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(R) CHARTER INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
MFS(R) GOVERNMENT MARKETS INCOME 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):
4) Proposed maximum aggregate value of transaction:
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) MUNICIPAL INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 2008 Annual Meeting of Shareholders
To be held on October 9, 2008
The 2008 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 9, 2008,
for the following purposes:
ITEM 1. To elect Trustees to the Board of Trustees of each Trust as outlined
below:
a. for each of MFS Charter Income Trust, MFS Multimarket Income Trust,
MFS Special Value Trust and MFS Government Markets Trust:
i) four Trustees, J. Atwood Ives, William R. Gutow, Michael Hegarty
and Robert W. Uek, to be elected by shareholders of each Trust;
b. for MFS Municipal Income Trust:
i) three Trustees, William R. Gutow, Michael Hegarty and Robert W.
Uek, to be elected by the holders of common shares and preferred
shares of the Trust, voting together as a single class; and
ii) two Trustees, J. Atwood Ives and Laurie J. Thomsen, to be elected
by the holders of preferred shares only, voting as a separate
class; and
ITEM 2. To transact such other business as may properly come before the
Meeting and any adjournment(s) or postponement(s) thereof.
It is anticipated that each Trust will hold its meeting simultaneously with
each other Trust. 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 4, 2008 will be entitled to
vote at that Trust's Meeting of Shareholders or any adjournment(s) or
postponement(s) thereof.
By order of the Board of Trustees
SUSAN S. NEWTON
Assistant Secretary and Assistant Clerk
August 21, 2008
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING
OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 9:29
A.M., EASTERN TIME, ON THE DATE OF THE MEETING, 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) MUNICIPAL INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
MFS(R) GOVERNMENT MARKETS INCOME 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 Municipal Income Trust, MFS Multimarket Income Trust, MFS Special Value
Trust and MFS Government Markets Income 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 9, 2008 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 4, 2008, 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 Municipal Income Trust 40,359,223 5,600
MFS Multimarket Income Trust 79,077,454 N/A
MFS Special Value Trust 6,888,440 N/A
Government Markets Income Trust 32,082,847 N/A
Shareholders of record at the close of business on August 4, 2008 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 21, 2008. 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, and vote solicitation are borne by each
Trust.
The Trusts have engaged Computershare to provide shareholder meeting services
including distribution of this Proxy Statement and related materials to
shareholders as well as vote solicitation and tracking. It is anticipated that
the cost of these services will be $52,117 and may increase substantially in
the event that any vote is contested or increased solicitation efforts are
required.
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.
SUMMARY OF ITEMS
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ITEM NO. ITEM DESCRIPTION TRUST
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1.a. Election of J. Atwood Ives, MFS Charter Income Trust
William R. Gutow, Michael Hegarty, MFS Multimarket Income Trust
and Robert W. Uek as Trustees MFS Special Value Trust
of the Trust MFS Government Markets Income
Trust
1.b.(i) Election of William R. Gutow, Common and Preferred Shareholders
Michael Hegarty, and Robert W. Uek of MFS Municipal Income Trust
as Trustees of the Trust
1.b.(ii) Election of J. Atwood Ives and Preferred Shareholders of MFS
Laurie J. Thomsen as Trustees of Municipal Income Trust
the Trust
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.
For each of MFS Charter Income Trust, MFS Multimarket Income Trust, MFS Special
Value Trust and MFS Government Markets Income Trust, the Nominating and
Compensation Committee has selected and nominated, and recommended that the
Board nominate, for election by shareholders J. Atwood Ives, William R. Gutow,
Michael Hegarty and Robert W. Uek as Trustees of the class whose term will
expire at the 2011 Annual Meeting of Shareholders (or special meeting in lieu
thereof) of such Trust, to hold office until his successor is elected and
qualified. The Board of Trustees has nominated such individuals. Each nominee
is presently a Trustee of each aforementioned Trust and has agreed to serve as
a Trustee of each such Trust if elected. The Board of Trustees recommends that
you vote in favor of their election.
