetts Financial Services
(born 12/1/58) Company, Executive Vice President and
Chief Regulatory Officer (since March
2004), Chief Compliance Officer (since
November 2006); Fidelity Management &
Research Company, Vice President
(prior to March 2004); Fidelity Group
of Funds, President and Treasurer
(prior to March 2004)
Tracy Atkinson(3) Treasurer September 2005 Massachusetts Financial Services
(born 12/30/64) Company, Senior Vice President (since
September 2004);
PricewaterhouseCoopers LLP, Partner
(prior to September 2004)
Christopher R. Bohane(3) Assistant Secretary July 2005 Massachusetts Financial Services
(born 01/18/74) and Assistant Clerk Company, Vice President and Senior
Counsel (since April 2003);
Kirkpatrick & Lockhart LLP (law firm),
Associate (prior to April 2003);
Ethan D. Corey(3) Assistant Secretary July 2005 Massachusetts Financial Services
(born 11/21/63) and Assistant Clerk Company, Special Counsel (since
December 2004); Dechert LLP (law
firm), Counsel (prior to December
2004)
David L. DiLorenzo(3) Assistant Treasurer July 2005 Massachusetts Financial Services
(born 08/10/68) Company, Vice President (since June
2005); JP Morgan Investor Services,
Vice President (prior to June 2005)
Mark D. Fischer(3) Assistant Treasurer July 2005 Massachusetts Financial Services
(born 10/27/70) Company, Vice President (since May
2005); JP Morgan Investment Management
Company, Vice President (prior to May
2005)
Brian E. Langenfeld(3) Assistant Secretary May 2006 Massachusetts Financial Services
(born 03/7/73) and Assistant Clerk Company, Vice President (since May
2006); John Hancock Advisers, LLC,
Assistant, Vice President and Counsel
(May 2005 to April 2006); John Hancock
Advisers, LLC, Attorney and Assistant
Secretary (prior to May 2005)
Ellen Moynihan(3) Assistant Treasurer April 1997 Massachusetts Financial Services
(born 11/13/57) Company, Senior Vice President
Susan S. Newton(3) Assistant Secretary May 2005 Massachusetts Financial Services
(born 03/7/50) and Assistant Clerk Company, Senior Vice President and
Associate General Counsel (since April
2005); John Hancock Advisers, LLC,
Senior Vice President, Secretary and
Chief Legal Officer (prior to April
2005); John Hancock Group of Funds,
Senior Vice President, Secretary and
Chief Legal Officer (prior to April
2005)
Susan A. Pereira(3) Assistant Secretary July 2005 Massachusetts Financial Services
(born 11/5/70) and Assistant Clerk Company, Vice President and Senior
Counsel (since June 2004); Bingham
McCutchen LLP (law firm), Associate
(prior to June 2004)
Mark N. Polebaum(3) Secretary and Clerk January 2006 Massachusetts Financial Services
(born 05/01/52) Company, Executive Vice President,
General Counsel and Secretary (since
January 2006); Wilmer Cutler Pickering
Hale and Dorr LLP (law firm), Partner
(prior to January 2006)
Frank L. Tarantino Independent Chief June 2004 Tarantino LLC (provider of compliance
(born 03/07/44) Compliance Officer services), Principal (since June
2004); 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
(prior 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 officer of an MFS fund.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission
(i.e., "public companies").
(3) "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 Trust's officers hold comparable positions with the 97 funds in the MFS
Family of Funds as of December 31, 2006, and with certain affiliates of MFS.
The address of each officer is MFS, 500 Boylston Street, Boston, Massachusetts
02116.
