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 2006 Annual Meeting of Shareholders
To be held on October 6, 2006
The 2006 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 Friday, October 6, 2006,
for the following purposes:
ITEM 1. To elect Robert E. Butler, David H. Gunning, Robert C. Pozen and J.
Dale Sherratt as Trustees of each Trust; and
ITEM 2. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
Each Trust will hold a separate meeting. Shareholders of each Trust will vote
separately on each item.
THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE
IN FAVOR OF ITEM 1.
Only a Trust's shareholders of record on August 7, 2006 will be entitled to
vote at that Trust's Meeting of Shareholders.
By order of the Board of Trustees
SUSAN S. NEWTON
Assistant Secretary and Assistant Clerk
August 18, 2006
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A
SECOND SOLICITATION FOR YOUR TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of MFS Charter Income Trust,
MFS Government Markets Income Trust, MFS Intermediate Income Trust, MFS
Multimarket Income Trust, MFS Municipal Income Trust and MFS Special Value
Trust (each, a "Trust" and collectively, the "Trusts") to be used at the
Meeting of Shareholders of each Trust (each, a "Meeting") to be held at 9:30
a.m. on October 6, 2006 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 7, 2006, 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 60,152,092.45 N/A
MFS Government Markets Income Trust 57,941,044.74 N/A
MFS Intermediate Income Trust 126,653,052.83 N/A
MFS Multimarket Income Trust 83,751,128.15 N/A
MFS Municipal Income Trust 40,042,397.54 5,600
MFS Special Value Trust 6,820,752.01 N/A
Shareholders of record at the close of business on August 7, 2006 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 18, 2006. In addition to
soliciting proxies by mail, the Trustees of your Trust and employees of
Massachusetts Financial Services Company ("MFS"), the Trust's investment
adviser and administrator, may solicit proxies in person or by telephone. The
expenses of the preparation of proxy statements and related materials,
including printing and delivery costs, are borne by each Trust.
A copy of each Trust's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Service Center, Inc., each Trust's
transfer and shareholder servicing agent, 500 Boylston Street, Boston,
Massachusetts 02116, or by telephoning toll-free (877) 383-7949.
ITEM 1 -- ELECTION OF TRUSTEES
The Board of Trustees, which oversees each Trust, provides broad supervision
over the affairs of each Trust. Those Trustees who are not "interested persons"
(as defined in the Investment Company Act of 1940, as amended (the "1940 Act"))
of your Trust or of MFS are referred to as "Independent Trustees" throughout
this Proxy Statement. MFS is responsible for the investment management of each
Trust's assets and for providing a variety of other administrative services to
each Trust. The officers of each Trust are responsible for its operations.
The Board has fixed the number of Trustees of each Trust at twelve. Under the
provisions of each Trust's Declaration of Trust, the Trustees are divided into
three classes, each having a term of three years. The Nomination and
Compensation Committee has recommended that the Board nominate for election by
shareholders Robert E. Butler, David H. Gunning, Robert C. Pozen and J. Dale
Sherratt as Trustees of the class whose term will expire at the 2009 Annual
Meeting of Shareholders (or special meeting in lieu thereof) of each Trust, and
the Board of Trustees has nominated such individuals. Each nominee is presently
a Trustee of each Trust and has agreed to serve as a Trustee of each Trust if
elected. The Board of Trustees recommends that you vote in favor of their
election.
It is intended that proxies not limited to the contrary will be voted in favor
of electing Messrs. Butler, Gunning, Pozen and Sherratt. 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 2007 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);
Secretary of Economic Affairs,
The Commonwealth of
Massachusetts (January 2002 to
December 2002); Fidelity
Investments, Vice Chairman
(June 2000 to December 2001);
Fidelity Management & Research
Company (investment adviser),
President (March 1997 to July
2001); Bell Canada Enterprises
(telecommunications),
Director; Medtronic, Inc.
(medical technology),
Director; Telesat (satellite
communications), Director
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INDEPENDENT TRUSTEES
J. Atwood Ives Trustee and Chair February 1992 2008 Private investor; Eastern
(born 05/01/36) of Trustees Enterprises (diversified
services company), Chairman,
Trustee and Chief Executive
Officer (until November 2000)
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Robert E. Butler(4) Trustee January 2006 2009 Consultant - regulatory and
(born 11/29/41) compliance matters (since July
2002); PricewaterhouseCoopers
LLP (professional services
firm), Partner (November 2000
until June 2002)
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Lawrence H. Cohn, M.D. Trustee August 1993 2007 Brigham and Women's Hospital,
(born 03/11/37) Chief of Cardiac Surgery
(until 2005); Harvard Medical
School, Professor of Surgery;
Brigham and Women's Hospital
Physician's Organization Chair
(2000 to 2004)
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David H. Gunning Trustee January 2004 2009 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
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William R. Gutow Trustee December 1993 2008 Private investor and real
(born 09/27/41) estate consultant; Capitol
Entertainment Management
Company (video franchise),
Vice Chairman
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Michael Hegarty Trustee December 2004 2008 Retired; AXA Financial
(born 12/21/44) (financial services and
insurance), Vice Chairman and
Chief Operating Officer (until
May 2001); The Equitable Life
Assurance Society (insurance),
President and Chief Operating
Officer (until May 2001)
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Lawrence T. Perera Trustee July 1981 2007 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 2007 Private investor; Prism
(born 08/05/57) Venture Partners (venture
capital), Co-founder and
General Partner (until June
2004); St. Paul Travelers
Companies (commercial property
liability insurance), Director
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Robert W. Uek Trustee January 2006 2008 Retired (since 1999);
(born 05/18/41) PricewaterhouseCoopers LLP
(professional services firm),
Partner (until 1999);
Consultant to investment
company industry (since 2000);
TT International Funds (mutual
fund complex), Trustee (2000
until 2005); Hillview
Investment Trust II Funds
(mutual fund complex), Trustee
(2000 until 2005)
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(1) Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment
unless indicated otherwise.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e.,
"public companies").
(3) "Interested person" of the trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940
Act), which is the principal federal law governing investment companies like the fund, as a result of position with
MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
(4) In 2004 and 2005, Mr. Butler provided consulting services to the independent compliance consultant retained by MFS
pursuant to its settlement with the SEC concerning market timing and related matters. The terms of that settlement
required that compensation and expenses related to the independent compliance consultant be borne exclusively by MFS
and, therefore, MFS paid Mr. Butler for the services he rendered to the independent compliance consultant. In 2004
and 2005, MFS paid Mr. Butler a total of $351,119.29.
Each current Trustee listed above serves as a board member of 99 funds within
the MFS Family of Funds. The address of each Trustee and of each Advisory
Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.
Information about each Trust, including information about its investment
adviser and administrator, independent registered public accounting firm,
executive officers, and the interests of certain persons appears under "Trust
Information" beginning on page 17.
REQUIRED VOTE. For each 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,
the preferred and common shares vote together as a single class.
THE TRUSTEES OF THE TRUSTS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
TRUSTS VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF EACH TRUST.
COMMITTEES
Each Trust's Board of Trustees meets regularly throughout the year to discuss
matters and take certain actions relating to the Trust. Each Trust's Board has
several standing committees, which are described below.
NUMBER OF
MEETINGS
IN LAST CURRENT
NAME OF COMMITTEE FISCAL YEAR(1) FUNCTIONS MEMBERS(2)
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AUDIT COMMITTEE 16 Oversees the accounting and Butler*, Sherratt*,
auditing procedures of the Trust Thomsen* and Uek*
and, among other things, considers
the selection of the independent
accountants for the Trust and the
scope of the audit, and considers
the effect on the independence of
those accountants of any non-audit
services such accountants provide
to the Trust and any audit or non-
audit services such accountants
provide to other MFS Trusts, MFS
and/or certain affiliates. The
Committee is also responsible for
establishing procedures for the
receipt, retention and treatment of
complaints received by the Trust
regarding accounting, internal
accounting controls, or auditing
matters and the confidential,
anonymous submission of concerns
regarding questionable Trust
accounting matters by officers of
the Trust and employees of the
Trust's investment adviser,
administrator, principal
underwriter or any other provider
of accounting-related services to
the Trust.