For MFS Municipal Income Trust, the Nomination and Compensation Committee has
selected and nominated, and recommended that the Board nominate, for election
by holders of common shares and preferred shares, voting together as a single
class, William R. Gutow, Michael Hegarty and Robert W. Uek as Trustees of the
class whose term will expire at the 2011 Annual Meeting of Shareholders (or
special meeting in lieu thereof) to hold office until his successor is elected
and qualified. The Nomination and Compensation Committee has also selected and
nominated, and recommended that the Board nominate, for election by holders of
preferred shares only, voting as a separate class, J. Atwood Ives and Laurie J.
Thomsen, for a term that will expire at the next annual meeting of shareholders
(or special meeting in lieu thereof) to hold office until his or her successor
is elected and qualified. The Board of Trustees has nominated such individuals.
Each nominee is presently a Trustee of MFS Municipal Income Trust and has
agreed to serve as a Trustee of such Trust if elected. The Board of Trustees
recommends that you vote in favor of their election.
It is intended that, absent contrary instructions, proxies will be voted in
favor of electing Messrs. Ives, Gutow, Hegarty, and Uek 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 2009(4) and Private investor; Eastern
(born 05/01/36) of Trustees 2011(5) Enterprises (diversified
services company), Chairman,
Trustee and Chief Executive
Officer (until November 2000)
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Robert E. Butler(6) 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; Medical Device
Technology for Partners Health
Care, Physician Director
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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 2011 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 2011 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 2009(4) and New Profit, Inc. (venture
(born 08/05/57) 2010(5) 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 2011 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. For the period from December 15, 2004 until February 22, 2005, Messrs.
Pozen and Manning served as Advisory Trustees.
(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 Trusts, as a result of
position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
(4) For MFS Municipal Income Trust.
(5) For MFS Charter Income Trust, MFS Multimarket Income Trust, MFS Special Value Trust and MFS Government Markets
Trust.
(6) 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 98 funds within
the MFS Family of Funds (the MFS Funds) as of December 31, 2007. 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 18.
REQUIRED VOTE. For MFS Charter Income Trust, MFS Multimarket Income Trust, MFS
Special Value Trust, and MFS Government Markets Income Trust, the election of
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, the election of Messrs. Gutow, Hegarty, and Uek 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 and the election of Mr. Ives and Ms. Thomsen will require
the affirmative vote of a majority of the Trust's outstanding preferred shares,
voting as a separate class, at the Meeting in person or by proxy.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS 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(2)
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AUDIT COMMITTEE 8 Oversees the accounting and Butler*(3), Gutow*,
auditing procedures of each Trust Sherratt*, Thomsen*(3)
and, among other things, considers and Uek*(3)
the selection of the independent
accountants for each 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 each 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 each 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 each
Trust's investment adviser,
administrator, principal
underwriter or any other provider
of accounting-related services to
each Trust.
COMPLIANCE AND GOVERNANCE 8 Oversees the development and Butler*, Cohn*,
COMMITTEE implementation of each 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 each Trust's investment
adviser and certain other service
providers as they relate to Trust
activities. Each Trust's Independent
Chief Compliance Officer, 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 Independent Trustees
COMMITTEE information deemed reasonably necessary of the Board (Butler,
to evaluate the terms of the investment Cohn, Gunning, Gutow,
advisory and principal underwriting Hegarty, Ives, Perera,
agreements and the Plan of Distribution Sherratt, Thomsen and
under Rule 12b-1 that each Trust Uek)
proposes to renew or continue, and to
make its recommendations to the full
Board of Trustees on these matters.
NOMINATION AND 1 Recommends qualified candidates to All Independent Trustees
COMPENSATION COMMITTEE the Board in the event that a of the Board (Butler,
position is vacated or created. The Cohn, Gunning, Gutow,
Committee will consider recommendations Hegarty, Ives, Perera,
by shareholders when a vacancy exists. Sherratt, Thomsen and
Shareholders wishing to recommend Uek)
candidates for Trustee for
consideration by the Committee may do
so by writing to each Trust's Secretary
at the principal executive office of
each 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 each 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 each 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 lending
of portfolio securities and the
administration of each 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 each Trust.