INTERESTS OF CERTAIN PERSONS
Schedule B attached hereto sets forth, as of August 7, 2007, 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 with respect to its most recent fiscal year for
Trustees, directors and certain officers of each Trust and MFS and greater than
ten percent beneficial owners, each Trust believes all Section 16(a)
transactions were reported on a timely basis, except for the following filings:
Joseph C. Flaherty, Jr. (Former Portfolio Manager) made a Form 3 filing for
each of MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS
Municipal Income Trust and MFS Special Value Trust on December 14, 2005; Erik
S. Weisman (Portfolio Manager) made a Form 3 and a Form 3A (Amendment to
Initial Statement of Beneficial Ownership) filing for MFS Intermediate Income
Trust on February 28, 2006 and March 6, 2006, respectively; Kenneth J. Enright
(Portfolio Manager) made a Form 3 and a Form 3A filing for MFS Special Value
Trust on February 28, 2006 and March 6, 2006, respectively; John Addeo
(Portfolio Manager) made a Form 3 and a Form 3A filing for each of MFS
Multimarket Income Trust and MFS Charter Income Trust on March 3, 2006 and
March 6, 2006, respectively; Scott B. Richards (Portfolio Manager) made a Form
3 filing for each of MFS Charter Income Trust and MFS Multimarket Income Trust
on March 3, 2006; Matthew W. Ryan (Portfolio Manager) made a Form 3 and a Form
3A filing for each of MFS Charter Income Trust and MFS Multimarket Income Trust
on March 3, 2006 and March 6, 2006, respectively; James J. Calmas (Portfolio
Manager) made a Form 3 filing for MFS Multimarket Income Trust on March 6,
2006; Elaine R. Smith (Former Trustee) made a Form 4 (Statement of Changes of
Beneficial Ownership) filing for each of MFS Charter Income Trust, MFS
Intermediate Income Trust, MFS Multimarket Income Trust, MFS Municipal Income
Trust and MFS Special Value Trust on December 14, 2005; and Robert E. Butler
made a Form 4 filing for each of MFS Municipal Income Trust, MFS Charter Income
Trust, and MFS Intermediate Income Trust on June 29, 2006. To the extent that
any Form 3, 3A and 4 filings were not made on a timely basis, certain Form 5
(Annual Statement of Changes of Beneficial Ownership) filings were not filed on
a timely basis as well.
LITIGATION
Since December 2003, MFS, MFS Fund Distributors, Inc., MFS Service Center,
Inc., MFS Corporation Retirement Committee, Sun Life Financial Inc., various
MFS funds, certain current and/or former Trustees of these MFS funds, and
certain officers of MFS have been named as defendants in multiple lawsuits
filed in federal and state courts. The 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, and inadequately disclosed MFS'
internal policies concerning market timing and such matters, (ii) received
excessive compensation as fiduciaries with respect to the MFS funds, or (iii)
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 matter. The lawsuits 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 (ERISA), as well as fiduciary duties and other violations of common law.
The lawsuits variously have been commenced as class actions or individual
actions on behalf of investors who purchased, held or redeemed shares of the
MFS funds during specified periods, as ERISA actions by participants in certain
retirement plan accounts on behalf of those accounts, or as derivative actions
on behalf of the MFS funds.
The lawsuits relating to market timing and related matters have been
transferred to, and consolidated before, the United States District Court for
the District of Maryland, as part of a 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 (transfer began March 19, 2004)). The
market timing cases related to the MFS funds include Riggs v. MFS et al., Case
No. 04-CV-01162-JFM (direct), Hammerslough v. MFS et al., Case No. 04-MD-01620
(derivative), Anita Walker v. MFS et al., Case No. 1:04-CV-01758 (ERISA), and
Reaves v. MFS Series Trust I, et al., Case No. 1:05-CV-02220-JFM (Class B
Shares). The plaintiffs in these consolidated lawsuits 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 declaratory relief. Two lawsuits alleging improper
brokerage allocation practices and excessive compensation are pending in the
United States District Court for the District of Massachusetts (Forsythe v. Sun
Life Financial Inc., et al., No. 04cv10584 (GAO) (a consolidated action), first
filed on March 25, 2004 and Marcus Dumond, et al. v. Massachusetts Financial
Servs. Co., et al., No. 04cv11458 (GAO)). 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. 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. Several
claims of the various lawsuits have been dismissed; MFS and other named
defendants continue to defend the various lawsuits.
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 Robert J. Manning, Lawrence T. Cohn, M.D., Lawrence T. Perera and Laurie J.
