SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER
THAN THE REGISTRANT [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 2004 Annual Meeting of Shareholders
To be held on October 7, 2004
The 2004 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 7, 2004,
for the following purposes:
ITEM 1. To elect Lawrence H. Cohn, M.D., Robert J. Manning, Lawrence T.
Perera and Elaine R. Smith as Trustees of each Trust;
ITEM 2. To ratify the selection of each Trust's Independent Registered
Public Accounting Firm to be employed by the Trust for the current
fiscal year; and
ITEM 3. 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 ALL ITEMS.
Only a Trust's shareholders of record on August 2, 2004 will be entitled to
vote at that Trust's Annual Meeting of Shareholders.
JAMES R. BORDEWICK, Assistant Secretary and Assistant Clerk
August 11, 2004
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE ADDITIONAL
EXPENSE OF A SECOND SOLICITATION FOR YOUR TRUST. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of MFS Charter Income Trust,
MFS Government Markets Income Trust, MFS Intermediate Income Trust, MFS
Multimarket Income Trust, MFS Municipal Income Trust, and MFS Special Value
Trust (each, a "Trust" and collectively, the "Trusts") to be used at the 2004
Annual Meeting of Shareholders of each Trust (each, a "Meeting") to be held at
9:30 a.m. on October 7, 2004, at 500 Boylston Street, Boston, Massachusetts
02116, for the purposes set forth in the accompanying Notice. If the enclosed
form of proxy is executed and returned, it may nevertheless be revoked prior to
its exercise by a signed writing filed with the proxy tabulation agent,
Management Information Services Corporation ("MIS"), 60 Research Road, Hingham,
Massachusetts 02043, or delivered at a Meeting. On August 2, 2004, 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 57,948,727.06 N/A
MFS Government Markets Income Trust 54,337,036.56 N/A
MFS Intermediate Income Trust 124,909,244.48 N/A
MFS Multimarket Income Trust 82,398,503.57 N/A
MFS Municipal Income Trust 39,776,493.57 5,600
MFS Special Value Trust 6,701,414.44 N/A
Shareholders of record at the close of business on August 2, 2004 will be
entitled to one vote for each share held. 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 11, 2004.
A copy of each Trust's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Service Center, Inc., each Trust's
transfer and shareholder servicing agent (the "Shareholder Servicing Agent"), 2
Avenue de Lafayette, Boston, MA 02111, or by telephoning toll-free at (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. Massachusetts Financial Services Company ("MFS"
or the "Adviser"), each Trust's investment adviser and administrator, 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.
Under the provisions of each Trust's Declaration of Trust, the Trustees are
divided into three classes, each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of electing
Lawrence H. Cohn, M.D., Robert J. Manning, Lawrence T. Perera and Elaine R.
Smith as Trustees of the class whose term will expire at the 2007 Annual
Meeting of Shareholders (or special meeting in lieu thereof) of each Trust.
Each nominee is presently a Trustee of each Trust and has agreed to serve as a
Trustee of each Trust if elected. If, before the Meeting, any nominee refuses
or is unable to serve, of if any of the nominees is unavailable at the time of
the Meeting, which is not anticipated, the Trustees may vote for other nominees
at their discretion, or the Trustees may fix the number of Trustees at less
than 12 for a Trust. Under the terms of each Trust's retirement policy, the
Trustees have a mandatory retirement age. Mr. Smith is scheduled to retire in
accordance with each Trust's retirement policy on December 31, 2005.
In the case of MFS Municipal Income Trust, only holders of the Trust's
preferred shares are entitled to vote for Mr. J. Atwood Ives and Ms. Elaine R.
Smith in routine Trustee elections. Holders of this Trust's common and
preferred shares, voting together as a single class, are entitled to vote for
all of the remaining nominees. Ms. Smith is standing for election this year.
Mr. Ives, a member of the class of Trustees whose term expires at the 2005
Annual Meeting of Shareholders (or special meeting in lieu thereof), is not
standing for election this year.
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 TRUSTEE TERM OTHER DIRECTORSHIPS(2) DURING
NAME, DATE OF BIRTH WITH TRUST SINCE(1) EXPIRING THE PAST FIVE YEARS
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INTERESTED TRUSTEES
Robert J. Manning* Trustee and February 2004 2004 Massachusetts Financial
(born 10/20/63) President Services Company, Chief
Executive Officer, President,
Chief Investment Officer and
Director
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Robert C. Pozen* Trustee February 2004 2006 Massachusetts Financial
(born 08/08/46) Services Company, Chairman
(since February 2004); Harvard
Law School (education), John
Olin Visiting Professor (since
July 2002); Secretary of
Economic Affairs, The
Commonwealth of Massachusetts
(January 2002 to December
2002); Fidelity Investments,
Vice Chairman (June 2000 to
December 2001); Fidelity
Management & Research Company
(investment adviser),
President (March 1997 to July
2001); The Bank of New York
(financial services),
Director; Bell Canada
Enterprises
(telecommunications),
Director; Telesat (satellite
communications), Director
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INDEPENDENT TRUSTEES
Lawrence H. Cohn, M.D. Trustee August 1993 2004 Brigham and Women's Hospital,
(born 03/11/37) Chief of Cardiac Surgery;
Harvard Medical School,
Professor of Surgery
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David H. Gunning Trustee January 1994 2006 Cleveland-Cliffs Inc. (mining
(born 05/30/42) products and service
provider), Vice Chairman/
Director (since April 2001);
Encinitos Ventures (private
investment company), Principal
(1997 to April 2001); Lincoln
Electric Holdings, Inc.
(welding equipment
manufacturer), Director;
Southwest Gas Corporation
(natural gas distribution
company), Director
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William R. Gutow Trustee December 1993 2005 Private investor and real
(born 09/27/41) estate consultant; Capitol
Entertainment Management
Company (video franchise),
Vice Chairman
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J. Atwood Ives Trustee and Chair February 1992 2005 Private investor; KeySpan
(born 05/01/36) of the Trustees Corporation (energy related
services), Director; Eastern
Enterprises (diversified
services company), Chairman,
Trustee and Chief Executive
Officer (until November 2000)
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Amy B. Lane Trustee January 2004 2005 Retired; Merrill Lynch & Co.,
(born 02/08/53) Inc., Managing Director,
Investment Banking Group (1997
to February 2001); Borders
Group, Inc. (book and music
retailer), Director; Federal
Realty Investment Trust (real
estate investment trust),
Trustee
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Lawrence T. Perera Trustee July 1981 2004 Hemenway & Barnes (attorneys),
(born 06/23/35) Partner
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William J. Poorvu Trustee August 1982 2006 Private investor; Harvard
(born 04/10/35) University Graduate School of
Business Administration, Class
of 1961 Adjunct Professor in
Entrepreneurship Emeritus; CBL
& Associates Properties, Inc.
(real estate investment
trust), Director
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J. Dale Sherratt Trustee August 1993 2006 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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Elaine R. Smith Trustee February 1992 2004 Independent health care
(born 04/25/46) industry consultant
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Ward Smith Trustee October 1992 2006 Private investor
(born 09/13/30)
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(1) Date first appointed to serve as Trustee of each Trust. 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").
* "Interested person" of MFS 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 such as the Trust. The address of MFS is
500 Boylston Street, Boston, Massachusetts 02116.
Messrs. Manning and Pozen hold comparable positions with certain other funds of
which MFS or a subsidiary is the investment adviser or distributor. Each
Trustee serves as a board member of 109 MFS funds within the MFS Family of
Funds. The address of each Trustee is c/o MFS, 500 Boylston Street, Boston,
Massachusetts 02116.