PRICING COMMITTEE 8 Oversees the determination of the Hegarty*, Perera*,
value of the portfolio securities Thomsen* and Uek*
and other assets held by each 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
each 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 each
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 9 Reviews and evaluates the Gunning*, Sherratt*,
COMMITTEE contractual arrangements of each Thomsen* and Uek*
Trust relating to transfer agency,
administrative services, custody,
pricing and bookkeeping services, 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, 2007 and November 30, 2007 is the same
for all committees.
(2) 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.
(3) Audit Committee Financial Expert.
* Independent Trustees.
The Trustees generally hold at least eight 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 held 9 Board meetings during the fiscal year ended November 30, 2007. MFS
Multimarket Income Trust, MFS Municipal Income Trust and MFS Special Value
Trust each held 9 Board meetings during the fiscal year ended October 31, 2007.
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, each of
whom is also 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, each of whom is also 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 is available on MFS.com). 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 4, 2008, 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 4,
2008.
The following dollar ranges apply:
N. None
A. $1 - $10,000
B. $10,001 - $50,000
C. $50,001 - $100,000
D. $100,001 - $225,000
E. Over $225,000
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 E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
Robert C. Pozen MFS Charter Income Trust N E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
INDEPENDENT TRUSTEES
--------------------
Robert E. Butler MFS Charter Income Trust B E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) B
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
Lawrence H. Cohn, M.D. MFS Charter Income Trust C E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust C
MFS Government Markets Income Trust B
David H. Gunning MFS Charter Income Trust A E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
William R. Gutow MFS Charter Income Trust A E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
Michael Hegarty MFS Charter Income Trust A E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
J. Atwood Ives MFS Charter Income Trust A E
MFS Multimarket Income Trust C
MFS Municipal Income Trust (Common Shares) A
MFS Municipal Income Trust
(Preferred Shares, Series T) E
MFS Municipal Income Trust
(Preferred Shares, Series TH) E
MFS Special Value Trust N
MFS Government Markets Income Trust C
Lawrence T. Perera MFS Charter Income Trust A E
MFS Multimarket Income Trust C
MFS Municipal Income Trust (Common Shares) A
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust A
J. Dale Sherratt MFS Charter Income Trust D E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust D
MFS Government Markets Income Trust B
Laurie J. Thomsen MFS Charter Income Trust A E
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
MFS Government Markets Income Trust N
Robert W. Uek MFS Charter Income Trust B E
MFS Multimarket Income Trust B
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust A
MFS Government Markets Income 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 Trusts'
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 2007
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.
RETIREMENT TOTAL CASH
BENEFITS COMPENSATION
ACCRUED AS FROM TRUST
TRUSTEE FEES PART OF AND FUND
NAME OF TRUSTEE INDIVIDUAL TRUST NAME FROM TRUST(1) TRUST EXPENSE COMPLEX(2)
---------------------------------------------------------------------------------------------------
Robert E. Butler MFS Charter Income Trust $7,049 N/A $229,619
