MFS MUNICIPAL INCOME TRUST
N-30D, 1995-07-10
Previous: CANNON EXPRESS INC, SC 13G, 1995-07-10
Next: FRANKLIN TAX ADVANTAGED INTERNATIONAL BOND FUND, 497, 1995-07-10


     


Dear Shareholders: 
During the past six months, it became apparent that the Federal Reserve 
Board's credit tightening moves were succeeding in slowing economic growth 
and keeping inflation in check. As a result, interest rates fell dramatically 
and the municipal bond market staged a comeback. The net asset value of the 
Trust rose from $8.73 on October 31, 1994 to $8.86 on April 30, 1995. Over 
that same period, the Trust's market price on the New York Stock Exchange 
increased from $9.125 at the end of October to $9.50 on April 30, 1995. In 
spite of the wide fluctuations in interest rates which occurred, the Trust 
was able to maintain a monthly dividend of $0.058 per share, and thus the 
distribution rate on April 28, 1995, based on the most recent dividend 
annualized and the stock market price of $9.50 in effect at the close of 
business on that date, was 7.3%. 

Economic Outlook 
As the economy enters its fifth year of expansion, it is evidencing a 
decidedly decelerating trend from its robust pace of 1994, when gross 
domestic product expanded by 4.1%. Estimated growth in this year's first 
quarter diminished to an annual rate of 2.8%. Consumer spending slowed 
considerably during the quarter and was accompanied by a correspondingly 
large increase in inventories. As we begin the year's second quarter, the 
evidence suggests that the economy has entered a phase of less-than-full- 
potential growth, as the April unemployment rate showed a second consecutive 
monthly increase. We expect the economy to continue to grow at this more 
subdued pace. We do not anticipate that the slowdown will deteriorate into a 
recession and, conversely, we remain mindful of the potential for a 
reliquified consumer sector to reassert itself as the year progresses. 

Municipal Bond Market 
The theme for the municipal bond market in 1995 continues to be the dramatic 
reduction in new-issue supply. Issuance in 1994 was 44% lower than that in 
record-breaking 1993. The trend continues into 1995, with issuance down an 
additional 46% during the first three months of the year. The lack of supply, 
combined with relatively weak demand from investors, is holding the municipal 
market in a delicate balance, due primarily to the much-publicized Capitol 
Hill discussions regarding tax reform. 

One of the most notable events in the high-yield market during the past six 
months was the much-anticipated opening of the Denver International Airport 
on February 28, 1995. Although the opening was a significant milestone, the 
continued successful operation of the airport will be closely monitored. 
Other events that shaped the market included the downgrading to below 
investment grade of Washington, D.C., and the bankruptcy filing of Orange 
County, California, both of which underscored the importance of extensive 
fundamental research. 

Portfolio Performance and Strategy 
Given this outlook, our strategy remains focused on credit research, 
diversification and opportunity for price appreciation, as well as on 
maximizing federally tax-free income. Call risk and sufficient supply of 
high-yielding bonds will be the challenges for the remainder of 1995. July 1, 
1995 is expected to be the largest municipal bond call date in history, 
followed by an even larger call date on January 1, 1996. Because the Trust 
has minimal call risk in the near future, we believe it may be possible to 
maintain the current distribution rate of $0.058 per share, at least over the 
next few months. 

We appreciate your support and welcome any questions or comments you may 
have. 

Respectfully, 
[Signature of A. Keith Brodkin] 

A. Keith Brodkin 
Chairman and President 

[signature of Cynthia M. Brown] 
Cynthia M. Brown 
Portfolio Manager 
May 17, 1995 

                                      1 
<PAGE> 
In accordance with Section 23(c) of the Investment Company Act of 1940, the 
Trust hereby gives notice that it may from time to time repurchase shares of 
the Trust in the open market at the option of the Board of Trustees and on 
such terms as the Trustees shall determine. 

Investment Objective and Policy 

The investment objective of MFS(R) Municipal Income Trust is to provide high 
current income exempt from federal income taxes. 

The Trust seeks to achieve its objective by investing primarily in medium- 
and lower-quality municipal bonds and notes. The Trust may also enter into 
futures contracts and purchase securities on a "when-issued" basis. 

Number of Employees 

The Trust is organized as a Massachusetts business trust and is registered 
under the Investment Company Act of 1940, as amended, as a closed-end, 
non-diversified, management investment company and has no employees. 

New York Stock Exchange Symbol 

The New York Stock Exchange symbol is MFM. 

Number of Shareholders 

As of April 30, 1995, our records indicate that there are 8,818 registered 
shareholders and approximately 16,600 shareholders owning Trust shares in 
"street" name, such as through brokers, banks and other financial 
intermediaries. 

Performance Summary 
(For the six months ended April 30, 1995) 

<TABLE>
<CAPTION>
<S>                                  <C>
Net Asset Value Per Share 
October 31, 1994                     $8.730 
April 30, 1995                       $8.860 

New York Stock Exchange Price 
October 31, 1994                     $9.125 
April 25, 1995 (high)*               $9.625 
November 22, 1994 (low)*             $8.375 
April 30, 1995                       $9.500 
</TABLE>
*For the period November 1, 1994 through April 30, 1995. 

Dividend Reinvestment and 
Cash Purchase Plan 

The Trust offers a Dividend Reinvestment and Cash Purchase Plan which allows 
you to reinvest either all of the distributions or only the long-term capital 
gains paid by the Trust. Unless the shares are trading at a premium 
(exceeding net asset value), purchases are made at the market price. 
Otherwise, purchases will be made at a discounted price of either the net 
asset value or 95% of the market price, whichever is greater. You can also 
buy shares of the Trust. Investments from $100 to $500 can be made in January 
and July on the 15th of the month or shortly thereafter. 

If your shares are in the name of a brokerage firm, bank or other nominee, 
you can ask the firm or nominee to participate in the Plan on your behalf. If 
the nominee does not offer the Plan, you may wish to request that your shares 
be re-registered in your own name so that you can participate. 

There is no service charge to reinvest distributions, nor are there brokerage 
charges for shares issued directly by the Trust. However, when shares are 
bought on the New York Stock Exchange or otherwise on the open market, each 
participant pays a pro rata share of the commissions. A service fee of $0.75 
is charged for each cash purchase as well as a pro rata share of the 
brokerage commissions, if any. The automatic reinvestment of distributions 
does not relieve you of any income tax that may be payable (or required to be 
withheld) on the distributions. 

To enroll in or withdraw from the Plan or to receive a brochure providing a 
complete description of the Plan, please contact the Plan agent at the 
address and telephone number located on the back cover of this report. Please 
have available the name of the Trust and your account and Social Security 
numbers. For certain types of registrations, such as corporate accounts, 
instructions must be submitted in writing. When you withdraw from the Plan, 
you can receive the value of the reinvested shares in one of two ways: a 
check for the value of the full and fractional shares, or a certificate for 
the full shares and a check for the fractional shares. 