Information about the executive officers of each Trust, share ownership, the
identity of certain persons holding more than 5% of each Trust's outstanding
shares, Trustee and Executive Officer compensation, and Board and Committee
meetings appears under "Trust Information" beginning on page 10.
REQUIRED VOTE. For MFS Charter Income Trust, MFS Government Markets Income
Trust, MFS Intermediate Income Trust, MFS Multimarket Income Trust and MFS
Special Value Trust, approval of this matter as to any nominee will require the
affirmative vote of a plurality of a Trust's outstanding shares voting at the
Meeting in person or by proxy.
For MFS Municipal Income Trust, approval of this proposal as to Dr. Cohn,
Messrs. Manning and Perera will require the affirmative vote of a plurality of
the Trust's outstanding preferred and common shares, voting together as a
single class, at the Meeting in person or by proxy. Approval of this proposal
as to Ms. Smith will require the affirmative vote of a majority of the Trust's
outstanding preferred shares at the Meeting in person or by proxy.
ITEM 2 -- RATIFICATION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of each Trust,
of the following auditors (each, an "Auditor") under section 32(a) of the 1940
Act as Independent Registered Public Accounting Firm of a Trust for the current
fiscal year.
INDEPENDENT REGISTERED PUBLIC
TRUST ACCOUNTING FIRM FISCAL YEAR END
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MFS Charter Income Trust Ernst & Young LLP ("Ernst & Young") November 30
MFS Government Markets Income Trust Deloitte & Touche LLP ("Deloitte") November 30
MFS Intermediate Income Trust Deloitte October 31
MFS Multimarket Income Trust Ernst & Young October 31
MFS Municipal Income Trust Deloitte October 31
MFS Special Value Trust Ernst & Young October 31
No Independent Registered Public Accounting Firm has a direct or material
indirect interest in a Trust.
Representatives of the applicable Auditor are expected to be present at each
Meeting and will have an opportunity to make a statement if they desire to do
so. Such representatives also are expected to be available to respond to
appropriate questions.
The Audit Committee of the Board of Trustees of each Trust issued the following
report concerning the financial statements for each Trust's most recent fiscal
year.
The Audit Committee reviewed and discussed the audited financial statements
with Trust management. The Audit Committee also discussed with the Auditor
the matters required to be discussed by SAS 61 (Codification of Statements
on Auditing Standards). The Audit Committee received the written
disclosures and the letter from the Auditor required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and discussed with the Auditor its independence.
Based on this review and these discussions, the Audit Committee recommended
to the Board of Trustees that the audited financial statements be included
in the Trust's annual report to shareholders for the Trust's 2003 fiscal
year for filing with the Securities and Exchange Commission.
J. Atwood Ives
Amy B. Lane
William J. Poorvu
J. Dale Sherratt
Ward Smith
To the extent required by applicable regulations the Audit Committee pre-
approves (i) all audit and permitted non-audit services rendered by the
Independent Registered Public Accounting Firm to each Trust and (ii) all 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 related directly to the operations and
financial reporting of such Trust. The Committee may establish policies and
procedures pursuant to which such pre-approval is granted, which may include
pre-approval by other than by the full Committee. In lieu of pre-approval
policies and procedures, the Audit Committee currently pre-approves services on
an engagement by engagement basis. However, the Audit Committee has authorized
the Chairman of the Audit Committee to pre-approve services to the extent
pre-approval is necessary in advance of a regularly scheduled Audit Committee
meeting. Such services are reported to the Audit Committee at its next
scheduled meeting.
The tables below 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 and comfort letters.
(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 the
Trust's by the Independent Registered Public Accounting Firm other
than those reported under "Audit Fees", "Audit-Related Fees" and "Tax
Fees." For each Trust's last two fiscal years, no fees were billed by
any Independent Registered Public Accounting Firm that would be
disclosed under the caption "All Other Fees" to any Trust or any
Trust's Service Affiliates.
For periods prior to May 6, 2003, the amounts shown below under "Audit-Related
Fees," "Tax Fees" and "All Other Fees" relate to permitted non-audit services
that would have been subject to pre-approval if the SEC rules relating to pre-
approval of non-audit services had been in effect. During the periods indicated
in the table below, 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.
Fees billed by each Trust's Independent Registered Public Accounting Firm for services provided directly to each Trust:
INDEPENDENT
REGISTERED
PUBLIC AUDIT FEES AUDIT-RELATED FEES TAX FEES
ACCOUNTING -------------------------- ----------------------- -----------------------
TRUST FIRM 2003 2002 2003 2002 2003 2002
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MFS Charter Income Trust Ernst & Young LLP $35,530 $33,100 $0 $0 $6,870 $5,700
("Ernst & Young")
MFS Government Markets Income Deloitte & Touche $38,050 $35,500 $0 $0 $5,700 $3,800
Trust LLP ("Deloitte")
MFS Intermediate Income Trust Deloitte $38,250 $35,500 $0 $0 $5,500 $3,800
MFS Multimarket Income Trust Ernst & Young $35,530 $33,100 $0 $0 $6,870 $5,700
MFS Municipal Income Trust Deloitte $34,310 $30,500 $18,000 $18,000 $6,400 $4,400
MFS Special Value Trust Ernst & Young $31,790 $29,700 $0 $0 $6,406 $5,474
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 FEES TAX FEES ALL OTHER FEES
PUBLIC
ACCOUNTING -------------------------- ----------------------- -----------------------
TRUST FIRM 2003 2002 2003 2002 2003 2002
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Service Affiliates of MFS Ernst & Young $0 $0 $0 $0 $14,607 $145,019
Charter Income Trust
Service Affiliates of MFS Deloitte $166,150 $106,500 $50,000 $29,650 $0 $350,771
Government Markets Income Trust
Service Affiliates of MFS Deloitte $166,150 $106,500 $20,000 $29,650 $0 $350,771
Intermediate Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $0 $14,607 $150,019
Multimarket Income Trust
Service Affiliates of MFS Deloitte $166,150 $106,500 $20,000 $29,650 $0 $350,771
Municipal Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $0 $14,607 $150,019
Special Value Trust
In addition, the following table 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.
INDEPENDENT REGISTERED
TRUST PUBLIC ACCOUNTING FIRM 2003 2002
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MFS Charter Income Trust and its Service Affiliates Ernst & Young $31,477 $150,719
MFS Government Markets Income Trust and its Service Affiliates Deloitte $333,479 $509,138
MFS Intermediate Income Trust and its Service Affiliates Deloitte $281,279 $509,138
MFS Multimarket Income Trust and its Service Affiliates Ernst & Young $31,477 $155,719
MFS Municipal Income Trust and its Service Affiliates Deloitte $300,179 $527,738
MFS Special Value Trust and its Service Affiliates Ernst & Young $31,013 $155,493
The Trusts' Audit Committee has determined that 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 Committee (because
such services were provided prior to the effectiveness of SEC rules requiring
pre-approval or because such services did not relate directly to the operations
and financial reporting of the Trust) was compatible with maintaining the
independence of the Independent Registered Public Accounting Firm as the
Trust's principal auditors.
All Other Fees are fees related to those reported under "Audit Fees", "Audit-
Related Fees" and "Tax Fee" but not reported in those tables. For each Trust's
last two fiscal years, no Other Fees were billed by each Independent Registered
Public Accounting Firm to any Trust or to any Trust's Service Affiliates.