MFS Multimarket Income Trust $7,038 N/A
MFS Municipal Income Trust $4,023 N/A
MFS Special Value Trust $1,005 N/A
MFS Government Markets Income
Trust $6,034 N/A
Lawrence H. Cohn, M.D. MFS Charter Income Trust $7,049 $2,194 $228,509
MFS Multimarket Income Trust $7,038 $ 0
MFS Municipal Income Trust $4,023 N/A
MFS Special Value Trust $1,005 $2,070
MFS Government Markets Income
Trust $6,034 $1,481
David H. Gunning MFS Charter Income Trust $7,167 N/A $248,508
MFS Multimarket Income Trust $7,158 N/A
MFS Municipal Income Trust $4,095 N/A
MFS Special Value Trust $1,019 N/A
MFS Government Markets Income
Trust $6,117 N/A
William R. Gutow MFS Charter Income Trust $7,049 N/A $228,509
MFS Multimarket Income Trust $7,038 N/A
MFS Municipal Income Trust $4,023 N/A
MFS Special Value Trust $1,005 N/A
MFS Government Markets Income
Trust $6,034 N/A
Michael J. Hegarty MFS Charter Income Trust $7,042 N/A $226,509
MFS Multimarket Income Trust $7,037 N/A
MFS Municipal Income Trust $4,022 N/A
MFS Special Value Trust $1,005 N/A
MFS Government Markets Income
Trust $6,030 N/A
J. Atwood Ives MFS Charter Income Trust $7,441 $ 0 $302,509
MFS Multimarket Income Trust $7,438 $2,397
MFS Municipal Income Trust $4,263 N/A
MFS Special Value Trust $1,054 $ 0
MFS Government Markets Income
Trust $6,309 $ 0
Lawrence T. Perera MFS Charter Income Trust $7,066 $ 0 $226,953
MFS Multimarket Income Trust $7,071 $2,622
MFS Municipal Income Trust $4,042 N/A
MFS Special Value Trust $1,009 $0
MFS Government Markets Income
Trust $6,046 $ 0
J. Dale Sherratt MFS Charter Income Trust $7,286 $1,980 $268,507
MFS Multimarket Income Trust $7,280 $ 0
MFS Municipal Income Trust $4,168 N/A
MFS Special Value Trust $1,035 $1,878
MFS Government Markets Income
Trust $6,200 $1,340
Laurie J. Thomsen MFS Charter Income Trust $7,141 N/A $248,508
MFS Multimarket Income Trust $7,120 N/A
MFS Municipal Income Trust $4,072 N/A
MFS Special Value Trust $1,015 N/A
MFS Government Markets Income
Trust $6,099 N/A
Robert W. Uek MFS Charter Income Trust $7,184 N/A $254,112
MFS Multimarket Income Trust $7,173 N/A
MFS Municipal Income Trust $4,104 N/A
MFS Special Value Trust $1,021 N/A
MFS Government Markets Income
Trust $6,129 N/A
----------
(1) Information provided for the MFS Charter Income Trust and MFS Government Markets Income Trust is
for the fiscal year ended November 30, 2007. Information provided for the MFS Multimarket Income
Trust, MFS Municipal Income Trust and MFS Special Value Trust is for the fiscal year ended
October 31, 2007.
(2) For calendar year 2007, Trustees receiving compensation from each Trust served as Trustee of 98
funds within the MFS Fund Complex (having aggregate net assets at December 31, 2007 of
approximately $106 billion).
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 Trust to retain the
services of any Trustee or pay any particular level of compensation to any
Trustee. The plan is not funded and the Trust'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 are listed below:
INDEPENDENT REGISTERED PUBLIC FISCAL YEAR
TRUST ACCOUNTING FIRM END
--------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young LLP November 30
("Ernst & Young")
MFS Multimarket Income Trust Ernst & Young October 31
MFS Municipal Income Trust Deloitte & Touche ("Deloitte") October 31
MFS Special Value Trust Ernst & Young October 31
MFS Government Markets Income Trust Deloitte November 30
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 2007 fiscal year for filing
with the Securities and Exchange Commission.
Respectfully submitted for MFS Multimarket Income Trust, MFS Municipal
Income Trust and MFS Special Value Trust, by the Audit Committee as of
December 18, 2007.
Robert E. Butler
William R. Gutow
J. Dale Sheratt
Laurie J. Thomsen
Robert W. Uek
Respectfully submitted for MFS Charter Income Trust and MFS Government
Markets Income Trust by the Audit Committee as of January 22, 2008.
