UNITED STATED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the
Registrant
x
Filed by a
Party Other Than the Registrant
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Check the Appropriate Box:
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Preliminary Proxy Statement
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Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to sec. 240.14a-11(c) of sec. 240.14a-12
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MFS CALIFORNIA INSURED MUNICIPAL FUND
MFS CHARTER INCOME TRUST
MFS GOVERNMENT MARKETS INCOME TRUST
MFS HIGH INCOME MUNICIPAL TRUST
MFS HIGH YIELD MUNICIPAL TRUST
MFS INTERMARKET INCOME TRUST I
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
(Names of Registrants as
Specified in their Charters)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrants)
Payment of Filing Fee (Check the Appropriate Box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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MFS
®
CALIFORNIA
INSURED MUNICIPAL FUND
MFS
®
CHARTER INCOME
TRUST
MFS
®
GOVERNMENT MARKETS INCOME TRUST
MFS
®
HIGH INCOME
MUNICIPAL TRUST
MFS
®
HIGH YIELD
MUNICIPAL TRUST
MFS
®
INTERMARKET
INCOME TRUST I
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
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 2010 Annual Meeting of Shareholders
To be held on October 7, 2010
The 2010 Annual
Meeting of Shareholders of each of the above referenced trusts (each, a Trust or Fund and collectively, the Trusts or Funds) will be held at 500 Boylston Street, Boston, Massachusetts 02116, at 10:30
a.m. on Thursday, October 7, 2010, for the following purposes:
ITEM 1.
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To elect Trustees to the Board of Trustees of each Trust as outlined below:
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a.
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for each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS InterMarket Income Trust I, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS
Multimarket Income Trust, MFS Special Value Trust:
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i)
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three Trustees, Maureen R. Goldfarb, Robert J. Manning, and Laurie J. Thomsen, to be elected by shareholders of each Trust; and
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b.
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for each of MFS California Insured Municipal Fund, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, MFS Municipal Income
Trust:
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i)
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two Trustees, Maureen R. Goldfarb and Robert J. Manning, to be elected by the holders of common shares and preferred shares of the Trust, voting together as a single class; and
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ii)
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two Trustees, John P. Kavanaugh and Laurie J. Thomsen, to be elected by the holders of preferred shares only, voting as a separate class; and
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ITEM 2.
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To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
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THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
It is anticipated that each Trust will hold its meeting simultaneously with each other Trust. Shareholders of each Trust will vote separately on each item.
Only a Trusts shareholders of
record on August 5, 2010 will be entitled to receive notice of and to vote at that Trusts Meeting of Shareholders or any adjournment(s) or postponement(s) thereof.
By order of the Board of Trustees
SUSAN S. NEWTON
Assistant
Secretary and Assistant Clerk
August 25, 2010
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING OR
RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR THE TRUST. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS
®
CALIFORNIA
INSURED MUNICIPAL FUND
MFS
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CHARTER INCOME
TRUST
MFS
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GOVERNMENT MARKETS INCOME TRUST
MFS
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HIGH INCOME
MUNICIPAL TRUST
MFS
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HIGH YIELD
MUNICIPAL TRUST
MFS
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INTERMARKET
INCOME TRUST I
MFS
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INTERMEDIATE HIGH
INCOME FUND
MFS
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INTERMEDIATE INCOME TRUST
MFS
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INVESTMENT GRADE
MUNICIPAL TRUST
MFS
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MULTIMARKET
INCOME TRUST
MFS
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MUNICIPAL INCOME TRUST
MFS
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SPECIAL VALUE
TRUST
Proxy Statement
This Proxy
Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees of MFS California Insured Municipal Fund, MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust,
MFS High Yield Municipal Trust, MFS InterMarket Income Trust I, 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. on October 7,
2010 at 500 Boylston Street, Boston, Massachusetts 02116, for the purposes set forth in the accompanying Notice of the 2010 Annual Meeting of Shareholders (the Notice). Information regarding the Board of Trustees can be found in the
section of this Proxy Statement entitled Election of Trustees. If the enclosed form of proxy is executed and returned, it may nevertheless be revoked prior to its exercise by a signed writing filed with the proxy tabulation agent,
Computershare Trust Company, N.A. (Computershare), c/o Proxy Tabulator, 280 Oser Avenue, Hauppauge, New York, 11788-3610, or delivered at a Meeting. On August 5, 2010, the following number of shares were outstanding for each Trust:
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Trust
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# of Common
Shares Outstanding
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# of Preferred
Shares Outstanding
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MFS California Insured Municipal Fund
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2,782,993
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978
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MFS Charter Income Trust
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54,871,740
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N/A
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MFS Government Markets Income Trust
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32,386,782
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N/A
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MFS High Income Municipal Trust
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31,340,402
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3,900
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MFS High Yield Municipal Trust
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28,023,108
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3,000
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MFS InterMarket Income Trust I
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10,905,800
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N/A
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MFS Intermediate High Income Fund
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20,854,808
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N/A
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MFS Intermediate Income Trust
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116,772,381
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N/A
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MFS Investment Grade Municipal Trust
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11,518,489
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1,950
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MFS Multimarket Income Trust
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78,378,104
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N/A
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MFS Municipal Income Trust
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40,639,041
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4,550
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MFS Special Value Trust
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6,827,464
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N/A
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Shareholders of record at the close of
business on August 5, 2010 will be entitled to one vote for each share held, and each fractional share will be entitled to a proportionate fractional vote. Each Trust will vote separately on each item; votes of multiple Trusts will not be
aggregated.
The mailing address of each Trust is 500 Boylston Street, Boston, Massachusetts 02116. Solicitation of proxies is being made by the mailing
of this Notice and Proxy Statement with its enclosures on or about August 25, 2010. 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 shareholder meeting services including the distribution of this Proxy Statement and related
materials to shareholders as well as vote solicitation and tracking. It is anticipated that the cost of these services will be $244,811 and may increase substantially in the event that any vote 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 7, 2010.
The proxy statement is available at
www.MFS.com.
Directions to the meetings in order to vote in person are available by telephoning toll-free
(800) 225-2606.
Summary of Items
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Item No.
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Item Description
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Trust
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1.a.(i)
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Election of Maureen R. Goldfarb, Robert J. Manning, and Laurie J. Thomsen as Trustees of the Trust
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MFS Charter Income Trust
MFS Government Markets
Income Trust
MFS InterMarket Income Trust I
MFS
Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Special Value
Trust
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1.b.(i)
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Election of Maureen R. Goldfarb, and Robert J. Manning as Trustees of the Trust
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Common and Preferred Shareholders of
MFS
California Insured Municipal Fund
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS Investment Grade Municipal Trust
MFS Municipal Income Trust
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1.b.(ii)
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Election of John P. Kavanaugh and Laurie J. Thomsen as Trustees of the Trust
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Preferred Shareholders of
MFS California Insured
Municipal Fund
MFS High Income Municipal Trust
MFS High
Yield Municipal Trust
MFS Investment Grade Municipal Trust
MFS Municipal Income Trust
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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 consists of twelve trustees, ten of whom are Independent Trustees. An Independent Trustee serves as Chair of the Trustees. In addition, each of the seven
standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, is compromised exclusively of Independent Trustees. For a description of the oversight functions of each of the Committees, see
Committees on pages 11-16 of this Proxy Statement. Three of the Committees have as members all of the Independent Trustees, and the remaining Committees have four to six Independent Trustees as members. In connection with each of the
Boards regular meetings, the Independent Trustees meet separately from MFS with their counsel and with the Funds Independent Chief Compliance Officer. The Board reviews its leadership structure periodically and believes that its
structure is appropriate to enable the Board to exercise its oversight of the Funds.
The Funds have retained MFS as the Funds investment adviser
and administrator. MFS provides the Funds with investment advisory services, and is responsible for day-to-day administration of the Funds and management of the risks that arise from the Funds investments and operations. Employees of MFS serve
as the Funds officers, including the Funds principal executive officer. The Board provides oversight of the services provided by MFS, including the risk management activities. In addition, each Committee of the Board provides oversight
of MFS 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 Funds activities,
including regarding each Funds investment portfolio, the compliance of the Funds with applicable laws, and the Funds financial accounting and reporting. The Board and the relevant Committees meet periodically with MFS Chief
Regulatory Officer, MFS Chief Enterprise Risk Officer, and MFS Chief Investment Risk Officer to receive reports on MFS risk management activities. The Board also meets periodically with the Funds Independent Chief Compliance
Officer to receive reports regarding the compliance of the Funds with the federal securities laws and the Funds internal compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of the Funds to
receive reports regarding the management of the Funds, including their investment risks.