REQUIRED VOTE. For MFS Charter Income Trust, MFS Government Markets Income
Trust, MFS Intermediate Income Trust, MFS Multimarket Income Trust and MFS
Special Value Trust, ratification of this matter will require the affirmative
vote of a majority of a Trust's outstanding shares voting at the Meeting on
this matter in person or by proxy.
For MFS Municipal Income Trust, ratification of this matter will require the
affirmative vote of a majority of the Trust's outstanding preferred and common
shares, voting together as a single class, which are voted at the Meeting on
this matter in person or by proxy.
TRUST INFORMATION
This section provides certain information about each Trust, including
information about executive officers, share ownership, the identity of certain
persons holding more than 5% of the outstanding shares of each Trust, Trustee
and executive officer compensation, and Board and Committee meetings.
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 & OTHER
POSITION(s) HELD OFFICER DIRECTORSHIPS(2) DURING THE
NAME, DATE OF BIRTH WITH THE TRUST SINCE(1) PAST FIVE YEARS
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OFFICERS
Robert J. Manning(3) President and Trustee February 2004 Massachusetts Financial Services
(born 10/20/63) Company, Chief Executive Officer,
President, Chief Investment Officer
and Director
James R. Bordewick, Jr.(3) Assistant Secretary September 1990 Massachusetts Financial Services
(born 03/06/59) and Assistant Clerk Company, Senior Vice President and
Associate General Counsel
Stephanie A. DeSisto(3) Assistant Treasurer May 2003 Massachusetts Financial Services
(born 10/01/53) Company, Vice President (since April
2003); Brown Brothers Harriman & Co.,
Senior Vice President (November 2002
to April 2003); ING Groep N.V./Aeltus
Investment Management, Senior Vice
President (prior to November 2002)
Robert R. Flaherty(3) Assistant Treasurer August 2000 Massachusetts Financial Services
(born 09/18/63) Company, Vice President (since August
2000); UAM Fund Services, Senior Vice
President (prior to August 2000)
Richard M. Hisey(3) Treasurer August 2002 Massachusetts Financial Services
(born 08/29/58) Company, Senior Vice President (since
July 2002); The Bank of New York,
Senior Vice President (September 2000
to July 2002); Lexington Global Asset
Managers, Inc., Executive Vice
President and Chief Financial Officer
(prior to September 2000); Lexington
Funds, Chief Financial Officer (prior
to September 2000)
Ellen Moynihan(3) Assistant Treasurer April 1997 Massachusetts Financial Services
(born 11/13/57) Company, Vice President
Frank L. Tarantino Independent Chief June 2004 MFS Family of Funds, Independent Chief
(born 03/07/44) Compliance Officer Compliance Officer; CRA Business
Strategies Group (consulting
services), Executive Vice President
(April 2003 to June 2004); David L.
Babson & Co. (investment adviser),
Managing Director, Chief
Administrative Officer and Director
(February 1997 to March 2003)
James O. Yost(3) Assistant Treasurer September 1990 Massachusetts Financial Services
(born 06/12/60) Company, Senior Vice President
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(1) Date first appointed to serve as an officer of a Trust. Each officer has served continuously since
appointment.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission
("SEC") (i.e., "public companies").
(3) "Interested person" of MFS within the meaning of the 1940 Act.
Each Trust's officers holds comparable positions with certain other funds of
which MFS or a subsidiary is the investment adviser or distributor, and with
certain affiliates of MFS. The address of each officer is c/o MFS, 500 Boylston
Street, Boston, Massachusetts 02116.
SHARE OWNERSHIP
As of August 2, 2004, the Trustees and officers of the Trust as a whole owned
less than 1% of each Trust's outstanding shares.
The following table shows (i) the dollar range of equity securities
beneficially owned by each current Trustee (a) of each Trust and (b), on an
aggregate basis, in all MFS funds overseen by the Trustee and (ii) the number
of shares of each Trust owned by each current Trustee and by the current
Trustees and executive officers as a group, as of August 2, 2004.
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 EQUITY
DOLLAR RANGE SECURITIES IN SHARES OF THE
OF EQUITY ALL MFS FUNDS TRUST
SECURITIES OVERSEEN BY BENEFICIALLY
NAME OF TRUSTEE INDIVIDUAL TRUST NAME IN THE TRUST THE TRUSTEE OWNED(1)
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INTERESTED TRUSTEES
Robert J. Manning MFS Charter Income Trust N D 0
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust N 0
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust N 0
Robert C. Pozen MFS Charter Income Trust N D 0
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust N 0
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust N 0
NON-INTERESTED TRUSTEES
Lawrence H. Cohn, M.D. MFS Charter Income Trust B D 1,669.87
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 500.00
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust D 10,541.01
David H. Gunning MFS Charter Income Trust A C 1,000.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 1,000.00
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust N 0
William R. Gutow MFS Charter Income Trust A D 200.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 200.00
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust N 0
J. Atwood Ives MFS Charter Income Trust A D 1,000.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 1,000.00
MFS Multimarket Income Trust A 1,000.00
MFS Municipal Income Trust (Common Shares) A 1,000.00
MFS Municipal Income Trust (Preferred Shares) D 40.00
MFS Special Value Trust N 0
Amy B. Lane MFS Charter Income Trust A A 300.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 300.00
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust N 0
Lawrence T. Perera MFS Charter Income Trust A D 300.00
MFS Government Markets Income Trust A 250.00
MFS Intermediate Income Trust A 250.00
MFS Multimarket Income Trust B 2,793.92
MFS Municipal Income Trust (Common Shares) A 250.00
MFS Special Value Trust N 0
William J. Poorvu MFS Charter Income Trust A D 500.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 500.00
MFS Multimarket Income Trust B 5,252.63
MFS Municipal Income Trust (Common Shares) B 3,438.43
MFS Special Value Trust N 0
J. Dale Sherratt MFS Charter Income Trust C D 6,793.77
MFS Government Markets Income Trust A 360.00
MFS Intermediate Income Trust C 14,585.00
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust D 9,207.67
Elaine R. Smith MFS Charter Income Trust A D 300.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 300.00
MFS Multimarket Income Trust A 251.96
MFS Municipal Income Trust (Common Shares) A 159.27
MFS Municipal Income Trust (Preferred Shares) B 2.00
MFS Special Value Trust N 0
Ward Smith MFS Charter Income Trust A D 500.00
MFS Government Markets Income Trust N 0
MFS Intermediate Income Trust A 500.00
MFS Multimarket Income Trust N 0
MFS Municipal Income Trust N 0
MFS Special Value Trust N 0
TOTAL HOLDINGS OF MFS Charter Income Trust N/A N/A 12,563.64
TRUSTEES AND EXECUTIVE MFS Government Markets Income Trust N/A N/A 610.00
OFFICERS AS A GROUP MFS Intermediate Income Trust N/A N/A 19,135.00
MFS Multimarket Income Trust N/A N/A 9,298.51
MFS Municipal Income Trust (Common Shares) N/A N/A 4,847.70
MFS Municipal Income Trust (Preferred Shares) N/A N/A 42.00
MFS Special Value Trust N/A N/A 16,412.08
------------
(1) All shares are held with sole voting and investment power except to the extent that such powers may be shared
by a family member or a trustee of a family trust.
INTERESTS OF CERTAIN PERSONS
As of August 2, 2004, to the best knowledge of each Trust, the following
shareholders beneficially owned more than 5% of the outstanding shares of each
Trust.