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 each
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 each 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 each
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 each Trust's
Independent Registered Public Accounting Firm of non-audit services to each
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 each Trust) was compatible with maintaining the independence of
the Independent Registered Public Accounting Firm as each 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
Robert J. Manning(3) President March 2008 Massachusetts Financial Services
(born 10/20/63) Company, Chief Executive Officer,
President, Chief Investment Officer
and Director
Maria F. Dwyer(3) Treasurer 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); President of
each Trust (2005-2008); Fidelity
Management & Research Company, Vice
President (prior to March 2004);
Fidelity Group of Funds, President and
Treasurer (prior to March 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)
Timothy M. Fagan(3) Assistant Secretary September 2005 Massachusetts Financial Services
(born 07/10/68) and Assistant Clerk Company, Vice President and Senior
Counsel (since September 2005);
John Hancock Advisers, LLC, Vice
President and Chief Compliance Officer
(September 2004 to August 2005),
Senior Attorney (prior to September
2004); John Hancock Group of Funds,
Vice President and Chief Compliance
Officer (September 2004 to December
2004)
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)
Richard S. Weitzel(3) Assistant Secretary October 2007 Massachusetts Financial Services
(born 07/16/70) and Assistant Clerk Company, Vice President and Assistant
General Counsel (since 2007); Vice
President and Senior Counsel (since
May 2004); Massachusetts Department of
Business and Technology, General
Counsel (February 2003 to April 2004);
Massachusetts Office of the Attorney
General, Assistant Attorney General
(April 2001 to February 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 98 funds in the MFS
Family of Funds as of December 31, 2007, 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 4, 2008, 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:
Thomas A. Bogart (Corporate Board Member) made a Form 3 filing for each of MFS
Charter Income Trust, MFS Municipal Income Trust, MFS Multimarket Income Trust,
MFS Special Value Trust, and MFS Government Markets Income Trust on July 10,
2007; David P. Cole (Portfolio Manager) made a Form 3 filing for each of MFS
Charter Income Trust, MFS Multimarket Income Trust, and MFS Special Value
Trust; and Lawrence H. Cohn, M.D. (Independent Trustee) made a Form 4 filing
for MFS Special Value Trust on August 21, 2007. Dr. Cohn reported one
transaction; all other individuals reported no transactions. 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., Sun Life Financial Inc., various MFS funds, certain current and/or former
Trustees of the MFS funds, and certain officers of MFS have been named as
defendants in multiple lawsuits filed in federal and state courts. The various
lawsuits that are still pending generally allege that some or all of the
defendants 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. The pending lawsuits assert that some or all of
the defendants violated the federal securities laws, including the Securities
Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of
1940, and the Investment Advisers Act of 1940, as well as fiduciary duties and
other violations of common law. The pending 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,
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 (consolidated class action complaint filed September 30,
2004), Hammerslough v. MFS et al., Case No. 04-MD-01620 (consolidated
derivative complaint filed September 30, 2004), and Reaves v. MFS Series Trust
I, et al., Case No. 1:05-CV-02220-JFM (complaint related to Class B Shares
filed March 21, 2005). 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. 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 J. Atwood Ives, William R. Gutow, Michael Hegarty, and Robert W. Uek and
Laurie J. Thomsen as Trustees of each Trust for which they are standing for
election (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 each Trust's outstanding shares entitled
to vote at the Meeting that are present in person or represented by proxy
constitutes a quorum, except that with respect to the election of Mr. Ives and
Ms. Thomsen as Trustees of MFS Municipal Income Trust, a quorum also requires a
majority of such Trust's outstanding preferred shares entitled to vote at the
Meeting present in person or by proxy. With respect to the election of
Trustees, neither broker non-votes nor abstentions nor withholding authority to
vote has 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 4, 2008, 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. Please refer to your proxy card for instructions for