Effective as of the election and qualification of the nominees
at the 2010 Annual Meeting of Shareholders, the Board has fixed the number of Trustees of each Trust at eleven. Under the provisions of each Trusts Declaration of Trust, the Trustees are divided into three classes, each having a term of three
years.
For each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS InterMarket Income Trust I, 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 shareholders, Maureen R. Goldfarb,
Robert J. Manning, and Laurie J. Thomsen as Trustees of the class whose term will expire at the 2013 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 of Trustees has nominated each of the
3
individuals selected and nominated by the Committee. Each nominee is presently a Trustee of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS InterMarket Income Trust I, 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 of Trustees recommends that you vote in favor of their
election.
For each of MFS California Insured Municipal Fund, 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 holders of common shares and preferred shares, voting together as a
single class, Maureen R. Goldfarb and Robert J. Manning as Trustees of the class whose term will expire at the 2013 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 holders of preferred shares 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 of Trustees has nominated each of the individuals selected and
nominated by the Committee. Each nominee is presently a Trustee of MFS California Insured Municipal Fund, 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 of Trustees recommends that you vote in favor of their election.
It is intended that,
absent contrary instructions, proxies will be voted in favor of electing Maureen R. Goldfarb, John P. Kavanaugh, Robert J. Manning, and Laurie J. Thomsen. If, before the Meeting, any nominee refuses or is unable to serve, or if any of the nominees
is unavailable at the time of the Meeting, and such refusal or inability to serve or unavailability is not anticipated, the Trustees may vote for other nominees at their discretion, or the Trustees may fix the number of Trustees at fewer than eleven
for a Trust. Under the terms of each Trusts retirement policy, the Trustees have a mandatory retirement age of 73 years.
The following table
presents certain information regarding the current Trustees of each Trust, including their principal occupations, which, unless specific dates are shown, are of more than five years duration, although the titles may not have been the same
throughout. Additional information about each Trustee follows the table.
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Name, Age
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Position(s) Held
With Trust
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Trustee Since
(1)
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Term
Expiring
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Principal Occupations
During The Past Five Years &
Other
Directorships
(2)
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INTERESTED TRUSTEES
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Robert J.
Manning
(3)
(46)
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Trustee
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February 2004
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2013
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Massachusetts Financial Services Company, Chairman, Chief Executive Officer, and Director; President (until December 2009); Chief Investment Officer
(until July 2010)
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4
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Name, Age
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Position(s) Held
With Trust
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Trustee Since
(1)
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Term
Expiring
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Principal Occupations
During The Past Five Years &
Other
Directorships
(2)
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Robert C.
Pozen
(3)
(64)
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Trustee
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February 2004
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2012
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Massachusetts Financial Services Company, Chairman Emeritus; Chairman (until July 2010); Medtronic, Inc, (medical devices), Director (since 2004);
Harvard Business School (education), Senior Lecturer (since 2008); Telesat (satellite communications), Director (until November 2007) Bell Canada Enterprises (telecommunications), Director (until February 2009)
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INDEPENDENT TRUSTEES
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David H. Gunning
(68)
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Trustee and Chair of Trustees
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January 2004
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2012
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Retired; Cleveland-Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until May 2007); Lincoln Electric Holdings, Inc.
(welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting); Portman Limited (mining), Director (until 2008)
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Robert E. Butler
(68)
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Trustee
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January 2006
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2012
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Consultant investment company industry regulatory and compliance matters (since July 2002); PricewaterhouseCoopers LLP (professional services
firm), Partner (until 2002)
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Name, Age
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Position(s) Held
With Trust
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Trustee Since
(1)
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Term
Expiring
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Principal Occupations
During The Past Five Years &
Other
Directorships
(2)
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Lawrence H. Cohn,
M.D.
(4)
(73)
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Trustee
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June 1989
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2010
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Brigham and Womens Hospital, Senior Cardiac Surgeon (since 2005); Harvard Medical School, Professor of Cardiac Surgery; Partners HealthCare,
Physician Director of Medical Device Technology (since 2006); Brigham and Womens Hospital, Chief of Cardiac Surgery (until 2005)
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Maureen R. Goldfarb
(55)
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Trustee
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January 2009
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2013
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Private investor; John Hancock Financial Services, Inc., Executive Vice President (until 2004); John Hancock Mutual Funds, Trustee and Chief Executive
Officer (until 2004)
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William R. Gutow
(68)
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Trustee
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December 1993
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2011
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Private investor and real estate consultant; Capital Entertainment Management Company (video franchise), Vice Chairman; Texas Donuts (donut franchise),
Vice Chairman (since 2007) Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007)
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Michael Hegarty
(65)
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Trustee
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December 2004
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2011
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Private investor; AXA Financial (financial services and insurance), Vice Chairman and Chief Operating Officer (until 2001); The Equitable Life
Assurance Society (insurance), President and Chief Operating Officer (until 2001)
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6
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Name, Age
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Position(s) Held
With Trust
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Trustee Since
(1)
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Term
Expiring
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Principal Occupations
During The Past Five Years &
Other
Directorships
(2)
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John P. Kavanaugh
(55)
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Trustee
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January 2009
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2011
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Private investor; The Hanover Insurance Group, Inc., Vice President and Chief Investment Officer (until 2006); Allmerica Investment Trust, Allmerica
Securities Trust and Opus Investment Trust (investment companies), Chairman, President and Trustee (until 2006)
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J. Dale Sherratt
(71)
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Trustee
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June 1989
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2012
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Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General
Partner
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Laurie J. Thomsen
(53)
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Trustee
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March 2005
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2011
(5)
2013
(6)
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New Profit, Inc. (venture philanthropy), Executive Partner (since 2006); The Travelers Companies (commercial property liability insurance), Director
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Robert W. Uek
(69)
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Trustee
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January 2006
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2011
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Consultant to investment company industry; PricewaterhouseCoopers LLP (professional services firm), Partner (until 1999); TT International Funds (mutual fund complex), Trustee (until 2005);
Hillview Investment Trust II Funds (mutual fund complex), Trustee (until 2005)
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(1)
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Date first appointed to serve as Trustee of an MFS fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from
December 15, 2004 until February 22, 2005, Messrs. Pozen and Manning served as Advisory Trustees.
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(2)
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Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., public companies).
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(3)
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Interested person of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal
law governing investment companies like the Trusts, as a result of position with MFS. The address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.
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(4)
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Because Mr. Cohn will retire as a Trustee of the MFS Funds as of December 31, 2010, he is not standing for reelection as a Trustee of the Trusts.
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(5)
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For MFS California Insured Municipal Fund, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS
Municipal Income Trust.
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(6)
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For MFS Charter Income Trust, MFS Government Markets Income Trust, MFS InterMarket Income Trust I, MFS Intermediate High Income Fund, MFS Intermediate Income
Trust, MFS Multimarket Income Trust, and MFS Special Value Trust.
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Each current Trustee listed above, served as a board member of 99
funds within the MFS Family of Funds (the MFS Funds) as of December 31, 2009. The address of each Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.
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 1989. 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.
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 Funds, 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 each individual should serve on the Board:
Robert E. Butler, CPA
Mr. Butler has substantial
accounting and compliance consulting experience for clients in the investment management industry. Mr. Butler was a partner at PricewaterhouseCoopers LLP (PWC) (including its predecessor firms) for 24 years, and led the firms
National Regulatory Compliance Consulting Group, specializing in compliance consulting for investment management clients, including mutual funds and investment advisers. During his tenure at PWC, he served for ten years as a consultant to the
independent directors/trustees for two major fund groups during their contract deliberation processes. He also conducted branch reviews of insurance broker/dealers selling variable products. Since retiring from PWC, Mr. Butler has worked as a
consultant to mutual fund boards and investment advisers on regulatory and compliance matters. He has served as, or assisted, the independent compliance consultant in conjunction with the implementation of SEC market timing orders at three major
fund groups.
Lawrence H. Cohn, M.D.