NUMBER OF PERCENT OF
OUTSTANDING OUTSTANDING
SHARES SHARES OF
NAME AND ADDRESS CLASS OF BENEFICIALLY NOTED CLASS
TRUST NAME OF SHAREHOLDER SHARES OWNED(1) OWNED
------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Cede & Co. Fast Common 52,847,228.00 91.20%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Government Markets Cede & Co. Fast Common 48,096,247.43 88.51%
Income Trust PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Intermediate Cede & Co. Fast Common 115,440,752.43 92.42%
Income Trust PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Multimarket Cede & Co. Fast Common 71,604,299.11 86.90%
Income Trust PO Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Municipal Income Trust Cede & Co. Fast Common 32,739,968.02 82.31%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
Morgan Stanley & Co., Inc. Preferred 352.00 6.29%
One Pierrepont Plaza
7th Floor
Brooklyn, NY 11201
Citigroup Global Markets, Inc. Preferred 4,501.00 80.38%
333 W. 34th Street
New York, NY 10001
UBS PaineWebber, Inc. Preferred 598.00 10.68%
1000 Harbor Blvd.
Weehawken, NJ 07087
MFS Special Value Trust Cede & Co. Fast Common 5,853,867.02 87.35%
PO Box 20
Bowling Green Station
New York, NY 10274-0020
------------
(1) All shares are held with sole voting and investment power except to the extent that such powers may be shared
by a family member or a Trustee of a family Trust.
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 do not receive any compensation from a Trust for their services as
Trustees. The table includes information for Ms. Abby M. O'Neill who retired as
a Trustee of each Trust at the end of 2003 in accordance with the mandatory
retirement policy of each Trust. Ms. Lane and Mr. Gunning each did not become
Trustees until January 2004 (which date is after the fiscal year end of each
Trust) and therefore they each received no compensation with respect to such
fiscal year. Messrs. Manning and Pozen, who each became a Trustee in February
2004, do not receive compensation from a Trust for service as a Trustee.
TOTAL CASH
COMPENSATION
TRUSTEE FEES FROM TRUST AND
NAME OF TRUSTEE(1) INDIVIDUAL TRUST NAME FROM THE TRUST(2) FUND COMPLEX(3)
-------------------------------------------------------------------------------------------------------
Lawrence H. Cohn, M.D. MFS Charter Income Trust $ 7,000 $196,868
MFS Government Markets Income Trust $ 6,000
MFS Intermediate Income Trust $12,000
MFS Multimarket Income Trust $ 7,000
MFS Municipal Income Trust $ 4,000
MFS Special Value Trust $ 1,000
David H. Gunning(4) MFS Charter Income Trust $ 0 N/A
MFS Government Markets Income Trust $ 0
MFS Intermediate Income Trust $ 0
MFS Multimarket Income Trust $ 0
MFS Municipal Income Trust $ 0
MFS Special Value Trust $ 0
William R. Gutow MFS Charter Income Trust $ 7,000 $196,868
MFS Government Markets Income Trust $ 6,000
MFS Intermediate Income Trust $12,000
MFS Multimarket Income Trust $ 7,000
MFS Municipal Income Trust $ 4,000
MFS Special Value Trust $ 1,000
J. Atwood Ives MFS Charter Income Trust $ 7,000 $207,969
MFS Government Markets Income Trust $ 6,058
MFS Intermediate Income Trust $12,126
MFS Multimarket Income Trust $ 7,071
MFS Municipal Income Trust $ 4,040
MFS Special Value Trust $ 1,007
Amy B. Lane(4) MFS Charter Income Trust $ 0 N/A
MFS Government Markets Income Trust $ 0
MFS Intermediate Income Trust $ 0
MFS Multimarket Income Trust $ 0
MFS Municipal Income Trust $ 0
MFS Special Value Trust $ 0
Abby M. O'Neill(5) MFS Charter Income Trust $ 6,611 $189,682
MFS Government Markets Income Trust $ 5,667
MFS Intermediate Income Trust $11,333
MFS Multimarket Income Trust $ 6,611
MFS Municipal Income Trust $ 2,778
MFS Special Value Trust $ 944
Lawrence T. Perera MFS Charter Income Trust $ 7,066 $206,858
MFS Government Markets Income Trust $ 6,053
MFS Intermediate Income Trust $12,115
MFS Multimarket Income Trust $ 7,065
MFS Municipal Income Trust $ 4,036
MFS Special Value Trust $ 1,006
William J. Poorvu MFS Charter Income Trust $ 7,073 $207,969
MFS Government Markets Income Trust $ 6,058
MFS Intermediate Income Trust $12,126
MFS Multimarket Income Trust $ 7,071
MFS Municipal Income Trust $ 4,040
MFS Special Value Trust $ 1,007
J. Dale Sherratt MFS Charter Income Trust $ 7,000 $196,868
MFS Government Markets Income Trust $ 6,000
MFS Intermediate Income Trust $12,000
MFS Multimarket Income Trust $ 7,000
MFS Municipal Income Trust $ 4,000
MFS Special Value Trust $ 1,000
Elaine R. Smith MFS Charter Income Trust $ 7,000 $196,868
MFS Government Markets Income Trust $ 6,000
MFS Intermediate Income Trust $12,000
MFS Multimarket Income Trust $ 7,000
MFS Municipal Income Trust $ 4,000
MFS Special Value Trust $ 1,000
Ward Smith MFS Charter Income Trust $ 6,798 $206,328
MFS Government Markets Income Trust $ 5,820
MFS Intermediate Income Trust $11,656
MFS Multimarket Income Trust $ 6,796
MFS Municipal Income Trust $ 3,882
MFS Special Value Trust $ 966
------------
(1) Each Trustee who is an "interested person" of MFS (within the meaning of the 1940 Act) serves
without any compensation from the Trust.
(2) Information provided for the MFS Charter Income Trust and MFS Government Markets Income Trust
is for the fiscal year ended November 30, 2003. 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, 2003.
(3) For calendar year 2003. Trustees receiving compensation from each Trust served as Trustee of
109 funds within the MFS Fund complex (having aggregate net assets at December 31, 2003 of
approximately $89.6 billion).
(4) Mr. Gunning and Ms. Lane became Trustees on January 27, 2004.
(5) Ms. O'Neill retired in accordance with each Trust's mandatory retirement policy on December
31, 2003.
Prior to December 31, 2001, each Trust had a retirement plan for non-
interested Trustees and Trustees who were not officers of the Trust. Effective
December 31, 2001, each Trust's retirement plan terminated, except with respect
to those Trustees who retired on or before that date. The remaining Trustees
who were previously covered under the retirement plan had their accrued
benefits under the plan "rolled-over" into a deferred compensation arrangement
along with other compensation to account for future benefits they would have
received under the retirement plan if it had continued for such Trustees.
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
NAME OF COMMITTEE FISCAL YEAR(1) FUNCTIONS MEMBERS(2)
----------------------------------------------------------------------------------------------------------
AUDIT COMMITTEE 8 Oversees the accounting and Ives*, Lane*, Poorvu*,
auditing procedures of the Trust Sherratt* and W. Smith*
and, among other things, considers
the selection of the Independent
Registered Public Accounting Firm
for the Trust and the scope of the
audit, and considers the effect on
the independence of those
accountants of any non-audit
services such accountants provide
to the Trust and any audit or non-
audit services such accountants
provide to other MFS Funds, MFS
and/or certain affiliates. The
Committee is also responsible for
the periodic review and approval of
the Trust's custodial, transfer
agency and administrative service
fee arrangements, as well as for
establishing procedures for the
receipt, retention and treatment of
complaints received by the Trust
regarding accounting, internal
accounting controls, or auditing
matters and the confidential,
anonymous submission of concerns
regarding questionable Trust
accounting matters by officers of
the Trust and employees of the
Trust's investment adviser,
administrator, principal
underwriter or any other provider
of accounting-related services to
the Trust.