Thomsen as Trustees of each 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 Ms. Thomsen
as a Trustee of MFS Municipal Income Trust, a quorum requires a majority of
that Trust's outstanding preferred shares entitled to be cast at the meeting
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 August 7, 2007, 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 reasonable
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 2008 Annual
Meeting of Shareholders must be received by the Trust on or prior to March 30,
2008. 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 2008 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 13, 2008 at the Trust's
principal office at 500 Boylston Street, Boston, Massachusetts 02116. The
persons named as proxies for the 2007 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
Computershare at 1-800-637-2304. If your shares are held in broker street name
please contact your financial intermediary 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
Computershare, in writing, at 250 Royall Street, Canton, Massachusetts, 02021,
or by telephone at 1-800-637-2304, or contact your financial intermediary.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
August 17, 2007 MFS(R) CHARTER INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE 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
ACCOUNTING ----------------------------- --------------------------
TRUST FIRM 2006 2005 2006 2005
-------------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $41,610 $41,610 $15,000 $20,000
MFS Intermediate Income Trust Deloitte $43,863 $44,663 $20,000 $20,900
MFS Multimarket Income Trust Ernst & Young $41,610 $41,610 $15,000 $20,000
MFS Municipal Income Trust Deloitte $42,117 $40,017 $38,000 $38,900
MFS Special Value Trust Ernst & Young $37,375 $37,375 $15,000 $20,000
INDEPENDENT
REGISTERED
PUBLIC TAX FEES ALL OTHER FEES
ACCOUNTING ----------------------------- --------------------------
TRUST FIRM 2006 2005 2006 2005
-------------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $8,520 $10,620 $144 $1,318
MFS Intermediate Income Trust Deloitte $8,200 $9,900 $0 $0
MFS Multimarket Income Trust Ernst & Young $9,382 $10,620 $144 $1,635
MFS Municipal Income Trust Deloitte $7,050 $10,850 $0 $0
MFS Special Value Trust Ernst & Young $8,807 $9,795 $144 $1,233
For each Trust'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 2006 2005 2006 2005 2006 2005
----------------------------------------------------------------------------------------------------------------------------------
Service Affiliates of MFS Ernst & Young $0 $0 $0 $15,500 $0 $670,399
Charter Income Trust
Service Affiliates of MFS Deloitte $1,047,925 $959,191 $0 $62,000 $276,806 $830,675
Intermediate Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $15,500 $0 $0 $685,399
Multimarket Income Trust
Service Affiliates of MFS Deloitte $1,047,925 $959,191 $0 $62,000 $276,806 $830,675
Municipal Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $15,500 $0 $0 $685,399
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).
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 2006 2005
------------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust and its Service Affiliates Ernst & Young $126,727 $749,837
MFS Intermediate Income Trust and its Service Affiliates Deloitte $1,481,116 $1,930,562
MFS Multimarket Income Trust and its Service Affiliates Ernst & Young $114,395 $749,654
MFS Municipal Income Trust and its Service Affiliates Deloitte $1,497,966 $1,949,512
MFS Special Value Trust and its Service Affiliates Ernst & Young $113,820 $748,427
SCHEDULE B
INTERESTS OF CERTAIN PERSONS
As of August 7, 2007, 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 are as follows:
NUMBER OF PERCENT OF
OUTSTANDING OUTSTANDING
SHARES SHARES OF
NAME AND ADDRESS CLASS OF BENEFICIALLY NOTED CLASS
TRUST OF SHAREHOLDER SHARES OWNED OWNED
------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Cede & Co. Common 51,635,910 79.74%
P.O. Box 20
Bowling Green Station
New York, NY 10274
MFS Multimarket Income Trust Cede & Co. Common 70,827,198 78.67%
P.O. Box 20
Bowling Green Station
New York, NY 10274
MFS Intermediate Income Trust Cede & Co. Common 109,969,632 81.42%
P.O. Box 20
Bowling Green Station
New York, NY 10274
MFS Special Value Trust Cede & Co. Common 6,186,104 86.71%
P.O. Box 20
Bowling Green Station
New York, NY 10274
MFS Municipal Income Trust Cede & Co. Common 34,279,675 85.08%
P.O. Box 20
Bowling Green Station
New York, NY 10274
Oppenheimer/Fahnestock Preferred 2,584 46.14%
125 Broad Street
New York, NY 10004
Citigroup Global Markets Preferred 1,862 33.25%
390 Greenwich Street
5th Floor
New York, NY 10013
UBS Securities, LLC. Preferred 754 13.46%
1285 Avenue of the Americas
New York, NY 10019
M F S(R)
INVESTMENT MANAGEMENT CE-PRX-8/07
MFS INVESTMENT MANAGEMENT
C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
MR A SAMPLE ELECTRONIC VOTING INSTRUCTIONS
DESIGNATION (IF ANY)
ADD 1 YOU CAN VOTE BY TELEPHONE!
