DEF 14A 1 d595701.txt MFS-MGF-MFM-MMT-MFV 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 [ ] -------------------------------------------------------------------------------- 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 Government Markets Income Trust MFS Multimarket Income Trust MFS Municipal Income Trust MFS Special Value Trust -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) -------------------------------------------------------------------------------- (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: -------------------------------------------------------------------------------- MFS(R) GOVERNMENT MARKETS 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 2003 Annual Meetings of Shareholders To be held on October 7, 2003 The 2003 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, at 9:30 a.m. on Tuesday, October 7, 2003, for the following purposes: ITEM 1. To elect John W. Ballen, William J. Poorvu, J. Dale Sherratt and Ward Smith as Trustees of each Trust; ITEM 2. To ratify the selection of each Trust's auditor as the independent public accountants 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 1, 2003 will be entitled to vote at that Trust's Annual Meeting of Shareholders. STEPHEN E. CAVAN, Secretary and Clerk August 18, 2003 YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR 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) GOVERNMENT MARKETS 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 Government Markets 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 2003 Annual Meeting of Shareholders of each Trust (each a "Meeting") to be held at 9:30 a.m. on October 7, 2003, at 500 Boylston Street, Boston, Massachusetts, 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 1, 2003, the following number of shares were outstanding for each Trust: # OF COMMON # OF PREFERRED TRUST SHARES OUTSTANDING SHARES OUTSTANDING ------------------------------------------------------------------------------- MFS Government Markets Income Trust 63,046,686.08 N/A MFS Multimarket Income Trust 90,140,460.04 N/A MFS Municipal Income Trust 39,767,687.51 5,600.00 MFS Special Value Trust 6,896,035.20 N/A Shareholders of record at the close of business on August 1, 2003, 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 18, 2003. 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"), P.O. Box 2281, Boston, MA 02107-9906, or by telephone 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 John W. Ballen, William J. Poorvu, J. Dale Sherratt and Ward Smith as Trustees of the class whose term will expire at the 2006 Annual Meeting of Shareholders (or special meeting in lieu thereof) of each Trust. Under the terms of each Trust's retirement policy, the Trustees have a mandatory retirement age. Mr. Smith will retire in accordance with this policy on December 31, 2005. Messrs. Ballen, Poorvu, Sherratt and Smith presently are Trustees of each Trust. If, before the election, any nominee refuses or is unable to serve, proxies will be voted for a replacement nominee designated by each Trust's current Trustees. In the case of MFS Municipal Income Trust, only holders of the Trust's preferred shares are entitled to vote for Mr. Ives and Ms. Smith in routine Trustee elections. Holders of the Trust's common and preferred shares, voting together as a single class, are entitled to vote for all of the remaining nominees. Neither Mr. Ives nor Ms. Smith is standing for election this year. The following table presents certain information regarding the 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. An asterisk beside a Trustee's name indicates that he or she is an "interested person", as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of MFS and has been affiliated with MFS for more than five years, unless otherwise indicated.
POSITION(s) HELD TRUSTEE TERM PRINCIPAL OCCUPATIONS & OTHER NAME, DATE OF BIRTH WITH TRUST SINCE(1) EXPIRING DIRECTORSHIPS(2) DURING THE PAST FIVE YEARS ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES Jeffrey L. Shames* Chairman October 1993 2005 Massachusetts Financial Services Company, (born 06/02/55) Chairman ----------------------------------------------------------------------------------------------------------------------------------- John W. Ballen* Trustee August 2001 2003 Massachusetts Financial Services Company, (born 09/12/59) Chief Executive Officer and Director ----------------------------------------------------------------------------------------------------------------------------------- Kevin R. Parke* Trustee January 2002 2004 Massachusetts Financial Services Company, (born 12/14/59) Chief Investment Officer, President and Director ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES Lawrence H. Cohn, M.D. Trustee August 1993 2004 Brigham and Women's Hospital, Chief of (born 03/11/37) Cardiac Surgery; Harvard Medical School, Professor of Surgery ----------------------------------------------------------------------------------------------------------------------------------- William