COMPLIANCE AND GOVERNANCE 7 Oversees the development and Butler*, Cohn*,
COMMITTEE implementation of the Trust's Gunning*, Gutow*,
regulatory and fiduciary compliance Hegarty* and Sherratt*
policies, procedures and practices under
the 1940 Act and other applicable laws as
well as oversight of compliance policies
of the Trust's investment adviser and
certain other service providers as they
relate to Trust activities. The Trust's
Independent Chief Compliance Officer,
reports directly to the Committee and
assists the Committee in carrying out its
responsibilities. In addition, the
Committee advises and makes
recommendations to the Board on matters
concerning Trustee practices and
recommendations concerning the functions
and duties of the committees of the
Board.
CONTRACTS REVIEW 5 Requests, reviews and considers the All non-interested
COMMITTEE information deemed reasonably Trustees of the Board
necessary to evaluate the terms of (Butler, Cohn, Gunning,
the investment advisory and principal Gutow, Hegarty, Ives,
underwriting agreements and the Plan Perera, Sherratt,
of Distribution under Rule 12b-1 that the Thomsen and Uek)
Trust 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 non-interested
COMPENSATION COMMITTEE the Board in the event that a Trustees of the Board
position is vacated or created. The (Butler, Cohn, Gunning,
Committee will consider recommendations Gutow, Hegarty, Ives,
by shareholders when a vacancy exists. Perera, Sherratt,
Shareholders wishing to recommend Thomsen and Uek)
candidates for Trustee for consideration
by the Committee may do so by writing to
the Trust's Secretary at the principal
executive office of the Trust. Such
recommendations must be accompanied by
biographical and occupational data on the
candidate (including whether the
candidate would be an "interested person"
of the Trust), a written consent of the
candidate to be named as a nominee and to
serve as Trustee if elected, record and
ownership information for the
recommending shareholder with respect to
the Trust, and a description of any
arrangements or understandings regarding
recommendation of the candidate for
consideration. The Committee is also
responsible for making recommendations to
the Board regarding any necessary
standards or qualifications for service
on the Board. The Committee also reviews
and makes recommendations to the Board
regarding compensation for the
non-interested Trustees.
PORTFOLIO TRADING AND 7 Oversees the policies, procedures, Cohn*, Gunning*, Gutow*,
MARKETING REVIEW and practices of the Trust with Hegarty* and Perera*
COMMITTEE respect to brokerage transactions
involving portfolio securities as those
policies, procedures, and practices are
carried out by MFS and its affiliates.
The Committee also oversees the
administration of the Trust's proxy
voting policies and procedures by MFS.
In addition, the Committee receives
reports from MFS regarding the
policies, procedures, and practices of
MFS and its affiliates in connection
with their marketing and distribution
of shares of the Trust.
PRICING COMMITTEE 7 Oversees the determination of the Perera*, Thomsen* and
value of the portfolio securities Uek*
and other assets held by the Trust
and determines or causes to be
determined the fair value of
securities and assets for which
market quotations are not "readily
available" in accordance with the
1940 Act. The Committee delegates
primary responsibility for carrying
out these functions to MFS and MFS'
internal valuation committee
pursuant to pricing policies and
procedures approved by the
Committee and adopted by the full
Board, which include methodologies
to be followed by MFS to determine
the fair values of portfolio
securities and other assets held by
the Trust for which market
quotations are not readily
available. The Committee meets
periodically with the members of
MFS' internal valuation committee
to review and assess the quality of
fair valuation and other pricing
determinations made pursuant to the
Trust's pricing policies and
procedures, and to review and
assess the policies and procedures
themselves. The Committee also
exercises the responsibilities of
the Board under the Amortized Cost
Valuation Procedures approved by
the Board on behalf of each Trust
which holds itself out as a "money
market fund" in accordance with
Rule 2a-7 under the 1940 Act.
SERVICES CONTRACTS 2** Reviews and evaluates the Gunning*, Sherratt* and
COMMITTEE contractual arrangements of the Thomsen*
Trust relating to transfer agency,
administrative services, custody,
pricing and bookkeeping services and
lending of portfolio securities, and
makes recommendations to the full Board
of Trustees on these matters.
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(1) The number of committee meetings for fiscal years ending October 31, 2005 and November 30, 2005 is the
same.
(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 any of the standing Committees of the Board, he is invited to and attends many of the
Committees' meetings in his capacity as Chair of the Trustees.
* Independent Trustees.
** The Board of Trustees established the Services Contracts Committee on September 27, 2005. For periods
prior to September 27, 2005, the functions of the Services Contracts Committee were performed by the
Fund's Audit Committee.
The Trustees generally hold at least nine regular meetings each calendar year.
These regular meetings take place over a two-day period. The performance and
operations of each of the Trusts is reviewed by the Trustees at each meeting
and more in-depth reviews of particular Trusts are conducted by the Trustees
throughout the year. MFS Charter Income Trust and MFS Government Markets Income
Trust each held 10 Board meetings during the fiscal year ended November 30,
2005. MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS
Municipal Income Trust and MFS Special Value Trust each held 10 Board meetings
during the fiscal year ended October 31, 2005. Each Trustee attended at least
75% of the Board and applicable committee meetings noted for each Trust.
AUDIT COMMITTEE
Each Trust's Audit Committee consists only of Independent Trustees and Trustees
who are independent of the Trust as defined by New York Stock Exchange Listing
Standards. Each Trust's Audit Committee's report on the Trust's most recent
audited financials is included below. Each Trust's Board has adopted a written
charter for the Audit Committee that is attached as Exhibit 1 to this proxy.
The charter was approved by the Committee on April 27, 2004 and amended by the
Committee as of December 15, 2005.
NOMINATION AND COMPENSATION COMMITTEE
The Trustees have adopted a written charter for the Nomination and Compensation
Committee. Although the Trusts currently do not maintain a website on which the
charter is available, the charter was attached as an exhibit to the 2004 proxy
statement.
Each Trust's Nomination and Compensation Committee consists only of Independent
Trustees and Trustees who are independent of the Trust as defined by New York
Stock Exchange Listing Standards.
The Nomination and Compensation Committee requires that Trustee candidates have
a college degree or equivalent business experience, but has not otherwise
established specific, minimum qualifications that must be met by an individual
to be considered by the Committee for nomination as a Trustee. The Nomination
and Compensation Committee may take into account a wide variety of factors in
considering Trustee candidates, including, but not limited to: (i) availability
and commitment of a candidate to attend meetings and perform his or her
responsibilities to the Board; (ii) relevant industry and related experience;
(iii) educational background; (iv) financial expertise; (v) an assessment of
the candidate's ability, judgment and expertise; (vi) overall diversity of the
composition of the Board; and (vii) such other factors as the Committee deems
appropriate. The Nomination and Compensation Committee may consider candidates
for Trustee recommended by each Trust's current Trustees, officers or
shareholders or by MFS or any other source deemed appropriate by the Nomination
and Compensation Committee. The Nomination and Compensation Committee may, but
is not required to, retain a third-party search firm at the applicable Trust's
expense to identify potential candidates.
The Nomination and Compensation Committee will review and consider nominees
recommended by shareholders to serve as Trustee, provided that the recommending
shareholder follows the Procedures for Shareholders to Submit Nominee
Candidates, which are set forth as Appendix B to the Trusts' Nomination and
Compensation Committee Charter (which was attached as an exhibit to the proxy
statement for the 2004 Annual Meeting of Shareholders of each Trust). Among
other requirements, these procedures provide that the recommending shareholder
must submit any recommendation in writing to the Trust, to the attention of the
Trust's Secretary, at the address of the principal executive offices of the
Trust. Any recommendation must include certain biographical information and
other information regarding the candidate and the recommending shareholder, and
must include a written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected. The foregoing description is only
a summary.