ADD 2 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 3
ADD 4 Instead of mailing your proxy, you may choose
ADD 5 the voting method outlined below to vote your proxy.
ADD 6
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY TELEPHONE MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON OCTOBER 4, 2007.
[graphic omitted] VOTE BY TELEPHONE
o Call toll free 1-800-652-VOTE (8683) within the
United States, Canada & Puerto Rico any time on
a touch tone telephone. There is NO CHARGE to
you for the call.
o Follow the instructions provided by the recorded message.
Using a BLACK INK pen, mark your votes with an X as shown in [X]
this example. Please do not write outside the designated areas.
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD (123456) C0123456789 [ 12345 ]
-----------------------------------------------------------------------------------------------------------------------------------
> IF YOU HAVE NOT VOTED VIA TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. >
-----------------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
1. Election of Directors: 01 - Robert J. Manning 02 - Lawrence T. Cohn, M.D. 03 - Lawrence T. Perera +
04 - Laurie J. Thomsen
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
2. To transact such other business as may properly come before the Meeting and any adjournments thereof.
B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title. If a corporation, please sign in full corporate name
and indicate the signer's office. If a partnership, sign in the partnership name.
(mm/dd/yyyy) -- Please Signature 1 -- Please keep Signature 2 -- Please keep
print date below. signature within the box. signature within the box.
[ ] [ ] [ ]
CHANGE OF ADDRESS -- Please print new address below.
[ ]
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
C1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND +
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1UPX 0144851 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
> IF YOU HAVE NOT VOTED VIA TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. >
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
PROXY -- MFS INVESTMENT MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------------
MFS(R) CHARTER INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
NOTICE OF THE 2007 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 4, 2007
The signer of this proxy card hereby appoints Tracy A. Atkinson, Christopher R. Bohane, Mark D. Fischer, Brian E. Langenfeld,
Susan S. Newton, and Susan A. Pereira and each of them seperately, 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 Trusts, on Thursday, October 4, 2007 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.
Each Trust will hold a separate meeting. Shareholders of the Trust will vote separately on each item.
Only a Trust's shareholders of record on August 7, 2007 will be entitled to vote at that Trust's Meeting of Shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING 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.
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.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
MFS INVESTMENT MANAGEMENT
C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
MR A SAMPLE ELECTRONIC VOTING INSTRUCTIONS
DESIGNATION (IF ANY)
ADD 1 YOU CAN VOTE BY TELEPHONE!
ADD 2 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 3
ADD 4 Instead of mailing your proxy, you may choose
ADD 5 the voting method outlined below to vote your proxy.
ADD 6
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY TELEPHONE MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON OCTOBER 4, 2007.
[graphic omitted] VOTE BY TELEPHONE
o Call toll free 1-800-652-VOTE (8683) within the
United States, Canada & Puerto Rico any time on
a touch tone telephone. There is NO CHARGE to
you for the call.
o Follow the instructions provided by the recorded message.
Using a BLACK INK pen, mark your votes with an X as shown in [X]
this example. Please do not write outside the designated areas.