COMPLIANCE AND GOVERNANCE 1 Oversees the development and Cohn*, Gunning*, Gutow*,
COMMITTEE implementation of the Trust's Ives* (ex-officio
regulatory and fiduciary compliance member), Lane* and
policies, procedures and practices Sherratt*
under the 1940 Act and other
applicable laws as well as
oversight of compliance policies of
the Trust's investment adviser and
certain other service providers as
they relate to Trust activities.
The Trust's Independent Chief
Compliance Officer reports directly
to the Committee and assists the
Committee in carrying out its
responsibilities. In addition, the
Committee advises and makes
recommendations to the Board on
matters concerning Trustee
practices and recommendations
concerning the functions and duties
of the committees of the Board.
CONTRACTS REVIEW 3 Requests, reviews and considers the All non-interested
COMMITTEE information deemed reasonably Trustees of the Board
necessary to evaluate the terms of (Cohn, Gunning, Gutow,
the investment advisory and Ives, Lane, Perera,
principal underwriting agreements Poorvu, Sherratt,
and the Plan of Distribution under E. Smith and W. Smith)
Rule 12b-1 that the Trust proposes
to renew or continue, and to make
its recommendations to the full
Board of Trustees on these matters.
NOMINATION AND 5 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 (Cohn, Gunning, Gutow,
Committee would consider Ives, Lane, Perera,
recommendations by shareholders if Poorvu, Sherratt,
a vacancy were to exist. The E. Smith and W. Smith)
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 6 Oversees the policies, procedures, Cohn*, Gunning*, Gutow*,
MARKETING REVIEW and practices of the Trust with Ives* (ex-officio
COMMITTEE respect to brokerage transactions member), Perera*, and E.
involving portfolio securities as Smith
those policies, procedures, and
practices are carried out by MFS
and its affiliates. The Committee
also oversees the administration of
the Trust's proxy voting policies
and procedures by MFS. In addition,
the Committee receives reports from
MFS regarding the policies,
procedures, and practices of MFS
and its affiliates in connection
with their marketing and
distribution of shares of the
Trust.
PRICING COMMITTEE 1 Oversees the determination of the Ives* (ex-officio
value of the portfolio securities member), Manning,
and other assets held by the Trust Perera*, Poorvu*,
and determines or causes to be E. Smith* and W. Smith*
determined the fair value of
securities and assets for which
market quotations are not "readily
available" in accordance with the
1940 Act. The Committee delegates
primary responsibility for carrying
out these functions to MFS and MFS'
internal valuation committee
pursuant to pricing policies and
procedures approved by the
Committee and adopted by the full
Board, which include methodologies
to be followed by MFS to determine
the fair values of portfolio
securities and other assets held by
the Trust for which market
quotations are not readily
available. The Committee meets
periodically with the members of
MFS' internal valuation committee
to review and assess the quality of
fair valuation and other pricing
determinations made pursuant to the
Trust's pricing policies and
procedures, and to review and
assess the policies and procedures
themselves. The Committee also
exercises the responsibilities of
the Board under the Amortized Cost
Valuation Procedures approved by
the Board on behalf of each Fund
which holds itself out as a "money
market fund" in accordance with
Rule 2a-7 under the 1940 Act.
------------
(1) The number of committee meetings for fiscal years ending October 31, 2003 and November 30, 2003
is the same.
(2) Information about each committee member is set forth above on pages 3, 4 and 5.
* Independent Trustees.
MFS Charter Income Trust and MFS Government Markets Income Trust each held 10
Board meetings during the fiscal year ended November 30, 2003. MFS Intermediate
Income Trust, 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, 2003. Each Trustee attended at least 75% of the Board and
applicable committee meetings noted for each Trust.
Each Trust's Board has adopted a written charter for the Audit Committee that
is attached as Appendix A to this proxy statement as required by applicable
rules. The charter was approved by the Committee on April 27, 2004.
AUDIT COMMITTEE
Each Trust's Audit Committee consists only of Trustees who are not "interested
persons" of the Trust as defined in the 1940 Act and 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 in Item 2 above.
NOMINATION AND COMPENSATION COMMITTEE
The Trustees have adopted a written charter for the Nomination and Compensation
Committee, a copy of which is included as Appendix B to this Proxy Statement.
The Trusts do not currently maintain a website on which the charter is
available.
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
Board's composition 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, attached to this Proxy Statement as Appendix B.
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. Please refer to Appendix B for details.
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.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
The Board of Trustees of each Trust has adopted procedures by which
shareholders may send communications to the Board. Shareholders may mail
written communications to the Board to the attention of the Board of Trustees,
[Name of Trust], c/o Massachusetts Financial Services Company, 500 Boylston
Street, Boston, MA 02116, Attention: Frank Tarantino, Independent Chief
Compliance Officer. Shareholder communications must (i) be in writing and be
signed by the shareholder and (ii) 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 Board meeting or
(ii) if the ICCO determines that the communication requires more immediate
attention, the ICCO shall 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 Massachusetts Financial Services Company.
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.
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.
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., 500 Boylston Street, Boston Massachusetts 02116, which
is in turn an indirect majority-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 Assurance Company of Canada-
U.S. Operations Holdings, Inc., is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada, 150 King Street West, 14th Floor, Toronto, Canada
MSH 1J9, which in turn is a wholly-owned subsidiary of Sun Life Financial Inc.,
at the same address.
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 Dr. Cohn, Mr. Manning, Mr. Perera and Ms. Smith as Trustees of the Trust (if
still available for election) and ratification FOR the selection of the
applicable Independent Registered Public Accounting Firm.
All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as Trustee, will be
counted toward establishing a quorum. A majority of a Trust's outstanding
shares entitled to be cast at the Meeting present in person or represented by
proxy, constitutes a quorum, except that with respect to the election of Ms.
Smith 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. Passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes are
cast FOR the proposal. With respect to the election of Trustees and the
ratification of public accountants, neither withholding authority to vote nor
abstentions nor broker non-votes have any effect on the outcome of the voting
on either item.
Each Trust will reimburse the record holders of its shares for their expenses
incurred in sending proxy material to and obtaining voting instructions from
beneficial owners.
Each Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is each
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of
proxy.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 2005 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 13,
2005. 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 2005 Annual Meeting of
Shareholders without including the proposal in the Trust's proxy statement must
ensure that the proposal is received by the Trust in good order and in
compliance with all applicable legal requirements and requirements set forth in
the Trust's By-Laws and Declaration of Trust by June 27, 2005 at the Trust's
principal office at 500 Boylston Street, Boston, Massachusetts 02116. The
persons named as proxies for the 2005 Annual Meeting of Shareholders will have
discretionary authority to vote on all matters presented at the meeting
consistent with the SEC's proxy rules.
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 a Trust's shares, to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange. Such persons are
required by SEC regulation to furnish each Trust with copies of all Section
16(a) forms they file in relation to that Trust.
Based solely on a review of the copies of Forms 3, 4 and 5 and amendments
thereto furnished to each Trust during and with respect to its most recent
fiscal year, each Trust believes that during its 2003 fiscal year, all Section
16(a) filing requirements applicable to Trustees, directors and certain
officers of the Trust and MFS and greater than ten percent beneficial owners
were complied with except as follows: MFS Special Value Trust believes that J.