The Nomination and Compensation Committee has full discretion to reject
nominees recommended by shareholders, and there is no assurance that any such
person properly recommended and considered by the Committee will be nominated
for election to the Board of a Trust.
SHARE OWNERSHIP
As of August 7, 2006, the Trustees and officers of each Trust as a whole owned
less than 1% of the outstanding shares of any class of any Trust.
The following table shows the dollar range of equity securities beneficially
owned by each nominee (a) of each Trust and (b) on an aggregate basis, in all
MFS funds overseen, by the nominee, as of August 7, 2006.
The following dollar ranges apply:
N. None
A. $1 - $10,000
B. $10,001 - $50,000
C. $50,001 - $100,000
D. Over $100,000
AGGREGATE DOLLAR
RANGE OF
AGGREGATE SECURITIES IN
DOLLAR RANGE ALL MFS FUNDS
OF EQUITY OVERSEEN OR
SECURITIES IN TO BE OVERSEEN BY
NAME OF TRUSTEE INDIVIDUAL TRUST NAME THE TRUST THE NOMINEE
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INTERESTED TRUSTEE NOMINEES
Robert J. Manning MFS Charter Income Trust N D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Robert C. Pozen MFS Charter Income Trust N D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
INDEPENDENT TRUSTEES
Robert E. Butler MFS Charter Income Trust A C
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) B
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Lawrence H. Cohn, M.D. MFS Charter Income Trust C D
MFS Government Markets Income Trust B
MFS Intermediate Income Trust B
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust D
David H. Gunning MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Michael Hegarty MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
J. Atwood Ives MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust A
MFS Multimarket Income Trust C
MFS Municipal Income Trust (Common Shares) D
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Lawrence T. Perera MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust N
MFS Multimarket Income Trust C
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) A
MFS Special Value Trust N
J. Dale Sherratt MFS Charter Income Trust D D
MFS Government Markets Income Trust B
MFS Intermediate Income Trust B
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust D
Laurie J. Thomsen MFS Charter Income Trust A D
MFS Government Markets Income Trust N
MFS Intermediate Income Trust B
MFS Multimarket Income Trust N
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust N
Robert W. Uek MFS Charter Income Trust B D
MFS Government Markets Income Trust B
MFS Intermediate Income Trust B
MFS Multimarket Income Trust B
MFS Municipal Income Trust (Common Shares) N
MFS Municipal Income Trust (Preferred Shares) N
MFS Special Value Trust B
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
The Board of Trustees of each Trust has adopted procedures by which shareholders
may send communications to the Board. Shareholders may mail written
communications to the Board to the attention of the Board of Trustees, [Name of
Trust], c/o Massachusetts Financial Services Company, 500 Boylston Street,
Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent Chief
Compliance Officer. Shareholder communications must (i) be in writing and be
signed by the shareholder, (ii) identify the MFS Trust to which they relate and
(iii) identify the class and number of shares held by the shareholder. The
Fund's Independent Chief Compliance Officer ("ICCO") is responsible for
reviewing all properly submitted shareholder communications. The ICCO shall
either (i) provide a copy of each properly submitted shareholder communication
to the Board at its next regularly scheduled meeting or (ii) if the ICCO
determines that the communication requires more immediate attention, forward the
communication to the Chair of the Trustees promptly after receipt. The ICCO may,
in good faith, determine that a shareholder communication should not be provided
to the Board because it is ministerial in nature (such as a request for Trust
literature, share data or financial information). The ICCO may in such cases
forward the communication to the appropriate party or parties at MFS. These
procedures do not apply to (i) any communication from an officer or Trustee of
the Trust, (ii) any communication from an employee or agent of the Trust, unless
such communication is made solely in such employee's or agent's capacity as a
shareholder or (iii) any shareholder proposal submitted pursuant to Rule l4a-8
under the Securities Exchange Act of 1934, as amended, or any communication made
in connection with such a proposal. Each Trust's Trustees are not required to
attend the Trust's shareholder meetings or to otherwise make themselves
available to shareholders for communications, other than pursuant to the
aforementioned procedures. No Board members attended the 2005 Annual Meeting of
Shareholders.
Each Trust's Declaration of Trust currently provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their
offices with the Trust, unless it is finally adjudicated or, in case of a
settlement, it has been determined by Trustees not involved in the matter or
independent legal counsel, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust or
that they engaged in willful misfeasance or acted with bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
offices.
TRUSTEE COMPENSATION TABLE
The table below shows the cash compensation paid to the Trustees by each Trust
for the fiscal year ended on the date noted (see footnote 2). Interested
Trustees receive no compensation from a Trust for their services as Trustees.
The table includes information for Ms. Smith and Ms. Lane, who retired as
Trustees of each Trust on March 23, 2005 and February 22, 2006, respectively.
TOTAL CASH
COMPENSATION
TRUSTEE FEES FROM TRUST AND
NAME OF TRUSTEE(1) INDIVIDUAL TRUST NAME FROM TRUST(2) FUND COMPLEX(3)
-----------------------------------------------------------------------------------------------------
Robert E. Butler(4) MFS Charter Income Trust N/A N/A
MFS Government Markets Income Trust N/A
MFS Intermediate Income Trust N/A
MFS Multimarket Income Trust N/A
MFS Municipal Income Trust N/A
MFS Special Value Trust N/A
Lawrence H. Cohn, M.D. MFS Charter Income Trust $ 7,012.28 $192,518
MFS Government Markets Income Trust $ 6,008.77
MFS Intermediate Income Trust $12,019.47
MFS Multimarket Income Trust $ 7,012.48
MFS Municipal Income Trust $ 4,006.95
MFS Special Value Trust $ 1,001.54
David H. Gunning MFS Charter Income Trust $ 7,076.00 $204,768
MFS Government Markets Income Trust $ 6,054.20
MFS Intermediate Income Trust $12,120.83
MFS Multimarket Income Trust $ 7,077.25
MFS Municipal Income Trust $ 4,042.82
MFS Special Value Trust $ 1,009.57
William R. Gutow MFS Charter Income Trust $ 7,790.06 $192,518
MFS Government Markets Income Trust $ 6,675.44
MFS Intermediate Income Trust $13,352.80
MFS Multimarket Income Trust $ 7,790.26
MFS Municipal Income Trust $ 4,451.40
MFS Special Value Trust $ 1,112.65
Michael J. Hegarty MFS Charter Income Trust $ 6,856.73 $188,304
MFS Government Markets Income Trust $ 5,875.44
MFS Intermediate Income Trust $11,752.81
MFS Multimarket Income Trust $ 6,856.93
MFS Municipal Income Trust $ 3,918.06
MFS Special Value Trust $ 979.32
J. Atwood Ives MFS Charter Income Trust $ 7,523.24 $275,518
MFS Government Markets Income Trust $ 6,374.03
MFS Intermediate Income Trust $12,835.61
MFS Multimarket Income Trust $ 7,531.36
MFS Municipal Income Trust $ 4,293.69
MFS Special Value Trust $ 1,065.69
Amy B. Lane MFS Charter Income Trust $ 7,153.20 $215,518
MFS Government Markets Income Trust $ 6,109.27
MFS Intermediate Income Trust $12,243.65
MFS Multimarket Income Trust $ 7,155.72
MFS Municipal Income Trust $ 4,086.29
MFS Special Value Trust $ 1,019.33
Lawrence T. Perera MFS Charter Income Trust $ 6,948.65 $203,304
MFS Government Markets Income Trust $ 5,941.00
MFS Intermediate Income Trust $11,899.05
MFS Multimarket Income Trust $ 6,950.37
MFS Municipal Income Trust $ 3,969.82
MFS Special Value Trust $ 990.92
J. Dale Sherratt MFS Charter Income Trust $ 7,176.26 $221,143
MFS Government Markets Income Trust $ 6,125.71
MFS Intermediate Income Trust $12,280.33
MFS Multimarket Income Trust $ 7,179.16
MFS Municipal Income Trust $ 4,099.27
MFS Special Value Trust $ 1,022.23
Elaine R. Smith MFS Charter Income Trust $ 2,362.35 $ 47,334
MFS Government Markets Income Trust $ 2,020.71
MFS Intermediate Income Trust $ 4,046.15
MFS Multimarket Income Trust $ 2,362.83
MFS Municipal Income Trust $ 1,349.69
MFS Special Value Trust $ 337.00
Laurie J. Thomsen(5) MFS Charter Income Trust $ 6,594.62 $187,787
MFS Government Markets Income Trust $ 5,643.71
MFS Intermediate Income Trust $11,297.42
MFS Multimarket Income Trust $ 6,595.62
MFS Municipal Income Trust $ 3,767.86
MFS Special Value Trust $ 941.07
Robert E. Uek(5) MFS Charter Income Trust N/A N/A
MFS Government Markets Income Trst N/A
MFS Intermediate Income Trust N/A
MFS Multimarket Income Trust N/A
MFS Municipal Income Trust N/A
MFS Special Value Trust N/A
------------
(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, 2005. 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, 2005.