                                      2 
<PAGE> 
Portfolio of Investments -- April 30, 1995
Municipal Bonds -- 98.8% 
<TABLE>
<CAPTION>
                                                                             Principal 
                                                                               Amount 
                                                                                (000 
Issuer                                                                        Omitted)        Value 
<S>                                                                           <C>          <C>
Student Loan Revenue -- 0.6% 
Arizona Student Loan Acquisition Authority, 7.625s, 2010                      $   750       $   814,388 
Pennsylvania Higher Education Assistance Agency, AMBAC, RIBS, 7.833s, 
  20229(section)(section)                                                       1,300         1,228,162 
                                                                                            ----------- 
                                                                                            $ 2,042,550 
                                                                                            ----------- 
General Obligation -- 2.6% 
Arapahoe County, CO, Water & Sanitation District, 9.25s, 2013                 $ 2,000       $ 2,105,880 
City of Markham, Cook County, IL, 9s, 2012                                      1,300         1,377,961 
Jefferson County, OH, 7.125s, 2019                                              2,000         2,043,200 
New Lenox, IL, Industrial Development Rev., 8.25s, 2014                         2,000         2,010,580 
Triview, CO, Metropolitan District, 13s, 2004+*#                                2,500         1,250,000 
                                                                                            ----------- 
                                                                                            $ 8,787,621 
                                                                                            ----------- 
State and Local Appropriation -- 0.3% 
Troy, NY, Certificate of Participation, Recreational Facilities Rev., 
  9.75s, 2010                                                                 $ 1,100       $ 1,182,841 
                                                                                            ----------- 
Refunded and Special Obligation -- 13.4% 
Dayton, OH, Special Facilities Rev. (Emery Air Freight), "A", 12.5s, 
  2009                                                                        $ 1,000       $ 1,172,670 
Grand Junction, CO (Lincoln Park Osteopathic Hospital), 10.5s, 2017             1,250         1,457,175 
Maine Health & Higher Education Facilities Authority (d'Youville 
  Pavilli), 10s, 2017                                                           7,690         8,840,270 
Maine Health & Higher Education Facilities Authority (St. Mary's 
  Hospital), 8.625s, 2022                                                       1,000         1,147,430 
Mississippi Hospital Equipment & Facilities Authority Rev. (Rush Medical 
  Center), 8.75s, 2001                                                          1,000         1,090,980 
Russellville, AR, Industrial Development Rev. (Charles Meyers Project), 
  10s, 2009                                                                     5,565         6,639,212 
Telluride Gondola, CO, Real Estate Transfer, 11.5s, 2012                          990         1,542,816 
Telluride Gondola, CO, Real Estate Transfer, 11.5s, 2012                        1,910         1,900,355 
Texas Turnpike Authority (Houston Ship Channel Bridge), 0s, 2002               10,565        14,206,439 
Washington Public Power Supply System Project #1, 15s, 1996                     3,740         4,281,440 
Washington Public Power Supply System Project #1, 14.375s, 2001                 1,825         2,453,128 
                                                                                            ----------- 
                                                                                            $44,731,915 
                                                                                            ----------- 
Single Family Housing Revenue -- 7.8% 
Austin, TX, Housing Finance Corp., 0s, 2016                                   $26,435       $ 2,447,352 
Berkeley, Brookes, & Fayette Counties, WV, MBIA, 0s, 2016                      14,000         1,427,300 
Cook County, IL, Single Family Housing, 0s, 2015                                2,160           240,170 
Corpus Christi, TX, Housing Finance Corp., 0s, 2011                             3,000           633,600 
Dallas, TX, Housing Finance Corp., Single Family Mortgage Rev., MBIA, 
  0s, 2016                                                                     15,820         1,664,739 
Denver, CO, City & County Airport Rev., 0s, 2015                                9,450           884,804 
Duval County, FL, Housing Finance Authority, 0s, 2015                          23,815         2,502,242 
Florida Housing Finance Agency, 0s, 2012                                        4,750           840,798 
Harris County, TX, Housing Finance Corp., 9.625s, 2003                          1,365         1,380,384 
Harris County, TX, Housing Finance Corp., 9.875s, 2014                            855           864,644 
Jackson County, MO, 0s, 2016                                                    8,035           767,825 
Louisiana Housing Finance Agency, Single Family Mortgage Rev., FGIC, 
  9.375s, 2015                                                                    415           428,678 
Nebraska Investment Finance Authority, 0s, 2015                                48,500         6,772,540 
Nebraska Investment Finance Authority, 0s, 2016                                 4,790           411,844 
Nevada Housing Division, 0s, 2015                                               1,949           263,981 
Ohio Housing Finance Agency, GNMA, RIBS, 9.324s, 2031(section)(section)         1,000         1,039,900 
Reno County, KS, Mortgage Rev., 0s, 2014                                        5,725           646,467 
Saline County, KS, 0s, 2014                                                     2,375           283,979 
Utah Housing Finance Agency, Residential Mortgage Rev., 9s, 2019                   85            56,224 
West Virginia Housing Development Fund, 0s, 2015                               13,355         1,673,515 
Wisconsin Housing & Economic Development Authority, Home Ownership Rev., 
  RIBS, 9.642s, 2022(section)(section)                                            900           942,858 
                                                                                            ----------- 
                                                                                            $26,173,844 
                                                                                            -----------
                                      3 
<PAGE> 
Portfolio of Investments -- continued
Municipal Bonds -- continued 
 