Dale Sherratt (Trustee) did not file a Form 4 (Statement of Changes of
Beneficial Ownership) on a timely basis with respect to the purchase of shares
of the Trust. Mr. Sherratt filed a Form 5 (Annual Statement of Beneficial
Ownership) for the fiscal year ending October 31, 2003 to report the
transaction that he failed to report on Form 4.
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, this Notice and 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. If you
need additional copies of this Proxy Statement and you are the holder of record
of your shares, please contact MFS at 1-800-637-2304. If your shares are held
in broker street name please contact your financial service firm to obtain
additional copies of this proxy statement. If you do not want the mailing of
this Proxy Statement to be combined with those for other members of your
household, contact MFS Service Center, Inc., in writing at 2 Avenue de
Lafayette, Boston, MA 02111 or your financial service firm.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
August 11, 2004MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
APPENDIX A
MFS FUNDS BOARD
AUDIT COMMITTEE CHARTER
(ADOPTED AS OF APRIL 27, 2004)
The Board of Trustees (the "Board") of each of the Trusts listed in Appendix A
hereto, as the same may be periodically updated (each a "Trust" and,
collectively, the "Trusts"), has adopted this Charter to govern the activities
of the Audit Committee (the "Committee") of the particular Board with respect
to its oversight of each series of a Trust and each Trust which is itself a
single series (each such series a "Fund" and, collectively, the "Funds"). This
Charter supercedes and replaces any Audit Committee charter previously adopted
by the Board or a committee of the Board.
STATEMENT OF PURPOSE AND FUNCTIONS
The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's
financial statements, the Fund's compliance with legal and regulatory
requirements related to the Fund's financial reporting and internal
controls(1), the qualifications and independence of the Fund's Independent
Registered Public Accounting Firm, and the performance of the Fund's internal
control systems and Independent Registered Public Accounting Firm. With respect
to each closed-end Fund, the Committee's purpose is also to prepare or cause to
be prepared reports required by Securities and Exchange Commission rules to be
included in the Fund's annual proxy statements.
------------
(1) The Committee will oversee the Fund's compliance with legal and regulatory
requirements relating to the Fund's accounting and financial reporting
policies and practices and its internal controls. The Board has
established other committees, including a Compliance and Governance
Committee, to oversee the Fund's compliance with other legal and
regulatory requirements.
The Committee's function is oversight. The authority and responsibilities of
the Committee set forth in this Charter do not reflect or create any duty,
obligation or responsibility of the Committee to plan or conduct Fund audits,
to prepare or determine or certify that the Fund's financial statements are
complete, accurate, fairly presented, or in accordance with generally accepted
accounting principles or applicable law, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. The Committee's
oversight role does not provide any expert or special assurance as to the
Fund's financial statements or other financial information provided by the Fund
to its shareholders, and it is not the Committee's responsibility to guarantee
any Independent Registered Public Accounting Firm's report. Fund management is
responsible for Fund accounting and the implementation and maintenance of the
Fund's internal control systems, and the Independent Registered Public
Accounting Firm are responsible for conducting a proper audit of the Fund's
financial statements and for reviewing the Funds' unaudited interim financial
statements. Members of the Committee are not employees of the Fund and, in
serving on this Committee, are not, and do not hold themselves out to be,
acting as accountants or auditors. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures. Each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations within management and outside the Fund from which it receives
information and (ii) the accuracy of financial and other information provided
to the Committee by such persons or organizations absent actual knowledge to
the contrary.
MEMBERSHIP
The Committee shall be comprised of as many trustees as the Board of Trustees
shall determine, but in any event not less than three (3) Trustees. Each member
of the Committee must be a member of the Board. The Board may remove or replace
any member of the Committee at any time in its sole discretion. One or more
members of the Committee may be designated by the Board as the Committee's
chair or co-chair, as the case may be.
No member of the Committee may be an "interested person" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and each member of the Committee must otherwise
satisfy the standards for independence of an audit committee member of an
investment company issuer as set forth in Rule 10A-3(b) under the Securities
Exchange Act of 1934, as amended, and under applicable listing standards of the
New York Stock Exchange (the "NYSE"). Each member of the Committee must be
"financially literate" (or must become so within a reasonable time after his or
her appointment to the Committee) and at least one member of the Committee must
have "accounting or related financial management expertise," in each case as
the Board interprets such qualification in its business judgment under NYSE
listing standards.
RESPONSIBILITIES AND DUTIES
The Committee's policies and procedures shall remain flexible to facilitate the
Committee's ability to react to changing conditions and to generally discharge
its functions. The following describe areas of attention in broad terms. The
Committee shall:
1. Determine the selection, retention or termination of the Fund's Independent
Registered Public Accounting Firm based on an evaluation of their independence
and the nature and performance of the audit and any permitted non-audit
services. Decisions by the Committee concerning the selection, retention or
termination of the Independent Registered Public Accounting Firm shall be
submitted to the Board for ratification in accordance with the requirements of
Section 32(a) of the Investment Company Act. The Fund's Independent Registered
Public Accounting Firm must report directly to the Committee, which shall be
responsible for resolution of disagreements between management and the
Independent Registered Public Accounting Firm relating to financial reporting.
2. To consider the independence of the Fund's Independent Registered Public
Accounting Firm at least annually, and in connection therewith receive on a
periodic basis formal written disclosures and letters from the Independent
Registered Public Accounting Firm as required by the Independence Standards
Board Standard ("ISB") No. 1.
3. To the extent required by applicable regulations, pre-approve (i) all audit
and permitted non-audit services rendered by the Independent Registered Public
Accounting Firm to the Fund and (ii) all non-audit services rendered by the
Independent Registered Public Accounting Firm to the Fund's investment adviser
and to certain of the investment adviser's affiliates. The Committee may
establish policies and procedures pursuant to which such pre-approval is
granted, which may include pre-approval by other than by the full Committee.
4. Review any non-audit services provided by the Independent Registered Public
Accounting Firm to the Fund's investment adviser and certain of its affiliates
that were not subject to pre-approval by the Committee under paragraph 3 above,
and the fees associated therewith.
5. If and to the extent that the Fund intends to have employees, set clear
policies for the hiring by the Fund of employees or former employees of the
Fund's Independent Registered Public Accounting Firm.
6. Obtain and review at least annually a report from the Independent Registered
Public Accounting Firm describing (i) the accounting firm's internal
quality-control procedures and (ii) any material issues raised (a) by the
accounting firm's most recent internal quality-control review or peer review or
(b) by any governmental or other professional inquiry or investigation
performed within the preceding five years respecting one or more independent
audits carried out by the firm, and any steps taken to address any such issues.
7. Review with the Fund's Independent Registered Public Accounting Firm
arrangements for and the scope of the annual audit and any special audits,
including the form of any opinion proposed to be rendered to the Board and
shareholders of the Fund.
8. Discuss with management and the Independent Registered Public Accounting
Firm the Fund's audited financial statements, including any narrative
discussion by management concerning the Fund's financial condition and
investment performance; discuss with the Independent Registered Public
Accounting Firm matters required by Statement of Accounting Standards ("SAS")
No. 61 and any other matters required to be reported to the Committee under
applicable law; and provide a statement whether, based on its review of the
Fund's audited financial statements, the Committee recommends to the Board that
the audited financial statements be included in the Fund's Annual Report.