(3) For calendar year 2005. Trustees receiving compensation from each Trust served as Trustee of 98
funds within the MFS Fund complex (having aggregate net assets at December 31, 2005 of
approximately $94 billion).
(4) Ms. Thomsen became a Trustee of each Trust on March 23, 2005. From December 16, 2004 to March
23, 2005, Ms Thomsen was an Advisory Trustee of each Trust and as such received compensation
from each Trust for that period. This compensation is included in the amount stated in the table
for the period covered by the table.
(5) Messrs. Butler and Uek became Trustees of each Trust on January 1, 2006.
Prior to December 31, 2001, each Trust had a retirement plan for Independent
Trustees and Trustees who were not officers of the Trust. Effective December
31, 2001, each Trust's retirement plan terminated, except with respect to those
Trustees who retired on or before that date. The remaining Trustees who were
previously covered under the retirement plan had their accrued benefits under
the plan "rolled-over" into a deferred compensation arrangement along with
other compensation to account for future benefits they would have received
under the retirement plan if it had continued for such Trustees.
TRUST INFORMATION
This section provides certain information about each Trust, including
information about its investment adviser and administrator, independent
registered public accounting firm, executive officers and the identity of
persons holding more than 5% of the outstanding shares of any class of any
Trust.
INVESTMENT ADVISER AND ADMINISTRATOR
Each Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is a majority owned subsidiary of Sun Life of Canada (U.S.) Financial
Services Holdings, Inc., which in turn is a majority-owned subsidiary of Sun
Life Financial (U.S.) Holdings, Inc., 500 Boylston Street, Boston,
Massachusetts 02116, which in turn is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada--U.S. Operations Holdings, Inc., One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481 ("Sun Life U.S.
Operations"). Sun Life U.S. Operations is a wholly-owned subsidiary of Sun
Life Financial Corp., 150 King Street West, Toronto, Canada MSH 1J9, which in
turn is a wholly-owned subsidiary of Sun Life Financial Inc.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Independent Registered Public Accounting Firm and fiscal year end for each
Trust is listed below:
INDEPENDENT REGISTERED PUBLIC
TRUST ACCOUNTING FIRM FISCAL YEAR END
--------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young LLP ("Ernst & Young") November 30
MFS Government Markets Income Trust Deloitte & Touche LLP ("Deloitte") November 30
MFS Intermediate Income Trust Deloitte October 31
MFS Multimarket Income Trust Ernst & Young October 31
MFS Municipal Income Trust Deloitte October 31
MFS Special Value Trust Ernst & Young October 31
No Independent Registered Public Accounting Firm has a direct or material
indirect interest in a Trust.
Representatives of the applicable Independent Registered Public Accounting Firm
are expected to be present at the Meeting and will have an opportunity to make
a statement if they desire to do so. Such representatives also are expected to
be available to respond to appropriate questions.
The Audit Committee of the Board of Trustees of each Trust issued the following
report concerning the financial statements for each Trust's most recent fiscal
year.
The Audit Committee reviewed and discussed the audited financial statements
with Trust management. The Audit Committee also discussed with the Auditor
the matters required to be discussed by SAS 61 (Codification of Statements
on Auditing Standards). The Audit Committee received the written
disclosures and the letter from the Auditor required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and discussed with the Auditor its independence.
Based on this review and 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 2005 fiscal year for filing with the
Securities and Exchange Commission.
Respectfully submitted for MFS Intermediate Income Trust, MFS Multimarket
Income Trust, MFS Municipal Income Trust and MFS Special Value Trust, by
the Audit Committee as of December 14, 2005.
J. Atwood Ives
Amy B. Lane
J. Dale Sherratt
Laurie J. Thomsen
Respectfully submitted for MFS Charter Income Trust and MFS Government
Markets Income Trust by the Audit Committee as of January 24, 2006.
Robert E. Butler
J. Atwood Ives
Amy B. Lane
J. Dale Sherratt
Laurie J. Thomsen
Robert W. Uek
To the extent required by applicable regulations, pre-approval by the Audit
Committee of the Board is needed for all audit and permissible non-audit
services rendered by the Independent Registered Public Accounting Firm to each
Trust and all permissible non-audit services rendered by the Independent
Registered Public Accounting Firm to MFS and any entity controlling, controlled
by or under common control with MFS that provides ongoing services to a Trust
(including MFS Service Center, Inc.) (each, a "Service Affiliate") if the
services relate directly to the operations and financial reporting of such
Trust. Pre-approval is currently on an engagement-by-engagement basis. In the
event pre-approval of such services is necessary between regular meetings of
the Audit Committee and it is not practical to wait to seek pre-approval at the
next regular meeting of the Audit Committee, pre-approval of such services may
be referred to the Chair of the Audit Committee; provided that the Chair may
not pre-approve any individual engagement for such services exceeding $50,000
or multiple engagements for such services in the aggregate exceeding $100,000
between such regular meetings of the Audit Committee. Any engagement
pre-approved by the Chair between regular meetings of the Audit Committee shall
be presented for ratification by the entire Audit Committee at its next
regularly scheduled meeting.
Schedule A attached hereto includes tables that set forth for each Trust, for
each Trust's two most recent fiscal years, the fees billed by each Trust's
Independent Registered Public Accounting Firm for (a) all audit and non-audit
services provided directly to the Trust and (b) those non-audit services
provided to the Trust's Service Affiliates that relate directly to the Trust's
operations and financial reporting under the following captions:
(i) Audit Fees - fees related to the audit and review of the financial
statements included in annual reports and registration statements,
and other services that are normally provided in connection with
statutory and regulatory filings or engagements.
(ii) Audit-Related Fees - fees related to assurance and related services
that are reasonably related to the performance of the audit or review
of financial statements, but not reported under "Audit Fees",
including accounting consultations, agreed-upon procedure reports
(inclusive of annual review of basic maintenance testing associated
with the Preferred Shares), attestation reports, comfort letters and
internal control reviews.
(iii) Tax Fees - fees associated with tax compliance, tax advice and tax
planning, including services relating to the filing or amendment of
federal, state or local income tax returns, regulated investment
company qualification reviews and tax distribution and analysis
reviews.