Multi-Family Housing Revenue -- 7.2% 
Bexar County, TX, Housing Finance Corp., 0s, 2015                             $26,300       $ 3,032,390 
Broward County, FL, Housing Finance Authority (Deerfield Beach 
  Apartments), 13s, 2001*S.#                                                       86            49,451 
Colorado Housing Finance Authority, 9s, 2025                                      955           874,379 
Dade County, FL, Housing Finance Agency, Multi-Family Housing, 8.375s, 
  2002                                                                          5,466         5,584,522 
Dade County, FL, Housing Finance Agency, Multi-Family Housing, 8.375s, 
  2002                                                                          4,317         4,410,715 
Dallas, TX, Housing Finance Corp., 8.5s, 2011                                   1,400         1,438,136 
Escondido, CA, Community Development Authority (Las Villas del Norte), 
  8.875s, 2005                                                                    830           815,583 
Florida Housing Finance Agency (Mutual Benefit Life), 7s, 2004                    600           510,000 
Florida Housing Finance Agency (South Lake Apartments), 8.7s, 2021              1,500         1,510,095 
Kenton County, KY, Industrial Development Rev. (Highland Terrace), 8.7s, 
  2026                                                                          5,330         5,711,361 
Memphis, TN, Health, Education & Housing Facilities Board (Wesley 
  Highland Terrace), 12.75s, 2015+++                                              100            85,000 
                                                                                            ----------- 
                                                                                            $24,021,632 
                                                                                            ----------- 
Insured Health Care Revenue -- 1.3% 
Clermont County, OH, Hospital Facilities Rev. (Mercy Health System), 
  AMBAC, MVRIC, 9.001s, 2021(section)(section)                                $   500       $   534,160 
Desert Hospital District, CA, Hospital Rev. (Desert Hospital), CG, COP, 
  MVRIC, 8.304s, 2020(section)(section)                                         1,500         1,541,190 
North Central Texas, Health Facilities Development Corp. (Presbyterian 
  Hospital), 8.945s, 2021(section)(section)                                     1,500         1,554,270 
Salt Lake City, UT, Hospital Rev. (Intermountain Health Care), AMBAC, 
  INFLO, 9.16s, 2020(section)(section)                                            650           686,719 
                                                                                            ----------- 
                                                                                            $ 4,316,339 
                                                                                            ----------- 
Health Care Revenue -- 24.4% 
Arkansas Development Finance Authority, Economic Development Rev. 
  (Southwest Homes), 11s, 2018                                                $ 1,435       $ 1,521,746 
Bell County, TX, Health Facilities Authority (Kings Daughters Hospital), 
  9.25s, 2008                                                                     845           932,559 
Bell County, TX, Health Facilities Development Corp. (Advanced Living 
  Technology), 10.5s, 2018                                                      4,245         3,905,400 
Boonville, MO, Health Facilities Rev. (Gericare, Inc.), 11s, 2017               1,900         2,010,086 
Boston, MA, Industrial Development Finance Authority Rev. (Stonehedge 
  Convalescent Center), 10.75s, 2011                                              895           969,419 
Brevard County, FL, Health Facilities Authority Rev. (Friendly Village), 
  9.25s, 2012                                                                   2,320         2,372,223 
Broward County, FL, Industrial Development Rev. (Beverly Enterprises, 
  Inc.), 9.8s, 2010                                                             2,710         2,996,176 
Cambria County, PA, Industrial Development Authority (Beverly 
  Enterprises), 10s, 2012                                                         840         1,009,840 
Chester County, PA, Industrial Development Authority (RHA/PA Nursing 
  Home, Inc.), 10.125s, 2019                                                      990         1,008,067 
Connecticut Health & Educational Facilities (Johnson Evergreen Corp.), 
  8.5s, 2014                                                                      650           674,928 
Daphne, AL, Special Care Facilities Financing Authority (Westminster 
  Village), 8.25s, 2026*#                                                         500           340,000 
District of Columbia, Hospital Rev. (Hospital for Sick Children), 
  8.875s, 2021                                                                    490           524,339 
Fairfax, Fauquier & Loudoun Counties, VA, Health Center Commission, 
  Nursing Home Rev., 9s, 2020                                                   1,940         1,993,913 
Fulton County, GA, Residential Care Facilities, Elderly Authority Rev. 
  (Lenbrook Square Foundation), 9.75s, 2017                                     2,820         2,917,064 
Gadsden County, FL, Industrial Development Authority (RHA/FLA 
  Properties), 10.45s, 2018                                                     2,610         2,675,563 
Greenville County, SC, Hospital Facility Rev. (Chestnut Hill), 10.375s, 
  2016                                                                          2,930         2,959,300 
Hannibal, MO, Industrial Development Authority (Hannibal Regional Health 
  Care System, Inc.), 9.5s, 2022#                                               1,500         1,729,230 
Hobbs, NM, Health Facilities Rev. (Nemecal Associates), 9.625s, 2014              955         1,001,174 
Hopewell County, VA, Hospital Authority (John Randolph Hospital), 8.85s, 
  2013                                                                          1,100         1,128,644 
Jackson County, IL, First Mortgage Rev. (Styrest Nursing Home), 9.4s, 
  2000+*#                                                                          60             6,960 
Jackson County, IL, First Mortgage Rev. (Styrest Nursing Home), 9.5s, 
  2005+*#                                                                         550            63,800 
Jackson County, IL, First Mortgage Rev. (Styrest Nursing Home), 9.75s, 
  2010+*#                                                                       1,400           162,400 
Jackson County, IL, First Mortgage Rev. (Styrest Nursing Home), 10s, 
  2016+*#                                                                         535            62,060 
Lee County, FL, Industrial Development Authority (Beverly Enterprises), 
  10s, 2010                                                                     2,110         2,370,796 
Lexington-Fayette Counties, KY, Health Care Facilities Rev. (Sayre 
  Christian Village), 10s, 2012                                                 1,575         1,613,367 
Louisiana Public Facilities Authority (Chateau Riviere Home for the 
  Aged), 10.25s, 2016                                                           3,430         3,560,876 
Louisiana Public Facilities Authority (Southwest Medical Center), 11s, 
  2006                                                                          4,623         2,731,042
                                      4
 
<PAGE> 
Health Care Revenue -- continued

Mass. Health & Education Facilities Authority (Fairview Extended Care 
  Facility), 10.25s, 2021                                                      $1,500       $ 1,635,705 
Mass. Industrial Finance Agency (Martha's Vineyard Long-Term Care), 
  9.25s, 2022                                                                   1,700         1,615,000 
Mass. Industrial Finance Agency (Needham/Hamilton House), 11s, 2010             1,000         1,021,920 
Monongalia County, WV, Health Facilities Rev. (Beverly Enterprises, 
  Inc.), 10s, 2007                                                              1,090         1,205,420 
Montgomery County, OH, Hospital Rev. (Kettering Convalescent Center), 
  10s, 2020                                                                     1,000         1,047,860 
Montgomery County, PA, Higher Education & Health Authority Rev. 
  (AHF/Montgomery, Inc.), 10.5s, 2020                                           2,500         2,573,875 
New Jersey Economic Development Authority (Courthouse Convalescent 
  Center), 8.7s, 2014                                                             650           659,809 
New Jersey Economic Development Authority (Geriatric & Medical Services, 
  Inc.), 9.625s, 2004                                                             205           218,643 
New Jersey Economic Development Authority (Geriatric & Medical Services, 
  Inc.), 9.625s, 2022                                                             675           717,984 
New Jersey Economic Development Authority (Greenwood Health Care), 
  9.75s, 2011                                                                   1,510         1,510,800 
New Jersey Economic Development Authority (Wanaque Convalescent Center), 
  8.6s, 2011                                                                    1,000           985,580 
North Carolina Medical Care Commission, Hospital Rev. (Valdese General 
  Hospital), 8.75s, 2016                                                        1,475         1,533,307 
Okaloosa County, FL, Retirement Rental Housing Rev. (Beverly 
  Enterprises, Inc.), 10.75s, 2003                                              1,490         1,633,055 
Orange County, FL, Industrial Development Authority (Friendly Village), 
  9.25s, 2012                                                                     150           152,445 
Orange County, FL, Industrial Development Authority Rev., 9.25s, 1997           1,805         1,868,969 
Osceola County, FL, Industrial Development Rev. (Community Provider 
  Pooled Loan Project), 7.75s, 2017                                             1,300         1,318,434 
Philadelphia, PA, Industrial Development Authority, 10.25s, 2018                2,370         2,437,569 
Philadelphia, PA, Industrial Development Authority, 10.25s, 2018                1,985         2,045,007 
Prince William County, VA, Industrial Development Authority, Residential 
  Care (Westminster at Lake Ridge), 10s, 2022                                   1,500         1,598,220 
Rochester, MN (Mayo Foundation/Mayo Medical Foundation), FIRS, 7.34s, 
  2021++++                                                                      1,000         1,012,270 
Santa Fe, NM, Industrial Development Rev. (Casa Real Nursing Home), 
  9.75s, 2013                                                                   1,185         1,228,927 
Seminole County, FL, Industrial Development Authority (Friendly 
  Village), 10s, 2011                                                           1,855         1,939,346 
St. Charles County, MO, Industrial Development Authority (Garden View 
  Care Center), 10s, 2016                                                       2,325         2,375,290 
St. Petersburg, FL, Health Facilities Rev. (Swanholm Nursing), 10s, 2022          790           840,465 
Suffolk County, NY, Industrial Development Agency (A Planned Program), 
  9.75s, 2015                                                                   1,370         1,233,000 
Washington County, FL, Industrial Development Authority (Washington 
  County), 10s, 2016                                                            1,140         1,086,694 
Waterford Township, MI, Economic Development Rev. (Canterbury Health), 
  8.375s, 2023                                                                  1,500         1,534,590 
Westside Habilitation Center, Cheneyville, LA, 8.375s, 2013                     1,300         1,239,836 
                                                                                            ----------- 
                                                                                            $81,510,992 
                                                                                            ----------- 
Electric and Gas Utility Revenue -- 1.3% 
Midland Michigan Environmental Development Authority, Pollution Control 
  Rev. (Midland Cogeneration), 9.5s, 2009                                      $1,500       $ 1,602,060 
Montana Board of Investment Resources Recovery Rev. (Yellowstone 
  Energy), 7s, 2019                                                               945           873,832 
New Jersey Economic Development Authority (Vineland Cogeneration), 
  7.875s, 2019                                                                  1,000         1,062,350 
Southern California Public Power Authority, Transportation Project, 
  RIBS, 6.644s, 2012(section)(section)                                            650           641,108 
                                                                                            ----------- 
                                                                                            $ 4,179,350 
                                                                                            ----------- 
Turnpike Revenue -- 2.3% 
Massachusetts Industrial Finance Agency, Tunnel Rev. (Mass. Turnpike), 
  9s, 2020                                                                     $3,900       $ 4,191,018 
San Joaquin Hills, CA, 0s, 2006                                                 2,300         1,000,339 
San Joaquin Hills, CA, Transportation Corridor Agency, Toll Road Rev., 
  0s, 2011                                                                      6,600         1,927,530 
West Virginia Parkways, Economic Development & Tourism Authority, 
  7.068s, 2019(section)(section)                                                  600           551,268 
                                                                                            ----------- 
                                                                                            $ 7,670,155 
                                                                                            ----------- 
Airport and Port Revenue -- 4.7% 
Cleveland, OH, Airport Special Facilities Rev. (Continental Airlines), 
  9s, 2019                                                                     $3,150       $ 3,145,558 
Denver, CO, City & County Airport Rev., 8.75s, 2023                             1,500         1,660,380 
Hillsborough County, FL, Aviation Authority Rev. (US Air), 8.6s, 2022             650           656,103 