R. Gutow Trustee July 1994 2005 Private investor and real estate consultant; (born 09/27/41) Capitol Entertainment Management Company (video franchise), Vice Chairman ----------------------------------------------------------------------------------------------------------------------------------- J. Atwood Ives Trustee February 1992 2005 Private investor; KeySpan Corporation (born 05/01/36) (energy related services), Director; Eastern Enterprises (diversified services company), Chairman, Trustee and Chief Executive Officer (until November 2000) ----------------------------------------------------------------------------------------------------------------------------------- Abby M. O'Neill Trustee October 1992 2005(3) Private investor; Rockefeller Financial (born 04/27/28) Services, Inc. (investment advisers), Chairman and Chief Executive Officer ----------------------------------------------------------------------------------------------------------------------------------- Lawrence T. Perera Trustee July 1981 2004 Hemenway & Barnes (attorneys), Partner (born 06/23/35) ----------------------------------------------------------------------------------------------------------------------------------- William J. Poorvu Trustee August 1982 2003 Private Investor; Harvard University (born 04/10/35) Graduate School of Business Administration, Class of 1961; Adjunct Professor in Enterpreneurship Emeritus; CBL & Associates Properties, Inc. (real estate investment trust), Director ----------------------------------------------------------------------------------------------------------------------------------- J. Dale Sherratt Trustee August 1993 2003 Insight Resources, Inc. (acquisition (born 09/23/38) 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) ----------------------------------------------------------------------------------------------------------------------------------- Elaine R. Smith Trustee February 1992 2004 Independent health care industry consultant (born 04/25/46) ----------------------------------------------------------------------------------------------------------------------------------- Ward Smith Trustee October 1992 2003 Private investor (born 09/13/30) ---------- (1) Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment. (2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., "public companies"). (3) Ms. O'Neill will retire in accordance with each Trust's retirement policy on December 31, 2003. * "Interested person" of MFS within the meaning of the 1940 Act.
Messrs. Shames, Ballen and Parke 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 112 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 5% or more of each Trust's outstanding shares, Trustee compensation, and Board and Committee meetings appears under "Trust Information" beginning on page 6. REQUIRED VOTE. For MFS Government Markets Income Trust, MFS Multimarket Income Trust and MFS Special Value Trust, approval of this matter as to any nominee will require the affirmative vote of a plurality of a Trust's outstanding shares voting at the Meeting in person or by proxy. For MFS Municipal Income Trust, approval of this proposal as to any nominee will require the affirmative vote of a plurality of the outstanding preferred and common shares of the Trust, voting together as a single class, 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 public accountants of a Trust for the current fiscal year. TRUST AUDITOR FISCAL YEAR END ------------------------------------------------------------------------------- MFS Government Markets Income Trust Deloitte & Touche LLP November 30 ("Deloitte") MFS Multimarket Income Trust Ernst & Young LLP October 31 ("Ernst & Young") MFS Municipal Income Trust Deloitte October 31 MFS Special Value Trust Ernst & Young October 31 No Auditor 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 2002 fiscal year for filing with the Securities and Exchange Commission. William R. Gutow J. Atwood Ives William J. Poorvu J. Dale Sherratt Ward Smith The following table sets forth the aggregate fees paid to each Auditor (or certain of its affiliates) for each Trust's 2002 fiscal year, for professional services rendered for: (i) the audit of the Trust's financial statements for that fiscal year; (ii) the audits of the annual financial statements for all funds in the MFS fund complex audited by the Auditor; (iii) financial information systems design and implementation services to the Trust, MFS and any entity controlling, controlled by or under common control with MFS that provides services to the Trust (including MFS Service Center, Inc.); and (iv) all other services (other than the foregoing services) to the Trust, MFS, and any entity controlling, controlled by or under common control with MFS that provides services to the Trust. The Audit Committee of each Trust considered whether the provision of information technology services and of non-audit services by the Auditor is compatible with the maintenance of that firm's independence.
FINANCIAL ALL OTHER FEES INFORMATION (OTHER THANFEES SYSTEMS DESIGN AND LISTED IN IMPLEMENTATION ADJOINING COLUMNS) FEES PAID BY THE PAID BY THE TRUST, AGGREGATE AUDIT TRUST, MFS AND MFS MFS AND MFS AUDIT FEES PAID BY FEES PAID BY ALL RELATED ENTITIES RELATED ENTITIES THE TRUST FOR ITS FUNDS IN THE MFS THAT PROVIDE THAT PROVIDE MOST RECENT FISCAL COMPLEX AUDITED BY SERVICES TO THE SERVICES TO THE TRUST AUDITOR FISCAL YEAR END YEAR THE AUDITOR TRUST TRUST ----------------- ------------- ------------------- ------------------ ------------------ ------------------ ------------------ MFS Government Markets Income Trust Deloitte November 30 $34,700 $3,010,490 $206,050 $666,711 MFS Multimarket Income Trust Ernst & Young October 31 $38,000 $1,373,300 $ 0 $129,775 MFS Municipal Income Trust Deloitte October 31 $29,700 $3,039,065 $206,050 $685,311 MFS Special Value Trust Ernst & Young October 31 $34,000 $1,373,300 $ 0 $129,775
REQUIRED VOTE. For MFS Government Markets 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 5% or more of the outstanding shares of each Trust, Trustee compensation, and Board and Committee meetings. EXECUTIVE OFFICERS The following table provides information about the 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.
POSITION(s) HELD OFFICER PRINCIPAL OCCUPATIONS & OTHER WITH THE TRUST SINCE(1) DIRECTORSHIPS(2) DURING THE PAST FIVE NAME, DATE OF BIRTH YEARS ---------------------------------------------------------------------------------------------------------------------- OFFICERS John W. Ballen President August 2001 Massachusetts Financial Services Company, (born 09/01/59) Chief Executive Officer and Director ---------------------------------------------------------------------------------------------------------------------- James R. Bordewick, Jr. Assistant Secretary September 1990 Massachusetts Financial Services Company, (born 03/06/59) and Assistant Clerk Senior Vice President and Associate General Counsel ---------------------------------------------------------------------------------------------------------------------- Stephen E. Cavan Secretary and Clerk December 1989 Massachusetts Financial Services Company, (born 11/06/53) Senior Vice President, General Counsel and Secretary ---------------------------------------------------------------------------------------------------------------------- Stephanie A. DeSisto Assistant Treasurer April 2003 Massachusetts Financial Services Company, (born 10/01/53) 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 Assistant Treasurer August 2000 Massachusetts Financial Services Company, (born 09/18/63) Vice President (since August 2000); UAM Fund Services, Senior Vice President (prior to August 2000) ---------------------------------------------------------------------------------------------------------------------- Richard M. Hisey Treasurer July 2002 Massachusetts Financial Services Company, (born 08/29/58) 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, Treasurer (prior to September 2000) ---------------------------------------------------------------------------------------------------------------------- Ellen Moynihan Assistant Treasurer April 1997 Massachusetts Financial Services Company, (born 11/13/57) Vice President ---------------------------------------------------------------------------------------------------------------------- James O. Yost Assistant Treasurer September 1990 Massachusetts Financial Services Company, (born 06/12/60) Senior Vice President ------------ (1) Date first appointed to serve as officer of an MFS fund. Each officer has served continuously since appointment. (2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., "public companies").
Each of a 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 The following table shows as of August 1, 2003 (i) the dollar range of equity securities beneficially owned by each Trustee (a) of each Trust and (b), on an aggregate basis, in all MFS funds overseen by the Trustee and (ii) the number and percentage of shares of each Trust owned by each Trustee and by the Trustees and executive officers as a group. 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
PERCENT AGGREGATE DOLLAR OF THE RANGE OF EQUITY DOLLAR RANGE SHARES OF THE APPLICABLE SECURITIES IN ALL OF EQUITY TRUST CLASS MFS FUNDS OVERSEEN SECURITIES IN BENEFICIALLY OF THE NAME OF TRUSTEE INDIVIDUAL TRUST NAME BY THE TRUSTEE THE TRUST OWNED(1) TRUST ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES Jeffrey L. Shames MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust N 0 John W. Ballen MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust N 0 Kevin R. Parke MFS Government Markets Income Trust D 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 Government Markets Income Trust D N 0 MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust C 7,204.41 .104471% William R. Gutow MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust N 0 J. Atwood Ives MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust A 1,000.00 .001109% MFS Municipal Income Trust (Common Shares) A 1,000.00 .002514% MFS Municipal Income Trust (Preferred Shares) D 40.00 .714285% MFS Special Value Trust N 0 Abby M. O'Neill MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust N 0 Lawrence T. Perera MFS Government Markets Income Trust D A 250.00 .000396% MFS Multimarket Income Trust B 2,793.92 .003099% MFS Municipal Income Trust (Common Shares) A 250.00 .000628% MFS Special Value Trust N 0 William J. Poorvu MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust B 5,252.63 .005827% MFS Municipal Income Trust (Common Shares) B 3,438.43 .008646% MFS Special Value Trust N 0 J. Dale Sherratt MFS Government Markets Income Trust D A 360.00 .000571% MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust D 12,585.02 .182496% Elaine R. Smith MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust A 251.96 .000279% MFS Municipal Income Trust (Common Shares) A 159.27 .000400% MFS Municipal Income Trust (Preferred Shares) B 2.00 .035714% MFS Special Value Trust N 0 Ward Smith MFS Government Markets Income Trust D N 0 MFS Multimarket Income Trust N 0 MFS Municipal Income Trust N 0 MFS Special Value Trust N 0 TOTAL HOLDINGS OF TRUSTEES MFS Government Markets Income Trust N/A N/A AND EXECUTIVE OFFICERS AS A MFS Multimarket Income Trust N/A N/A GROUP MFS Municipal Income Trust (Common N/A N/A 610.00 .000967% Shares) N/A N/A 1,000.00 .010315% MFS Municipal Income Trust (Preferred N/A N/A 4,847.70 .012188% Shares) 42.00 .750000% MFS Special Value Trust 6,650.26 .286967% ------------ (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 1, 2003, to the best knowledge of each Trust, the following shareholders beneficially owned 5% or more of the outstanding shares of the Trusts. PERCENT OF OUTSTANDING NUMBER OF SHARES OF OUTSTANDING NOTED CLASS TRUST NAME NAME AND ADDRESS OF SHAREHOLDER CLASS OF SHARES SHARES OWNED OWNED ---------------------------------------------------------------------------------------------------------------------------------- MFS Government Markets Income Trust Cede & Co. Fast Common 50,535,223.43 80.16% PO Box 20 Bowling Green Station New York, NY 10274-0020 MFS Multimarket Income Trust Cede & Co. Fast Common 71,847,436.11 79.70% PO Box 20 Bowling Green Station New York, NY 10274-0020 MFS Municipal Income Trust Cede & Co. Fast Common 32,317,268.02 81.27% PO Box 20 Bowling Green Station New York, NY 10274-0020 Morgan Stanley & Co., Inc. Preferred 1,079.00 19.26% One Pierrepont Plaza 7th Floor Brooklyn, NY 11201 Citigroup Global Markets, Inc. Preferred 3,676.00 65.64% 333 W. 34th Street New York, NY 10001 UBS PaineWebber, Inc. Preferred 755.00 13.48% 1000 Harbor Blvd. Weehawken, NJ 07087 MFS Special Value Trust Cede & Co. Fast Common 5,754,159.01 83.44% PO Box 20 Bowling Green Station New York, NY 10274-0020 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. Interested Trustees do not receive any compensation from a Trust for their services as Trustees. The table includes information for Mr. Gibbons who retired at the end of 2002 in accordance with the mandatory retirement policy of each Trust.. TOTAL CASH COMPENSATION TRUSTEE FEES FROM TRUST AND NAME OF TRUSTEE INDIVIDUAL TRUST NAME FROM THE TRUST(1) FUND COMPLEX(2) ------------------------------------------------------------------------------------------------------------------------------- Lawrence W. Cohn, M.D. MFS Government Markets Income Trust $8,783 $148,006 MFS Multimarket Income Trust $6,222 $148,006 MFS Municipal Income Trust $3,556 $148,006 MFS Special Value Trust $4,893 $148,006 The Hon. Sir J. David MFS Government Markets Income Trust $8,875 $160,890 Gibbons, KBE MFS Multimarket Income Trust $6,274 $160,890 MFS Municipal Income Trust $3,585 $160,890 MFS Special Value Trust $4,902 $160,890 William R. Gutow MFS Government Markets Income Trust $5,333 $148,006 MFS Multimarket Income Trust $8,268 $148,006 MFS Municipal Income Trust $5,162 $148,006 MFS Special Value Trust $ 889 $148,006 J. Atwood Ives MFS Government Markets Income Trust $5,374 $164,031 MFS Multimarket Income Trust $6,820 $164,031 MFS Municipal Income Trust $6,291 $164,031 MFS Special Value Trust $ 894 $164,031 Abby M. O'Neill MFS Government Markets Income Trust $8,634 $146,450 MFS Multimarket Income Trust $5,989 $146,450 MFS Municipal Income Trust $3,422 $146,450 MFS Special Value Trust $4,364 $146,450 Lawrence T. Perera MFS Government Markets Income Trust $5,333 $151,574 MFS Multimarket Income Trust $8,814 $151,574 MFS Municipal Income Trust $5,602 $151,574 MFS Special Value Trust $ 889 $151,574 William J. Poorvu MFS Government Markets Income Trust $5,379 $161,463 MFS Multimarket Income Trust $9,418 $161,463 MFS Municipal Income Trust $6,074 $161,463 MFS Special Value Trust $ 895 $161,463 J. Dale Sherratt MFS Government Markets Income Trust $9,288 $149,006 MFS Multimarket Income Trust $6,228 $149,006 MFS Municipal Income Trust $3,559 $149,006 MFS Special Value Trust $5,394 $149,006 Elaine R. Smith MFS Government Markets Income Trust $5,388 $152,574 MFS Multimarket Income Trust $6,501 $152,574 MFS Municipal Income Trust $5,605 $152,574 MFS Special Value Trust $ 890 $152,574 Ward Smith MFS Government Markets Income Trust $9,395 $165,334 MFS Multimarket Income Trust $6,300 $165,334 MFS Municipal Income Trust $3,599 $165,334 MFS Special Value Trust $5,410 $165,334 ------------ (1) Information provided for the MFS Government Markets Income Trust is for the fiscal year ended November 30, 2002. Information provided for the MFS Multimarket Income Trust, MFS Municipal Income Trust, and MFS Special Value Trust is for the fiscal year ended October 31, 2002. (2) For calendar year 2002. Trustees receiving compensation from each Trust served as Trustee of 112 funds within the MFS Fund complex (having aggregate net assets at December 31, 2002 of approximately $74.3 billion). 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 FUNCTIONS MEMBERS(1) ---------------------------------------------------------------------------------------------------------------------------- AUDIT COMMITTEE 7 Provides oversight with respect to the accounting Gutow, Ives, Poorvu, and auditing procedures of the Trust and, among Sherratt and W. Smith 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 Funds, MFS and/ or certain affiliates. NOMINATING COMMITTEE 0 Recommends qualified candidates to the Board in All non-interested Trustees the event that a position is vacated or created. of the Board (Cohn, Gutow, The Nominating Committee would consider Ives, O'Neill, Perera, recommendations by shareholders if a vacancy were Poorvu, Sherratt, E. Smith to exist. Shareholders wishing to recommend and W. Smith) Trustee candidates for consideration by the Nominating Committee may do so by writing the Trust's Secretary. Such suggestions must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee to consideration of his or her name by the Committee. COMPENSATION COMMITTEE 0 Administers and approves all elements of All non-interested Trustees compensation for the Trustees who are not of the Board (Cohn, Gutow, "interested persons" of the Trust as defined in Ives, O'Neill, Perera, the 1940 Act or affiliated with the Trust's Poorvu, Sherratt, E. Smith investment adviser. and W. Smith) CONTRACTS REVIEW COMMITTEE 1 Requests, reviews and considers the information All non-interested Trustees deemed reasonably necessary to evaluate the terms of the Board (Cohn, Gutow, of the investment advisory agreement that the Ives, O'Neill, Perera, Trust proposes to renew or continue, and makes Poorvu, Sherratt, E. Smith its recommendations to the full Board of Trustees and W. Smith) on these matters. GOVERNANCE COMMITTEE 0 Reviews and articulates the governance structure Cohn, Ives, Poorvu, Shames*, of the Board of Trustees. The Committee advises Sherratt and W. Smith) and makes recommendations to the Board on matters concerning directorship practices and the functions and duties of the committees of the Board. PORTFOLIO TRADING AND MARKETING 6 Reviews process and procedures, internal controls Cohn, Perera, O'Neill and REVIEW COMMITTEE and compliance monitoring relating to (i) E. Smith portfolio trading, best execution and brokerage costs and trade allocations, (ii) the production and use of sales and marketing materials in various forms of media and (iii) the Trust's investment policies and practices. PRICING COMMITTEE 0 Reviews procedures for the valuation of Ballen*, Parke*, Poorvu, securities and periodically reviews information Shames*, E. Smith and from MFS regarding fair value and liquidity W. Smith determinations made pursuant to the board- approved procedures, and makes related recommendations to the full Board and, if requested by MFS, assists MFS's internal valuation committee and/or the full Board in resolving particular valuation matters. ------------ (1) Information about each committee member is set forth above on pages 3 and 4. * "Interested person" of MFS within the meaning of the 1940 Act.
Each Trust held 10 Board meetings during the Trust's 2002 fiscal year. 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 was previously included as an appendix to each Trust's proxy statement as required by applicable rules. The charter most recently was included in each Trust's 2001 proxy statement. 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. 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 a majority-owned subsidiary of Sun Life Assurance Company of Canada-U.S. Operations Holdings, Inc., One SunLife 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 Services of Canada, Inc., at the same address. MANNER OF VOTING PROXIES All proxies received by the 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 Messrs. Ballen, Poorvu, Sherratt and Smith as Trustees of the Trust (if still available for election) and ratification FOR the selection of the applicable Auditor as independent public accountants. 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 on a particular matter, present in person or represented by proxy, constitutes a quorum as to such matter. 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 2004 Annual Meeting of Shareholders must be received by the Trust on or prior to April 20, 2004. 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 Securities and Exchange Commission ("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, or written representations that no Forms 5 were required, each Trust believes that during its 2002 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. Each Trust believes that MFS personnel failed to make Form 3 (Initial Statement of Beneficial Ownership) filings for the following persons on a timely basis: James C. Baillie (MFS Director); James R. Bordewick, Jr. (Assistant Secretary of the Trusts); Ellen Moynihan (Assistant Treasurer of the Trusts); Donald M. Mykrantz (Senior Vice President of MFS); C. James Prieur (MFS Director); Richard D. Schmalensee (MFS Director); Robin A. Stelmach (Senior Vice President of MFS); William W. Stinson (MFS Director); and James O. Yost (Assistant Treasurer of the Trusts). In addition, MFS Special Value Trust believes that John F. Addeo (Vice President of MFS) did not file Form 3 (Initial Statement of Beneficial Ownership) on a timely basis; MFS Government Markets Income Trust believes that Matthew W. Ryan (Vice President of MFS) did not file Form 3 (Initial Statement of Beneficial Ownership) on a timely basis. In no case did any of these persons own shares of any Trust, and none of the late filings noted involved a failure to report current trading in any Trust's shares. ADDITIONAL INFORMATION 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 ratably by the Trusts. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY August 18, 2003 MFS(R) GOVERNMENT MARKETS INCOME TRUST MFS(R) MULTIMARKET INCOME TRUST MFS(R) MUNICIPAL INCOME TRUST MFS(R) SPECIAL VALUE TRUST MFS(R) GOVERNMENT MARKETS INCOME TRUST MFS(R) MULTIMARKET INCOME TRUST MFS(R) MUNICIPAL INCOME TRUST MFS(R) SPECIAL VALUE TRUST 500 Boylston Street, Boston, Massachusetts 02116 MFS-CE1-PRX-8/03 130M MFS(R) GOVERNMENT MARKETS INCOME TRUST MFS(R) MULTIMARKET INCOME TRUST MFS(R) MUNICIPAL INCOME TRUST MFS(R) SPECIAL VALUE TRUST 500 Boylston Street Boston, Massachusetts 02116 -------------------------------------------------------------------------------- Proxy Statement For the 2003 Annual Meetings of Shareholders to be held on October 7, 2003 -------------------------------------------------------------------------------- [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, 2003 The undersigned hereby appoints James R. Bordewick, Jr., Stephen E. Cavan, Richard M. Hisey, John W. Ballen, Kevin R. Parke and Jeffrey L. Shames 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 Tuesday, October 7, 2003 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 signers office. If a partnership, sign in the partnership name. MFS-MGF/MFM/MMT/MFV Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. FOR all WITHHOLD nominees authority to listed (except to vote as marked to for all YOUR TRUSTEES RECOMMEND THAT YOU VOTE the contrary nominees FOR ALL ITEMS. at left) [ ] [ ] ITEM 1. To elect a Board of Trustees. NOMINEES: (01) John W. Ballen, (02) William J. Poorvu, (03) J. Dale Sherratt, (04) Ward Smith ------------------------------------------------------------------------------- INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee's name in the space provided above. 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/MFM/MMT/MFV