(iv) All Other Fees - fees for products and services provided to a Trust
by the Independent Registered Public Accounting Firm other than those
reported under "Audit Fees", "Audit- Related Fees" and "Tax Fees."
Schedule A attached hereto also sets forth the aggregate fees billed by each
Independent Registered Public Accounting Firm for each Trust's two most recent
fiscal years, for non-audit services rendered to each Trust and each Trust's
Service Affiliates.
The Audit Committee has considered whether the provision by a Trust's
Independent Registered Public Accounting Firm of non-audit services to the
Trust's Service Affiliates that were not pre-approved by the Audit Committee
(because such services were provided prior to the effectiveness of SEC rules
requiring pre-approval or because such services did not relate directly to the
operations and financial reporting of the Trust) was compatible with
maintaining the independence of the Independent Registered Public Accounting
Firm as the Trust's principal auditor.
EXECUTIVE OFFICERS
The following table provides information about the current executive officers
of each Trust including their principal occupations, which, unless specific
dates are shown, are of more than five years duration, although the titles may
not have been the same throughout. Each officer will hold office until his or
her successor is chosen and qualified, or until he or she retires, resigns or
is removed from office.
PRINCIPAL OCCUPATIONS
POSITION(s) HELD OFFICER DURING THE PAST FIVE YEARS
NAME, DATE OF BIRTH WITH TRUST SINCE(1) & DIRECTORSHIPS(2)
--------------------------------------------------------------------------------------------------------------
OFFICERS
Maria F. Dwyer(3) President November 2005 Massachusetts Financial Services
(born 12/1/58) Company, Executive Vice President and
Chief Regulatory Officer (since March
2004); Fidelity Management & Research
Company, Vice President (prior to
March 2004); Fidelity Group of Funds,
President and Treasurer (prior to
March 2004)
Tracy Atkinson(3) Treasurer September 2005 Massachusetts Financial Services
(born 12/30/64) Company, Senior Vice President (since
September 2004);
PricewaterhouseCoopers LLP, Partner
(prior to September 2004)
Christopher R. Bohane(3) Assistant Secretary July 2005 Massachusetts Financial Services
(born 01/18/74) and Assistant Clerk Company, Vice President and Senior
Counsel (since April 2003);
Kirkpatrick & Lockhart LLP (law
firm), Associate (prior to April
2003); Nvest Services Company,
Assistant Vice President and
Associate Counsel (prior to January
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)
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 99 funds in the MFS
Family of Funds, and with certain affiliates of MFS. The address of each
officer is MFS, 500 Boylston Street, Boston, Massachusetts 02116.
INTERESTS OF CERTAIN PERSONS
Schedule B attached hereto sets forth, as of August 7, 2006, 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. Each Trust also believes all
Section 16(a) filing requirements were made on a timely basis, except for the
following filings: Peter Vaream (Former Portfolio Manager) made a Form 3
(Initial Statement of Beneficial Ownership) filing for MFS Government Markets
Income Trust on January 11, 2006; Joseph C. Flaherty, Jr. (Former Portfolio
Manager) made a Form 3 filing for each of MFS Government Markets Income Trust,
MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS Municipal
Income Trust and MFS Special Value Trust on December 5, 2005; Erik S. Weisman
(Portfolio Manager) made a Form 3 and a Form 3A (Amendment to Initial Statement
of Beneficial Ownership) filing for MFS Intermediate Income Trust on February
28, 2006 and March 6, 2006, respectively; Kenneth J. Enright (Portfolio
Manager) made a Form 3 and a Form 3A filing for MFS Special Value Trust on
February 28, 2006 and March 6, 2006, respectively; John Addeo (Portfolio
Manager) made a Form 3 and a Form 3A filing for each of MFS Multimarket Income
Trust and MFS Charter Income Trust on March 3, 2006 and March 6, 2006,
respectively; Scott B. Richards (Portfolio Manager) made a Form 3 filing for
each of MFS Charter Income Trust and MFS Multimarket Income Trust on March 3,
2006; Matthew W. Ryan (Portfolio Manager) made a Form 3 and a Form 3A filing
for each of MFS Charter Income Trust and MFS Multimarket Income Trust on March
3, 2006 and March 6, 2006, respectively; James J. Calmas (Portfolio Manager)
made a Form 3 filing for MFS Multimarket Income Trust on March 6, 2006; Elaine
R. Smith (Former Trustee) made a Form 4 (Statement of Changes of Beneficial
Ownership) filing for each of MFS Charter Income Trust, MFS Government Markets
Income Trust, MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS
Municipal Income Trust and MFS Special Value Trust on December 14, 2005. 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
On March 31, 2004, MFS settled an administrative proceeding with the Securities
and Exchange Commission ("SEC") regarding disclosure of brokerage allocation
practices in connection with MFS fund sales (the term "MFS funds" means the
open-end registered management investment companies sponsored by MFS). The
brokerage allocation practices which were the subject of this proceeding were
discontinued by MFS in November 2003. In addition, in February 2004, MFS
reached agreement with the SEC, the New York Attorney General ("NYAG") and the
Bureau of Securities Regulation of the State of New Hampshire to settle
administrative proceedings alleging false and misleading information in certain
MFS open-end retail fund prospectuses regarding market timing and related
matters.
Since December 2003, MFS, MFS Fund Distributors, Inc., MFS Service Center,
Inc., MFS Corporation Retirement Committee, Sun Life Financial Inc., various
MFS funds, certain current and/or former Trustees of these MFS funds, and
certain officers of MFS have been named as defendants in multiple lawsuits
filed in federal and state courts. The lawsuits variously have been commenced
as class actions or individual actions on behalf of investors who purchased,
held or redeemed shares of the MFS funds during specified periods, as ERISA
actions by participants in certain retirement plan accounts on behalf of those
accounts, or as derivative actions on behalf of the MFS funds. The lawsuits
relating to market timing and related matters have been transferred to, and
consolidated before, the United States District Court for the District of
Maryland, as part of a multi-district litigation of market timing and related
claims involving several other fund complexes (In re Mutual Funds Investment
Litigation (Alger, Columbia, Janus, MFS, One Group, Putnam, Allianz Dresdner),
No. 1:04-md-15863 (transfer began March 19, 2004)). The market timing cases
related to the MFS complex are Riggs v. MFS et al., Case No. 04-CV-01162-JFM
(direct), Hammerslough v. MFS et al., Case No. 04-MD-01620 (derivative), Anita
Walker v. MFS et al., Case No. 1:04-CV-01758 (ERISA), and Reaves v. MFS Series
Trust I, et al., Case No. 1:05-CV-02220-JFM (Class B Shares). The plaintiffs in
these consolidated lawsuits generally seek injunctive relief including removal
of the named Trustees, adviser and distributor, rescission of contracts and
12b-1 Plans, disgorgement of fees and profits, monetary damages, punitive
damages, attorney's fees and costs and other equitable and declaratory relief.