                                      5 
<PAGE> 
Portfolio of Investments -- continued  
Municipal Bonds --continued 

Airport and Port Revenue -- continued 
Kenton County, KY, Airport Board Special Facilities (Delta Airlines), 
  7.5s, 2020                                                                  $ 1,000       $ 1,015,890 
St. Augustine, FL, Airport Authority, Airport Rev. (Grumman Repair 
  Facility), 11s, 2004                                                          2,575         2,758,186 
Tulsa, OK, Municipal Airport Trust Rev., 7.375s, 2020                           3,400         3,429,410 
Tulsa, OK, Municipal Airport Trust Rev., 7.6s, 2030                             3,000         3,059,220 
                                                                                            ----------- 
                                                                                            $15,724,747 
                                                                                            ----------- 
Sales and Excise Tax Revenue -- 0.7% 
Chicago, IL (Ryan Garfield Tax Increment Rev.), 10.125s, 2007                 $ 1,745       $ 1,808,762 
Denver, CO, Urban Renewal Tax, 8.5s, 2013                                         500           459,290 
                                                                                            ----------- 
                                                                                            $ 2,268,052 
                                                                                            ----------- 
Industrial Revenue (Corporate Guarantee) -- 18.2% 
Atlanta, GA, Special Purpose Facilities Rev. (Delta Airlines Project), 
  7.9s, 2018                                                                  $ 2,100       $ 2,167,137 
Charleston County, SC, Resource Recovery Rev. (Foster Wheeler), 9.25s, 
  2010                                                                          1,750         1,922,042 
East Chicago, IN, Pollution Control Rev. (Inland Steel Co.), 10s, 2011         11,000        11,811,800 
Eastern Band of Cherokee Indian Community, NC (Carolina Mirror Co.), 
  10.25s, 2009                                                                  6,945         7,329,892 
Eastern Band of Cherokee Indian Community, NC (Carolina Mirror Co.), 
  11s, 2012#                                                                      650           692,022 
El Paso, TX, Industrial Development Authority (Popular Dry Goods Co.), 
  9.875s, 2016                                                                  8,500         8,707,995 
Hernando County, FL, Water & Sewer Rev. (Florida Crushed Stone Co.), 
  8.5s, 2014                                                                    3,000         3,141,510 
Hodge Village, LA, Utilities Rev. (Stone Container Corp.), 9s, 2010             7,585         7,993,983 
Hunt County, TX, Industrial Development Rev. (Household Manufacturing), 
  10.236s, 2003                                                                 2,700         2,620,755 
Lawrenceburg, TN, Industrial Development Board (Tridon, Inc.), 9.875s, 
  2006                                                                          1,500         1,518,270 
Massachusetts Industrial Financing Agency (Solid Waste Disposal Rev.), 
  8.25s, 2014                                                                   3,000         3,062,430 
Mesa County, CO (Joy Technologies), 8.5s, 2006                                    650           677,410 
Port of Corpus Christi, TX (Valero Energy), 10.25s, 2017                        4,000         4,418,360 
Port of New Orleans, LA, 8.25s, 2004                                            1,000         1,076,140 
Port of New Orleans, LA, Industrial Development Rev., 8.5s, 2014                1,650         1,800,084 
Walton, GA, Industrial Development Rev. (Ultima Rubber Products, Inc.), 
  10s, 2010                                                                     1,820         1,915,696 
                                                                                            ----------- 
                                                                                            $60,855,526 
                                                                                            ----------- 
Universities -- 0.7% 
Mass. Industrial Finance Agency (Emerson College), 8.9s, 2018                 $ 2,000       $ 2,211,600 
                                                                                            ----------- 
Other -- 13.3% 
Bristol, CT, Resource Recovery Facilities, 6.5s, 2014**                       $ 3,000       $ 2,847,330 
Cleveland County, OK, Development Authority (Trails Inn), 12.5s, 2012*+#        9,625         5,101,250 
Connecticut Development Authority (Southington Associates), 10s, 2016+*#        4,425         2,655,000 
Crystal City, TX, Lease Obligations, 10.5s, 2008*#                              4,243         4,052,760 
Danville, VA, Industrial Development Rev. (Piedmont Mall ), 8s, 2017            5,795         5,564,475 
District of Columbia (National Public Radio), 7.7s, 2023                        2,500         2,556,575 
Downtown Marietta Development Authority, GA (Marietta Station), 10.25s, 
  1996+*#                                                                       2,166           898,949 
Maryland Energy Financing Administration (Solid Waste), 9s, 2016                6,000         5,978,760 
Michigan Strategic Funding, Limited Obligation Rev. (Blue Water Fiber), 
  8s, 2012                                                                      1,000           931,360 
Michigan Strategic Funding, Limited Obligation Rev. (Great Lakes Fibre 
  Project), 10.25s, 2016                                                        5,000         5,189,600 
Pennsylvania Economic Development Finance Authority, Recycling Rev., 
  9.25s, 2022                                                                   5,000         5,039,200 

                                      6 
<PAGE> 
Other -- continued 
Retema, TX, Special Facilities Rev. (Retema Park Racetrack Project), 
  8.75s, 2018                                                                  $3,290      $  3,188,734 
St. Louis County, MO, Industrial Development Authority (Kiel Center 
  Arena), 7.875s, 2024                                                            300           304,965 
                                                                                            ----------- 
                                                                                           $ 44,308,958 
                                                                                            ----------- 
   Total Investments (Identified Cost, $320,285,625)                                       $329,986,122 

Other Assets, Less Liabilities -- 1.2%                                                        3,888,676 
                                                                                            ----------- 
   Net Assets -- 100.0%                                                                    $333,874,798 
                                                                                            =========== 
</TABLE>
  + Non-income producing security -- in default. 
 ++ Security accruing only partial interest.  
+++ Indexed security. 
* Security valued by or at the direction of the Trustees. 
** When-issued security. 
  (section) Non-income producing security. 
(section)(section) Inverse floating rate security. 
# Restricted security. 