Dr. Cohn is a Senior Cardiac Surgeon, and the former Chief of Cardiac Surgery, at Brigham and Womens Hospital in Boston, Massachusetts. He is also a
Professor of Cardiac Surgery at Harvard Medical School. Dr. Cohn has substantial investment company board experience, having served on boards of trustees responsible for oversight of funds in the MFS family of funds for over 20 years.
8
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 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.
David H. Gunning
Mr. Gunning has
substantial executive and board experience at publicly-traded and privately-held companies, including past service as the Vice Chairman and a director of Cleveland-Cliffs Inc. (now Cliffs Natural Resources Inc.), a director of Lincoln Electric
Holdings, Inc., and a director of Southwest Gas Corp. He is the former Chairman and Chief Executive Officer of Capitol American Financial Corp. Mr. Gunning is also a former partner and head of the corporate department of Jones Day, a large
international law firm.
William R. Gutow
Mr. Gutow is the Vice Chairman of Capital Entertainment Management Company. He has substantial senior executive experience at a publicly-traded company and
various privately held companies as well as board experience at privately held companies and non-profits. Mr. Gutow served as the Senior Vice President of Real Estate and Property Development for Zale Corporation. Mr. Gutow has substantial
investment company board experience, having served on boards of trustees responsible for oversight of funds in the MFS family of funds for over 16 years.
Michael Hegarty
Mr. Hegarty has substantial senior
executive and board experience at firms within the financial services industry, as well as board experience at publicly-traded and privately held companies. He served as the Vice Chairman and Chief Operating Officer of AXA Financial and as the
President and Chief Operating Officer of The Equitable Life Assurance Society. Mr. Hegarty also served as Vice Chairman of Chase Manhattan Corporation and Chemical Bank. He is a former director of Alliance Capital Management Corporation, which
serves as the general partner of a publicly-traded investment adviser, and a former trustee of investment companies in the EQ Advisers Trust family of funds.
John P. Kavanaugh
Mr. Kavanaugh has substantial
executive, investment management, and board experience at firms within the investment management industry, as well as board experience for other investment company families. Mr. Kavanaugh was the Vice President and Chief Investment Officer of
The Hanover Insurance Group, Inc., and the President of Opus Investment Management, Inc., an investment adviser. He also served as a trustee for various investment company complexes. Mr. Kavanaugh held research analyst and portfolio management
positions with Allmerica Financial and PruCapital, Inc. He is also a Chartered Financial Analyst.
Robert J. Manning
Mr. Manning is Chairman and Chief Executive Officer of MFS (the MFS Funds investment adviser) and in this capacity heads its Board of Directors. He has
substantial executive and investment management
9
experience, having worked for MFS for 25 years. He also is a member of the Board of Directors of MFS and chairman of the University of Massachusetts Board of Trustees.
Robert C. Pozen
Mr. Pozen is Chairman Emeritus of MFS
(the MFS Funds investment adviser). He has substantial senior executive and board experience within the investment management industry, as well as board experience for publicly-traded companies. He is a director of Medtronic, Inc. He is also a
Senior Lecturer at Harvard Business School.
J. Dale Sherratt
Mr. Sherratt is the President of Insight Resources and the Managing General Partner of Wellfleet Investments. He was a senior executive at Colgate-Palmolive
and the Chief Executive Officer of the Kendall Company in Boston, Massachusetts. Mr. Sherratt has held senior executive positions at various healthcare technology companies, and served on the boards of directors of publicly-traded companies and
numerous early stage technology companies. Mr. Sherratt has substantial investment company board experience, having served on boards of trustees responsible for oversight of funds in the MFS family of funds for over 20 years.
Laurie J. Thomsen
Ms. Thomsen is an Executive Partner
of New Profit, Inc., a venture philanthropy firm. She 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. Prior to that, she was a General Partner at the venture capital firm, Harbourvest Partners. Ms. Thomsen is a director of The Travelers Companies, Inc.
and a trustee of Williams College. She is a former director of Travelers Property Casualty Corp. and New Profit.
Robert W. Uek, CPA
Mr. Uek has substantial accounting and consulting experience for clients in the investment management industry. Mr. Uek was a partner in the investment
management industry group of PricewaterhouseCoopers LLP, and was the chair of the investment management industry group for Coopers & Lybrand. He also has served as a consultant to mutual fund boards. Mr. Uek previously served on the
boards of trustees of investment companies in the TT International family of funds and Hillview Capital family of funds. Mr. Uek is a former Chairman of the Independent Directors Council, a unit of the Investment Company Institute that serves
the mutual fund independent director community.
Information about each Trust, including information about its investment adviser and administrator,
independent registered public accounting firm, executive officers, and the interests of certain persons, appears under Trust Information beginning on page 27.
Required Vote.
For MFS Charter Income Trust, MFS Government Markets Income Trust, MFS InterMarket Income Trust I, 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 California Insured Municipal Fund, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust, the election of Mr. Manning and
Ms. Goldfarb will require the affirmative vote of a plurality of the Trusts outstanding
10
preferred and common shares, voting together as a single class, at the Meeting in person or by proxy and the election of Mr. Kavanaugh and Ms. 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 Mr. Kavanaugh and Ms. 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 TRUSTEE OF EACH TRUST.
Committees
Each Trusts Board of Trustees 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
Last
Fiscal
Year
(1)
|
|
Functions
|
|
Current
Members
(2)
|
AUDIT COMMITTEE
|
|
8
|
|
Oversees the accounting and auditing procedures of the Trust and, among other things, considers the selection of the independent accountants for the Trust and the scope of the audit, and
considers the effect on the independence of those accountants of any non-audit services such accountants provide to the Trust and any audit or non-audit services such accountants provide to other MFS Trusts, MFS and/or certain affiliates. The
Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission
of concerns regarding questionable Trust accounting matters by officers of the Trust and employees of the Trusts investment adviser, administrator, principal underwriter or any other provider of accounting-related services to the
Trust.
|
|
Butler*
(3)
,
Kavanaugh*
(3)
, Sherratt*,
Thomsen*
(3)
, and
Uek*
(3)
|
11
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Last
Fiscal
Year
(1)
|
|
Functions
|
|
Current
Members
(2)
|
COMPLIANCE AND GOVERNANCE COMMITTEE
|
|
7
|
|
Oversees the development and implementation of the Trusts 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 Trusts investment adviser and certain other service providers as they relate to Trust activities. the Trusts Independent Chief Compliance Officer, assists the Committee in carrying out its
responsibilities. In addition, the Committee advises and makes recommendations to the Board on matters concerning Trustee practices and recommendations concerning the functions and duties of the committees of the Board.
|
|
Butler*, Cohn*, Goldfarb*, Gutow*, and Sherratt*
|
|
|
|
|
CONTRACTS REVIEW COMMITTEE
|
|
7
|
|
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 the Trust proposes to renew or continue, and to make its recommendations to the full Board of Trustees on these matters.
|
|
All Independent Trustees of the Board (Butler, Cohn, Goldfarb, Gunning, Gutow, Hegarty, Kavanaugh, Sherratt, Thomsen, and
Uek)
|
12
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Last
Fiscal
Year
(1)
|
|
Functions
|
|
Current
Members
(2)
|
NOMINATION AND COMPENSATION COMMITTEE
|
|
4
|
|
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 Trusts Secretary at the principal executive office of the Trust. Such recommendations must be accompanied by biographical
and occupational data on the candidate (including whether the candidate would be an interested person of the Trust), a written consent of the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership
information for the recommending shareholder with respect to the Trust, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration. The Committee is also responsible for making recommendations
to the Board regarding any necessary standards or qualifications for service on the Board. The Committee also reviews and makes recommendations to the Board regarding compensation for the Independent Trustees.
|
|
All Independent Trustees of the Board (Butler, Cohn, Goldfarb, Gunning, Gutow, Hegarty, Kavanaugh, Sherratt, Thomsen, and
Uek)
|
13
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Last
Fiscal
Year
(1)
|
|
Functions
|
|
Current
Members
(2)
|
PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE
|
|
7
|
|
Oversees the policies, procedures, and practices of the Trust 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 Trusts borrowing and lending policies and the administration of the Trusts 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 and its affiliates regarding their compliance activities in connection with marketing, sales and distribution activities relating to the Trust.
|
|
Cohn*, Goldfarb*, Gutow*, and Hegarty*
|
14
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Last
Fiscal
Year
(1)
|
|
Functions
|
|
Current
Members
(2)
|
PRICING COMMITTEE
|
|
7
|
|
Oversees the determination of the value of the portfolio securities and other assets held by the Trust and determines or causes to be determined the fair value of securities and assets for
which market quotations are not readily available in accordance with the 1940 Act. The Committee delegates primary responsibility for carrying out these functions to MFS and MFS internal valuation committee pursuant to pricing
policies and procedures approved by the Committee and adopted by the full Board, which include methodologies to be followed by MFS to determine the fair values of portfolio securities and other assets held by the Trust for which market quotations
are not readily available. The Committee meets periodically with the members of MFS internal valuation committee to review and assess the quality of fair valuation and other pricing determinations made pursuant to the Trusts pricing
policies and procedures, and to review and assess the policies and procedures themselves. The Committee also exercises the responsibilities of the Board under the Amortized Cost Valuation Procedures approved by the Board on behalf of each Trust
which holds itself out as a money market fund in accordance with Rule 2a-7 under the 1940 Act.
|
|
Hegarty*, Kavanaugh*, Thomsen*, and Uek*
|
15
|
|
|
|
|
|
|
Name of Committee
|
|
Number of
Meetings in
Last
Fiscal
Year
(1)
|
|
Functions
|
|
Current
Members
(2)
|
SERVICES CONTRACTS COMMITTEE
|
|
4
|
|
Reviews and evaluates the contractual arrangements of the Trust relating to transfer agency, administrative services, custody, pricing and bookkeeping services, and makes recommendations to
the full Board of Trustees on these matters.
|
|
All Independent Trustees of the Board (Butler, Cohn, Goldfarb, Gunning, Gutow Hegarty, Kavanaugh, Sharratt, Thomsen, and Uek)
|
(1)
|
|
The number of committee meetings for the fiscal years ending October 31, 2009 and November 30, 2009 is the same for all committees.
|
(2)
|
|
Information about each committee member is set forth above on pages 4-10. Although Mr. Gunning is not a member of all Committees of the Board, he is invited
to and attends many of the Committees meetings in his capacity as Chair of the Trustees.
|
(3)
|
|
Audit Committee Financial Expert.
|
The Trustees generally hold at least eight
regular meetings each calendar year. These regular meetings take place over a two-day period. The performance and operations of each of the Trusts is reviewed by the Trustees at each meeting and more in-depth reviews of particular Trusts are
conducted by the Trustees throughout the year. During the fiscal years ended October 31, 2009 and November 30, 2009, each Trust held 11 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 report 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.
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.
Each
Trusts Nomination and Compensation Committee consists only of Independent Trustees.
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
16
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 August 5, 2010, the Trustees and
officers of each Trust as a whole owned less than 1% of the outstanding shares of any Trust.
The following table shows the dollar range of equity
securities beneficially owned by each nominee or Trustee (a) of each Trust and (b) on an aggregate basis, in all MFS funds overseen by the nominee or Trustee, as of August 5, 2010.
The following dollar ranges apply:
17
|
|
|
|
|
|
|
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 California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
N
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
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
|
|
|
|
|
|
|
Robert C. Pozen
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
N
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
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
|
|
|
|
|
Robert E. Butler
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
B
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
B
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
B
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
18
|
|
|
|
|
|
|
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
|
Lawrence H. Cohn, M.D.
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
C
|
|
|
|
|
MFS Government Markets Income Trust
|
|
B
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
D
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
B
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
C
|
|
|
|
|
|
|
Maureen R. Goldfarb
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
B
|
|
|
|
|
MFS Government Markets Income Trust
|
|
B
|
|
|
|
|
MFS High Income Municipal Trust
|
|
B
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
B
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
B
|
|
|
|
|
|
|
David H. Gunning
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
A
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
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
|
|
|
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
|
William R. Gutow
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
A
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
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
|
|
|
|
|
|
|
Michael Hegarty
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
B
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
B
|
|
|
|
|
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 California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
A
|
|
|
|
|
MFS Government Markets Income Trust
|
|
B
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
B
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
B
|
|
|
|
|
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
|
J. Dale Sherratt
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
D
|
|
|
|
|
MFS Government Markets Income Trust
|
|
B
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
C
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
D
|
|
|
|
|
|
|
Laurie J. Thomsen
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
B
|
|
|
|
|
MFS Government Markets Income Trust
|
|
N
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
B
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
N
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
N
|
|
|
|
|
|
|
Robert W. Uek
|
|
MFS California Insured Municipal Fund
|
|
N
|
|
D
|
|
|
MFS Charter Income Trust
|
|
B
|
|
|
|
|
MFS Government Markets Income Trust
|
|
B
|
|
|
|
|
MFS High Income Municipal Trust
|
|
N
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
N
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
N
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
N
|
|
|
|
|
MFS Intermediate Income Trust
|
|
B
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
N
|
|
|
|
|
MFS Multimarket Income Trust
|
|
B
|
|
|
|
|
MFS Municipal Income Trust
|
|
N
|
|
|
|
|
MFS Special Value Trust
|
|
A
|
|
|
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,
21
[Name of Trust], c/o Massachusetts Financial Services Company, 500 Boylston Street, Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent Chief Compliance Officer. Shareholder
communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS Trust to which they relate and (iii) identify the class and number of shares held by the shareholder. Each Trusts Independent Chief
Compliance Officer (ICCO) is responsible for reviewing all properly submitted shareholder communications. The ICCO shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next
regularly scheduled meeting or (ii) if the ICCO determines that the communication requires more immediate attention, forward the communication to the Chair of the Trustees promptly after receipt. The ICCO may, in good faith, determine that a
shareholder communication should not be provided to the Board because it is ministerial in nature (such as a request for Trust literature, share data or financial information). The ICCO may in such cases forward the communication to the appropriate
party or parties at MFS. These procedures do not apply to (i) any communication from an officer or Trustee of the Trust, (ii) any communication from an employee or agent of the Trust, unless such communication is made solely in such
employees or agents capacity as a shareholder or (iii) any shareholder proposal submitted pursuant to Rule l4a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal.
Each 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. No Board members attended
the 2009 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
|
|
Trustee
Fees
From
Trust
(1)
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense
|
|
Total Cash
Compensation
From Trust
and
Fund
Complex
(2)
|
Robert E. Butler
|
|
MFS California Insured Municipal Fund
|
|
$
|
981
|
|
N/A
|
|
$
|
237,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,342
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,167
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,654
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,075
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,344
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,152
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,564
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,592
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,337
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,164
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,027
|
|
N/A
|
|
|
|
|
|
|
|
|
Lawrence H. Cohn, M.D.
|
|
MFS California Insured Municipal Fund
|
|
$
|
971
|
|
$0
|
|
$
|
215,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,192
|
|
$10,790
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,094
|
|
$2,007
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,613
|
|
$0
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,042
|
|
$0
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,316
|
|
$0
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,138
|
|
$0
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,298
|
|
$1,009
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,561
|
|
$0
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,179
|
|
$0
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,088
|
|
$0
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,014
|
|
$(300)
|
|
|
|
|
|
|
|
|
Maureen R. Goldfarb
(4)
|
|
MFS California Insured Municipal Fund
|
|
$
|
851
|
|
N/A
|
|
$
|
216,853
|
|
|
MFS Charter Income Trust
|
|
$
|
6,310
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,590
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,291
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
1,791
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,154
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
998
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
9,270
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,369
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
5,414
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,080
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
763
|
|
N/A
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Trustee
Fees
From
Trust
(1)
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense
|
|
Total Cash
Compensation
From Trust
and
Fund
Complex
(2)
|
David H. Gunning
|
|
MFS California Insured Municipal Fund
|
|
$
|
996
|
|
N/A
|
|
$
|
281,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,579
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,281
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,720
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,128
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,387
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,175
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,887
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,643
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,537
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,262
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,043
|
|
N/A
|
|
|
|
|
|
|
|
|
William R. Gutow
|
|
MFS California Insured Municipal Fund
|
|
$
|
972
|
|
N/A
|
|
$
|
216,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,199
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,097
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,615
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,044
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,317
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,139
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,310
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,562
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,186
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,091
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,015
|
|
N/A
|
|
|
|
|
|
|
|
|
Michael Hegarty
|
|
MFS California Insured Municipal Fund
|
|
$
|
980
|
|
N/A
|
|
$
|
236,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,329
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,161
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,651
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,072
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,341
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,151
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,530
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,589
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,318
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,155
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,025
|
|
N/A
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Trustee
Fees
From
Trust
(1)
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense
|
|
Total Cash
Compensation
From Trust
and
Fund
Complex
(2)
|
J. Atwood Ives
(3)
|
|
MFS California Insured Municipal Fund
|
|
$
|
975
|
|
$0
|
|
$
|
215,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,251
|
|
$0
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,125
|
|
$0
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,628
|
|
$0
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,054
|
|
$0
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,327
|
|
$0
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,143
|
|
$0
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,511
|
|
$0
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,572
|
|
$0
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,298
|
|
$9,965
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,146
|
|
$0
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,024
|
|
$0
|
|
|
|
|
|
|
|
|
John P. Kavanaugh
(4)
|
|
MFS California Insured Municipal Fund
|
|
$
|
852
|
|
N/A
|
|
$
|
217,853
|
|
|
MFS Charter Income Trust
|
|
$
|
6,317
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
3,593
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,293
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
1,792
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,156
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
998
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
9,282
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,371
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
5,421
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
3,083
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
764
|
|
N/A
|
|
|
|
|
|
|
|
|
Lawrence T. Perera
(5)
|
|
MFS California Insured Municipal Fund
|
|
$
|
121
|
|
$0
|
|
$
|
0
|
|
|
MFS Charter Income Trust
|
|
$
|
889
|
|
$0
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
508
|
|
$0
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
324
|
|
$0
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
253
|
|
$0
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
163
|
|
$0
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
141
|
|
$0
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
3,040
|
|
$0
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
193
|
|
$0
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
1,772
|
|
$(2,676)
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
1,011
|
|
$0
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
252
|
|
$0
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Individual Trust Name
|
|
Trustee
Fees
From
Trust
(1)
|
|
Retirement
Benefits
Accrued
as Part of
Trust
Expense
|
|
Total Cash
Compensation
From Trust
and
Fund
Complex
(2)
|
J. Dale Sherratt
|
|
MFS California Insured Municipal Fund
|
|
$
|
980
|
|
$0
|
|
$
|
237,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,338
|
|
$9,739
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,165
|
|
$1,816
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,653
|
|
$0
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,074
|
|
$0
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,343
|
|
$0
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,152
|
|
$0
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,550
|
|
$905
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,591
|
|
$0
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,329
|
|
$0
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,160
|
|
$0
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,026
|
|
$(273)
|
|
|
|
|
|
|
|
|
Laurie J. Thomsen
|
|
MFS California Insured Municipal Fund
|
|
$
|
977
|
|
N/A
|
|
$
|
227,853
|
|
|
MFS Charter Income Trust
|
|
$
|
7,283
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,139
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,638
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,062
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,333
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,147
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,475
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,579
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,283
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,138
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,022
|
|
N/A
|
|
|
|
|
|
|
|
|
Robert W. Uek
|
|
MFS California Insured Municipal Fund
|
|
$
|
983
|
|
N/A
|
|
$
|
244,103
|
|
|
MFS Charter Income Trust
|
|
$
|
7,380
|
|
N/A
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
$
|
4,186
|
|
N/A
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
$
|
2,665
|
|
N/A
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
$
|
2,083
|
|
N/A
|
|
|
|
|
|
MFS InterMarket Income Trust I
|
|
$
|
1,351
|
|
N/A
|
|
|
|
|
|
MFS Intermediate High Income Fund
|
|
$
|
1,156
|
|
N/A
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
$
|
12,626
|
|
N/A
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
$
|
1,600
|
|
N/A
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
$
|
7,374
|
|
N/A
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
$
|
4,182
|
|
N/A
|
|
|
|
|
|
MFS Special Value Trust
|
|
$
|
1,030
|
|
N/A
|
|
|
|
(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, 2009. Information provided for the MFS Government Markets Income Trust, MFS Charter Income Trust, MFS California Insured Municipal Fund, MFS High Income Municipal Trust, MFS InterMarket Income Trust I, MFS
Intermediate High Income Fund, MFS Investment Grade Municipal Trust, and MFS High Yield Municipal Trust is for the fiscal year ended November 30, 2009.
|
26
(2)
|
|
For calendar year 2009 for 99 funds.
|
(3)
|
|
Mr. Ives retired as Trustee of each Fund on December 31, 2009.
|
(4)
|
|
Ms. Goldfarb and Mr. Kavanaugh became Trustees of each Fund on January 1, 2009.
|
(5)
|
|
Mr. Perera retired as Trustee of each Fund on December 31, 2008.
|
Retirement Benefit Deferral Plan
Under a Retirement Benefit Deferral Plan, certain Trustees have deferred benefits from a prior retirement plan for
MFS Charter Income Trust, MFS Intermediate Income Trust, MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS Special Value Trust, and MFS Government Markets Income Trust. The value of the benefits is periodically readjusted as though the
Trustee had invested an equivalent amount in Class A shares of other Fund(s) designated by such Trustee. The value of the deferred benefits will be paid to the Trustees upon retirement or thereafter. The plan does not obligate a Trust to retain
the services of any Trustee or pay any particular level of compensation to any Trustee. The plan is not funded and the Trusts obligation to pay the Trustees deferred compensation is a general unsecured obligation.
The following person disclosed in the table above, has received the following payment during the fiscal year ended October 31, 2009, under the Retirement
Benefit Deferral Plan:
|
|
|
Trustee Name
|
|
Payment Amount
|
Lawrence T. Perera
(5)
|
|
$46,836
|
TRUST INFORMATION
This section provides certain information about each Trust, including information about its investment adviser and administrator, independent registered public
accounting firm, executive officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Trust.
Investment
Adviser and Administrator
Each Trust engages as its investment adviser and administrator MFS, a Delaware corporation with offices at 500 Boylston
Street, Boston, Massachusetts 02116. MFS is a majority-owned subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which is a majority-owned subsidiary of Sun Life Financial (U.S.) Holdings, Inc., 500 Boylston Street, Boston,
Massachusetts 02116, which in turn is a wholly-owned subsidiary of Sun Life Assurance Company of Canada U.S. Operations Holdings, Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481 (Sun Life U.S. Operations).
Sun Life U.S. Operations is a wholly-owned subsidiary of Sun Life Financial Corp., 150 King Street West, Toronto, Canada MSH 1J9, which in turn is a wholly-owned subsidiary of Sun Life Financial Inc.
Pending Name and Policy Change MFS California Insured Municipal Fund
At a meeting held June 22, 2010, the Board of Trustees of the MFS California Insured Municipal Fund (AMEX: CCA) (the Fund) voted to change the
Funds investment policy related to investments in insured obligations and to rename the Fund. Subject to fulfilling certain regulatory and rating agency requirements, on or about October 1, 2010, the Fund will be called MFS California
Municipal Fund and will no longer be required to have at least 80% of its net assets invested in municipal instruments covered by insurance.
MFS
believes that changing the Funds investment policy and name is appropriate in response to downgrades in credit ratings of municipal bond insurers and other significant market changes regarding insurance for municipal obligations. As a result
of these market changes, there have been limited new
27
issuances of insured bonds and the overall pool of municipal obligations in which the Fund may invest, in accordance with its current investment policies, has been significantly reduced. This has
therefore limited available investment opportunities for the Fund. The Fund continues to:
|
·
|
|
seek high current income exempt from federal income tax and California state personal income tax, while also considering capital appreciation.
|
|
·
|
|
be required to invest, under normal market conditions, at least 80% of its net assets, including assets attributable to preferred shares and borrowings for
investment purposes, in debt securities the interest of which in the opinion of issuer counsel (or other reputable authority) is exempt from federal regular income tax and California personal income tax.
|
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 California Insured Municipal Fund
|
|
Ernst & Young LLP (Ernst & Young)
|
|
November 30
|
MFS Charter Income Trust
|
|
Ernst & Young
|
|
November 30
|
MFS Government Markets Income Trust
|
|
Deloitte & Touche (Deloitte)
|
|
November 30
|
MFS High Income Municipal Trust
|
|
Ernst & Young
|
|
November 30
|
MFS High Yield Municipal Trust
|
|
Ernst & Young
|
|
November 30
|
MFS InterMarket Income Trust I
|
|
Ernst & Young
|
|
November 30
|
MFS Intermediate High Income Fund
|
|
Ernst & Young
|
|
November 30
|
MFS Intermediate Income Trust
|
|
Deloitte
|
|
October 31
|
MFS Investment Grade Municipal Trust
|
|
Ernst & Young
|
|
November 30
|
MFS Multimarket Income Trust
|
|
Ernst & Young
|
|
October 31
|
MFS Municipal Income Trust
|
|
Deloitte
|
|
October 31
|
MFS Special Value Trust
|
|
Ernst & Young
|
|
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
Auditor the matters required to be discussed by SAS 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee received the written
disclosures and the letter from the Auditor required by the Public Company Accounting Oversight Board regarding the Auditors communications with the Audit Committee concerning independence and, discussed with the Auditor its independence.
Based on this review and the review of other information and these and other discussions, the Audit Committee recommended to the Board
of Trustees that the audited financial statements be included in each Trusts annual report to shareholders for the Trusts 2009 fiscal year for filing with the Securities and Exchange Commission.
28
The members of each Trusts Audit
Committee are: Robert E. Butler, John P. Kavanaugh, J. Dale Sherratt, Laurie J. Thomsen, and Robert W. Uek.
To the extent required by applicable
regulations, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered by the Independent Registered Public Accounting Firm to each Trust and all permissible non-audit services rendered by
the Independent Registered Public Accounting Firm to MFS and any entity controlling, controlled by or under common control with MFS that provides ongoing services to a Trust (including MFS Service Center, Inc.) (each, a Service
Affiliate) if the services relate directly to the operations and financial reporting of such Trust. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular
meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee; provided that the Chair may
not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the
Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.
Schedule A attached hereto includes tables that set forth for each 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.
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.
29
Executive Officers
The following table provides information about the current executive officers of each Trust including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have been the same throughout. Each officer will hold office until his or her successor is chosen and qualified, or until he or she retires, resigns or is removed from office.
|
|
|
|
|
|
|
Name, Age
|
|
Position(s) Held
With Trust
|
|
Officer Since
(1)
|
|
Principal Occupations During the Past
Five Years & Other
Directorships
(2)
|
OFFICERS
|
|
|
|
|
|
|
Maria F. Dwyer
(3)
(51)
|
|
President
|
|
March 2004
|
|
Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer, Chief Compliance Officer (since December 2006)
|
|
|
|
|
Christopher R. Bohane
(3)
(36)
|
|
Assistant Secretary and Assistant Clerk
|
|
July 2005
|
|
Massachusetts Financial Services Company, Vice President and Senior Counsel
|
|
|
|
|
John M. Corcoran
(3)
(45)
|
|
Treasurer
|
|
October 2008
|
|
Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
|
|
|
|
|
Ethan D. Corey
(3)
(46)
|
|
Assistant Secretary and Assistant Clerk
|
|
July 2005
|
|
Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
|
|
|
|
|
David L. DiLorenzo
(3)
(42)
|
|
Assistant Treasurer
|
|
July 2005
|
|
Massachusetts Financial Services Company, Vice President
|
|
|
|
|
Timothy M. Fagan
(3)
(42)
|
|
Assistant Secretary and Assistant Clerk
|
|
September 2005
|
|
Massachusetts Financial Services Company, Vice President and Senior Counsel (since September 2005); John Hancock Advisers, LLC, Vice President, Senior Attorney and Chief Compliance Officer
(until August 2005)
|
|
|
|
|
Mark D. Fischer
(3)
(39)
|
|
Assistant Treasurer
|
|
July 2005
|
|
Massachusetts Financial Services Company, Vice President
|
|
|
|
|
Robyn L. Griffin
(35)
|
|
Assistant Independent Chief Compliance Officer
|
|
August 2008
|
|
Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice
President (October 2006 - July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 - October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April
2006)
|
30
|
|
|
|
|
|
|
Name, Age
|
|
Position(s) Held
With Trust
|
|
Officer Since
(1)
|
|
Principal Occupations During the Past
Five Years & Other
Directorships
(2)
|
Brian E. Langenfeld
(3)
(37)
|
|
Assistant Secretary and Assistant Clerk
|
|
June 2006
|
|
Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April
2006)
|
|
|
|
|
Ellen Moynihan
(3)
(52)
|
|
Assistant Treasurer
|
|
April 1997
|
|
Massachusetts Financial Services Company, Senior Vice President
|
|
|
|
|
Susan S. Newton
(3)
(60)
|
|
Assistant Secretary and Assistant Clerk
|
|
May 2005
|
|
Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
|
|
|
|
|
Susan A. Pereira
(3)
(39)
|
|
Assistant Secretary and Assistant Clerk
|
|
July 2005
|
|
Massachusetts Financial Services Company, Vice President and Senior Counsel
|
|
|
|
|
Mark N. Polebaum
(3)
(58)
|
|
Secretary and Clerk
|
|
January 2006
|
|
Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until
January 2006)
|
|
|
|
|
Frank L. Tarantino
(66)
|
|
Independent Chief Compliance Officer
|
|
June 2004
|
|
Tarantino LLC (provider of compliance services), Principal
|
|
|
|
|
Richard S. Weitzel
(3)
(40)
|
|
Assistant Secretary and Assistant Clerk
|
|
October 2007
|
|
Massachusetts Financial Services Company, Vice President and Assistant General Counsel
|
|
|
|
|
James O. Yost
(3)
(50)
|
|
Assistant Treasurer
|
|
September 1990
|
|
Massachusetts Financial Services Company, Senior Vice President
|
(1)
|
|
Date first appointed to serve as officer of an MFS fund.
|
(2)
|
|
Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., public companies).
|
(3)
|
|
Interested person of the Trust within the meaning of the 1940 Act, as a result of position with MFS. The address of MFS is 500 Boylston Street,
Boston, Massachusetts 02116.
|
Each Trusts officers held comparable positions with the 99 funds in the MFS Family of Funds as of
December 31, 2009, and with certain affiliates of MFS. The address of each officer is MFS, 500 Boylston Street, Boston, Massachusetts 02116.
Interests of Certain Persons
Schedule B attached hereto
sets forth, as of August 5, 2010, 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.
31
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees and officers of each Trust, MFS, certain persons
affiliated with MFS, and persons who own more than ten percent of any class of the Trusts shares, to file reports of ownership and changes in ownership with the SEC and the New York Stock Exchange. Such persons are required by SEC regulations
to furnish each Trust with copies of all Section 16(a) forms they file in relation to that Trust.
Based solely on a review of the copies of Forms
3, 4 and 5 and amendments thereto furnished to each Trust with respect to its most recent fiscal year for Trustees and officers of each Trust, MFS, certain persons affiliated with MFS and greater than ten percent beneficial owners, each Trust
believes all Section 16(a) transactions were reported on a timely basis, except for the following filing: Robert J. Manning (Trustee) made one Form 3 filing for MFS Intermediate Income Trust on August 17, 2009.
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 Maureen R. Goldfarb, John P. Kavanaugh, Robert J. Manning, 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, MFS Intermediate High Income Fund, and MFS InterMarket Income Trust I 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 California Insured Municipal Fund, 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 Mr. Kavanaugh and Ms. Thomsen as Trustees of MFS California Insured
Municipal Fund, 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 Mr. Kavanaugh and Ms. 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 Mr. Kavanaugh and Ms. 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 Mr. Kavanaugh and Ms. 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.
32
Each shareholder of a Trust is entitled
to one vote for each share of the Trust that such shareholder owns at the close of business on August 5, 2010, 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 in person should the shareholder decide to attend the Meeting. To vote by mail, please
mark, sign, date and return the enclosed proxy card following the instructions printed on the card. Please refer to your proxy card for instructions for voting by telephone or internet.
Submission of Proposals
Proposals of shareholders which are
intended to be presented at the 2011 Annual Meeting of Shareholders must be received by the Trust on or prior to April 28, 2011 for MFS California Insured Municipal Fund, MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High
Income Municipal Trust, MFS High Yield Municipal Trust, MFS InterMarket Income Trust I, MFS Intermediate High Income Fund, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust, and MFS Special Value Trust,
and April 15, 2011 for MFS Intermediate Income 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 2011 Annual Meeting of Shareholders without including the proposal
in the Trusts proxy statement must ensure that the proposal is received by the Trust in good order and in compliance with all applicable legal requirements and requirements set forth in the Trusts By-Laws and Declaration of Trust by
July 12, 2011, for MFS California Insured Municipal Fund, MFS Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS InterMarket Income Trust I, MFS Intermediate High
Income Fund, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust, and MFS Special Value Trust, and June 29, 2011 for MFS Intermediate Income Trust at the Trusts principal office at 500 Boylston
Street, Boston, Massachusetts 02116. The persons named as proxies for the 2011 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.
33
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.
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, 250 Royall Street, Canton, Massachusetts, 02021, or by telephoning toll-free
(800) 637-2304 or by e-mail at mfs@computershare.com.
If you need additional copies of this Proxy Statement and you are the holder of record of
your shares, please contact Computershare at (888) 916-1721 or by e-mail at proxymaterials@computershare.com, or at https://www.proxy-direct.com/mfs21616. If your shares are held in broker street name please contact your financial intermediary
to obtain additional copies of this Proxy Statement. A copy of this proxy statement is also available at www.MFS.com.
IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY
August 25, 2010
|
MFS
®
CALIFORNIA INSURED MUNICIPAL FUND
|
MFS
®
CHARTER
INCOME TRUST
MFS
®
GOVERNMENT
MARKETS INCOME TRUST
MFS
®
HIGH
INCOME MUNICIPAL TRUST
MFS
®
HIGH
YIELD MUNICIPAL TRUST
MFS
®
INTERMARKET
INCOME TRUST I
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
34
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
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
MFS California Insured Municipal Fund
|
|
Ernst & Young
|
|
$48,179
|
|
$47,054
|
|
$10,000
|
|
$10,000
|
MFS Charter Income Trust
|
|
Ernst & Young
|
|
$46,749
|
|
$45,652
|
|
$10,000
|
|
$10,000
|
MFS Government Markets Income Trust
|
|
Deloitte
|
|
$49,698
|
|
$49,697
|
|
$10,000
|
|
$10,000
|
MFS High Income Municipal Trust
|
|
Ernst & Young
|
|
$48,179
|
|
$47,054
|
|
$10,000
|
|
$10,000
|
MFS High Yield Municipal Trust
|
|
Ernst & Young
|
|
$48,179
|
|
$47,054
|
|
$10,000
|
|
$10,000
|
MFS InterMarket Income Trust I
|
|
Ernst & Young
|
|
$43,007
|
|
$41,983
|
|
$10,000
|
|
$10,000
|
MFS Intermediate High Income Fund
|
|
Ernst & Young
|
|
$48,179
|
|
$47,054
|
|
$10,000
|
|
$10,000
|
MFS Intermediate Income Trust
|
|
Deloitte
|
|
$49,920
|
|
$49,920
|
|
$10,000
|
|
$10,000
|
MFS Investment Grade Municipal Trust
|
|
Ernst & Young
|
|
$48,179
|
|
$47,054
|
|
$10,000
|
|
$10,000
|
MFS Multimarket Income Trust
|
|
Ernst & Young
|
|
$46,749
|
|
$45,652
|
|
$10,000
|
|
$10,000
|
MFS Municipal Income Trust
|
|
Deloitte
|
|
$48,137
|
|
$48,137
|
|
$15,000
|
|
$15,000
|
MFS Special Value Trust
|
|
Ernst & Young
|
|
$41,940
|
|
$40,937
|
|
$10,000
|
|
$10,000
|
|
|
|
|
|
|
Independent
Registered
Public
Accounting
Firm
|
|
Tax Fees
|
|
All Other Fees
|
Trust
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
MFS California Insured Municipal Fund
|
|
Ernst & Young
|
|
$8,849
|
|
$8,849
|
|
$0
|
|
$0
|
MFS Charter Income Trust
|
|
Ernst & Young
|
|
$9,926
|
|
$9,926
|
|
$0
|
|
$0
|
MFS Government Markets Income Trust
|
|
Deloitte
|
|
$5,756
|
|
$5,574
|
|
$1,354
|
|
$1,300
|
MFS High Income Municipal Trust
|
|
Ernst & Young
|
|
$8,849
|
|
$8,849
|
|
$0
|
|
$0
|
MFS High Yield Municipal Trust
|
|
Ernst & Young
|
|
$8,849
|
|
$8,849
|
|
$0
|
|
$0
|
MFS InterMarket Income Trust I
|
|
Ernst & Young
|
|
$7,711
|
|
$7,711
|
|
$0
|
|
$0
|
MFS Intermediate High Income Fund
|
|
Ernst & Young
|
|
$8,849
|
|
$8,849
|
|
$0
|
|
$0
|
MFS Intermediate Income Trust
|
|
Deloitte
|
|
$5,530
|
|
$5,355
|
|
$695
|
|
$1,300
|
MFS Investment Grade Municipal Trust
|
|
Ernst & Young
|
|
$8,849
|
|
$8,849
|
|
$0
|
|
$0
|
MFS Multimarket Income Trust
|
|
Ernst & Young
|
|
$8,926
|
|
$8,926
|
|
$0
|
|
$0
|
MFS Municipal Income Trust
|
|
Deloitte
|
|
$6,600
|
|
$6,391
|
|
$7,695
|
|
$1,300
|
MFS Special Value Trust
|
|
Ernst & Young
|
|
$8,463
|
|
$8,963
|
|
$0
|
|
$0
|
Schedule A-1
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
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
Service Affiliates of MFS California Insured Municipal Fund
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS Charter Income Trust
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS Government Markets Income Trust
|
|
Deloitte
|
|
$1,053,102
|
|
$1,275,504
|
|
$0
|
|
$0
|
|
$142,584
|
|
$189,730
|
Service Affiliates of MFS High Income Municipal Trust
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS High Yield Municipal Trust
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS InterMarket Income Trust I
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS Intermediate High Income Fund
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS Intermediate Income Trust
|
|
Deloitte
|
|
$1,091,529
|
|
$1,149,427
|
|
$0
|
|
$0
|
|
$142,584
|
|
$189,730
|
Service Affiliates of MFS Investment Grade Municipal Trust
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS Multimarket Income Trust
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Service Affiliates of MFS Municipal Income Trust
|
|
Deloitte
|
|
$1,091,529
|
|
$1,149,427
|
|
$0
|
|
$0
|
|
$142,584
|
|
$189,730
|
Service Affiliates of MFS Special Value Trust
|
|
Ernst & Young
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
(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.
Schedule A-2
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
|
|
2009
|
|
2008
|
MFS California Insured Municipal Fund and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
266,093
|
|
$
|
230,266
|
MFS Charter Income Trust and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
266,670
|
|
$
|
231,343
|
MFS Government Markets Income Trust and its Service Affiliates
|
|
Deloitte
|
|
$
|
1,310,921
|
|
$
|
1,531,933
|
MFS High Income Municipal Trust and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
266,093
|
|
|
230,266
|
MFS High Yield Municipal Trust and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
266,093
|
|
$
|
230,266
|
MFS InterMarket Income Trust I and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
264,955
|
|
$
|
229,128
|
MFS Intermediate High Income Fund and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
266,093
|
|
$
|
230,266
|
MFS Intermediate Income Trust and its Service Affiliates
|
|
Deloitte
|
|
$
|
1,298,463
|
|
$
|
1,455,637
|
MFS Investment Grade Municipal Trust and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
266,093
|
|
$
|
230,266
|
MFS Multimarket Income Trust and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
265,941
|
|
$
|
230,179
|
MFS Municipal Income Trust and its Service Affiliates
|
|
Deloitte
|
|
$
|
1,311,533
|
|
$
|
1,461,953
|
MFS Special Value Trust and its Service Affiliates
|
|
Ernst & Young
|
|
$
|
265,478
|
|
$
|
230,216
|
Schedule A-3
Schedule B
Interests of Certain Persons
As of August 5, 2010, 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
|
|
Percent of
Outstanding
Shares of
Noted Class
Owned
|
|
MFS California Insured Municipal Fund
|
|
Citigroup Global Markets Inc.
399 Park
Avenue
New York, NY 10043
|
|
Preferred
|
|
318
|
|
32.50
|
%
|
|
|
|
|
|
|
|
Morgan Stanley
1585 Broadway
New York, NY 10036
|
|
Preferred
|
|
80
|
|
8.18
|
%
|
|
|
|
|
|
MFS Charter Income Trust
|
|
Morgan Stanley
1585 Broadway
New York, NY 10036
|
|
Common
|
|
5,869,023
|
|
10.70
|
%
|
|
|
|
|
|
|
|
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
|
|
Common
|
|
4,275,021
|
|
7.79
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive, Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
3,311,235
|
|
6.00
|
%
|
|
|
|
|
|
MFS Government Markets Income Trust
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive, Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
3,266,575
|
|
10.20
|
%
|
|
|
|
|
|
MFS High Income Municipal Trust
|
|
Citigroup Global Markets Inc.
399 Park
Avenue
New York, NY 10043
|
|
Preferred, Series T
|
|
1,193
|
|
30.60
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive, Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
1,751,079
|
|
5.60
|
%
|
|
|
|
|
|
|
|
Morgan Stanley
1585 Broadway
New York, NY 10036
|
|
Preferred, Series T
|
|
432
|
|
11.00
|
%
|
|
|
|
|
|
MFS High Yield Municipal Trust
|
|
Citigroup Global Markets Inc.
399 Park
Avenue
New York, NY 10043
|
|
Preferred
|
|
1,283
|
|
42.80
|
%
|
|
|
|
|
|
|
|
Morgan Stanley
1585 Broadway
New York, NY 10036
|
|
Preferred
|
|
171
|
|
5.70
|
%
|
Schedule B-1
|
|
|
|
|
|
|
|
|
|
Trust
|
|
Name and Address
of Beneficial Owner
|
|
Title of
Class
|
|
Number of
Outstanding
Shares
Beneficially
Owned
|
|
Percent of
Outstanding
Shares of
Noted Class
Owned
|
|
MFS Intermarket Income Trust I
|
|
Sit Investment Associates, Inc.
3300 IDS Center
80 South Eighth Street
Minneapolis, MN
55402
|
|
Common
|
|
769,300
|
|
7.05
|
%
|
|
|
|
|
|
MFS Intermediate Income Trust
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive, Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
6,937,091
|
|
6.00
|
%
|
|
|
|
|
|
MFS Investment Grade Municipal Trust
|
|
Citigroup Global Markets Inc.
399 Park
Avenue
New York, NY 10043
|
|
Preferred
|
|
882
|
|
45.20
|
%
|
|
|
|
|
|
|
|
Morgan Stanley
1585 Broadway
New York, NY 10036
|
|
Preferred
|
|
308
|
|
15.80
|
%
|
|
|
|
|
|
MFS Multimarket Income Trust
|
|
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
|
|
Common
|
|
5,906,067
|
|
7.54
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive, Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
4,256,417
|
|
5.40
|
%
|
|
|
|
|
|
MFS Municipal Income Trust
|
|
Citigroup Global Markets Inc.
399 Park
Avenue
New York, NY 10043
|
|
Preferred, Series T
|
|
1,083
|
|
23.80
|
%
|
|
|
|
|
|
|
|
UBS AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
|
|
Preferred, Series T
|
|
278
|
|
6.10
|
%
|
|
|
|
|
|
|
|
First Trust Portfolios L.P.
120 East Liberty
Drive, Suite 400
Wheaton, Illinois 60187
|
|
Common
|
|
2,516,487
|
|
6.20
|
%
|
Schedule B-2
|
|
|
|
|
CE-MULTI-PRX-6/10
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS California Insured Municipal Fund
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CCA
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210B_COM
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS California Insured Municipal Fund
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CCA
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(ii) Election of Preferred Trustees.
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
John P. Kavanaugh
|
|
02. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210C_Pref
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Charter Income Trust
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MCR
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Government Markets Income Trust
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MGF
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS High Income Municipal Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CXE
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
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1.b.
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(i) Election of Trustees.
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FOR
ALL
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WITHHOLD
ALL
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|
FOR ALL
EXCEPT
|
01.
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Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
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|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
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|
|
|
|
|
|
|
|
|
|
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|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210B_COM
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS High Income Municipal Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
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|
___________________________________________________________
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|
Signature
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|
___________________________________________________________
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|
Signature (if held jointly)
|
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|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CXE
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(ii) Election of Preferred Trustees.
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
John P. Kavanaugh
|
|
02. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210C_Pref
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS High Yield Municipal Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CMU
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR ALL
|
|
WITHOLD
ALL
|
|
FOR ALL EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210B_COM
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS High Yield Municipal Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CMU
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(ii) Election of Preferred Trustees.
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
John P. Kavanaugh
|
|
02. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210C_Pref
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS InterMarket Income Trust I
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CMK
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Intermediate High Income Fund
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate office, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CIF
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
|
|
|
|
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Intermediate Income Trust
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MIN
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Investment Grade Municipal Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CXH
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210B_COM
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Investment Grade Municipal Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_CXH
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(ii) Election of Preferred Trustees.
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
John P. Kavanaugh
|
|
02. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210C_Pref
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Multimarket Income Trust
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note:
Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MMT
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
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2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Municipal Income Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
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|
Signature
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|
___________________________________________________________
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Signature (if held jointly)
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|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MFM
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
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|
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|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210B_COM
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Municipal Income Trust
500 Boylston Street, Boston Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the shares of the Trust that the undersigned would be entitled to vote if personally present.
Shareholders of the Trust will vote separately on each item. Only the Trusts shareholders of record on August 5, 2010 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(S).
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL(S) 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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MFM
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(i) Election of Trustees.
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.b.
|
|
(ii) Election of Preferred Trustees.
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
John P. Kavanaugh
|
|
02. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210C_Pref
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
|
|
Your Proxy Vote is important!
And now you can Vote your Proxy on the
PHONE
or the
INTERNET
.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize fund expenses.
It saves Time! Telephone and
Internet voting is instantaneous 24 hours a day.
Its
Easy! Just follow these simple steps:
1. Read your proxy statement
and have it at hand.
2. Call toll-free
1-800-337-3503 or
go to website: www.proxy-direct.com
3. Enter the
14-digit number located in the shaded box from your Proxy Card.
4.
Follow the recorded or on-screen directions.
5. Do
not
mail your Proxy Card when you vote by phone or Internet.
Proxies submitted by the Internet or telephone must be received by 10:00 a.m., Boston Time, on October 7, 2010.
|
Please detach at perforation before mailing.
|
|
|
|
|
PROXY
|
|
MFS Special Value Trust
500 Boylston Street, Boston, Massachusetts 02116
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 7, 2010
|
|
PROXY
|
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, Timothy M. Fagan, Mark
D. Fischer, Brian E. Langenfeld, Susan S. Newton, and Susan A. Pereira and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Meeting
of Shareholders of the above-referenced Trust, on Thursday, October 7, 2010 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the common shares of the Trust that the undersigned would be entitled to vote if personally present.
Only the Trusts shareholders of record on August 5, 2010 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.
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
|
|
|
999 9999 9999 999
|
|
|
|
|
|
|
Note
: Please sign exactly as your name appears on this proxy card. All joint owners should sign. When signing as executor, administrator, attorney, trustee,
corporate officer, guardian or as custodian for a minor, please give full title as such. If a corporation, please sign in full corporate name and indicate the signers office. If a partnership, sign in the partnership name.
|
|
|
___________________________________________________________
|
|
|
Signature
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Signature (if held jointly)
|
|
|
|
|
|
|
___________________________________________________________
|
|
|
Date
|
|
|
|
21616_081210_MFV
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the MFS
Shareholders Meeting to Be Held on October 7, 2010.
The Proxy Statement for this meeting is available at
https://www.proxy-direct.com/mfs21616
PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD TODAY
Please detach at perforation before mailing.
YOUR BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
¡
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a.
|
|
(i) Election of Trustees.
|
|
|
|
|
|
FOR
ALL
|
|
WITHHOLD
ALL
|
|
FOR ALL
EXCEPT
|
01.
|
|
Maureen R. Goldfarb
|
|
02. Robert J. Manning
|
|
03. Laurie J. Thomsen
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
To withhold authority to vote for any individual, mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Meeting and any adjournment(s)
or postponement(s) thereof.
|
|
|
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
21616_081210A
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