9. Discuss with management the Fund's unaudited financial statements.
10. Review with the Independent Registered Public Accounting Firm any audit
problems or difficulties encountered in the course of their audit work and
management's responses thereto.
11. Review with management and, as applicable, with the Independent Registered
Public Accounting Firm the Fund's accounting and financial reporting policies,
practices and internal controls, and management's guidelines and policies with
respect to risk assessment and risk management, including the effect on the
Fund of any recommendation of changes in accounting principles or practices by
management or the Independent Registered Public Accounting Firm.
12. Receive any reports from the Fund's Independent Registered Public
Accounting Firm, Chief Executive Officer or Chief Financial Officer relating to
(i) significant deficiencies or material weaknesses in the design or operation
of internal control over the Fund's financial reporting which are reasonably
likely to adversely affect the Fund's ability to record, process, summarize,
and report financial information and (ii) the maintenance and design of the
Fund's internal controls over financial reporting.
13. With respect to each closed-end Fund, discuss with management the Fund's
earnings press releases as well as financial information and earnings guidance
provided by management to analysts and rating agencies, if any. The Committee
may discharge this responsibility by discussing the general types of
information to be disclosed by the Fund and the form of presentation (i.e., a
case-by-case review is not required) and need not discuss in advance each such
release of information.
14. Establish procedures for (i) the receipt, retention, and treatment of
complaints received by the Fund regarding accounting, internal accounting
controls, or auditing matters; and (ii) the confidential, anonymous submission
by employees of the Fund, the Fund's investment adviser, administrator,
principal underwriter (if any) or any other provider of accounting-related
services for the Fund of concerns regarding accounting or auditing matters.
15. Investigate or initiate the investigation of any improprieties or suspected
improprieties in the Fund's accounting operations or financial reporting.
16. Review with counsel legal and regulatory matters that have a material
impact on the Fund's financial and accounting reporting policies and practices
or its internal controls.
17. Report to the Board on the Committee's activities ordinarily at each
regularly scheduled Board meeting (but at least annually) or at such other
times as requested by the Board or deemed appropriate by the Committee.
18. Periodically review and approve the Fund's custodial, transfer agency and
administrative service fee arrangements.
19. Perform such other functions consistent with this Charter, the Agreement
and Declaration of Trust and Bylaws applicable to the Fund, and applicable law
or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as
set forth in this Charter to a subcommittee of one or more members of the
Committee. The Committee may also delegate certain responsibilities to the
Treasurer and Chief Financial Officer of the Fund. Any action taken by a
subcommittee or by the Treasurer and Chief Financial Officer shall be presented
to the full Committee for ratification at the Committee's next regularly
scheduled meeting.
MEETINGS
The Committee will ordinarily meet in connection with all regularly scheduled
Board meetings and otherwise as and when the Committee determines necessary or
appropriate in accordance with the Fund's By-Laws. At least annually, the
Committee shall meet separately with the Independent Registered Public
Accounting Firm and separately with the representatives of Fund management
responsible for the financial and accounting operations of the Fund, including
the Fund's Treasurer and Chief Financial Officer or such other person as may
have primary responsibility for the Fund's financial and accounting operations,
and shall also meet separately with representatives of MFS's internal audit
department with responsibility for oversight of Fund matters. A Chair of the
Trustees, the chair or vice-chair of the Committee or a majority of the members
of the Committee are authorized to call a meeting of the Committee and send
notice thereof.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT
The appropriate officers of the Fund shall provide or arrange to provide such
information, data and services as the Committee may request. The Committee
shall have the authority to engage at the Fund's expense independent counsel
and other experts and consultants whose expertise the Committee considers
necessary to carry out its responsibilities. The Fund shall provide for
appropriate funding, as determined by the Committee, for the payment of: (i)
compensation of the Fund's Independent Registered Public Accounting Firm for
the issuance of an audit report relating to the Fund's financial statements or
the performance of other audit, review or attest services for the Fund; (ii)
compensation of independent legal counsel or other advisers retained by the
Committee; and (iii) ordinary administrative expenses of the Committee that are
necessary or appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.
ANNUAL EVALUATIONS
The Committee shall review and reassess the adequacy of this Charter at least
annually and recommend any changes to the Board. In addition, the performance
of the Committee shall be evaluated at least annually by the Board or the
Committee itself.
ADOPTION AND AMENDMENTS
The Board shall adopt and approve this Charter and may amend the Charter at
any time on the Board's own motion.
APPENDIX A
TRUSTS COVERED BY THE CHARTER
(AS OF JULY 20, 2004)
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government Securities Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust
APPENDIX B
MFS FUNDS BOARD
NOMINATION AND COMPENSATION COMMITTEE CHARTER
(ADOPTED AS OF JULY 20, 2004)
The Board of Trustees (the "Board") of each of the Trusts listed in Appendix A
hereto, as the same may be periodically updated (each a "Trust" and,
collectively, the "Trusts"), has adopted this Charter to govern the activities
of the Nomination and Compensation Committee (the "Committee") of the
particular Board on behalf of each series of a Trust and each Trust which is
itself a single series (each such series a "Fund" and, collectively, the
"Funds"). This Charter applies separately to each Trust and its particular
Board and Committee, and shall be interpreted accordingly.
STATEMENT OF PURPOSES AND RESPONSIBILITIES
The Committee is responsible for (i) determining requisite standards or
qualifications for nominees to serve as trustees on the Board, (ii) identifying
possible candidates to become members of the Board in the event that a trustee
position is vacated or created and/or in contemplation of a shareholders'
meeting at which one or more trustees is to be elected, and (iii) considering
and evaluating such candidates and recommending trustee nominees for the
Board's approval.
In addition, the Committee is responsible for recommending for approval by the
Board the structure and levels of compensation and other related benefits to be
paid or provided by the Funds to Board members ("Independent Trustees") who are
not "interested persons" of the Trust, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act").
ORGANIZATION AND GOVERNANCE
The Committee shall be comprised of all of the Independent Trustees on the
Board, and shall not include any members who are not Independent Trustees.
One or more members of the Committee may be designated by the Board as the
Committee's chair or co-chair, as the case may be. The Committee may delegate
any portion of it authority or responsibilities to a sub-committee of one or
more members.
The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary or
appropriate in accordance with the Trust's By-Laws. The Chair of the Trustees,
the chair or vice-chair of the Committee or a majority of the members of the
Committee are authorized to call a meeting of the Committee and send notice
thereof or direct that such notice be sent.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
COMMITTEE DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Committee include:
Nomination
1. To determine requisite standards or qualifications for trustees nominees.
The Committee currently requires at minimum that trustee candidates have a
college degree or equivalent business and related industry experience.
2. To identify potential candidates to become members of the Board in the event
that a trustee position is vacated or created and/or in contemplation of a
shareholders' meeting at which one or more trustees is to be elected. The
Committee may consider candidates recommended by one or more of the
following sources: (i) the Fund's current Trustees, (ii) the Fund's
officers, (iii) the Fund's investment adviser(s), (iv) the Fund's
shareholders (see 4. below) and (v) any other source the Committee deems to
be appropriate. The Committee may, but is not required to, retain a third
party search firm at the Fund's expense to identify potential candidates.
3. To consider and evaluate candidates identified in 2. above and recommend
trustee nominees for the Board's approval. In considering and evaluating
candidates, the Committee may take into account a wide variety of factors,
including (but not limited to): (i) availability and commitment of a
candidate to attend meetings and perform his or her responsibilities on the
Board, (ii) relevant business and related industry experience, (iii)
educational background, (iv) financial expertise, (v) experience with
corporate governance matters, (vi) an assessment of the candidate's ability,
judgment and expertise, (vii) overall diversity of the Board's composition,
(viii) the percentage of the Board represented by Independent Trustees and
whether a candidate would qualify as an Independent Trustee under the 1940
Act, and (ix) such other factors as the Committee deems appropriate.
4. To consider and evaluate nominee candidates properly submitted by
shareholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix B to this Charter, as it may be
amended from time to time by the Committee, sets forth procedures that must
be followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted in accordance with
Appendix B will not be considered by the Committee).
Compensation
1. To recommend for approval by the Board the structure and levels of
compensation and any related benefits to be paid or provided by the Funds to
the Independent Trustees for their services on the Board and any Committees
of the Board.
2. In formulating the Committee's recommendations in 1. above, to periodically
(and at least annually) review and assess the compensation and any related
benefits paid or provided by the Funds to the Independent Trustees based
upon facts and circumstances applicable to the Funds, relevant industry
practice, the goal of attracting and retaining highly qualified individuals
to serve as Independent Trustees and such other factors that the Committee
deems appropriate.
General
1. To make such other recommendations and reports to the Board within the scope
of the Committee's functions.
2. To discharge any other duties or responsibilities delegated to the Committee
by the Board from time to time.
APPENDIX A
TRUSTS COVERED BY THE CHARTER
(AS OF JULY 20, 2004)
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government Securities Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust
APPENDIX B
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
(AS OF JULY 20, 2004)
A shareholder must follow the following procedures in order to properly submit
a recommendation for a trustee nominee for the Committee's consideration:
1. The shareholder must submit any such recommendation in writing to the
applicable Trust(s), to the attention of the Secretary, at the address of
the principal executive offices of the Trust(s).
2. The shareholder recommendation must include, with respect to each applicable
Trust:
(i) a statement in writing setting forth (A) the name, date of birth,
business address and residence address of the person recommended by
the shareholder (the "candidate"); and (B) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Trust (as defined in the Investment Company Act of
1940, as amended) and, if not an "interested person," information
regarding the candidate that will be sufficient for the Trust to make
such determination and, if applicable, similar information regarding
whether the candidate would satisfy the standards for independence of
a Board member under listing standards of the New York Stock Exchange
or other applicable securities exchange.
(ii) the written and manually signed consent of the candidate to be named
as a nominee and to serve as a Trustee if elected;
(iii) the recommending shareholder's name as it appears on the Trust's books
and the class or series and number of all shares of the Trust owned
beneficially and of record by the recommending shareholder (as
evidenced to the Committee's satisfaction by a recent brokerage or
account statement); and
(iv) a description of all arrangements or understandings between the
recommending shareholder and the candidate and any other person or
persons (including their names) pursuant to which the recommendation
is being made by the recommending shareholder.
In addition, the Committee may require the candidate to furnish such other
information as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board and information regarding
the candidate that would be required to be disclosed if the candidate were a
nominee in a proxy statement or other filing required to be made in connection
with solicitation of proxies for election of Trustees.
[Logo] M F S(R) MFS-CE-PRX-8/04
INVESTMENT MANAGEMENT 246M
[Logo] M F S(R)
INVESTMENT MANAGEMENT
P.O. BOX 9132, HINGHAM, MA 02043-9132
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST
PROXY FOR A MEETING OF SHAREHOLDERS
FUND NAME PRINTS HERE TO BE HELD ON OCTOBER 7, 2004
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes 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 7, 2004 at 9:30
a.m., Boston time, and at any adjournments thereof, all of the common shares of
the Trust which the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. 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 PROPOSALS ON THE REVERSE SIDE.
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
Date
-----------------------------
Signature (PLEASE SIGN WITHIN BOX)
----------------------------------
----------------------------------
NOTE: Please sign exactly as name
appears on this card. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian
for a minor, please give full title
as such. If a corporation, please
sign in full corporate name and
indicate the signer's office. If a
partnership, sign in the
partnership name.
MFS-MFM common - fg
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.
FOR all WITHHOLD
ITEM 1. To elect Trustees. nominees authority
listed to
(except as vote for
marked to all
NOMINEES: (01) Lawrence H. Cohn, M.D., (02) Robert J. Manning, (03) Lawrence T. Perera, the contrary nominees
(04) Elaine R. Smith at left)
INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee's name [ ] [ ]
in the space provided below.
----------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
ITEM 2. To ratify the selection of independent public accountants for the current fiscal year. [ ] [ ] [ ]
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MFS-MFM common - fg
[Logo] M F S(R)
INVESTMENT MANAGEMENT
P.O. BOX 9132, HINGHAM, MA 02043-9132
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST
PROXY FOR A MEETING OF SHAREHOLDERS
FUND NAME PRINTS HERE TO BE HELD ON OCTOBER 7, 2004
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes 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 7, 2004 at 9:30
a.m., Boston time, and at any adjournments thereof, all of the preferred shares
of the Trust which the undersigned would be entitled to vote if personally
present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. 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 PROPOSALS ON THE REVERSE SIDE.
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
Date
-----------------------------
Signature (PLEASE SIGN WITHIN BOX)
----------------------------------
----------------------------------
NOTE: Please sign exactly as name
appears on this card. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian
for a minor, please give full title
as such. If a corporation, please
sign in full corporate name and
indicate the signer's office. If a
partnership, sign in the
partnership name.
MFS-MFM preferred - fg
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.
FOR all WITHHOLD
ITEM 1. To elect Trustees. nominees authority
listed to
(except as vote for
marked to all
NOMINEES: (01) Lawrence H. Cohn, M.D., (02) Robert J. Manning, (03) Lawrence T. Perera, the contrary nominees
(04) Elaine R. Smith at left)
INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee's name [ ] [ ]
in the space provided below.
----------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
ITEM 2. To ratify the selection of independent public accountants for the current fiscal year. [ ] [ ] [ ]
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MFS-MFM preferred - fg
[Logo] M F S(R)
INVESTMENT MANAGEMENT
P.O. BOX 9132, HINGHAM, MA 02043-9132
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST
PROXY FOR A MEETING OF SHAREHOLDERS
FUND NAME PRINTS HERE TO BE HELD ON OCTOBER 7, 2004
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes 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 7, 2004 at 9:30
a.m., Boston time, and at any adjournments thereof, all of the shares of the
Trust which the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. 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 PROPOSALS ON THE REVERSE SIDE.
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED.
Date
-----------------------------
Signature (PLEASE SIGN WITHIN BOX)
----------------------------------
----------------------------------
NOTE: Please sign exactly as name
appears on this card. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian
for a minor, please give full title
as such. If a corporation, please
sign in full corporate name and
indicate the signer's office. If a
partnership, sign in the
partnership name.
MFS-MGF/MMT/MFV/MCR/MIN - fg
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.
FOR all WITHHOLD
ITEM 1. To elect Trustees. nominees authority
listed to
(except as vote for
marked to all
NOMINEES: (01) Lawrence H. Cohn, M.D., (02) Robert J. Manning, (03) Lawrence T. Perera, the contrary nominees
(04) Elaine R. Smith at left)
INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee's name [ ] [ ]
in the space provided below.
----------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
ITEM 2. To ratify the selection of independent public accountants for the current fiscal year. [ ] [ ] [ ]
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MFS-MGF/MMT/MFV/MCR/MIN - fg