                      See notes to financial statements 

                                      7 
<PAGE> 
Statement of Assets and Liabilities -- April 30, 1995 

<TABLE>
<CAPTION>
<S>                                                                                            <C>
Assets:
 Investments, at value (identified cost, $320,285,625)                               $ 329,986,122
 Receivable for investments sold                                                           327,775
 Interest receivable                                                                     8,445,188
 Other assets                                                                                4,434
                                                                                     -------------
      Total assets                                                                   $ 338,763,519
                                                                                     -------------
Liabilities:
 Cash overdraft                                                                      $   1,184,732
 Distributions payable                                                                     301,550
 Payable for when-issued investments purchased                                           3,000,000
 Payable to affiliates --
  Management fee                                                                            26,787
  Transfer and dividend disbursing agent fee                                                11,500
 Accrued expenses and other liabilities                                                    364,152
                                                                                     -------------
      Total liabilities                                                              $   4,888,721
                                                                                     -------------
Net assets                                                                           $ 333,874,798
                                                                                     =============
Net assets consist of:
 Paid-in capital                                                                     $ 353,518,631
 Unrealized appreciation on investments                                                  9,700,497
 Accumulated undistributed net realized loss on investments                            (30,319,606)
 Accumulated undistributed net investment income                                           975,276
                                                                                     -------------
      Total                                                                          $ 333,874,798
                                                                                     =============
Shares of beneficial interest outstanding                                               37,685,050
                                                                                     =============
Net asset value per share (net assets / shares of beneficial interest outstanding)   $        8.86
                                                                                     =============
</TABLE>
Statement of Operations -- Six Months Ended April 30, 1995 

<TABLE>
<CAPTION>
<S>                                                                                           <C>
Net investment income:
 Interest income                                                                      $ 14,959,435
                                                                                      ------------
Expenses --
  Management fee                                                                      $  1,591,311
  Trustees' compensation                                                                    63,972
  Transfer and dividend disbursing agent fee                                                70,046
  Legal fees                                                                               221,892
  Custodian fee                                                                             68,747
  Postage                                                                                   46,589
  Auditing fees                                                                             30,180
  Printing                                                                                  11,769
  Miscellaneous                                                                             65,343
                                                                                      ------------
      Total expenses                                                                  $  2,169,849
                                                                                      ------------
        Net investment income                                                         $ 12,789,586
                                                                                      ------------
Realized and unrealized gain (loss) on investments:                  
 Realized loss on investment transactions (identified cost basis)                     $ (1,559,791)
 Change in unrealized appreciation on investments                                        6,750,147
                                                                                      ------------
  Net realized and unrealized gain on investments                                     $  5,190,356
                                                                                      ------------
       Increase in net assets from operations                                         $ 17,979,942
                                                                                      ============
</TABLE>

                                      8 
<PAGE> 
Statement of Changes in Net Assets 

<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>
Increase (decrease) in net assets:                                            Six Months 
                                                                                    Ended        Year Ended 
                                                                                April 30,       October 31, 
                                                                                     1995              1994 
                                                                              -----------     ------------- 
 From operations -- 
  Net investment income                                                     $ 
                                                                              12,789,586      $ 25,188,088 
  Net realized loss on investments                                            (1,559,791)       (7,845,685) 
  Net unrealized gain (loss) on investments                                    6,750,147        (2,969,705) 
                                                                              -----------     ------------- 
   Increase in net assets from operations                                   $ 17,979,942      $ 14,372,698 
                                                                              -----------     ------------- 
 Distributions declared to shareholders from net investment income          $(13,084,575)     $(25,961,909) 
                                                                              -----------     ------------- 
 Trust share (principal) transactions -- 
  Net asset value of shares issued to shareholders in reinvestment of 
  distributions                                                             $  1,786,765      $  3,525,668 
                                                                              -----------     ------------- 
   Total increase (decrease) in net assets                                  $  6,682,132      $ (8,063,543) 
Net assets: 
  At beginning of period                                                     327,192,666       335,256,209 
                                                                              -----------     ------------- 
  At end of period (including undistributed net investment income of 
  $975,276 and   $1,270,265, respectively)                                  $333,874,798      $327,192,666 
                                                                              ===========     ============= 
</TABLE>

Financial Highlights 
<TABLE>
<CAPTION>
                                      Six Months 
                                         Ended 
                                       April 30,             Year Ended October 31, 
                                                      -------------------------------------- 
                                         1995           1994          1993          1992 
                                      ------------    ----------    ----------    ---------- 
<S>                                   <C>             <C>           <C>           <C>
Per share data (for a share 
  outstanding throughout each 
  period): 
Net asset value -- beginning of 
  period                                    $8.73         $9.04         $8.78         $8.94 
                                       ----------      --------      --------      -------- 
Income from investment operations 
  -- 
 Net investment income#                     $0.34         $0.68         $0.75         $0.73 
 Net realized and unrealized 
   gain (loss) on investments                0.14         (0.29)         0.21         (0.17) 
                                       ----------      --------      --------      -------- 
  Total from investment 
   operations                               $0.48         $0.39         $0.96         $0.56 
                                       ----------      --------      --------      -------- 
Less distributions declared to 
  shareholders from net 
  investment income                        $(0.35)       $(0.70)       $(0.70)       $(0.72) 
                                       ----------      --------      --------      -------- 
Net asset value -- end of period            $8.86         $8.73         $9.04         $8.78 
                                       ==========      ========      ========      ======== 
Per share market value -- end of 
  period                                   $9.500        $9.125       $10.000        $9.000 
                                       ==========      ========      ========      ======== 
Total return                                8.31%+++    (1.47)%        10.95%         5.34% 
Ratios (to average net assets)/ 
  Supplemental data: 
 Expenses                                   1.33%+        1.31%         1.33%         1.34% 
 Net investment income                      7.87%+        7.58%         7.55%         8.17% 
Portfolio turnover                            10%           22%           14%           17% 
Net assets at end of period 
   (000 omitted)                        $ 333,875      $327,193      $335,256      $323,060 
</TABLE>