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD (123456) C0123456789 [ 12345 ]
-----------------------------------------------------------------------------------------------------------------------------------
> IF YOU HAVE NOT VOTED VIA TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. >
-----------------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
1. Election of Directors: 01 - Robert J. Manning 02 - Lawrence T. Cohn, M.D. 03 - Lawrence T. Perera +
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
2. To transact such other business as may properly come before the Meeting and any adjournments thereof.
B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title. If a corporation, please sign in full corporate name
and indicate the signer's office. If a partnership, sign in the partnership name.
(mm/dd/yyyy) -- Please Signature 1 -- Please keep Signature 2 -- Please keep
print date below. signature within the box. signature within the box.
[ ] [ ] [ ]
CHANGE OF ADDRESS -- Please print new address below.
[ ]
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
C1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND +
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1UPX 0144852 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
> IF YOU HAVE NOT VOTED VIA TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. >
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
PROXY -- MFS INVESTMENT MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------------
MFS(R) MUNICIPAL INCOME TRUST - COMMON SHARES
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
NOTICE OF THE 2007 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 4, 2007
The signer of this proxy card hereby appoints Tracy A. Atkinson, Christopher R. Bohane, Mark D. Fischer, Brian E. Langenfeld,
Susan S. Newton, and Susan A. Pereira and each of them seperately, 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 Thursday, October 4, 2007 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.
Shareholders of the Trust will vote separately on each item.
Only a Trust's shareholders of record on August 7, 2007 will be entitled to vote at the Trust's Meeting of Shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING 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.
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.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
MFS INVESTMENT MANAGEMENT
C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
MR A SAMPLE ELECTRONIC VOTING INSTRUCTIONS
DESIGNATION (IF ANY)
ADD 1 YOU CAN VOTE BY TELEPHONE!
ADD 2 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 3
ADD 4 Instead of mailing your proxy, you may choose
ADD 5 the voting method outlined below to vote your proxy.
ADD 6
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY TELEPHONE MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON OCTOBER 4, 2007.
[graphic omitted] VOTE BY TELEPHONE
o Call toll free 1-800-652-VOTE (8683) within the
United States, Canada & Puerto Rico any time on
a touch tone telephone. There is NO CHARGE to
you for the call.
o Follow the instructions provided by the recorded message.
Using a BLACK INK pen, mark your votes with an X as shown in [X]
this example. Please do not write outside the designated areas.
-----------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD (123456) C0123456789 [ 12345 ]
-----------------------------------------------------------------------------------------------------------------------------------
> IF YOU HAVE NOT VOTED VIA TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. >
-----------------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
1. Election of Directors: 01 - Robert J. Manning 02 - Lawrence T. Cohn, M.D. 03 - Lawrence T. Perera +
04 - Laurie J. Thomsen
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
2. To transact such other business as may properly come before the Meeting and any adjournments thereof.
B AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title. If a corporation, please sign in full corporate name
and indicate the signer's office. If a partnership, sign in the partnership name. Date
(mm/dd/yyyy) -- Please Signature 1 -- Please keep Signature 2 -- Please keep
print date below. signature within the box. signature within the box.
[ ] [ ] [ ]
CHANGE OF ADDRESS -- Please print new address below.
[ ]
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
C1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND +
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1UPX 0144853 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
> IF YOU HAVE NOT VOTED VIA TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. >
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
PROXY -- MFS INVESTMENT MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------------------
MFS(R) MUNICIPAL INCOME TRUST - PREFERRED SHARES
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
NOTICE OF THE 2007 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 4, 2007
The signer of this proxy card hereby appoints Tracy A. Atkinson, Christopher R. Bohane, Mark D. Fischer, Brian E. Langenfeld,
Susan S. Newton, and Susan A. Pereira and each of them seperately, 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 Thursday, October 4, 2007 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.
Shareholders of the Trust will vote separately on each item.
Only a Trust's shareholders of record on August 7, 2007 will be entitled to vote at the Trust's Meeting of Shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING 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.
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.
PLEASE SIGN AND DATE ON THE REVERSE SIDE