voting by telephone or internet.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 2009 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 23,
2009. 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 2009 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 May 1, 2009 at the Trust's
principal office at 500 Boylston Street, Boston, Massachusetts 02116. The
persons named as proxies for the 2008 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 21, 2008 MFS(R) CHARTER INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
SCHEDULE A
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
For each Trust'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 2007 2006 2007 2006
------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $45,135 $41,610 $10,000 $15,000
MFS Multimarket Income Trust Ernst & Young $45,135 $41,610 $10,000 $15,000
MFS Municipal Income Trust Deloitte $46,634 $42,117 $10,000 $38,000
MFS Special Value Trust Ernst & Young $40,580 $37,375 $10,000 $15,000
MFS Government Markets Income Trust Deloitte $48,294 $43,663 $10,000 $20,000
INDEPENDENT
REGISTERED
PUBLIC TAX FEES ALL OTHER FEES
ACCOUNTING ------------------ -----------------
TRUST FIRM 2007 2006 2007 2006
-----------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $9,674 $8,520 $0 $144
MFS Multimarket Income Trust Ernst & Young $9,674 $9,382 $0 $144
MFS Municipal Income Trust Deloitte $6,796 $7,050 $0 $0
MFS Special Value Trust Ernst & Young $8,744 $8,807 $0 $144
MFS Government Markets Income Trust Deloitte $6,006 $8,400 $0 $0
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 2007 2006 2007 2006 2007 2006
-------------------------------------------------------------------------------------------------------------------
Service Affiliates of MFS Ernst & Young $0 $0 $0 $0 $0 $0
Charter Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $15,500 $0 $0
Multimarket Income Trust
Service Affiliates of MFS Deloitte $1,177,035 $1,047,925 $0 $0 $582,753 $276,806
Municipal Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $15,500 $0 $0
Special Value Trust
Service Affiliates of MFS Deloitte $1,177,035 $1,047,925 $0 $0 $402,488 $429,071
Government Markets Income
Trust
----------
(1) This amount reflects the fees billed to Service Affiliates of each Trust 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.
For each Trust's last fiscal year, no fees were billed by any Independent
Registered Public Accounting Firm that would be disclosed under the caption
"All Other Fees" to each Trust.
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 2007 2006
--------------------------------------------------------------------------------------------------------
MFS Charter Income Trust and its Service Affiliates Ernst & Young $197,912 $126,727
MFS Multimarket Income Trust and its Service Ernst & Young $220,690 $114,395
Affiliates
MFS Municipal Income Trust and its Service Deloitte $1,953,959 $1,497,966
Affiliates
MFS Special Value Trust and its Service Affiliates Ernst & Young $219,760 $113,820
MFS Government Markets Income Trust and its Service Deloitte $1,807,904 $1,648,581
Affiliates
SCHEDULE B
INTERESTS OF CERTAIN PERSONS
As of August 4, 2008, 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
NAME AND ADDRESS SHARES SHARES OF
OF BENEFICIAL TITLE OF BENEFICIALLY NOTED CLASS
TRUST OWNER CLASS OWNED OWNED
---------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Cede & Co. Common 52,089,117 94.25%
PO Box 20
Bowling Green Station
New York, NY
MFS Multimarket Income Trust Cede & Co. Common 71,535,597 90.46%
PO Box 20
Bowling Green Station
New York, NY
MFS Special Value Trust Cede & Co. Common 6,286,929 91.27%
PO Box 20
Bowling Green Station
New York, NY
MFS Municipal Income Trust Cede & Co. Common 35,069,015 86.85%
PO Box 20
Bowling Green Station
New York, NY
Oppenheimer & Co. Preferred 1,548 55.29%
125 Broad Street, 15th Floor Series T
New York, NY 10013
Citigroup Global Markets Inc. Preferred, 732 26.14%
390 Greenwhich St, 5th Floor Series T
New York, NY 10013
UBS Securities LLC Preferred, 338 12.07%
1285 Avenue of the Americas Series T
New York, NY 10019
Oppenheimer & Co. Preferred, 1,424 50.86%
125 Broad Street, 15th Floor Series TH
New York, NY 10004
MFS Municipal Income Trust Citigroup Global Markets Inc. Preferred, 922 32.93%
390 Greenwich St, 5th Floor Series TH
New York, NY 10013
UBS Securities LLC Preferred, 229 8.18%
1285 Avenue of the Americas Series TH
New York, NY 10019
Jeffries and Co. Preferred, 157 5.61%
520 Madison Ave. 11th Floor Series TH
New York, NY 10022
MFS Government Markets Cede & Co. Common 28,068,297 87.49%
Income Trust PO Box 20
Bowling Green Station
New York, NY
M F S(R)
INVESTMENT MANAGEMENT CE-1PRX-8/08
MFS INVESTMENT MANAGEMENT
(CONTROL NUMBER HERE)
(BAR CODE HERE)
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
ELECTRONIC VOTING INSTRUCTIONS
YOU CAN VOTE BY INTERNET OR TELEPHONE! AVAILABLE 24 HOURS A DAY,
7 DAYS A WEEK!
Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED
BY 9:29 A.M., EASTERN TIME, ON OCTOBER 9, 2008.
VOTE BY INTERNET
o Log on to the Internet and go to www.investorvote.com
o Follow the steps outlined on the secured website.
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 THE INTERNET OR 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 - William R. Gutow 02 - Michael Hegarty 03 - Robert W. Uek
[ ] 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
adjournment(s) or postponement(s) 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 print Signature 1 -- Please keep signature Signature 2 -- Please keep signature
date below. within the box. within the box.
---------------------------------- ------------------------------------ -------------------------------------
---------------------------------- ------------------------------------ -------------------------------------
CHANGE OF ADDRESS -- Please print new address below.
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
\/ IF YOU HAVE NOT VOTED VIA THE INTERNET OR 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 2008 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 9, 2008
The signer of this proxy card hereby appoints Christopher R. Bohane, Timothy M. Fagan, Mark D. Fischer, Brian E.
Langenfeld, Susan S. Newton, and Susan A. Pereira 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 Thursday, October 9, 2008 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 4, 2008 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
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
---------------------------------------------------------------------------------------------------------------------------
\/ PLEASE 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 - William R. Gutow 02 - Michael Hegarty 03 - Robert W. Uek
04 - J. Atwood Ives 05 - Laurie J. Thomsen
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05
[ ] 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
adjournment(s) or postponement(s) 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 print Signature 1 -- Please keep signature Signature 2 -- Please keep signature
date below. within the box. within the box.
---------------------------------- ------------------------------------ -------------------------------------
---------------------------------- ------------------------------------ -------------------------------------
\/ PLEASE 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 2008 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 9, 2008
The signer of this proxy card hereby appoints Christopher R. Bohane, Timothy M. Fagan, Mark D. Fischer, Brian E.
Langenfeld, Susan S. Newton, and Susan A. Pereira 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 Thursday, October 9, 2008 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 4, 2008 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
(CONTROL NUMBER HERE)
(BAR CODE HERE)
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
ELECTRONIC VOTING INSTRUCTIONS
YOU CAN VOTE BY INTERNET OR TELEPHONE! AVAILABLE 24 HOURS A DAY,
7 DAYS A WEEK!
Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED
BY 9:29 A.M., EASTERN TIME, ON OCTOBER 9, 2008.
VOTE BY INTERNET
o Log on to the Internet and go to www.investorvote.com
o Follow the steps outlined on the secured website.
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 THE INTERNET OR 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 - J. Atwood Ives 02 - William R. Gutow 03 - Michael Hegarty
04 - Robert W. Uek
[ ] 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
adjournment(s) or postponement(s) 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 print Signature 1 -- Please keep signature Signature 2 -- Please keep signature
date below. within the box. within the box.
---------------------------------- ------------------------------------ -------------------------------------
---------------------------------- ------------------------------------ -------------------------------------
CHANGE OF ADDRESS -- Please print new address below.
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
\/ IF YOU HAVE NOT VOTED VIA THE INTERNET OR 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) GOVERNMENT MARKETS 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 EACH TRUST
NOTICE OF THE 2008 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 9, 2008
The signer of this proxy card hereby appoints Christopher R. Bohane, Timothy M. Fagan, Mark D. Fischer, Brian E.
Langenfeld, Susan S. Newton, and Susan A. Pereira 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 Trusts, on Thursday, October 9, 2008 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 its meeting simultaneously with each Trust. Shareholders of each Trust will vote separately on each item.
Only a Trust's shareholders of record on August 4, 2008 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