                                       
<PAGE> 
<TABLE>
<CAPTION>
                                         1991           1990          1989          1988         1987* 
                                      ------------    ----------    ----------    ----------    ---------- 
<S>                                   <C>             <C>           <C>           <C>           <C>
Per share data (for a share 
  outstanding throughout each 
  period): 
Net asset value -- beginning of 
  period                               $   9.02       $   9.44      $   9.22      $   8.67      $   9.40 
                                       ----------      --------      --------      --------      -------- 
Income from investment operations 
  -- 
 Net investment income#                $   0.70       $   0.75      $   0.76      $   0.75      $   0.65 
 Net realized and unrealized 
   gain (loss) on investments             (0.05)         (0.41)         0.22          0.54         (0.79) 
                                       ----------      --------      --------      --------      -------- 
  Total from investment 
    operations                         $   0.65       $   0.34      $   0.98      $   1.29      $  (0.14) 
                                       ----------      --------      --------      --------      -------- 
Less distributions declared to 
  shareholders from net 
  investment income                    $  (0.73)      $  (0.76)     $  (0.76)     $  (0.74)     $  (0.59) 
                                       ----------      --------      --------      --------      -------- 
Net asset value -- end of period       $   8.94       $   9.02      $   9.44      $   9.22      $   8.67 
                                       ==========      ========      ========      ========      ======== 
Per share market value -- end of 
  period                               $  9.250       $  8.375      $  9.875      $  9.875      $  8.500 
                                       ==========      ========      ========      ========      ======== 
Total return                             19.88%        (7.87)%         8.32%        26.11%      (10.10)%+ 
Ratios (to average net assets)/ 
  Supplemental data: 
 Expenses                                 1.27%          1.21%         1.28%         1.25%         1.04%+ 
 Net investment income                    7.79%          8.07%         8.15%         8.35%         7.62%+ 
Portfolio turnover                          21%            19%           16%           37%           58% 
Net assets at end of period 
   (000 omitted)                       $325,077       $325,767      $338,461      $327,193      $305,118 
</TABLE>
*For the period from the commencement of investment operations, November 25, 
1986 to October 31, 1987. 
 +Annualized. 
++Not annualized. 
#For the periods subsequent to October 31, 1992, certain of the per share 
data were computed using average shares outstanding. 

                                      9
<PAGE> 
Notes to Financial Statements 
(1) Business and Organization 
The Trust is organized as a Massachusetts business trust and is registered 
under the Investment Company Act of 1940, as amended, as a non-diversified, 
closed end, management investment company. The following is a summary of 
significant accounting policies consistently followed by the Trust in the 
preparation of its financial statements. 

(2) Significant Accounting Policies 
Investment Valuations -- Debt securities (other than short-term obligations 
which mature in 60 days or less), including listed issues, are valued on the 
basis of valuations furnished by dealers or by a pricing service with 
consideration to factors such as institutional-size trading in similar groups 
of securities, yield, quality, coupon rate, maturity, type of issue, trading 
characteristics and other market data, without exclusive reliance upon 
exchange or over-the-counter prices. Short-term obligations, which mature in 
60 days or less, are valued at amortized cost, which approximates value. 
Futures contracts, options and options on futures contracts listed on 
commodities exchanges are valued at closing settlement prices. 
Over-the-counter options are valued by brokers through the use of a pricing 
model which takes into account closing bond valuations, implied volatility 
and short-term repurchase rates. Securities for which there are no such 
quotations or valuations are valued at fair value as determined in good faith 
by or at the direction of the Trustees. 

Repurchase Agreements -- The Trust may enter into repurchase agreements with 
institutions that the Trust's investment adviser has determined are 
creditworthy. Each repurchase agreement is recorded at cost. The Trust 
requires that the securities purchased in a repurchase transaction be 
transferred to the custodian in a manner sufficient to enable the Trust to 
obtain those securities in the event of a default under the repurchase 
agreement. The Trust monitors, on a daily basis, the value of the securities 
transferred to ensure that the value, including accrued interest, of the 
securities under each repurchase agreement is greater than amounts owed to 
the Trust under each such repurchase agreement. 

Futures Contracts -- The Trust may enter into financial futures contracts for 
the delayed delivery of securities or contracts based on financial indices at 
a fixed price on a future date. In entering such contracts, the Trust is 
required to deposit either in cash or securities an amount equal to a certain 
percentage of the contract amount. Subsequent payments are made or received 
by the Trust each day, depending on the daily fluctuations in the value of 
the underlying security, and are recorded for financial statement purposes as 
unrealized gains or losses by the Trust. The Trust's investment in financial 
futures contracts is designed to hedge against anticipated future changes in 
interest rates or securities prices. For example, interest rate futures may 
be used in modifying the duration of the portfolio without incurring the 
additional transaction costs involved in buying and selling the underlying 
securities. The Trust may also invest in futures contracts for non-hedging 
purposes. Should interest rates or securities prices move unexpectedly, the 
Trust may not achieve the anticipated benefits of the financial futures 
contracts and may realize a loss. 

Investment Transactions and Income -- Investment transactions are recorded on 
the trade date. Interest income is recorded on the accrual basis. All premium 
and original issue discount are amortized or accreted for both financial 
statement and tax reporting purposes as required by federal income tax 
regulations. 

The Trust has approximately 86.3% of its portfolio invested in high-yield 
securities rated below investment grade. Investments in high-yield securities 
are accompanied by a greater degree of credit risk and the risk tends to be 
more sensitive to economic conditions than that of higher rated securities. 

The Trust uses the effective interest method for reporting interest income on 
payment-in-kind (PIK) bonds, whereby interest income on PIK bonds is recorded 
ratably by the Trust at a constant yield to maturity. Legal 

                                   10 
<PAGE> 
fees and other related expenses incurred to preserve and protect the value of 
a security owned are added to the cost of the security; other legal fees are 
expensed. Capital infusions, which are generally non-recurring, incurred to 
protect or enhance the value of high-yield debt securities, are reported as 
an addition to the cost basis of the security. Costs that are incurred to 
negotiate the terms or conditions of capital infusions or that are expected 
to result in a plan of reorganization are considered workout expenses and are 
reported as realized losses. Ongoing costs incurred to protect or enhance an 
investment, or costs incurred to pursue other claims or legal actions, are 
reported as operating expenses. 

Tax Matters and Distributions -- The Trust's policy is to comply with the 
provisions of the Internal Revenue Code (the Code) applicable to regulated 
investment companies and to distribute to shareholders all of its net taxable 
income, including any net realized gain on investments. Accordingly, no 
provision for federal income or excise tax is provided. The Trust files a tax 
return annually using tax accounting methods required under provisions of the 
Code which may differ from generally accepted accounting principles, the 
basis on which these financial statements are prepared. Accordingly, the 
amount of net investment income and net realized gain reported on these 
financial statements may differ from that reported on the Trust's tax return 
and, consequently, the character of distributions to shareholders reported in 
the financial highlights may differ from that reported to shareholders on 
Form 1099-DIV. 

Distributions paid by the Trust from net interest received on tax-exempt 
municipal bonds are not includable by shareholders as gross income for 
federal income tax purposes because the Trust intends to meet certain 
requirements of the Code applicable to regulated investment companies which 
will enable the Trust to pay exempt-interest dividends. That portion of such 
interest, if any, earned on private activity bonds issued after August 7, 
1986, may be considered a tax preference item to shareholders. Distributions 
to shareholders are recorded on the ex-dividend date. 

The Trust distinguishes between distributions on a tax basis and a financial 
reporting basis and requires that only distributions in excess of tax basis 
earnings and profits are reported in the financial statements as a return of 
capital. Differences in the recognition or classification of income between 
the financial statements and tax earnings and profits which result in 
temporary over-distributions for financial statement purposes, are classified 
as distributions in excess of net investment income or accumulated net 
realized gains. 

