<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MFS Municipal Income Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
MFS(R) MUNICIPAL INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF THE 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 20, 1995
The 1995 Annual Meeting of Shareholders of MFS(R) Municipal Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m. on Wednesday, September 20, 1995, for the following purposes:
ITEM 1. To elect A. Keith Brodkin, Richard B. Bailey, Peter G. Harwood and
Charles W. Schmidt as Trustees of the Trust.
ITEM 2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent public accountants to be employed by the Trust for the
fiscal year ending October 31, 1995.
ITEM 3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on July 24, 1995 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
August 4, 1995
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE
ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE> 3
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(R) Municipal Income Trust (the "Trust") to be used at the 1995 Annual
Meeting of Shareholders (the "Meeting") to be held at 9:30 a.m. on Wednesday,
September 20, 1995, at 500 Boylston Street, Boston, Massachusetts, for the
purposes set forth in the accompanying Notice. If the enclosed form of proxy is
executed and returned, it may nevertheless be revoked prior to its exercise by a
signed writing filed with the tabulation agent, State Street Bank and Trust
Company, P.O. Box 592, Boston, Massachusetts 02102, or delivered at the Meeting.
On July 24, 1995, there were outstanding 37,842,838.8846 shares of the Trust.
Shareholders of record at the close of business on July 24, 1995 will be
entitled to one vote for each share held.
The mailing address of the 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 4, 1995. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent ("the Shareholder
Servicing Agent"), P.O. Box 2281, Boston, MA 02107-9906, or by telephone
toll-free at (800) 637-2304.
ITEM 1--ELECTION OF TRUSTEES
Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of A. Keith
Brodkin, Richard B. Bailey, Peter G. Harwood and Charles W. Schmidt, each as
Trustee of the class whose term will expire at the 1998 Annual Meeting of
Shareholders (or special meeting in lieu thereof). Messrs. Brodkin, Bailey,
Harwood and Schmidt are presently Trustees of the Trust.
<TABLE>
The following table presents certain information regarding the Trustees,
including their principal occupations, which, unless specific dates are shown,
are of more than five years duration, although the titles may not have been the
same throughout. An asterisk beside a Trustee's name indicates that he is an
"interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Trust's investment adviser and that he has been
affiliated with the investment adviser for more than five years.
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AS OF PERCENT
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING JULY 19, 1995(2) OF CLASS(3)
<S> <C> <C> <C> <C>
A. KEITH BRODKIN,* 58, Chairman, President and Trustee;
Massachusetts Financial Services Company, Chairman,
Director, Chief Executive Officer and Chief Investment
Officer. 1986 1995 3,904.17 0.010%
RICHARD B. BAILEY,* 67, Trustee; Private Investor;
Massachusetts Financial Services Company, Former Chairman
and Director (prior to September 30, 1991). 1986 1995 500.00 0.001%
PETER G. HARWOOD, 69, Trustee; Private Investor. 1993 1995 0 0%
J. ATWOOD IVES, 59, Trustee; Eastern Enterprises
(diversified holding company), Chairman, Director and
Chief Executive Officer (since December 1991); General
Cinema Corporation, Vice Chairman and Chief Financial
Officer (prior to December 1991), Director (until March
13, 1992); The Neiman Marcus Group, Inc., Vice Chairman
and Chief Financial Officer (until January 1992); United
States Filter Corporation, Director. 1992 1997 1,000.00 0.003%
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AS OF PERCENT
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING JULY 19, 1995(2) OF CLASS(3)
<S> <C> <C> <C> <C>
LAWRENCE T. PERERA, 60, Trustee; Hemenway & Barnes
(attorneys), Partner. 1986 1997 250.00 0.001%
WILLIAM J. POORVU, 60, Trustee; Harvard University Graduate
School of Business Administration, Adjunct Professor; CBL
& Associates Properties, Inc. (a real estate investment
trust), Director; The Baupost Fund (a registered
investment company), Vice Chairman and Trustee (since
November 1993), Chairman and Trustee (prior to November
1993). 1986 1996 1,954.53 0.005%
CHARLES W. SCHMIDT, 67, Trustee; Private Investor; Raytheon
Company (diversified electronics manufacturer), Senior
Vice President (prior to December 1990); OHM Corporation,
Director; The Boston Company, Director; Boston Safe
Deposit and Trust Company, Director; Mohawk Paper
Company, Director. 1986 1995 292.45 0.001%
ARNOLD D. SCOTT*, 51, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1997 0 0%
JEFFREY L. SHAMES*, 39, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0 0%
ELAINE R. SMITH, 49, Trustee; Independent Consultant;
Brigham and Women's Hospital, Executive Vice President
and Chief Operating Officer (from August 1990 to
September 1992). 1992 1996 0 0%
DAVID B. STONE, 67, Trustee; North American Management
Corp. (investment adviser), Chairman; Eastern
Enterprises, Director. 1989 1996 300.00 0.001%
All Trustees and officers as a group 9,172.81 0.024%
<FN>
- ---------------
(1) Directorships or Trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (i.e., "public companies").
(2) Numbers are approximate and include, where applicable, shares owned by a
Trustee's or officer's spouse or minor children or shares which were
otherwise reported by the Trustee or officer as "beneficially owned" in
light of pertinent SEC rules.
(3) Percentage of shares outstanding on July 19, 1995. All shares are held with
sole voting and investment power, except to the extent that such powers may
be shared by a family member or a trustee of a family trust.
</TABLE>
All Trustees serve as Trustees of 20 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust. Mr. Bailey and Mr. Brodkin, who serve as Trustees of 56
funds and 72 funds, respectively, within the MFS fund complex, are also
directors of Sun Life Assurance Company of Canada (U.S.) ("Sun Life of Canada
(U.S.)"), the corporate parent of MFS. Messrs. Brodkin, Scott and Shames are
"interested persons" (as defined under the 1940 Act) of MFS because each person
is an officer and director of MFS; Mr. Bailey is considered an "interested
person" of MFS because he is a director of Sun Life of Canada (U.S.).
The Trust pays each Trustee who is not an officer of the Adviser a fee of $8,000
per year plus $800 per meeting and committee meeting attended, together with
such Trustee's actual out-of-pocket expenses relating to attendance at meetings.
In addition, each Trustee who is not an "interested person" will be entitled to
receive certain benefits pursuant to the Trust's retirement plan. Under
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this plan, each such Trustee (or his or her beneficiaries) will be entitled to
receive an annual retirement or death benefit in an amount of up to 50% of such
Trustee's average annual compensation, depending on the Trustee's length of
service. Set forth in Appendix A hereto is certain information concerning the
cash compensation paid to non-interested Trustees and Mr. Bailey and benefits
accrued, and estimated benefits payable, under the retirement plan.
The Board of Trustees of the Trust met seven times during its last fiscal year.
The Board has a standing Audit Committee, currently composed of Messrs. Harwood,
Ives, Poorvu and Stone, which met five times during the Trust's last fiscal
year, to review the internal and external accounting and auditing procedures of
the Trust and, among other things, to consider the selection of independent
public accountants for the Trust, to approve all significant services proposed
to be performed by its independent public accountants and to consider the
possible effect of such services on their independence. The Board has created a
Nominating Committee, composed of Ms. Smith and Messrs. Harwood, Ives, Perera,
Poorvu, Schmidt and Stone, to select and to recommend to the entire Board of
Trustees nominees for election as Trustee of the Trust to fill vacancies with
persons who are not "interested persons" as defined in the 1940 Act. The
Nominating Committee did not meet during the Trust's last fiscal year. The
Nominating Committee has not adopted a policy regarding shareholder
recommendations as to nominees.
Section 16(a) of the Securities Exchange Act of 1934 requires trustees,
directors and certain officers of the Trust and the Adviser, and persons who own
more than ten percent of the Trust's shares, to file reports of ownership and
changes in ownership with the SEC and the New York Stock Exchange. The Trust
believes that during the fiscal year ended October 31, 1994, all such persons
complied with all such filing requirements.
REQUIRED VOTE. Approval of this proposal as to any nominee will require the
affirmative vote of a plurality of the outstanding shares of the Trust voting at
the Meeting in person or by proxy.
ITEM 2--RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of the Trust, of
Deloitte & Touche LLP under Section 32(a) of the 1940 Act as independent public
accountants to certify every financial statement of the Trust required by any
law or regulation to be certified by independent public accountants and filed
with the SEC in respect of all or any part of the fiscal year ending October 31,
1995. Deloitte & Touche LLP has no direct or material indirect interest in the
Trust. A representative of Deloitte & Touche LLP is expected to be present at
the Meeting and will have an opportunity to make a statement if he desires to do
so. Such representative is also expected to be available to respond to
appropriate questions.
INVESTMENT ADVISER
The Trust engages as its investment adviser MFS, a Delaware corporation with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a wholly
owned subsidiary of Sun Life of Canada (U.S.), One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02181, which is in turn a wholly owned subsidiary
of Sun Life Assurance Company of Canada, 150 King Street West, Toronto, Canada
M5H1J9.
MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted for the election
of Messrs. Brodkin, Bailey, Harwood and Schmidt as Trustees of the Trust (if
still available for election) and ratification of the selection of Deloitte &
Touche LLP as independent public accountants.
All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as trustee, will be
counted toward establishing a quorum. Passage of any proposal being considered
at the Meeting will occur only if a sufficient number of votes are cast FOR the
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<PAGE> 6
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions nor
broker non-votes have any effect on the outcome of the voting on the matter.
The 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 the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 6,
1996.
ADDITIONAL INFORMATION
To obtain the necessary representation at the Meeting, solicitations may be made
by mail, telephone, or interview by Corporate Investor Communications, Inc.
("CIC") or its agents, as well as by officers of the Trust, employees of the
Adviser and securities dealers by whom shares of the Trust have been sold. It is
anticipated that the total cost of any such solicitations, if made by CIC or its
agents, would be approximately $6,000 plus out-of-pocket expenses, and if made
by any other party, would be nominal.
The expense of solicitations as well as the preparation, printing and mailing of
the enclosed form of proxy, and this Notice and Proxy Statement, will be borne
by the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
August 4, 1995 MFS MUNICIPAL INCOME TRUST
5
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APPENDIX A
<TABLE>
TRUSTEE COMPENSATION TABLE
<CAPTION> RETIREMENT
BENEFIT
ACCRUED AS PART ESTIMATED TOTAL TRUSTEE
TRUSTEE FEES OF TRUST CREDITED YEARS FEES FROM TRUST
TRUSTEE FROM TRUST(1) EXPENSE(1) OF SERVICE(2) AND FUND COMPLEX
- ----------------------- ------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Richard B. Bailey $14,433.34 $2,213 8 $226,221
Peter G. Harwood 15,433.34 700 5 105,812
J. Atwood Ives 15,933.34 2,325 17 106,482
Lawrence T. Perera 14,533.34 6,533 21 96,592
William J. Poorvu 15,933.34 6,533 21 106,482
Charles W. Schmidt 14,433.34 6,133 14 98,397
Elaine R. Smith 14,433.34 2,213 27 98,397
David B. Stone 15,033.34 3,792 11 104,007
<FN>
- ---------------
(1) For fiscal year ended October 31, 1994.
(2) Based on normal retirement age of 73.
(3) Information provided for calendar year 1994. All Trustees served as Trustees
of 20 funds within the MFS fund complex (having aggregate net assets at
December 31, 1994, of approximately $14,727,659,069), except Mr. Bailey, who
served as Trustee of 56 funds within the MFS fund complex (having aggregate
net assets at December 31, 1994, of approximately $24,474,119,823).
</TABLE>
<TABLE>
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT(4)
<CAPTION>
YEARS OF SERVICE
AVERAGE ---------------------------------------------------------------
TRUSTEE FEES 3 5 7 10 OR MORE
- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
$13,000 $1,950 $3,250 $4,550 $6,500
14,000 2,100 3,500 4,900 7,000
15,000 2,250 3,750 5,250 7,500
16,000 2,400 4,000 5,600 8,000
17,000 2,550 4,250 5,950 8,500
18,000 2,700 4,500 6,300 9,000
<FN>
- ---------------
(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
-----------------------------
Proxy Statement
For the 1995 Annual Meeting
of Shareholders to be held on
September 20, 1995
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116 -----------------------------
</TABLE>
<PAGE> 9
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) MUNICIPAL INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, SEPTEMBER 20, 1995
P The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH
BRODKIN, STEPHEN E. CAVAN and W. THOMAS LONDON, and each of them, proxies
R with several powers of substitution, to vote for the undersigned at the
1995 Annual Meeting of shareholders of MFS MUNICIPAL INCOME TRUST to be
O held at 500 Boylston Street, Boston, Massachusetts, on Wednesday,
September 20, 1995, notice of which meeting and the Proxy Statement
X accompanying the same have been received by the undersigned, or at any
adjournment thereof, upon the following matters as described in the
Y Notice of Meeting and accompanying Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES.
IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL BE
VOTED 'FOR' THE NOMINEES AND 'FOR' ITEM 2. THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER
SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
PLEASE SIGN THIS PROXY EXACTLY AS
YOUR NAME OR NAMES APPEAR ON REVERSE
SIDE OF THIS CARD. JOINT OWNERS
SHOULD EACH SIGN PERSONALLY.
TRUSTEES AND OTHER FIDUCIARIES
SHOULD INDICATE THE CAPACITY IN
WHICH THEY SIGN, AND WHERE MORE THAN
ONE NAME APPEARS, A MAJORITY MUST
SIGN. IF A CORPORATION, THIS
SIGNATURE SHOULD BE THAT OF AN
AUTHORIZED OFFICER WHO SHOULD STATE
HIS OR HER TITLE.
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. ELECTION OF TRUSTEES. FOR / / WITHHOLD / / FOR ALL EXCEPT / /
NOMINEES: A. Keith Brodkin, Richard B. Bailey, Peter G. Harwood and
Charles W. Schmidt.
If you do not wish your shares voted "FOR" a particular nominee,
mark the "FOR ALL EXCEPT" box and strike a line through that
nominees name. Your shares will be voted for the remaining
nominees.
2. RATIFICATION OF SELECTION OF ACCOUNTANTS.
FOR / / AGAINST / / ABSTAIN / /
RECORD DATE SHARES:
-------------------
Date
Please be sure to sign and date this Proxy.
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------ Shareholder sign here ------ ------ Co-owner sign here -----
