Filed by the Registrant
☒ Filed by a Party Other Than the Registrant ☐
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 High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, MFS Municipal
Income Trust, and MFS Special Value Trust, (each, a Trust or Fund and collectively, the Trusts or Funds) to be used at the Meeting of Shareholders of each Trust (each, a Meeting) to be held
at 10:30 a.m. (Eastern Time) on October 1, 2020 for the purposes set forth in the accompanying Notice of the 2020 Annual Meeting of Shareholders (the Notice). In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Meeting will be held in virtual meeting format only. The Meeting will be accessible in real time, solely by means of remote audio communication. You will not be able to attend
the Meeting in person. To participate in the Meeting at www.meetingcenter.io/252584389, you must enter the Meeting password: MFS2020. You must enter the control number found on your proxy card. You may vote during the Meeting by following the
instructions available on the Meeting website during the Meeting. Information regarding the Board of Trustees can be found in the section of this Proxy Statement entitled Election of Trustees. If the enclosed form of proxy is executed
and returned, it may nevertheless be revoked prior to its exercise by a signed writing filed with the proxy tabulation agent, Computershare Trust Company, N.A. (Computershare), c/o Proxy Tabulator, PO Box 80800, Louisville, KY,
40233-9890, or by voting in person (virtually) at the Meeting. However, virtual attendance at the Meeting, by itself, will not revoke a previously submitted proxy.
On July 31, 2020, the following number of shares was outstanding for each Trust:
|
|
|
|
|
|
|
Trust
|
|
# of Common
Shares Outstanding
|
|
|
# of Preferred
Shares Outstanding
|
MFS Charter Income Trust
|
|
|
44,314,972
|
|
|
N/A
|
MFS Government Markets Income Trust
|
|
|
32,586,290
|
|
|
N/A
|
MFS High Income Municipal Trust
|
|
|
31,521,549
|
|
|
3,900
|
MFS High Yield Municipal Trust
|
|
|
28,325,314
|
|
|
3,000
|
MFS Intermediate High Income Fund
|
|
|
19,260,194
|
|
|
N/A
|
MFS Intermediate Income Trust
|
|
|
115,930,528
|
|
|
N/A
|
MFS Investment Grade Municipal Trust
|
|
|
9,110,245
|
|
|
1,950
|
MFS Multimarket Income Trust
|
|
|
61,334,735
|
|
|
N/A
|
MFS Municipal Income Trust
|
|
|
41,187,631
|
|
|
4,550
|
MFS Special Value Trust
|
|
|
7,215,413
|
|
|
N/A
|
Shareholders of record at the close of business on July 31, 2020 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 111 Huntington Avenue, Boston, Massachusetts 02199. Solicitation of proxies is being made by the mailing of the Notice and this Proxy Statement with its enclosures on or about
August 20, 2020. In addition to soliciting proxies by mail, the Trustees of your Trust and employees of Massachusetts Financial Services Company (MFS), your Trusts investment adviser and administrator, may solicit proxies in
person or by telephone. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne by each Trust.
The Trusts have engaged Computershare to provide solicitation and voting tabulation services. It is anticipated that the cost of these services will be $38,794 and may increase substantially in the event that any
proposal is contested or increased solicitation efforts are required.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meetings To Be Held on October 1, 2020.
The proxy statement is available at www.mfs.com. If your shares are held by your broker,
you must register in advance to participate and vote in the Meeting. To register, you must submit a Legal Proxy reflecting your trust holdings from your broker, along with your name and email address to Computershare. You may forward an email from
your intermediary or attach an image of your Legal Proxy to shareholdermeetings@computershare.com. Also, in order to revoke your proxy, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the
Fund.
Summary of Items
|
|
|
|
|
Item No.
|
|
Item Description
|
|
Trust
|
1.a.(i)
|
|
Election of Steven E. Buller, Peter D. Jones, and John P. Kavanaugh as Trustees of the Trust
|
|
Common Shareholders of:
MFS Charter Income
Trust
MFS Government Markets Income Trust
MFS
Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Special Value
Trust
|
|
|
|
1.b.(i)
|
|
Election of Steven E. Buller and Peter D. Jones as Trustees of the Trust
|
|
Common and Preferred Shareholders of:
MFS High
Income Municipal Trust
MFS High Yield Municipal Trust
MFS
Investment Grade Municipal Trust
MFS Municipal Income Trust
|
|
|
|
1.b.(ii)
|
|
Election of John P. Kavanaugh and Laurie J. Thomsen as Trustees of the Trust
|
|
Preferred Shareholders of:
MFS High Income
Municipal Trust
MFS High Yield Municipal Trust
MFS
Investment Grade Municipal Trust
MFS Municipal Income Trust
|
2
ITEM 1 ELECTION OF TRUSTEES
The Board of Trustees (the Board), 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 Trusts
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 currently consists of 11 trustees, nine of whom are Independent Trustees. An Independent Trustee serves as Chair of the Board. Taking into account the number, the diversity and the complexity of the Trusts overseen by the Board and the
aggregate amount of assets under management in the Trusts, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters to Committees of the Board. Each of the seven
standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, consists exclusively of Independent Trustees. In connection with each of the Boards regular meetings, the Independent Trustees
meet separately from MFS with their counsel. The Independent Trustees also meet regularly with the Trusts Chief Compliance Officer (who is also MFS Chief Compliance Officer) to receive reports regarding the compliance of the Trusts with
the federal securities laws and the Trusts compliance policies and procedures. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Trusts.
The Trusts have retained MFS as the Trusts investment adviser and administrator. MFS provides the Trusts with investment advisory services, and is
responsible for day-to-day administration of the Trusts and management of the risks that arise from the Trusts investments and operations. Certain employees of MFS
serve as the Trusts officers, including the Trusts principal executive officer and principal financial and accounting officer. The Board provides oversight of the services provided by MFS and its affiliates, including the risk management
activities of MFS and its affiliates (including those related to cyber security). In addition, each Committee of the Board provides oversight of its risk management activities with respect to the particular activities within the Committees
purview. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Trusts activities, including reports on each Trusts investment portfolio, the compliance of the Trusts with applicable
laws, and the Funds financial accounting and reporting. The Board also meets periodically with the portfolio managers of each Trusts to receive reports regarding the management of each Trusts, including its investment risks. The Board and the
relevant Committees meet periodically with MFS Chief Enterprise Risk Officer and MFS Chief Investment Risk Officer to receive reports on MFS and its affiliates risk management activities, including their efforts to
(i) identify key risks that could adversely affect the Trusts or MFS; (ii) implement processes and controls to mitigate such key risks; and (iii) monitor business and market conditions in order to facilitate the processes described in
(i) and (ii) above. In addition, the Board and the relevant Committees oversee risk management activities related to the key risks associated with services provided by various non-affiliated service
providers through the receipt of reports prepared by MFS, and, in certain circumstances, through the receipt of reports directly from service providers, such as in the case of each Trusts auditor, custodian, and pricing service providers. As
the Trusts operations are carried out by service providers, the Boards oversight of the risk management processes of the service providers, including processes to address cyber security and other operational failures, is inherently
limited.
Effective as of the election and qualification of the nominees at the 2020 Annual Meeting of Shareholders, the Board has fixed the number of
Trustees of each Trust at 11. Under the provisions of each Trusts
3
Declaration of Trust, the Trustees are divided into three classes, each having a term of three years. Under the terms of the Boards retirement policy, an Independent Trustee shall retire at
the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of an Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
For each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income
Trust, and MFS Special Value Trust, the Nomination and Compensation Committee has selected and nominated, and recommended that the Board nominate, for election by common shareholders, Steven E. Buller, Peter D. Jones, and John P. Kavanaugh as
Trustees of the class whose term will expire at the 2023 Annual Meeting of Shareholders (or special meeting in lieu thereof) of the Trust, in each case, to hold office until his or her successor is elected and qualified. The Board has nominated each
of the individuals selected and nominated by the Committee. Each nominee is presently a Trustee of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket
Income Trust, and MFS Special Value Trust and has agreed to serve as a Trustee of each Trust if elected. The Board recommends that you vote in favor of their election.
For each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust, the Nomination and Compensation Committee has selected and
nominated, and recommended that the Board nominate, for election by common and preferred shareholders, voting together as a single class, Steven E. Buller and Peter D. Jones as Trustees of the class whose term will expire at the 2023 Annual Meeting
of Shareholders (or special meeting in lieu thereof) to hold office until his or her successor is elected and qualified. The Nomination and Compensation Committee has also selected and nominated, and recommended that the Board nominate, for election
by preferred shareholders only, voting as a separate class, John P. Kavanaugh and Laurie J. Thomsen for a term that will expire at the next annual meeting of shareholders (or special meeting in lieu thereof) to hold office until his or her successor
is elected and qualified. The Board has nominated each of the individuals selected and nominated by the Committee. Each nominee is presently a Trustee of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal
Trust, and MFS Municipal Income Trust and has agreed to serve as Trustee of each Trust if elected. The Board recommends that you vote in favor of their election.
It is intended that, absent contrary instructions, proxies will be voted in favor of electing Steven E. Buller, Peter D. Jones, John P. Kavanaugh, and Laurie J. Thomsen. If, before the election, any nominee refuses
or is unable to serve, proxies will be voted for a replacement nominee designated by each Trusts current Trustees, or the Trustees may fix the number of Trustees at fewer than 11 for a Trust.
4
The following table presents certain information regarding the current Trustees of each Trust as of August 1,
2020, 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. Additional information about each Trustee follows the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name, Age
|
|
Position(s)
Held
With Trust
|
|
Trustee
Since(1)
|
|
Current
Term
Expiring(2)
|
|
|
Principal
Occupations
During The
Past Five Years
|
|
Other
Directorships
During the
Past Five Years(3)
|
|
|
|
|
INTERESTED TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert J. Manning(4)
(Age 56)
|
|
Trustee
|
|
February 2004
|
|
|
2022
|
|
|
Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer
(until
2015); Co-Chief Executive Officer
(2015-2016)
|
|
N/A
|
|
|
|
|
|
|
Robin A. Stelmach(4)
(Age 59)
|
|
Trustee
|
|
January 2014
|
|
|
2021
|
|
|
Massachusetts Financial
Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)
|
|
N/A
|
|
|
|
|
INDEPENDENT TRUSTEES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Kavanaugh
(Age 65)
|
|
Trustee and Chair of Trustees
|
|
January 2009
|
|
|
2020(5)(6)
|
|
|
Private investor
|
|
N/A
|
5
|
|
|
|
|
|
|
|
|
|
|
Name, Age
|
|
Position(s)
Held
With Trust
|
|
Trustee
Since(1)
|
|
Current
Term
Expiring(2)
|
|
Principal
Occupations
During The
Past Five Years
|
|
Other
Directorships
During the
Past Five Years(3)
|
|
|
|
|
|
|
Steven E. Buller
(Age 69)
|
|
Trustee
|
|
February 2014
|
|
2020
|
|
Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member
(until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014); BlackRock Finco UK (investment management), Director (until 2014)
|
|
N/A
|
|
|
|
|
|
|
John A. Caroselli
(Age 66)
|
|
Trustee
|
|
March 2017
|
|
2021
|
|
JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President
(until 2015)
|
|
N/A
|
|
|
|
|
|
|
Maureen R. Goldfarb
(Age 65)
|
|
Trustee
|
|
January 2009
|
|
2022
|
|
Private investor
|
|
N/A
|
|
|
|
|
|
|
Peter D. Jones
(Age 65)
|
|
Trustee
|
|
January 2019
|
|
2020
|
|
Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management),
Chairman (until 2015)
|
|
N/A
|
6
|
|
|
|
|
|
|
|
|
|
|
Name, Age
|
|
Position(s)
Held
With Trust
|
|
Trustee
Since(1)
|
|
Current
Term
Expiring(2)
|
|
Principal
Occupations
During The
Past Five Years
|
|
Other
Directorships
During the
Past Five Years(3)
|
|
|
|
|
|
|
James W. Kilman, Jr.
(Age 59)
|
|
Trustee
|
|
January 2019
|
|
2021
|
|
Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief
Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage - Financial Institutions Investment Banking
Group (until 2016)
|
|
alpha-En Corporation, Director (2016-2019)
|
|
|
|
|
|
|
Clarence Otis, Jr.
(Age 64)
|
|
Trustee
|
|
March 2017
|
|
2021
|
|
Darden Restaurants, Inc., Chief Executive Officer (until 2014)
|
|
VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta,
Director
(until 2015)
|
|
|
|
|
|
|
Maryanne L. Roepke
(Age 64)
|
|
Trustee
|
|
May 2014
|
|
2022
|
|
American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)
|
|
N/A
|
7
|
|
|
|
|
|
|
|
|
|
|
Name, Age
|
|
Position(s)
Held
With Trust
|
|
Trustee
Since(1)
|
|
Current
Term
Expiring(2)
|
|
Principal
Occupations
During The
Past Five Years
|
|
Other
Directorships
During the
Past Five Years(3)
|
|
|
|
|
|
|
Laurie J. Thomsen
(Age 62)
|
|
Trustee
|
|
March 2005
|
|
2020(5)
2022
(6)
|
|
Private Investor
|
|
The Travelers Companies, Director; Dycom Industries, Inc., Director
(since 2015)
|
(1)
|
|
Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from
December 15, 2004 until February 22, 2005, Mr. Manning served as an Advisory Trustee.
|
(2)
|
|
An Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years or service on the Board
(or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
|
(3)
|
|
Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., public companies).
|
(4)
|
|
Interested person of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the
principal federal law governing investment companies like the Trusts, as a result of holding a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
|
(5)
|
|
For each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust,
Mr. Kavanaugh and Ms. Thomsen serve as Trustees elected by the holders of preferred shares for a one-year term.
|
(6)
|
|
For each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket
Income Trust, and MFS Special Value Trust, Mr. Kavanaugh and Ms. Thomsen serve as Trustees elected by holders of common shares for a three-year term.
|
Unless otherwise noted, each current Trustee listed above served as a board member of 134 funds within the MFS Family of Funds (the MFS Funds) as of July 31, 2020. The address of each Trustee is
c/o MFS, 111 Huntington Avenue, Boston, Massachusetts 02199.
The following provides an overview of the considerations that led the Board to conclude
that each individual serving as a Trustee of the Trust should so serve. The current members of the Board have joined the Board at different points in time since 2004. Generally, no one factor was decisive in the original selection of an individual
to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals business and professional experience and accomplishments; (ii) the
individuals ability to work effectively with the other members of the Board; (iii) the individuals prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other
complex enterprises and organizations; and (iv) how the individuals skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
8
In respect of each current Trustee, the individuals substantial professional accomplishments and prior
experience, including, in some cases, in fields related to the operations of the Trusts, were a significant factor in the determination that the individual should serve as a Trustee of the Trusts. Following is a summary of each Trustees
professional experience and additional considerations that contributed to the Boards conclusion that an individual should serve on the Board:
Interested Trustees:
Robert J. Manning
Mr. Manning is Executive Chairman of MFS (the Funds investment adviser) and is Chairman of its Board. He has substantial
executive and investment management experience, having worked for MFS for over 30 years.
Robin A. Stelmach
Ms. Stelmach is Vice Chair of MFS (the Funds investment adviser). Previously she was Executive Vice President and Chief Operating Officer
of MFS and oversaw the companys Global Investment Technology and Global Investment & Client Support departments, as well as the MFS Service Center.
Independent Trustees:
Steven E. Buller, CPA
Mr. Buller has substantial accounting, investment management, and executive experience at firms within the investment management industry.
Mr. Buller was the Chief Financial Officer and Managing Director of BlackRock, Inc. (BlackRock), where he oversaw BlackRocks tax department, internal audit and control functions, and the global corporate and investment company
accounting policy. Prior to joining BlackRock, Mr. Buller was an auditor at Ernst & Young LLP for over 30 years, where he served as Global Director of Asset Management and as the audit partner for various investment company complexes.
Mr. Buller was chairman of the Financial Accounting Standards Advisory Council, and was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board. He has also served on the boards of BlackRock Finco UK, a
privately-held company, and Person-to-Person, a community service organization.
John A. Caroselli
Mr. Caroselli has substantial senior executive experience in the
financial services industry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and execution, merger integration, market growth plan design and
organizational development. He served as Executive Vice President and Chief Development Officer of First Capital Corporation, Executive Vice President and Chief Strategy Officer of KeySpan Corporation, and Executive Vice President of Corporate
Development of AXA Financial. Mr. Caroselli also held senior officer positions with Chase Manhattan Corporation, Chemical Bank, and Manufacturers Hanover Trust.
Maureen R. Goldfarb
Ms. Goldfarb has substantial executive and board experience at firms
within the investment management industry. She was the Chief Executive Officer and Chairman of the Board of Trustees of
9
the John Hancock Funds and an Executive Vice President of John Hancock Financial Services, Inc. Prior to joining John Hancock, Ms. Goldfarb was a Senior Vice President with Massachusetts
Mutual Life Insurance Company. She also held various marketing, distribution, and portfolio management positions with other investment management firms. Ms. Goldfarb is a former member of the Board of Governors of the Investment Company
Institute.
Peter D. Jones
Mr. Jones has substantial senior executive, accounting and investment management experience at firms within the investment management industry. Mr. Jones was the Chairman of Franklin Templeton
Institutional, LLC and President of Franklin Templeton Distributors Inc. Mr. Jones formerly was the President of IDEX Distributors, Inc., which oversaw the formation and launch of IDEX Mutual Funds (now part of Transamerica Funds).
Mr. Jones is a member of the Investment Advisory Council of the Florida State Board of Administration. Mr. Jones was formerly a CPA and served as Tax Manager at PricewaterhouseCoopers in Tampa, Florida and Atlanta, Georgia. Mr. Jones
previously served as a Trustee of Florida State University Foundation and a member of its Investment Committee.
John P. Kavanaugh
Mr. Kavanaugh has substantial executive, investment management, and board experience at firms within the investment management
and mutual fund industry and is a Chartered Financial Analyst. He was the Chief Investment Officer of The Hanover Insurance Group, Inc., and the President and Chairman of Opus Investment Management, Inc., an investment adviser. Mr. Kavanaugh
held research and portfolio management positions with Allmerica Financial and PruCapital, Inc. He previously served on the board of the Independent Directors Council, a unit of the Investment Company Institute which serves the mutual fund
independent director community.
James W. Kilman, Jr.
Mr. Kilman has substantial senior executive and investment banking management experience at firms within the investment management industry. Mr. Kilman is currently the Chief Financial Officer of Burford
Capital Limited, a global finance and investment management firm focusing on the law, and the Chief Executive Officer of KielStrand Capital LLC, a family office merchant bank that makes and manages investments and oversees philanthropic activities.
Mr. Kilman formerly was the Vice Chairman, Co-Head of Diversified Financials Coverage in the Financial Institutions Banking Group at Morgan Stanley & Co. Prior to joining Morgan Stanley,
Mr. Kilman was Managing Director in the Advisory Group within the Fixed Income Divisions Mortgage Department at Goldman Sachs & Co. Mr. Kilman also held managerial and investment positions with ABN AMRO Inc. and PaineWebber
Inc.
Clarence Otis, Jr.
Mr. Otis has substantial executive, financial, and board experience at publicly-traded and privately-held companies. Mr. Otis was the Chairman and Chief Executive Officer of Darden Restaurants, Inc., the
worlds largest full-service restaurant company, and where he previously served in other senior positions at Darden Restaurants, including Chief Financial Officer and Executive Vice President. Mr. Otis is a director of VF Corporation,
Verizon Communications, Inc., and The Travelers Companies. He is a former director of the Federal Reserve Bank of Atlanta.
10
Maryanne L. Roepke
Ms. Roepke has substantial executive and compliance experience within the investment management industry. She was a Senior Vice President and the Chief Compliance Officer of American Century Investments,
Inc. (American Century), where she worked for over 30 years. Ms. Roepke served on the board of the American Century SICAV, a mutual fund complex. She currently is a trustee of Rockhurst University. She is a former member
of the Investment Company Institutes Chief Compliance Officer Committee and Risk Management Advisory Committee.
Laurie J.
Thomsen
Ms. Thomsen has substantial venture capital financing experience, as well as board experience at publicly-traded and
privately-held companies. Ms. Thomsen was a co-founding General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies, and served as an Executive
Partner of New Profit, Inc., a venture philanthropy firm. Prior to that, she was a General Partner at Harbourvest Partners, a venture capital firm. Ms. Thomsen is a director of The Travelers Companies, Inc. and Dycom Industries, Inc.
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 below.
Required Vote. For MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income Trust, and MFS Special Value
Trust, the election of any nominee will require the affirmative vote of a plurality of the Trusts outstanding common shares voting at the Meeting in person or by proxy. For MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS
Investment Grade Municipal Trust, and MFS Municipal Income Trust, the election of Steven E. Buller and Peter D. Jones will require the affirmative vote of a plurality of the Trusts outstanding preferred and common shares, voting together as a
single class, at the Meeting in person or by proxy. For MFS High Income Municipal Trust, MFS High Yield Municipal Trust, and MFS Investment Grade Municipal Trust, the election of John P. Kavanaugh and Laurie J. Thomsen will require the
affirmative vote of a plurality of the Trusts outstanding preferred shares, voting as a separate class, at the Meeting in person or by proxy. For MFS Municipal Income Trust, the election of John P. Kavanaugh and Laurie J. Thomsen
will require the affirmative vote of a majority of the Trusts outstanding preferred shares, voting as a separate class, at the Meeting in person or by proxy.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH TRUST VOTE TO ELECT EACH OF THE NOMINEES AS A TRUSTEE OF EACH TRUST.
11
Committees
Each Trusts Board meets regularly throughout the year to discuss matters and take certain actions relating to the Trust. Each Trusts Board has several
standing committees, which are described below.
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Fiscal Year (1)
|
|
Functions
|
|
Current
Members(2)
|
AUDIT COMMITTEE
|
|
9
|
|
Oversees the accounting and auditing procedures of the Fund and, among other duties, considers the selection of the independent accountants for the Fund 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 Fund and any audit or non-audit services such
accountants provide to other MFS Funds, MFS and/or certain affiliates. The Committee is also responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal
accounting controls, or auditing matters and the confidential, anonymous submission of concerns regarding questionable fund accounting matters by officers of the Fund and employees of the Funds investment adviser, administrator, principal
underwriter, or any other provider of accounting-related services to the Fund. Reviews and evaluates the contractual arrangements of the Fund relating to custody and fund accounting services, and makes recommendations to the full Board on these
matters.
|
|
Buller*(3), Kilman,
Jr.*(3), Otis, Jr.*(3), and
Roepke*(3)
|
12
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Fiscal Year (1)
|
|
Functions
|
|
Current
Members(2)
|
COMPLIANCE COMMITTEE
|
|
5
|
|
Oversees the development and implementation of the Funds regulatory and fiduciary compliance policies, procedures, and practices under the 1940 Act, and other applicable laws, as well
as oversight of compliance policies of the Funds investment adviser and certain other service providers as they relate to Fund activities. The Funds Chief Compliance Officer assists the Committee in carrying out its
responsibilities.
|
|
Goldfarb*, Jones*, Otis, Jr.*, and Roepke*
|
|
|
|
|
CONTRACTS REVIEW COMMITTEE
|
|
4
|
|
Requests, reviews, and considers the information deemed reasonably necessary to evaluate the terms of the investment advisory and principal underwriting agreements and the Plan of
Distribution under Rule 12b-1 that each Fund proposes to renew or continue, and to make its recommendations to the full Board on these matters.
|
|
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and
Thomsen)
|
13
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Fiscal Year (1)
|
|
Functions
|
|
Current
Members(2)
|
NOMINATION AND COMPENSATION COMMITTEE
|
|
3
|
|
Recommends qualified candidates to the Board in the event that a position is vacated or created. The Committee will consider recommendations by shareholders when a vacancy exists.
Shareholders wishing to recommend candidates for Trustee for consideration by the Committee may do so by writing to the Funds Secretary at the principal executive office of the Fund. Such recommendations must be accompanied by biographical and
occupational data on the candidate (including whether the candidate would be an interested person of the Fund), a written consent by 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 Fund, 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 Independent Trustees.
|
|
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and
Thomsen)
|
14
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Fiscal Year (1)
|
|
Functions
|
|
Current
Members(2)
|
PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE
|
|
5
|
|
Oversees the policies, procedures, and practices of the Fund with respect to brokerage transactions involving portfolio securities as those policies, procedures, and practices are carried out
by MFS and its affiliates. The Committee also oversees the lending of portfolio securities, the Trusts borrowing and lending policies, and the administration of the Funds proxy voting policies and procedures by MFS. The Committee also
oversees the policies, procedures, and practices of the Applicable Fund Service Providers with respect to the selection and oversight of the Funds counterparties in derivatives, repurchase and reverse repurchase agreements, and similar
investment-related transactions. 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 Fund.
|
|
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and
Thomsen)
|
15
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Fiscal Year (1)
|
|
Functions
|
|
Current
Members(2)
|
PRICING COMMITTEE
|
|
5
|
|
Oversees the determination of the value of the portfolio securities and other assets held by the Fund 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. These policies include methodologies to be followed by MFS in determining the fair values of portfolio securities and other assets held by the Fund for which market
quotations are not readily available, and the Committee approves and/or ratifies these fair values. 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 Funds 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 Policy for
Compliance with Rule 2a-7 approved by the Board on behalf of each Fund which holds itself out as a money market fund in accordance with Rule 2a-7 under the
1940 Act. The Committee also reviews and evaluates the contractual arrangements of service providers relating to the pricing and valuation of the Funds portfolio securities and other assets.
|
|
Buller*, Caroselli*,
Kilman, Jr.*, and
Thomsen*
|
16
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Fiscal Year (1)
|
|
Functions
|
|
Current
Members(2)
|
SERVICES CONTRACTS COMMITTEE
|
|
5
|
|
Reviews and evaluates the contractual arrangements of the Fund relating to transfer agency, sub-transfer agency, and administrative services, and makes
recommendations to the full Board on these matters.
|
|
Caroselli*, Goldfarb*, Jones*, and Thomsen*
|
(1)
|
|
The number of committee meetings for the fiscal years ending October 31, 2019 and November 30, 2019 is the same for all committees.
|
(2)
|
|
Independent Trustees. Although Mr. Kavanaugh is not a member of all Committees of the Board, he is invited to and attends many of the Committees
meetings in his capacity as Chair of the Board.
|
(3)
|
|
Audit Committee Financial Expert.
|
The Trustees generally hold at least seven
regular meetings each calendar year. These regular meetings generally 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. During the fiscal years ended October 31, 2019 and November 30, 2019, each Trust held seven Board
meetings. Each Trustee attended at least 75% of the Board and applicable committee meetings noted for each Trust.
Audit Committee
Each Trusts Audit Committee consists only of Independent Trustees. Each Trusts Audit Committees statement on the Trusts most recent audited
financials is included below under the heading Independent Registered Public Accounting Firm. Each Trusts Board has adopted a written charter for the Audit Committee. A copy of the Committees charter is available at
www.mfs.com. To access a copy of the Committees charter, after entering the website by entering AMERICAS and United States as your location and entering Individual Investor as your role if you have not
already done so, hover your cursor over Products & Strategies, and then click on Closed End Funds under the INVESTMENT OPTIONS heading. Next, use the drop-down menu and click on the Fund name, then click
on the Resources tab, then click on the PROSPECTUS & REPORTS tab, and then click on Audit Committee Charter.
Nomination and Compensation Committee
The Trustees have
adopted a written charter for the Nomination and Compensation Committee. A copy of the Committees charter is available at www.mfs.com. To access a copy of the Committees charter, after entering the website by entering
AMERICAS and United States as your location and entering Individual Investor as your role if you have not already done so, hover your cursor over Products & Strategies, and then click on
Closed End Funds under the INVESTMENT OPTIONS heading. Next, use the drop-down menu and click on the Fund name, then click on the Resources tab, then click on the PROSPECTUS & REPORTS tab, and
then click on Nomination and Compensation Committee Charter.
Each Trusts Nomination and Compensation Committee consists only of
Independent Trustees.
17
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 candidates ability, judgment and expertise; (vi) overall diversity of the composition of the Board; and (vii) such
other factors as the Committee deems appropriate. While the Committee has not adopted a particular definition of diversity, when considering a nominees and the Boards diversity, the Committee generally considers the manner in which each
nominees professional experience, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience
(including with respect to gender and ethnicity) are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds. The Nomination and Compensation Committee may consider candidates for Trustee recommended by each
Trusts 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 Trusts expense to identify potential candidates.
The Nomination and Compensation Committee will review and consider
nominees recommended by shareholders to serve as Trustee, provided that the recommending shareholder follows the Procedures for Shareholders to Submit Nominee Candidates, which are set forth as Appendix B to the Trusts Nomination and
Compensation Committee Charter (which is available at www.mfs.com). Among other requirements, these procedures provide that the recommending shareholder must submit any recommendation in writing to the Trust, to the attention of the Trusts
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 Nomination and Compensation Committee takes the diversity of a particular nominee and the overall diversity of the Board into account when
considering and evaluating nominees for trustee. 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 July 31, 2020, the Trustees and
officers of each Trust as a group owned less than 1% of the outstanding shares of any Trust. The Board has adopted a policy requiring that each Independent Trustee shall have invested on an aggregate basis, within two years of membership on the
Board, an amount equal to his or her prior calendar years base retainer and meeting attendance fees in shares of the MFS Funds.
The following
table shows the dollar range of equity securities beneficially owned by each nominee or Trustee (a) of each Trust and (b) on an aggregate basis, in the MFS Funds overseen by the nominee or Trustee, as of July 31, 2020.
18
The following dollar ranges apply:
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Aggregate
Dollar
Range of
Equity
Securities in
the Trust
|
|
|
Aggregate Dollar
Range of
Securities in All
MFS Funds
Overseen or to
be Overseen by
the Nominee
|
|
|
|
|
INTERESTED TRUSTEES
|
|
|
|
|
|
|
|
|
Robert J. Manning
|
|
MFS Charter Income Trust
|
|
|
N
|
|
|
|
D
|
|
|
|
MFS Government Markets Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
|
N
|
|
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Special Value Trust
|
|
|
N
|
|
|
|
|
|
|
|
|
|
Robin A. Stelmach
|
|
MFS Charter Income Trust
|
|
|
N
|
|
|
|
D
|
|
|
|
MFS Government Markets Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
|
N
|
|
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Special Value Trust
|
|
|
N
|
|
|
|
|
|
|
|
|
INDEPENDENT TRUSTEES
|
|
|
|
|
|
|
|
|
Steven E. Buller
|
|
MFS Charter Income Trust
|
|
|
N
|
|
|
|
D
|
|
|
|
MFS Government Markets Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
|
N
|
|
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
|
B
|
|
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
|
N
|
|
|
|
|
|
|
|
MFS Special Value Trust
|
|
|
N
|
|
|
|
|
|
19
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Aggregate
Dollar
Range of
Equity
Securities in
the Trust
|
|
Aggregate Dollar
Range of
Securities in All
MFS Funds
Overseen or to
be Overseen by
the Nominee
|
John A. Caroselli
|
|
MFS Charter Income Trust
|
|
N
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
N
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
|
|
|
|
Maureen R. Goldfarb
|
|
MFS Charter Income Trust
|
|
B
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
A
|
|
|
|
|
MFS High Income Municipal Trust
|
|
B
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
A
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
A
|
|
|
|
|
|
|
Peter D. Jones
|
|
MFS Charter Income Trust
|
|
N
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
N
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
|
|
|
|
John P. Kavanaugh
|
|
MFS Charter Income Trust
|
|
A
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
A
|
|
|
|
|
MFS High Income Municipal Trust
|
|
B
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
A
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
C
|
|
|
|
|
MFS Multimarket Income Trust
|
|
B
|
|
|
|
|
MFS Municipal Income Trust
|
|
B
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
20
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Aggregate
Dollar
Range of
Equity
Securities in
the Trust
|
|
Aggregate Dollar
Range of
Securities in All
MFS Funds
Overseen or to
be Overseen by
the Nominee
|
James W. Kilman, Jr.
|
|
MFS Charter Income Trust
|
|
N
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
N
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
|
|
|
|
Clarence Otis, Jr.
|
|
MFS Charter Income Trust
|
|
N
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
N
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
|
|
|
|
Maryanne L. Roepke
|
|
MFS Charter Income Trust
|
|
B
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
A
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
B
|
|
|
|
|
MFS Special Value Trust
|
|
A
|
|
|
|
|
|
|
Laurie J. Thomsen
|
|
MFS Charter Income Trust
|
|
B
|
|
D
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
A
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
21
Shareholder Communications with the Board of Trustees
The Board of Trustees of each Trust has adopted procedures by which shareholders may send communications to the Board. Shareholders may mail written communications to the Board of Trustees, [Name of Trust],
Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, Massachusetts 02199, Attention: Secretary of the Trust. 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 Secretary is responsible for reviewing all properly submitted shareholder communications. The Secretary 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 Secretary determines that the communication requires more immediate attention, forward the communication to the Chair
of the Trustees promptly after receipt. The Secretary 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 Secretary 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 employees or agents capacity as a shareholder or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal. Each Trusts Trustees are not required to attend the Trusts shareholder meetings
or to otherwise make themselves available to shareholders for communications, other than pursuant to the aforementioned procedures. The Trustees did not attend the 2019 Annual Meeting of Shareholders.
Each Trusts 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.
22
Trustee Compensation Table
The table below shows the cash compensation paid to the Trustees by each Trust during the fiscal year ended on the date noted (see footnote 1). Interested Trustees receive no compensation from any Trust for their
services as Trustees.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Aggregate
Compensation
Paid by
Trust(1)
|
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense(1)
|
|
Total Trustee
Compensation
Paid by Trust
and Fund
Complex(2)
|
|
Steven E. Buller
|
|
MFS Charter Income Trust
|
|
$
|
6,583
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,750
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,007
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,350
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,312
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,251
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,785
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,584
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,773
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
MFS Special Value Trust
|
|
$
|
938
|
|
|
N/A
|
|
$
|
397,059
|
|
|
|
|
|
|
John A. Caroselli
|
|
MFS Charter Income Trust
|
|
$
|
6,561
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,741
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,998
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,342
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,309
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,225
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,779
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,561
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,756
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
935
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
|
|
|
Maureen R. Goldfarb
|
|
MFS Charter Income Trust
|
|
$
|
6,574
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,747
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,003
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,347
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,311
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,241
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,783
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,575
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,767
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
937
|
|
|
N/A
|
|
$
|
390,809
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Aggregate
Compensation
Paid by
Trust(1)
|
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense(1)
|
|
Total Trustee
Compensation
Paid by Trust
and Fund
Complex(2)
|
|
Michael Hegarty(3)
|
|
MFS Charter Income Trust
|
|
$
|
6,579
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,748
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,005
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,348
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,311
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,246
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,784
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,579
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,770
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
937
|
|
|
N/A
|
|
$
|
394,809
|
|
|
|
|
|
|
Peter D. Jones(4)
|
|
MFS Charter Income Trust
|
|
$
|
5,535
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,157
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,529
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
1,976
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,104
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
9,471
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,501
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
5,536
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,169
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
789
|
|
|
N/A
|
|
$
|
380,809
|
|
|
|
|
|
|
John P. Kavanaugh
|
|
MFS Charter Income Trust
|
|
$
|
6,650
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,776
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,035
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,373
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,320
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,330
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,801
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,652
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,823
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
944
|
|
|
N/A
|
|
$
|
445,809
|
|
|
|
|
|
|
James W. Kilman, Jr.(5)
|
|
MFS Charter Income Trust
|
|
$
|
5,540
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,158
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,531
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
1,978
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,105
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
9,476
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,502
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
5,540
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,172
|
|
|
N/A
|
|
$
|
384,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
790
|
|
|
N/A
|
|
$
|
384,809
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Aggregate
Compensation
Paid by
Trust(1)
|
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense(1)
|
|
Total Trustee
Compensation
Paid by Trust
and Fund
Complex(2)
|
|
Clarence Otis, Jr.
|
|
MFS Charter Income Trust
|
|
$
|
6,566
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,744
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,000
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,344
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,310
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,232
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,781
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,567
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,760
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
936
|
|
|
N/A
|
|
$
|
385,809
|
|
|
|
|
|
|
Maryanne L. Roepke
|
|
MFS Charter Income Trust
|
|
$
|
6,580
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,749
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,006
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,349
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,311
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,248
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,784
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,581
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,771
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
937
|
|
|
N/A
|
|
$
|
395,809
|
|
|
|
|
|
|
Laurie J. Thomsen
|
|
MFS Charter Income Trust
|
|
$
|
6,574
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,747
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
3,003
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,347
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,311
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
11,241
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,783
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
6,575
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,767
|
|
|
N/A
|
|
$
|
390,809
|
|
|
|
MFS Special Value Trust
|
|
$
|
937
|
|
|
N/A
|
|
$
|
390,809
|
|
(1)
|
|
Information provided for the MFS Intermediate Income Trust, MFS Municipal Income Trust, MFS Multimarket Income Trust, and MFS Special Value Trust is for the
fiscal year ended October 31, 2019. Information provided for the MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS Intermediate High Income Fund, MFS Investment Grade Municipal Trust, and
MFS High Yield Municipal Trust is for the fiscal year ended November 30, 2019.
|
(2)
|
|
For calendar year 2019 for 133 funds that paid Trustee compensation.
|
(3)
|
|
Mr. Hegarty retired as a Trustee of the Funds on December 31, 2019.
|
(4)
|
|
Mr. Jones became a Trustee of the Funds on January 1, 2019.
|
(5)
|
|
Mr. Kilman, Jr. became a Trustee of the Funds on January 1, 2019.
|
25
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 111 Huntington Avenue, Boston, Massachusetts 02199. MFS
and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial
Inc. (a diversified financial services company).
Independent Registered Public Accounting Firm
The Independent Registered Public Accounting Firm and fiscal year end for each Trust are listed below:
|
|
|
|
|
Trust
|
|
Independent Registered Public
Accounting Firm
|
|
Fiscal Year End
|
MFS Charter Income Trust
|
|
Ernst & Young LLP (E&Y)
|
|
November 30
|
MFS Government Markets Income Trust
|
|
Deloitte & Touche LLP (Deloitte)
|
|
November 30
|
MFS High Income Municipal Trust
|
|
E&Y
|
|
November 30
|
MFS High Yield Municipal Trust
|
|
E&Y
|
|
November 30
|
MFS Intermediate High Income Fund
|
|
E&Y
|
|
November 30
|
MFS Intermediate Income Trust
|
|
Deloitte
|
|
October 31
|
MFS Investment Grade Municipal Trust
|
|
E&Y
|
|
November 30
|
MFS Multimarket Income Trust
|
|
E&Y
|
|
October 31
|
MFS Municipal Income Trust
|
|
Deloitte
|
|
October 31
|
MFS Special Value Trust
|
|
E&Y
|
|
October 31
|
The Independent Registered Public Accounting Firm has no direct or material indirect interest in a Trust.
Representatives of the applicable Independent Registered Public Accounting Firm are not expected to be present at the Meeting, but they will have the opportunity to
make a statement if they wish, and they will be available should any matter arise requiring their presence.
Each Trusts Audit Committee submitted
the following statement to be included in this Proxy Statement:
The Audit Committee reviewed and discussed the audited financial
statements with Trust management. The Audit Committee also discussed with the independent public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCOAB)
and the Securities and Exchange Commission (SEC). The Audit Committee received the written disclosures and the letter from the independent public accounting firm required by the PCOAB regarding the independent public accounting
firms communications with the Audit Committee regarding independence, and discussed with the independent public accounting firm 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
Trusts annual report to shareholders for the Trusts 2019 fiscal year for filing with the SEC.
26
The members of each Trusts Audit Committee are: Steven E. Buller, James W. Kilman, Jr., Clarence Otis, Jr., and
Maryanne L. Roepke. (Michael Hegarty was a member of the Audit Committee at the time the Audit Committee submitted the above statement to be included in this Proxy Statement with respect to MFS Intermediate Income Trust, MFS Multimarket Income
Trust, MFS Municipal Income Trust, and MFS Special Value Trust, but retired as a Trustee of the Funds on December 31, 2019).
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 Trusts two most recent fiscal years, the fees billed by each Trusts Independent Registered Public Accounting Firm for (a) all audit and
non-audit services provided directly to the Trust and (b) those non-audit services provided to each Trusts Service Affiliates that relate directly to the
Trusts 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 Trusts two most recent fiscal years for non-audit services rendered to each Trust and each Trusts Service Affiliates.
27
The Audit Committee has considered whether the provision by each Trusts Independent Registered Public Accounting
Firm of non-audit services to each Trusts Service Affiliates that were not pre-approved by the Audit Committee because such services did not relate directly to the
operations and financial reporting of each Trust was compatible with maintaining the independence of the Independent Registered Public Accounting Firm as each Trusts principal auditor.
Officers
The following table provides information about the current executive officers of each Trust as of
August 1, 2020, 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.
|
|
|
|
|
|
|
Name, Age
|
|
Position(s) Held
With Trust
|
|
Officer Since(1)
|
|
Principal Occupations
During the Past Five Years(2)
|
OFFICERS
|
|
|
|
|
|
|
Christopher R. Bohane(3)
(Age 46)
|
|
Assistant Secretary and Assistant Clerk
|
|
July 2005
|
|
Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
|
|
|
|
|
Kino P. Clark(3)
(Age 52)
|
|
Assistant Treasurer
|
|
January 2012
|
|
Massachusetts Financial Services Company, Vice President
|
|
|
|
|
John W. Clark, Jr. (3)
(age 53)
|
|
Assistant Treasurer
|
|
April 2017
|
|
Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head Treasurers Office (until February
2017)
|
|
|
|
|
Thomas H. Connors(3)
(Age 60)
|
|
Assistant Secretary and Assistant Clerk
|
|
September 2012
|
|
Massachusetts Financial Services Company, Vice President and Senior Counsel
|
|
|
|
|
David L. DiLorenzo(3)
(Age 51)
|
|
President
|
|
July 2005
|
|
Massachusetts Financial Services Company, Senior Vice President
|
|
|
|
|
Heidi W. Hardin(3)
(Age 52)
|
|
Secretary and Clerk
|
|
April 2017
|
|
Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to
January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)
|
|
|
|
|
Brian E. Langenfeld(3)
(Age 47)
|
|
Assistant Secretary and Assistant Clerk
|
|
June 2006
|
|
Massachusetts Financial Services Company, Vice President and Senior Counsel
|
|
|
|
|
Amanda S. Mooradian(3)
(Age 41)
|
|
Assistant Secretary and Assistant Clerk
|
|
September 2018
|
|
Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
|
28
|
|
|
|
|
|
|
Name, Age
|
|
Position(s) Held
With Trust
|
|
Officer Since(1)
|
|
Principal Occupations
During the Past Five Years(2)
|
Susan A. Pereira(3)
(Age 49)
|
|
Assistant Secretary and Assistant Clerk
|
|
July 2005
|
|
Massachusetts Financial Services Company, Vice President and Assistant General Counsel
|
|
|
|
|
Kasey L. Phillips(3)
(Age 49)
|
|
Assistant Treasurer
|
|
September 2012
|
|
Massachusetts Financial Services Company, Vice President
|
|
|
|
|
Matthew A. Stowe(3)
(Age 45)
|
|
Assistant Secretary and Assistant Clerk
|
|
October 2014
|
|
Massachusetts Financial Services Company, Vice President and Assistant General Counsel
|
|
|
|
|
Martin J. Wolin(3)
(Age 52)
|
|
Chief Compliance Officer
|
|
July 2015
|
|
Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015)
|
|
|
|
|
James O. Yost(3)
(Age 60)
|
|
Treasurer
|
|
September 1990
|
|
Massachusetts Financial Services Company, Senior Vice President
|
(1)
|
|
Date first appointed to serve as officer of an MFS fund. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy
Treasurer of the Funds, respectively.
|
(2)
|
|
Officers do not serve as directors or trustees 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 111 Huntington Avenue, Boston, Massachusetts 02199.
|
Each Trusts officers held comparable positions with the 134 funds in the MFS Family of Funds as of July 31, 2020, and with certain affiliates of MFS. The
address of each officer is MFS, 111 Huntington Avenue, Boston, Massachusetts 02199.
Interests of Certain Persons
Schedule B attached hereto sets forth, as of July 31, 2020, 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.
29
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 Steven E. Buller, Peter D. Jones, John P. Kavanaugh, and Laurie J. Thomsen 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 the
outstanding shares of MFS High Income Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Intermediate High Income Fund, entitled to be cast at the Meeting that are present in person or represented by proxy constitutes a quorum, and
thirty percent (30%) of the outstanding shares of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Yield Municipal Trust, MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust, and MFS
Special Value Trust 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 John P. Kavanaugh and Laurie J. Thomsen as Trustees of MFS High Yield Municipal
Trust, and MFS Municipal Income Trust, a quorum also requires thirty percent (30%) of each Trusts outstanding preferred shares entitled to vote at the Meeting present in person or by proxy. With respect to the election of John P.
Kavanaugh and Laurie J. Thomsen as Trustees of MFS High Income Municipal Trust and MFS Investment Grade Municipal Trust, a quorum requires a majority of each Trusts outstanding preferred shares entitled to vote at the Meeting present in
person or by proxy. With respect to the election of Trustees, other than the election of John P. Kavanaugh and Laurie J. Thomsen as Trustees of MFS Municipal Income Trust, neither broker non-votes nor
abstentions nor withholding authority to vote have any effect on the outcome of the voting. With respect to the election of John P. Kavanaugh and Laurie J. Thomsen as Trustees of MFS Municipal Income Trust, broker non-votes, abstentions and withholding authority to vote have the effect of a vote against their elections as Trustees.
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 July 31, 2020, on each
matter on which the shareholder is entitled to vote. Each fractional share is entitled to a proportionate fractional vote.
Each Trust will reimburse the
record holders of its shares for their reasonable expenses incurred in sending proxy material to and obtaining voting instructions from beneficial owners.
Each Trust knows of no other matters to be brought before the meeting. If, however, because of any unexpected occurrence, any nominee is not available for election
or if any other matters properly come before the Meeting, it is each Trusts 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 shareholders right to vote electronically during the Meeting should the shareholder decide to participate in the virtual Meeting. To vote by mail, please mark, sign, date and return the enclosed proxy card following the
instructions printed on the card. Please refer to your proxy card for instructions for voting by telephone or internet.
30
Submission of Proposals
Proposals of shareholders which are intended to be included in the Trusts proxy statement and presented at the 2021 Annual Meeting of Shareholders must be received by the Secretary of the Trust, at the
Trusts principal office at 111 Huntington Avenue, Boston, Massachusetts, 02199, on or prior to April 22, 2021 for MFS Charter Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income
Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust, and MFS Special Value Trust. 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 2021 Annual Meeting of Shareholders without including the proposal in the Trusts proxy statement must ensure that the proposal is received by the Secretary of the Trust in good order and in compliance with all
applicable legal requirements and requirements set forth in the Trusts By-Laws and Declaration of Trust between June 21, 2021 and July 6, 2021, for MFS High Income Municipal Trust, MFS High
Yield Municipal Trust, MFS Intermediate High Income Fund, and MFS Investment Grade Municipal Trust, and between May 22, 2021 and July 6, 2021, for 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, at the Trusts principal office at 111 Huntington Avenue, Boston, Massachusetts, 02199. The persons named as proxies for the 2021 Annual Meeting of
Shareholders will have discretionary authority to vote on all matters presented at the meeting consistent with the SECs 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.
In the event that a quorum is not present for purposes of acting on the proposal, or if sufficient votes on the
proposal set forth in the Notice of Annual Meeting of Shareholders are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting or postponements from time to time, with no other notice
than an announcement at the Meeting, in order to permit further solicitation of proxies for the proposal. Any adjournment will require the affirmative vote of a majority of the votes properly cast on the question in person or by proxy at the session
of the meeting to be adjourned. The persons named as proxies will vote in favor of adjournment those proxies that they are entitled to vote in favor of such adjournment and will vote against any such adjournment all other proxies. Your fund pays the
costs of any additional solicitation and of any adjourned session. Any proposals for which sufficient votes in accordance with the Trustees recommendations have been received by the time of the meeting may be acted upon and considered final
regardless of whether the meeting is adjourned to permit additional solicitation with respect to any other proposal.
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.
31
Annual reports will be sent to shareholders of record of each Trust following each Trusts fiscal year end. A
copy of each Trusts most recent annual report and semi-annual report may be obtained without charge at www.mfs.com or by contacting Computershare, each Trusts transfer and shareholder servicing agent, 150 Royall Street, Canton,
Massachusetts, 02021, or by telephoning toll-free (800) 637-2304 or by email at mfs@computershare.com.
If
you need a proxy card or additional copies of this Proxy Statement and you are the holder of record of your shares, please contact Computershare at (866) 704-4437, or by email at
proxymaterials@computershare.com, or at https://www.proxy-direct.com/mfs-31372. A copy of this proxy statement is also available at www.mfs.com.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
August 20, 2020
|
MFS® CHARTER
INCOME TRUST
|
MFS® GOVERNMENT MARKETS INCOME TRUST
MFS® HIGH
INCOME MUNICIPAL TRUST
MFS® HIGH YIELD MUNICIPAL TRUST
MFS® INTERMEDIATE HIGH INCOME FUND
MFS® INTERMEDIATE INCOME TRUST
MFS® INVESTMENT
GRADE MUNICIPAL TRUST
MFS® MULTIMARKET INCOME TRUST
MFS® MUNICIPAL INCOME TRUST
MFS® SPECIAL VALUE TRUST
32
Schedule A
Independent Registered Public Accounting Firm Fees
For each Trusts last two fiscal years, fees billed by
each Trusts Independent Registered Public Accounting Firm for services provided directly to each Trust:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Registered
Public
Accounting
Firm
|
|
Audit Fees
|
|
|
Audit Related Fees
|
|
Trust
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
MFS Charter Income Trust
|
|
E&Y
|
|
|
$60,026
|
|
|
|
$57,913
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
MFS Government Markets Income Trust
|
|
Deloitte
|
|
|
$64,298
|
|
|
|
$62,646
|
|
|
|
$10,000
|
|
|
|
$10,000
|
|
MFS High Income Municipal Trust
|
|
E&Y
|
|
|
$61,758
|
|
|
|
$59,606
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
MFS High Yield Municipal Trust
|
|
E&Y
|
|
|
$61,758
|
|
|
|
$59,606
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
MFS Intermediate High Income Fund
|
|
E&Y
|
|
|
$61,995
|
|
|
|
$59,838
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
MFS Intermediate Income Trust
|
|
Deloitte
|
|
|
$65,112
|
|
|
|
$63,441
|
|
|
|
$10,000
|
|
|
|
$10,000
|
|
MFS Investment Grade Municipal Trust
|
|
E&Y
|
|
|
$61,758
|
|
|
|
$59,606
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
MFS Multimarket Income Trust
|
|
E&Y
|
|
|
$59,226
|
|
|
|
$57,913
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
MFS Municipal Income Trust
|
|
Deloitte
|
|
|
$63,642
|
|
|
|
$62,004
|
|
|
|
$10,000
|
|
|
|
$10,000
|
|
MFS Special Value Trust
|
|
E&Y
|
|
|
$53,401
|
|
|
|
$52,218
|
|
|
|
$11,875
|
|
|
|
$11,608
|
|
|
|
|
|
|
|
Independent
Registered
Public
Accounting
Firm
|
|
Tax Fees
|
|
|
All Other Fees
|
|
Trust
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
MFS Charter Income Trust
|
|
E&Y
|
|
|
$10,927
|
|
|
|
$10,676
|
|
|
|
$1,115
|
|
|
|
$1,139
|
|
MFS Government Markets Income Trust
|
|
Deloitte
|
|
|
$6,870
|
|
|
|
$6,716
|
|
|
|
$0
|
|
|
|
$0
|
|
MFS High Income Municipal Trust
|
|
E&Y
|
|
|
$10,562
|
|
|
|
$10,324
|
|
|
|
$1,045
|
|
|
|
$1,050
|
|
MFS High Yield Municipal Trust
|
|
E&Y
|
|
|
$10,562
|
|
|
|
$10,324
|
|
|
|
$1,036
|
|
|
|
$1,040
|
|
MFS Intermediate High Income Fund
|
|
E&Y
|
|
|
$10,834
|
|
|
|
$10,585
|
|
|
|
$1,014
|
|
|
|
$1,017
|
|
MFS Intermediate Income Trust
|
|
Deloitte
|
|
|
$6,601
|
|
|
|
$6,453
|
|
|
|
$0
|
|
|
|
$0
|
|
MFS Investment Grade Municipal Trust
|
|
E&Y
|
|
|
$10,562
|
|
|
|
$10,324
|
|
|
|
$1,026
|
|
|
|
$1,035
|
|
MFS Multimarket Income Trust
|
|
E&Y
|
|
|
$10,927
|
|
|
|
$10,676
|
|
|
|
$1,116
|
|
|
|
$1,142
|
|
MFS Municipal Income Trust
|
|
Deloitte
|
|
|
$7,877
|
|
|
|
$7,700
|
|
|
|
$0
|
|
|
|
$0
|
|
MFS Special Value Trust
|
|
E&Y
|
|
|
$10,169
|
|
|
|
$9,947
|
|
|
|
$1,011
|
|
|
|
$1,013
|
|
For each Trusts last two fiscal years, fees billed by each Trusts Independent Registered Public Accounting Firm for
services provided to the Trusts Service Affiliates that relate directly to such Trusts operations and financial reporting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Registered
Public
Accounting
Firm
|
|
Audit Related Fees(1)
|
|
|
Tax Fees(1)
|
|
|
All Other Fees(1)
|
|
Trust
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Service Affiliates of MFS Charter Income Trust
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$34,950
|
|
|
|
$103,950
|
|
Service Affiliates of MFS Government Markets Income Trust
|
|
Deloitte
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$3,790
|
|
|
|
$5,390
|
|
Service Affiliates of MFS High Income Municipal Trust
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$34,950
|
|
|
|
$103,950
|
|
Schedule A-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Registered
Public
Accounting
Firm
|
|
Audit Related Fees(1)
|
|
|
Tax Fees(1)
|
|
|
All Other Fees(1)
|
|
Trust
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Service Affiliates of MFS High Yield Municipal Trust
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$34,950
|
|
|
|
$103,950
|
|
Service Affiliates of MFS Intermediate High Income Fund
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$34,950
|
|
|
|
$103,950
|
|
Service Affiliates of MFS Intermediate Income Trust
|
|
Deloitte
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$3,790
|
|
|
|
$5,390
|
|
Service Affiliates of MFS Investment Grade Municipal Trust
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$34,950
|
|
|
|
$103,950
|
|
Service Affiliates of MFS Multimarket Income Trust
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$104,750
|
|
|
|
$34,150
|
|
Service Affiliates of MFS Municipal Income Trust
|
|
Deloitte
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$3,790
|
|
|
|
$5,390
|
|
Service Affiliates of MFS Special Value Trust
|
|
E&Y
|
|
|
$1,679,277
|
|
|
|
$1,728,076
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$104,750
|
|
|
|
$34,150
|
|
(1)
|
|
This amount reflects the fees billed to Service Affiliates of each Trust for non-audit services relating directly to the
operations and financial reporting of the Trust (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 Trusts two most recent fiscal years, for
non-audit services rendered to each Trust and each Trusts Service Affiliates:
|
|
|
|
|
|
|
|
|
|
|
Trust
|
|
Independent Registered
Public Accounting Firm
|
|
2019
|
|
|
2018
|
|
MFS Charter Income Trust and its Service Affiliates
|
|
E&Y
|
|
$
|
1,881,144
|
|
|
$
|
2,135,349
|
|
MFS Government Markets Income Trust and its Service Affiliates
|
|
Deloitte
|
|
$
|
20,660
|
|
|
$
|
22,106
|
|
MFS High Income Municipal Trust and its Service Affiliates
|
|
E&Y
|
|
$
|
1,880,709
|
|
|
$
|
2,134,908
|
|
MFS High Yield Municipal Trust and its Service Affiliates
|
|
E&Y
|
|
$
|
1,880,700
|
|
|
$
|
2,134,898
|
|
MFS Intermediate High Income Fund and its Service Affiliates
|
|
E&Y
|
|
$
|
1,880,950
|
|
|
$
|
2,135,136
|
|
MFS Intermediate Income Trust and its Service Affiliates
|
|
Deloitte
|
|
$
|
20,391
|
|
|
$
|
21,843
|
|
MFS Investment Grade Municipal Trust and its Service Affiliates
|
|
E&Y
|
|
$
|
1,880,690
|
|
|
$
|
2,134,893
|
|
MFS Multimarket Income Trust and its Service Affiliates
|
|
E&Y
|
|
$
|
2,033,145
|
|
|
$
|
1,983,352
|
|
MFS Municipal Income Trust and its Service Affiliates
|
|
Deloitte
|
|
$
|
21,667
|
|
|
$
|
23,090
|
|
MFS Special Value Trust and its Service Affiliates
|
|
E&Y
|
|
$
|
2,032,282
|
|
|
$
|
1,982,494
|
|
Schedule A-2
Schedule B
Interests of Certain Persons
As of July 31, 2020, to the best knowledge of each Trust, the shareholders
who beneficially owned more than 5% of the outstanding shares of any class of such Trust are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust
|
|
Name and Address
of Beneficial Owner
|
|
Title of
Class
|
|
Number of
Outstanding
Shares
Beneficially
Owned(1)
|
|
|
Percent of
Outstanding
Shares of
Noted Class
Owned
|
|
MFS Charter Income Trust
|
|
Morgan Stanley
1585 Broadway
New York, NY 10036
|
|
Common
|
|
|
3,473,661
|
|
|
|
7.70
|
%
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
Karpus Management, Inc.
183 Sullys
Trail
Pittsford, NY 14534
|
|
Common
|
|
|
4,918,985
|
|
|
|
15.10
|
%
|
|
|
|
|
|
|
|
1607 Capital Partners, LLC
13 South 13th Street
Suite 400
Richmond, VA 23219
|
|
Common
|
|
|
3,568,868
|
|
|
|
10.95
|
%
|
|
|
|
|
|
|
|
Sit Investment Associates, Inc.
3300 IDS
Center
80 South Eighth Street
Minneapolis, MN
55402
|
|
Common
|
|
|
2,760,933
|
|
|
|
8.47
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
2,549,634
|
|
|
|
7.82
|
%
|
|
|
|
|
|
|
|
Relative Value Partners, LLC
1033 Skokie
Boulevard
Suite 470
Northbrook, IL 60062
|
|
Common
|
|
|
1,740,873
|
|
|
|
5.33
|
%
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
Citibank, N.A.
399 Park Avenue
New York, NY 10043
|
|
Preferred
|
|
|
3,900
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
4,427,600
|
|
|
|
14.05
|
%
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
Citibank, N.A.
399 Park Avenue
New York, NY 10043
|
|
Preferred
|
|
|
3,000
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
4,093,183
|
|
|
|
14.45
|
%
|
Schedule B-1
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust
|
|
Name and Address
of Beneficial Owner
|
|
Title of
Class
|
|
Number of
Outstanding
Shares
Beneficially
Owned(1)
|
|
|
Percent of
Outstanding
Shares of
Noted Class
Owned
|
|
MFS Intermediate High Income Fund
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
1,249,164
|
|
|
|
6.36
|
%
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
20,946,778
|
|
|
|
17.92
|
%
|
|
|
|
|
|
|
|
Sit Investment Associates, Inc.
3300 IDS
Center
80 South Eighth Street
Minneapolis, MN
55402
|
|
Common
|
|
|
16,570,241
|
|
|
|
14.17
|
%
|
|
|
|
|
|
|
|
1607 Capital Partners, LLC
13 South 13th Street
Suite 400
Richmond, VA 23219
|
|
Common
|
|
|
12,792,069
|
|
|
|
10.94
|
%
|
|
|
|
|
|
|
|
Wells Fargo & Company
420 Montgomery
Street
San Francisco, CA 94163
|
|
Common
|
|
|
6,586,994
|
|
|
|
5.63
|
%
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
Citibank, N.A.
399 Park Avenue
New York, NY 10043
|
|
Preferred
|
|
|
1,950
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
Karpus Management, Inc.
183 Sullys
Trail
Pittsford, NY 14534
|
|
Common
|
|
|
931,725
|
|
|
|
10.20
|
%
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
4,839,178
|
|
|
|
7.53
|
%
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
Citibank, N.A.
399 Park Avenue
New York, NY 10043
|
|
Preferred
|
|
|
4,550
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive
Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
|
2,551,315
|
|
|
|
6.19
|
%
|
(1)
|
|
Amounts reflected are based on disclosure in Schedule 13D and 13G filings made with the SEC as of July 31, 2020.
|
Schedule B-2
|
|
|
|
|
CE-MULTI-PRX-8/20
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT!
|
|
|
|
|
|
|
EASY VOTING OPTIONS:
|
|
|
|
|
|
|
|
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan
the QR code
Follow the on-screen instructions
available 24 hours
(until
10:00 a.m. Eastern Time
on October 1, 2020)
|
|
|
|
|
|
|
|
VOTE BY TELEPHONE
Call toll free:
1-800-337-3503
Follow the recorded instructions
available 24 hours
(until 10:00
a.m. Eastern Time
on October 1, 2020)
|
|
|
|
|
|
|
|
VOTE BY MAIL
Vote, sign and date your
Proxy Card and return it in the
postage-paid envelope
(must be
received
by 10:00 a.m. Eastern Time
on October 1, 2020)
|
|
|
|
|
|
|
|
VOTE AT THE VIRTUAL
MEETING
on October 1,
2020
at 10:30 a.m. Eastern Time.
Please refer to the Proxy
Statement
for instructions
on how to participate in the Virtual
Meeting.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Charter Income Trust
|
|
|
111 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 1, 2020
This proxy is solicited on behalf of the Board of Trustees of the Trust
The signer of this proxy card hereby appoints Christopher R. Bohane, Thomas H. Connors, Brian E. Langenfeld, Amanda S. Mooradian, Susan A. Pereira, and Matthew
A. Stowe 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, to be held
virtually on the Internet on Thursday, October 1, 2020 at 10:30 a.m., Eastern Time, and at any adjournments or postponements thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on July 31, 2020 will be entitled to vote at the Trusts Meeting of Shareholders.
THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING. THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A
SECOND SOLICITATION FOR YOUR TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
|
|
|
|
|
|
|
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE:
1-800-337-3503
|
|
|
MCR_31372_081320
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 1, 2020.
The Proxy Statement for this meeting is available at https://www.proxy-direct.com/mfs-31372
PLEASE SIGN, DATE AND RETURN YOUR