(3) Transactions with Affiliates 
Investment Adviser -- The Trust has an investment advisory agreement with 
Massachusetts Financial Services Company (MFS) to provide overall investment 
advisory and administrative services, and general office facilities. The 
management fee, computed daily and paid monthly at an effective annual rate 
of 0.40% of average daily net assets and 6.32% of investment income, amounted 
to $1,591,311. The Trust pays no compensation directly to its Trustees who 
are officers of the investment adviser, or to officers of the Trust, all of 
whom receive remuneration for their services to the Trust from MFS. Certain 
of the officers and Trustees of the Trust are officers or directors of MFS 
and MFS Service Center, Inc. (MFSC). The Trust has an unfunded defined 
benefit plan for all its independent Trustees. Included in Trustees' 
compensation is a net periodic pension expense of $17,973 for the six months 
ended April 30, 1995. 

Transfer Agent -- The Trust has entered into an agreement with MFSC, a wholly 
owned subsidiary of MFS, to act as registrar and dividend disbursing agent to 
the Trust. The agreement provides that the Trust will pay MFSC an account 
maintenance fee and a dividend services fee and will reimburse MFSC for 
reasonable out-of-pocket expenses. The account maintenance fee is computed 
as follows: 


Total Number of Accounts                            Annual Account Fee 
- --------------------------                         -------------------- 
Less than 75,000                                           $9.00 
75,000 and over                                            $8.00 

                                      11 
<PAGE> 
Notes to Financial Statements -- continued
The dividend services fee is $0.75 per dividend reinvestment and $0.75 per 
cash infusion. Fees incurred under the agreement for the six months ended 
April 30, 1995 amounted to $70,046. 

(4) Portfolio Securities 
Purchases and sales of investments, other than U.S. government securities, 
purchased option transactions and short-term obligations, aggregated 
$34,012,699 and $34,062,342, respectively. 

The cost and unrealized appreciation or depreciation in value of the 
investments owned by the Trust, as computed on a federal income tax basis, 
are as follows: 

<TABLE>
<CAPTION>
<S>                                                    <C>
Aggregate cost                                         $320,897,942 
                                                       ============= 
Gross unrealized appreciation                          $ 19,472,366 
Gross unrealized depreciation                           (10,384,186) 
                                                       ------------- 
Net unrealized appreciation                            $  9,088,180 
                                                       ============= 
</TABLE>
At October 31, 1994, the Trust, for federal income tax purposes, had a 
capital loss carryforward of $29,271,033, which may be applied against any 
net taxable realized gains of each succeeding year until the earlier of its 
utilization or expiration on October 31, 1995 ($2,739,150), October 31, 1996 
($7,594,152), October 31, 1999 ($1,898,227), October 31, 2000 ($4,765,334), 
October 31, 2001 ($3,636,033) and October 31, 2002 ($8,638,137). 

(5) Shares of Beneficial Interest 
The Declaration of Trust permits the Trustees to issue an unlimited number of 
full and fractional shares of beneficial interest (without par value). 
Transactions in Trust shares were as follows: 

<TABLE>
<CAPTION>
                                                                      Six Months 
                                                                      Ended April       Year Ended 
                                                                          30,          October 31, 
                                                                         1995              1994 
- ----------------------------------------------------------------     --------------   -------------- 
<S>                                                                     <C>              <C>
Shares issued to shareholders in reinvestment of distributions          204,648          387,477 
                                                                      ============      ============ 
</TABLE>

(6) Quarterly Financial Information (Unaudited) 
<TABLE>
<CAPTION>
 Quarterly Period           Interest Income          Net Investment Income 
- -------------------     ------------------------    ------------------------ 
                                          Per                         Per 
                           Amount        Share        Amount         Share 
                        -------------    -------    -------------    ------- 
<S>                     <C>              <C>        <C>              <C>
January 31, 1995        $ 7,475,901      $0.20      $ 6,403,027      $0.17 
April 30, 1995            7,483,534       0.20        6,386,559       0.17 
                        -----------      -----      -----------      ----- 
                        $14,959,435      $0.40      $12,789,586      $0.34 
                        ===========      =====      ===========      ===== 

January 31, 1994        $ 6,827,945      $0.19      $ 5,789,070      $0.16 
April 30, 1994            7,736,487       0.21        6,576,323       0.18 
July 31, 1994             7,552,625       0.20        6,495,294       0.17 
October 31, 1994          7,420,241       0.20        6,327,401       0.17 
                        -----------      -----      -----------      ----- 
                        $29,537,298      $0.80      $25,188,088      $0.68 
                        ===========      =====      ===========      ===== 

January 31, 1993        $ 7,496,804      $0.21      $ 6,406,703      $0.18 
April 30, 1993            8,603,411       0.25        7,301,981       0.21 
July 31, 1993             7,607,856       0.22        6,457,150       0.19 
October 31, 1993          7,314,667       0.20        6,211,360       0.17 
                        -----------      -----      -----------      ----- 
                        $31,022,738      $0.88      $26,377,194      $0.75 
                        ===========      =====      ===========      ===== 
</TABLE>

                                       
<PAGE> 
<TABLE>
<CAPTION>
                        Net Realized 
                            and 
                         Unrealized 
                        Gain (Loss)      Net Increase (Decrease) 
                             on          in Net Assets Resulting 
Quarterly Period        Investments          from Operations 
- ------------------- 
                                          Per                         Per 
                          Amount         Share        Amount         Share 
                        -------------    -------    -------------    ------- 
<S>                     <C>              <C>        <C>              <C>
January 31, 1995        $   (201,711)    $(0.01)    $ 6,201,316      $0.16 
April 30, 1995             5,392,067       0.15      11,778,626       0.32 
                        ------------     ------     -----------      ----- 
                        $  5,190,356     $ 0.14     $17,979,942      $0.48 
                        ============     ======     ===========      ===== 

January 31, 1994        $    (12,660)     $ --      $ 5,776,410      $0.16 
April 30, 1994            (5,346,907)     (0.14)      1,229,416       0.03 
July 31, 1994             (6,503,505)     (0.17)         (8,211)        -- 
October 31, 1994           1,047,682       0.02       7,375,083       0.20 
                        ------------     ------     -----------      ----- 
                        $(10,815,390)    $(0.29)    $14,372,698      $0.39 
                        ============     ======     ===========      ===== 

January 31, 1993        $  6,083,596     $ 0.16     $12,490,299      $0.34 
April 30, 1993             1,898,351       0.04       9,200,332       0.25 
July 31, 1993               (653,783)     (0.03)      5,803,367       0.16 
October 31, 1993           1,503,211       0.04       7,714,571       0.21 
                        ------------     ------     -----------      ----- 
                        $  8,831,375     $ 0.21     $35,208,569      $0.96 
                        ============     ======     ===========      ===== 
</TABLE>

                                      12 
<PAGE> 
(7) Line of Credit 

The Trust entered into an agreement which enables it to participate with 
other funds managed by MFS, or an affiliate of MFS, in an unsecured line of 
credit with a bank which permits borrowings up to $350 million, collectively. 
Borrowings may be made to temporarily finance the repurchase of Trust shares. 
Interest is charged to each fund, based on its borrowings, at a rate equal to 
the bank's base rate. In addition, a commitment fee, based on the average 
daily unused portion of the line of credit, is allocated among the 
participating funds at the end of each quarter. The commitment fee allocated 
to the Trust for the six months ended April 30, 1995 was $2.548. 