Two lawsuits alleging improper brokerage allocation practices and excessive
compensation are pending in the United States District Court for the District
of Massachusetts (Forsythe v. Sun Life Financial Inc., et al., No. 04cv10584
(GAO) (a consolidated action) and Marcus Dumond, et al. v. Massachusetts
Financial Servs. Co., et al., No. 04cv11458 (GAO)). The plaintiffs in these
lawsuits generally seek compensatory damages, punitive damages, recovery of
fees, rescission of contracts, an accounting, restitution, declaratory relief,
equitable and/or injunctive relief and attorney's fees and costs. The various
lawsuits generally allege that some or all of the defendants (i) permitted or
acquiesced in market timing and/or late trading in some of the MFS funds,
inadequately disclosed MFS' internal policies concerning market timing and such
matters, (ii) received excessive compensation as fiduciaries to the MFS funds,
or (iii) permitted or acquiesced in the improper use of fund assets by MFS to
support the distribution of MFS fund shares and inadequately disclosed MFS' use
of fund assets in this manner. The actions assert that some or all of the
defendants violated the federal securities laws, including the Securities Act
of 1933 and the Securities Exchange Act of 1934, the Investment Company Act of
1940 and the Investment Advisers Act of 1940, the Employee Retirement Income
Security Act of 1974, as well as fiduciary duties and other violations of
common law. Insofar as any of the actions is appropriately brought derivatively
on behalf of any of the MFS funds, any recovery will inure to the benefit of
the MFS funds. The defendants filed separate motions to dismiss all claims of
the various lawsuits (except Reaves, which has not been separately briefed). On
November 3, 2005, the district judge considering the motions to dismiss the
Riggs and Hammerslough actions issued memoranda indicating that he intends to
grant in part and deny in part defendants' motions in these actions. Orders
consistent with the court's memoranda were issued on March 1, 2006. On February
27, 2006, the district judge considering the motion to dismiss the Walker
action granted in part and denied in part such motion. On January 19, 2006, the
district judge considering the Forsythe and Dumond actions denied defendants'
motion to dismiss the Dumond action and granted in part (including dismissing
all claims against the Trustees and Sun Life Financial, Inc.) and denied in
part defendants' motion to dismiss the Forsythe action. Additional lawsuits
based on similar allegations may be filed in the future.
Any potential resolution of these matters may include, but not be limited to,
judgments or settlements for damages against MFS, the MFS funds, or any other
named defendant. It is not clear whether any amounts paid in connection with
the above regulatory settlements will be sufficient to compensate shareholders
for all of the damage they allegedly sustained, whether certain shareholders or
putative class members may have additional claims to compensation, or whether
the damages that may be awarded in any of the actions will exceed these
amounts. In the event the MFS funds incur any losses, costs or expenses in
connection with such lawsuits, the Boards of Trustees of the affected MFS funds
may pursue claims on behalf of such funds against any party that may have
liability to the funds in respect thereof. There can be no assurance that these
regulatory actions and lawsuits, or the adverse publicity associated with these
developments, will not result in increased fund redemptions, reduced sales of
fund shares, or other adverse consequences to the MFS funds.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
MANNER OF VOTING PROXIES
All proxies received by management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted FOR the
election of Robert E. Butler, David H. Gunning, Robert C. Pozen, and J. Dale
Sherratt, as Trustees of the Trust (if still available for election).
All proxies received, including proxies that reflect (i) broker non-votes
(i.e., shares held by brokers or nominees as to which (a) instructions have not
been received from the beneficial owners or the persons entitled to vote, and
(b) the broker or nominee does not have discretionary voting power on a
particular matter), (ii) abstentions or (iii) the withholding of authority to
vote for a nominee for election as Trustee, will be counted as shares that are
present on a particular matter for purposes of determining the presence of a
quorum for that matter. A majority of a Trust's outstanding shares entitled to
be cast at the Meeting that are present in person or represented by proxy
constitutes a quorum. With respect to the election of Trustees, neither broker
non-votes nor abstentions nor withholding authority to vote have any effect on
the outcome of the voting.
Each shareholder of a Trust is entitled to one vote for each share of the Trust
that such shareholder owns at the close of business on August 7, 2006, on each
matter on which the shareholder is entitled to vote. Each fractional share is
entitled to a proportionate fractional vote.
Each Trust will reimburse the record holders of its shares for their expenses
incurred in sending proxy material to and obtaining voting instructions from
beneficial owners.
Each Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is each
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of
proxy.
INSTRUCTIONS FOR VOTING PROXIES
The giving of a proxy will not affect a shareholder's right to vote in person
should the shareholder decide to attend the Meeting. To vote by mail, please
mark, sign, date and return the enclosed proxy card following the instructions
printed on the card.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 2007 Annual
Meeting of Shareholders must be received by the Trust on or prior to March 30,
2007. 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 2007 Annual Meeting of
Shareholders without including the proposal in the Trust's proxy statement must
ensure that the proposal is received by the Trust in good order and in
compliance with all applicable legal requirements and requirements set forth in
the Trust's By-Laws and Declaration of Trust by June 13, 2007 at the Trust's
principal office at 500 Boylston Street, Boston, Massachusetts 02116. The
persons named as proxies for the 2007 Annual Meeting of Shareholders will have
discretionary authority to vote on all matters presented at the meeting
consistent with the SEC's proxy rules.
ADDITIONAL INFORMATION
The Meeting of shareholders of each Trust is called to be held at the same time
as the Meetings of shareholders of each of the other Trusts. It is anticipated
that all Meetings will be held simultaneously.
If any shareholder at the Meeting objects to the holding of a simultaneous
Meeting and moves for an adjournment of the Meeting to a time promptly after
the simultaneous Meetings, the persons named as proxies will vote in favor of
such adjournment.
The expense of the preparation, printing and mailing of the enclosed form of
proxy, the Notice and this Proxy Statement, and any tabulation costs, will be
borne on a proportional basis by the Trusts.
Only one copy of this Proxy Statement may be mailed to a household, even if
more than one person in a household is a Trust shareholder of record, unless
the Trust has received contrary instructions from one or more of the
shareholders in such household. If you need additional copies of this Proxy
Statement and you are the holder of record of your shares, please contact MFS
at 1-877-383-7949. 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 MFS Service
Center, Inc., in writing, at 500 Boylston Street, Boston, Massachusetts 02116,
or by telephone at 1-877-383-7949, or contact your financial intermediary.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
August 18, 2006 MFS(R) CHARTER INCOME TRUST
MFS(R) GOVERNMENT MARKETS INCOME TRUST
MFS(R) INTERMEDIATE INCOME TRUST
MFS(R) MULTIMARKET INCOME TRUST
MFS(R) MUNICIPAL INCOME TRUST
MFS(R) SPECIAL VALUE TRUST
EXHIBIT 1
MFS FUNDS BOARD
AUDIT COMMITTEE CHARTER
(ADOPTED AS OF APRIL 27, 2004,
AS AMENDED
THROUGH DECEMBER 14, 2005)
The Board of Trustees (the "Board") of each of the Trusts listed in
Appendix A hereto, as the same may be periodically updated (each a "Trust" and,
collectively, the "Trusts"), has adopted this Charter to govern the activities
of the Audit Committee (the "Committee") of the particular Board with respect
to its oversight of each series of a Trust and each Trust which is itself a
single series (each such series a "Fund" and, collectively, the "Funds"). This
Charter supercedes and replaces any Audit Committee charter previously adopted
by the Board or a committee of the Board.
STATEMENT OF PURPOSE AND FUNCTIONS
The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's
financial statements, the Fund's compliance with legal and regulatory
requirements related to the Fund's financial reporting and internal
controls(1), the qualifications and independence of the Fund's independent
accountants, and the performance of the Fund's internal control systems and
independent accountants. With respect to each closed-end Fund, the Committee's
purpose is also to prepare or cause to be prepared reports required by
Securities and Exchange Commission rules to be included in the Fund's annual
proxy statements.
------------
(1) The Committee will oversee the Fund's compliance with legal and regulatory
requirements relating to the Fund's accounting and financial reporting
policies and practices and its internal controls. The Board has established
other committees, including a Compliance and Governance Committee, to
oversee the Fund's compliance with other legal and regulatory requirements.
The Committee's function is oversight. The authority and responsibilities
of the Committee set forth in this Charter do not reflect or create any duty,
obligation or responsibility of the Committee to plan or conduct Fund audits,
to prepare or determine or certify that the Fund's financial statements are
complete, accurate, fairly presented, or in accordance with generally accepted
accounting principles or applicable law, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. The Committee's
oversight role does not provide any expert or special assurance as to the
Fund's financial statements or other financial information provided by the Fund
to its shareholders, and it is not the Committee's responsibility to guarantee
any independent accountant's report. Fund management is responsible for Fund
accounting and the implementation and maintenance of the Fund's internal
control systems, and the independent accountants are responsible for conducting
a proper audit of the Fund's financial statements and for reviewing the Funds'
unaudited interim financial statements. Members of the Committee are not
employees of the Fund and, in serving on this Committee, are not, and do not
hold themselves out to be, acting as accountants or auditors. As such, it is
not the duty or responsibility of the Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures.
Each member of the Committee shall be entitled to rely on (i) the integrity of
those persons and organizations within management and outside the Fund from
which it receives information and (ii) the accuracy of financial and other
information provided to the Committee by such persons or organizations absent
actual knowledge to the contrary.
MEMBERSHIP
The Committee shall be comprised of as many trustees as the Board of
Trustees shall determine, but in any event not less than three (3) Trustees.
Each member of the Committee must be a member of the Board. The Board may
remove or replace any member of the Committee at any time in its sole
discretion. One or more members of the Committee may be designated by the Board
as the Committee's chair or co-chair, as the case may be.
No member of the Committee may be an "interested person" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and each member of the Committee must otherwise
satisfy the standards for independence of an audit committee member of an
investment company issuer as set forth in Rule 10A-3(b) under the Securities
Exchange Act of 1934, as amended, and under applicable listing standards of the
New York Stock Exchange (the "NYSE"). Each member of the Committee must be
"financially literate" (or must become so within a reasonable time after his or
her appointment to the Committee) and at least one member of the Committee must
have "accounting or related financial management expertise," in each case as
the Board interprets such qualification in its business judgment under NYSE
listing standards.
RESPONSIBILITIES AND DUTIES
The Committee's policies and procedures shall remain flexible to
facilitate the Committee's ability to react to changing conditions and to
generally discharge its functions. The following describe areas of attention in
broad terms. The Committee shall:
1. Determine the selection, compensation, retention or termination
of the Fund's independent accountants based on an evaluation of their
independence and the nature and performance of the audit and any
permitted non-audit services. The Fund's independent accountants must
report directly to the Committee, which shall be responsible for
resolution of disagreements between management and the independent
accountants relating to financial reporting.
2. To consider the independence of the Fund's independent
accountants at least annually, and in connection therewith receive on a
periodic basis formal written disclosures and letters from the
independent accountants as required by the Independence Standards Board
Standard ("ISB") No. 1.
3. To the extent required by applicable regulations, pre-approve
(i) all audit and permitted non-audit services rendered by the
independent accountants to the Fund and (ii) all non-audit services
rendered by the independent accountants to the Fund's investment adviser
and to certain of the investment adviser's affiliates. The Committee may
establish policies and procedures pursuant to which such pre-approval is
granted, which may include pre-approval by other than by the full
Committee.
4. Review any non-audit services provided by the independent
accountants to the Fund's investment adviser and certain of its
affiliates that were not subject to pre-approval by the Committee under
paragraph 3 above, and the fees associated therewith.
5. If and to the extent that the Fund intends to have employees,
set clear policies for the hiring by the Fund of employees or former
employees of the Fund's independent accountants.
6. Obtain and review at least annually a report from the
independent accountants describing (i) the accounting firm's internal
quality-control procedures, (ii) any material issues raised (a) by the
accounting firm's most recent internal quality-control review or peer
review or (b) by any governmental or other professional inquiry or
investigation performed within the preceding five years respecting one or
more independent audits carried out by the firm, and any steps taken to
address any such issues and (iii) (to assess the independent accountants'
independence) all relationships between the independent accountants and
the Fund.
7. Review with the Fund's independent accountants arrangements for
and the scope of the annual audit and any special audits, including the
form of any opinion proposed to be rendered to the Board and shareholders
of the Fund.
8. With respect to each closed-end Fund (i) meet with management
and the independent accountants to review and discuss the Fund's annual
audited financial statements and quarterly unaudited financial
statements, including a review of any specific disclosures of
management's discussion of the Fund's investment performance and (ii)
with respect to the Fund's audited financial statements, discuss with the
independent accountants matters required by Statement of Accounting
Standards ("SAS") No. 61 and any other matters required to be reported to
the Committee under applicable law and provide a statement whether, based
on its review of such audited financial statements, the Committee
recommends to the Board that the audited financial statements be included
in the Fund's Annual Report.
9. With respect to the open-end Funds, meet at least annually with
management and the independent accountants to discuss the form of the
Funds' audited financial statements and any specific issues regarding the
content thereof raised by management or the independent accountants.
10. Review with the independent accountants any audit problems or
difficulties encountered in the course of their audit work and
management's responses thereto.
11. Review with management and, as applicable, with the independent
accountants the Fund's accounting and financial reporting policies,
practices and internal controls, and management's guidelines and policies
with respect to risk assessment and risk management, including the effect
on the Fund of any recommendation of changes in accounting principles or
practices by management or the independent accountants.
12. Receive any reports from the Fund's independent accountants,
Chief Executive Officer or Chief Financial Officer relating to (i)
significant deficiencies or material weaknesses in the design or
operation of internal control over the Fund's financial reporting which
are reasonably likely to adversely affect the Fund's ability to record,
process, summarize, and report financial information and (ii) the
maintenance and design of the Fund's internal controls over financial
reporting.
13. With respect to each closed-end Fund, discuss with management
the Fund's earnings press releases as well as financial information and
earnings guidance provided by management to analysts and rating agencies,
if any. The Committee may discharge this responsibility by discussing the
general types of information to be disclosed by the Fund and the form of
presentation (i.e., a case-by-case review is not required) and need not
discuss in advance each such release of information.
14. Establish procedures for (i) the receipt, retention, and
treatment of complaints received by the Fund regarding accounting,
internal accounting controls, or auditing matters; and (ii) the
confidential, anonymous submission by employees of the Fund, the Fund's
investment adviser, administrator, principal underwriter (if any) or any
other provider of accounting-related services for the Fund of concerns
regarding accounting or auditing matters.
15. Investigate or initiate the investigation of any improprieties
or suspected improprieties in the Fund's accounting operations or
financial reporting.
16. Review with counsel legal and regulatory matters that have a
material impact on the Fund's financial and accounting reporting policies
and practices or its internal controls.
17. Report to the Board on the Committee's activities ordinarily at
each regularly scheduled Board meeting (but at least annually) or at such
other times as requested by the Board or deemed appropriate by the
Committee.
18. Perform such other functions consistent with this Charter, the
Agreement and Declaration of Trust and Bylaws applicable to the Fund, and
applicable law or regulation, as the Committee or the Board deems
necessary or appropriate.
The Committee may delegate any portion of its authority and
responsibilities as set forth in this Charter to a subcommittee of one or more
members of the Committee. The Committee may also delegate certain
responsibilities to the Treasurer and Chief Financial Officer of the Fund. Any
action taken by a subcommittee or by the Treasurer and Chief Financial Officer
shall be presented to the full Committee for ratification at the Committee's
next regularly scheduled meeting.
MEETINGS
The Committee will ordinarily meet in connection with regularly scheduled
Board meetings and when the Committee determines necessary or appropriate in
accordance with the Fund's By-Laws. At least annually, the Committee shall meet
separately with the independent accountants and separately with the
representatives of Fund management responsible for the financial and accounting
operations of the Fund, including the Fund's Treasurer and Chief Financial
Officer or such other person as may have primary responsibility for the Fund's
financial and accounting operations, and shall also meet separately with
representatives of MFS's internal audit department with responsibility for
oversight of Fund matters. A Chair of the Trustees, the chair or vice- chair of
the Committee or a majority of the members of the Committee are authorized to
call a meeting of the Committee and send notice thereof.
A majority of the members of the Committee shall constitute a quorum for
the transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT
The appropriate officers of the Fund shall provide or arrange to provide
such information, data and services as the Committee may request. The Committee
shall have the authority to engage at the Fund's expense independent counsel
and other experts and consultants whose expertise the Committee considers
necessary to carry out its responsibilities. The Fund shall provide for
appropriate funding, as determined by the Committee, for the payment of: (i)
compensation of the Fund's independent accountants for the issuance of an audit
report relating to the Fund's financial statements or the performance of other
audit, review or attest services for the Fund; (ii) compensation of independent
legal counsel or other advisers retained by the Committee; and (iii) ordinary
administrative expenses of the Committee that are necessary or appropriate in
fulfilling its purposes or carrying out its responsibilities under this
Charter.
ANNUAL EVALUATIONS
The Committee shall review and reassess the adequacy of this Charter at
least annually and recommend any changes to the Board. In addition, the
performance of the Committee shall be evaluated at least annually by the Board
or the Committee itself.
ADOPTION AND AMENDMENTS
The Board shall adopt and approve this Charter and may amend the Charter
at any time on the Board's own motion.
APPENDIX A TO EXHIBIT 1
TRUSTS COVERED BY THE CHARTER
(AS OF DECEMBER 14, 2005)
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
MFS Series Trust XII
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government Securities Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust
SCHEDULE A
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
For each Fund's last two fiscal years, fees billed by each Trust's Independent Registered Public Accounting Firm for
services provided directly to each Trust:
INDEPENDENT
REGISTERED AUDIT RELATED
PUBLIC AUDIT FEES FEES
ACCOUNTING --------------------------- ------------------------
TRUST FIRM 2005 2004 2005 2004
---------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $41,610 $37,900 $20,000 $0
MFS Government Markets Income Trust Deloitte $44,463 $40,175 $20,000 $0
MFS Intermediate Income Trust Deloitte $44,663 $40,375 $20,900 $0
MFS Multimarket Income Trust Ernst & Young $41,610 $37,900 $20,000 $0
MFS Municipal Income Trust Deloitte $42,917 $37,115 $38,900 $18,000
MFS Special Value Trust Ernst & Young $37,375 $34,050 $20,000 $0
INDEPENDENT
REGISTERED
PUBLIC TAX FEES ALL OTHER FEES
ACCOUNTING --------------------------- ------------------------
TRUST FIRM 2005 2004 2005 2004
---------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Ernst & Young $10,620 $11,600 $197 $0
MFS Government Markets Income Trust Deloitte $10,100 $9,900 $0 $0
MFS Intermediate Income Trust Deloitte $9,900 $9,700 $0 $0
MFS Multimarket Income Trust Ernst & Young $10,620 $11,600 $200 $0
MFS Municipal Income Trust Deloitte $10,850 $10,600 $0 $0
MFS Special Value Trust Ernst & Young $9,795 $11,040 $24 $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 2005 2004 2005 2004 2005 2004
-----------------------------------------------------------------------------------------------------------------------------
Service Affiliates of MFS Ernst & Young $0 $0 $15,500 $0 $670,399 $35,000
Charter Income Trust
Service Affiliates of MFS Deloitte $726,371 $1,161,170 $30,000 $37,000 $858,675 $32,500
Government Markets Income
Trust
Service Affiliates of MFS Deloitte $959,191 $928,350 $62,000 $35,000 $830,675 $32,500
Intermediate Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $0 $685,399 $20,000
Multimarket Income Trust
Service Affiliates of MFS Deloitte $959,191 $928,350 $62,000 $35,000 $830,675 $32,500
Municipal Income Trust
Service Affiliates of MFS Ernst & Young $0 $0 $0 $0 $685,399 $20,000
Special Value Trust
------------
(1) This amount reflects the fees billed to Service Affiliates of the Fund for non-audit services relating directly to the
operations and financial reporting of the Fund (portions of which services also related to the operations and
financial reporting of all funds within the MFS funds complex).
During the periods indicated in the tables above, no services described under "Audit-Related Fees," "Tax Fees" or
"All Other Fees" were approved pursuant to the de minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.
Aggregate fees billed by each Independent Registered Public Accounting Firm, for each Trust's two most recent fiscal
years, for non-audit services rendered to each Trust and each Trust's Service Affiliates:
INDEPENDENT REGISTERED
TRUST PUBLIC ACCOUNTING FIRM 2005 2004
-----------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust and its Service Affiliates Ernst & Young $748,716 $53,600
MFS Government Markets Income Trust and its Service Deloitte $1,685,542 $1,262,070
Affiliates
MFS Intermediate Income Trust and its Service Deloitte $1,930,562 $1,041,550
Affiliates
MFS Multimarket Income Trust and its Service Ernst & Young $748,219 $38,600
Affiliates
MFS Municipal Income Trust and its Service Deloitte $1,949,512 $1,060,450
Affiliates
MFS Special Value Trust and its Service Affiliates Ernst & Young $747,218 $38,040
SCHEDULE B
INTERESTS OF CERTAIN PERSONS
As of August 7, 2006, to the best knowledge of each Trust, the shareholders who beneficially owned more than 5%
of the outstanding shares of any class of such Trust.
NUMBER OF PERCENT OF
OUTSTANDING OUTSTANDING
SHARES SHARES OF
NAME AND ADDRESS CLASS OF BENEFICIALLY NOTED CLASS
TRUST OF SHAREHOLDER SHARES OWNED OWNED
---------------------------------------------------------------------------------------------------------------------------
MFS Charter Income Trust Cede & Co. Fast Common 51,069,106.01 84.90%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Government Markets Income Trust Cede & Co. Fast Common 46,231,631.46 79.79%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Intermediate Income Trust Cede & Co. Fast Common 109,128,786.45 86.16%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Multimarket Income Trust Cede & Co. Fast Common 69,905,950.11 83.47%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
MFS Municipal Income Trust Cede & Co. Fast Common 33,602,550.02 83.92%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
Citigroup Global Markets Inc. Preferred 2,332 41.64%
333 W. 34th Street
New York, NY 10001
Jefferies and Co. Preferred 307 5.48%
520 Madison Avenue
New York, NY 10022
Morgan Stanley, Inc. Preferred 484 8.64%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Oppenheimer/Fahnestock Preferred 1,877 33.52%
125 Broad Street, 15th Floor
New York, NY 10004
UBS Securities LLC Preferred 600 10.71%
1000 Harbor Boulevard
Weehawken, NJ 07087
MFS Special Value Trust Cede & Co. Fast Common 6,034,017.03 84.39%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
M F S(SM)
INVESTMENT MANAGEMENT(R) CE-PRX-9/06
M F S(SM)
INVESTMENT MANAGEMENT(R)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
PROXY FOR THE MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 6, 2006
The undersigned hereby appoints Tracy Atkinson, Timothy M. Fagan, Mark D.
Fischer, Susan S. Newton and Mark N. Polebaum 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 Friday, October 6, 2006 at 9:30
a.m., Boston time, and at any adjournments thereof, all of the shares of the
Trust that the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage- paid envelope
we have provided or return it to MFS Investment Management, c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
MFSIN1 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
YOUR TRUSTEES RECOMMEND FOR WITHHOLD FOR ALL INSTRUCTION: TO WITHHOLD
THAT YOU VOTE FOR THE ALL ALL EXCEPT AUTHORITY TO VOTE FOR ANY
ITEM. INDIVIDUAL NOMINEE, WRITE
0 0 0 THE NOMINEE'S NUMBER IN
THE SPACE PROVIDED BELOW.
ITEM 1. To elect Trustees of each Trust:
Nominees:
(01) Robert E. Butler
(02) David H. Gunning
(03) Robert C. Pozen
(04) J. Dale Sherratt
ITEM 2. To transact such other business as may properly come before the Meeting
and any adjournments thereof.
THIS PROXY CARD IS VALID ON WHEN SIGNED AND DATED
NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.
------------------------------------------ ---------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date