(8) Financial Instruments 
The Trust also invests in indexed securities whose value may be linked to 
foreign currencies, interest rates, commodities, indices or other financial 
indicators. Indexed securities are fixed-income securities whose proceeds at 
maturity (principal-indexed securities) or interest rates (coupon-indexed 
securities) rise and fall according to the change in one or more specified 
underlying instruments. Indexed securities may be more volatile than the 
underlying instrument itself. The following is a summary of such securities 
held at April 30, 1995: 

<TABLE>
<CAPTION>
                                                         Principal 
                                                          Amount                         Unrealized 
Description                              Index         (000 Omitted)       Value        Appreciation 
- -----------------------------------    -----------     ---------------   -----------   ------------- 
<S>                                    <C>             <C>               <C>           <C>
Principal-Indexed Securities: 
Rochester, MN (Mayo Foundation/Mayo 
  Medical Foundation), FIRS, 7.34s, 
  2021                                 PSA Index       $1,000            $1,012,270    $12,270 
</TABLE>
(9) Restricted Securities 

The Trust may invest not more than 10% of its total assets in securities 
which are subject to legal or contractual restrictions on resale. At April 
30, 1995, the Trust owned the following restricted securities (constituting 
5.11% of net assets) which may not be publicly sold without registration 
under the Securities Act of 1933. The Trust does not have the right to demand 
that such securities be registered. The value of these securities is 
determined by valuations supplied by a pricing service or brokers or, if not 
available, in good faith by or at the direction of the Trustees. 
<TABLE>
<CAPTION>
                                          Date of          Par Amount 
Description                             Acquisition      (000 Omitted)        Cost            Value 
- -----------------------------------     -------------    ---------------    -----------   -------------- 
<S>                                        <C>               <C>            <C>            <C>
Broward County, FL, Housing Finance 
  Authority (Deerfield Beach 
  Apartments), 13s, 2001                   1/14/88           $   86         $   89,029     $    49,451 
Cleveland County, OK, Development 
  Authority (Trails Inn), 12.5s, 
  2012                                     7/31/87            9,625          5,098,968       5,101,250 
Connecticut Development Authority 
  (Southington Associates), 10s, 
  2016                                    12/22/86            4,425          4,425,000       2,655,000 
Crystal City, TX, Lease 
  Obligations, 10.5s, 2008                 5/25/88            4,243          3,217,157       4,052,760 
Daphne, AL, Special Care Facilities 
  Financing Authority 
  (Westminster Village), 8.25s, 
  2026                                    10/28/88              500            500,186         340,000 
Downtown Marietta Development 
  Authority, GA (Marietta Station), 
  10.25s, 1996                             6/09/87            2,166          2,184,076         898,949 
Eastern Band of Cherokee Indian 
  Community, NC (Carolina Mirror 
  Co.), 11s, 2012                          2/05/88              650            601,250         692,022 
Hannibal, MO, Industrial 
  Development Authority 
   (Hannibal Regional Health Care 
  System, Inc.), 9.5s, 2022                8/28/92            1,500          2,184,076       1,729,230 
Jackson County, IL, First Mortgage 
  Rev. (Styrest Nursing Home), 
  9.4s, 2000                               5/08/88               60             43,350           6,960 
Jackson County, IL, First Mortgage 
  Rev. (Styrest Nursing Home), 
  9.5s, 2005                              12/05/86              550            494,375          63,800 
Jackson County, IL, First Mortgage 
  Rev. (Styrest Nursing Home), 
  9.75s, 2010                             12/05/86            1,400          1,289,250         162,400 
Jackson County, IL, First Mortgage 
  Rev. (Styrest Nursing Home), 10s, 
  2016                                    12/05/86              535            521,450          62,060 
Triview, CO, Metropolitan District, 
  13s, 2004                               11/06/87            2,500          2,510,048       1,250,000 
                                                                                           ----------- 
                                                                                           $17,063,882 
                                                                                           =========== 
</TABLE>

                                      13 
<PAGE> 
Independent Auditors' Report 

To the Trustees and Shareholders of MFS Municipal Income Trust: 

We have audited the accompanying statement of assets and liabilities, 
including the portfolio of investments, of MFS Municipal Income Trust as of 
April 30, 1995, the related statement of operations for the six months then 
ended, the statement of changes in net assets for the six months then ended 
and the year ended October 31, 1994, and the financial highlights for the six 
months ended April 30, 1995 and for each of the years in the eight-year 
period ended October 31, 1994. These financial statements and financial 
highlights are the responsibility of the Trust's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of the 
securities owned at April 30, 1995 by correspondence with the custodian and 
brokers. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

In our opinion, such financial statements and financial highlights present 
fairly, in all material respects, the financial position of MFS Municipal 
Income Trust at April 30, 1995, the results of its operations, the changes in 
its net assets, and its financial highlights for the respective stated 
periods in conformity with generally accepted accounting principles. 

DELOITTE & TOUCHE LLP 

Boston, Massachusetts 
June 2, 1995 

                                      14 
<PAGE> 
MFS(R) Municipal 
Income Trust 

Trustees 
A. Keith Brodkin* 
Chairman and President
 
Richard B. Bailey*(2) 
Private Investor; Former Chairman and 
Director (until 1991), Massachusetts 
Financial Services Company 

Peter G. Harwood(1) 
Private Investor 

J. Atwood Ives(1) 
Chairman and Chief Executive Officer, 
Eastern Enterprises 

Lawrence T. Perera(2) 
Partner, Hemenway & Barnes 

William J. Poorvu(1) 
Adjunct Professor, Harvard University 
Graduate School of Business 
Administration 

Charles W. Schmidt(2) 
Private Investor; 
Former Senior Vice President 
and Group Executive (until 1990), 
Raytheon Company 

Arnold D. Scott* 
Senior Executive Vice President 
and Secretary, 
Massachusetts Financial 
Services Company 

Jeffrey L. Shames* 
President, 
Massachusetts Financial 
Services Company 

Elaine R. Smith(2) 
Independent Consultant 

David B. Stone(1)(2) 
Chairman, North American 
Management Corp. 
(Investment Advisers) 

Portfolio Manager 
Cynthia M. Brown* 

Treasurer 
W. Thomas London* 

Assistant Treasurer 
James O. Yost* 

Secretary 
Stephen E. Cavan* 

Assistant Secretary 
James R. Bordewick, Jr.* 

Transfer Agent, 
Registrar and Dividend 
Disbursing Agent 
State Street Bank and 
Trust Company 
c/o MFS Service Center, Inc. 
P.O. Box 9024 
Boston, MA 02205-9824 
1-800-637-2304 

Custodian 
State Street Bank and 
Trust Company 

Auditors 
Deloitte & Touche LLP 

Investment Adviser 
Massachusetts Financial 
Services Company 
500 Boylston Street 
Boston, MA 02116-3741

*Affiliated with the Investment Adviser 
(1)Member of Audit Committee 
(2)Member of Portfolio Trading Committee 
                                                              MFMCE-3 6/95 34M 



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission