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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 [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
MFS 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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MFS(R) MUNICIPAL INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF THE 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 17, 1998
The 1998 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 Thursday, September 17, 1998, for the following purposes:
ITEM 1. To elect Richard B. Bailey, Peter G. Harwood and Charles W. Schmidt as
Trustees of the Trust.
ITEM 2. To ratify the selection of Deloitte & Touche LLP as the independent
public accountants to be employed by the Trust for the fiscal year
ending October 31, 1998.
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 20, 1998 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
July 31, 1998
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.
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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 1998 Annual
Meeting of Shareholders (the "Meeting") to be held at 9:30 a.m. on Thursday,
September 17, 1998, 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 20, 1998, there were outstanding 38,935,410.4872 shares of the Trust.
Shareholders of record at the close of business on July 20, 1998 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 July 31, 1998. 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 Richard B.
Bailey, Peter G. Harwood and Charles W. Schmidt, each as Trustee of the class
whose term will expire at the 2001 Annual Meeting of Shareholders (or special
meeting in lieu thereof). Under the terms of the Trust's retirement plan, the
Trustees have a mandatory retirement age of 73. Consequently, Messrs. Bailey and
Harwood are expected to retire no later than December 31, 1999. Messrs. Bailey,
Harwood and Schmidt are presently Trustees of the Trust.
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.
<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 13, 1998(2) OF CLASS(3)
<S> <C> <C> <C> <C>
RICHARD B. BAILEY,* 71, Trustee; Private Investor;
Massachusetts Financial Services Company, Former Chairman
and
Director (prior to September 30, 1991); Cambridge
Bancorp, Director; Cambridge Trust Company, Director. 1986 1998 500.000 0.0013%
PETER G. HARWOOD, 72, Trustee; Private Investor. 1993 1998 0 --
J. ATWOOD IVES, 62, Trustee; Eastern Enterprises
(diversified services company), Chairman and Chief
Executive Officer. 1992 2000 1,000.000 0.0026
LAWRENCE T. PERERA, 63, Trustee; Hemenway & Barnes
(attorneys), Partner. 1986 2000 250.000 0.0006
</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 13, 1998(2) OF CLASS(3)
<S> <C> <C> <C> <C>
WILLIAM J. POORVU, 63, Trustee; Harvard University Graduate
School of Business Administration, Adjunct Professor; CBL
& Associates Properties, Inc. (a real estate investment
trust), Trustee; The Baupost Fund (a registered
investment company), Vice Chairman and Trustee (since
November 1993), Chairman and Trustee (prior to November
1993). 1986 1999 2,425.4771 0.0062%
CHARLES W. SCHMIDT, 70, Trustee; Private Investor; Interna-
tional Technology Corporation, Director; Mohawk Paper
Company, Director. 1986 1998 362.9175 0.0009
ARNOLD D. SCOTT*, 55, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 2000 306.2474 0.0008
JEFFREY L. SHAMES*, 43, Trustee; Massachusetts Financial
Services Company, Chairman, Chief Executive Officer,
President and Director. 1993 2000 0 --
ELAINE R. SMITH, 52, Trustee; Independent Consultant. 1992 1999 0 --
DAVID B. STONE, 70, Trustee; North American Management
Corp. (investment adviser), Chairman; Eastern Enterprises
(diversified services company), Director. 1989 1999 300.000 0.0008
All Trustees and officers as a group 5,833.5385 0.0150
</TABLE>
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(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" under
SEC rules.
(3) Percentage of shares outstanding on July 13, 1998. 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.
All Trustees serve as Trustees of 27 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust, except for Messrs. Bailey and Scott, who each serve as
Trustee of 69 funds within the MFS fund complex and Mr. Shames, who serves as
Trustee of 89 funds within the MFS fund complex. Mr. Bailey is also a director
of Sun Life Assurance Company of Canada (U.S.) ("Sun Life of Canada (U.S.)").
MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings,
Inc., which in turn is an indirect wholly owned subsidiary of Sun Life Assurance
Company of Canada. Messrs. Scott and Shames are "interested persons" (as defined
under the 1940 Act) of the Trust because each person is an officer and director
of MFS; Mr. Bailey is considered an "interested person" of the Trust because he
is a director of Sun Life of Canada (U.S.). Messrs. Scott and Shames each own
shares of common stock of MFS.
The Trust pays each Trustee who is not an officer of the Adviser a fee of $7,000
per year plus $400 per meeting and per 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 officer of the Adviser will be entitled
to receive certain benefits pursuant to the Trust's retirement plan. Under 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 below
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is certain information concerning the cash compensation paid to these Trustees
and benefits accrued, and estimated benefits payable, under the retirement plan.
TRUSTEE COMPENSATION TABLE
<TABLE>
<CAPTION>
RETIREMENT
BENEFIT
TRUSTEE FEES ACCRUED AS PART ESTIMATED TOTAL TRUSTEE
FROM OF TRUST CREDITED YEARS FEES FROM TRUST
TRUSTEE TRUST(1) EXPENSE(1) OF SERVICE(2) AND FUND COMPLEX(3)
------- ------------ --------------- -------------- -------------------
<S> <C> <C> <C> <C>
Richard B. Bailey $11,000 $3,620 8 $283,647
Peter G. Harwood 11,800 2,747 5 121,105
J. Atwood Ives 11,000 3,920 17 108,720
Lawrence T. Perera 12,600 6,167 21 127,055
William J. Poorvu 11,800 6,800 21 121,105
Charles W. Schmidt 11,800 6,433 14 121,105
Arnold D. Scott 0 0 N/A 0
Jeffrey L. Shames 0 0 N/A 0
Elaine R. Smith 13,000 3,860 27 132,035
David B. Stone 12,600 5,547 11 127,055
</TABLE>
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(1) For fiscal year ended October 31, 1997.
(2) Based on normal retirement age of 73.
(3) For calendar year 1997. All Trustees receiving compensation served as
Trustees of 27 funds within the MFS fund complex (having aggregate net
assets at December 31, 1997, of approximately $29 billion), except Mr.
Bailey, who served as Trustee of 69 funds within the MFS fund complex
(having aggregate net assets at December 31, 1997, of approximately $48
billion).
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT(4)
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE -------------------------------------
TRUSTEE FEES 3 5 7 10 OR MORE
- ------------ ------ ------ ------ ----------
<S> <C> <C> <C> <C>
$ 9,900 $1,485 $2,475 $3,465 $4,950
10,780 1,617 2,695 3,773 5,390
11,660 1,749 2,915 4,081 5,830
12,540 1,881 3,135 4,389 6,270
13,420 2,013 3,355 4,697 6,710
14,300 2,145 3,575 5,005 7,150
</TABLE>
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(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
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The Board of Trustees of the Trust met six times during its last fiscal year.
The Board has a standing Audit Committee, currently composed of Ms. Smith and
Messrs. Harwood, Poorvu, Schmidt and Stone, which met four 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, that is
responsible for recommending qualified candidates to the Board in the event that
a position is vacated or created. The Nominating Committee consists only of
Trustees who are not "interested persons" of the Trust as defined in the 1940
Act. Members of the Nominating Committee confer periodically and hold meetings
as required. 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.
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 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,
1998. 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 AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings,
Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts 02181, which
is in turn an indirect 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. 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
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.
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SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 2,
1999.
SECTION 16(A)--BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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. Such persons
are required by SEC regulation to furnish the Trust with copies of all Section
16(a) forms they file.
Based solely on review of the copies of such Forms 3, 4 and 5 and amendments
thereto furnished to the Trust with respect to its most recent fiscal year, or
written representations that no Forms 5 were required, the Trust believes that,
during the year ended October 31, 1997, all Section 16(a) filing requirements
applicable to trustees, directors and certain officers of the Trust and the
Adviser and greater than ten percent beneficial owners were complied with.
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 $3,000 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.
July 31, 1998 MFS MUNICIPAL INCOME TRUST
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MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
-----------------------------
Proxy Statement
For the 1998 Annual Meeting
of Shareholders to be held on
September 17, 1998
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street, Boston,
Massachusetts 02116 -----------------------------
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PROXY
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 17, 1998
The undersigned hereby appoints JAMES R. BORDEWICK, JR., STEPHEN E. CAVAN,
W. THOMAS LONDON and JEFFREY L. SHAMES, and each of them, proxies with several
powers of substitution, to vote for the undersigned at the 1998 Annual Meeting
of shareholders of MFS(R) MUNICIPAL INCOME TRUST to be held at 500 Boylston
Street, Boston, Massachusetts, on Thursday, September 17, 1998, notice of
which meeting and the Proxy Statement accompanying the same have been received
by the undersigned, or at any adjournment thereof, upon the following matters
as described in the 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.
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- ------------PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY------------
IN ENCLOSED ENVELOPE.
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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.
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<TABLE>
<S> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. ELECTION OF TRUSTEES.
NOMINEES: With- For all
For hold Except
RICHARD B. BAILEY [ ] [ ] [ ]
PETER G. HARWOOD
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
nominee's name. Your shares will be voted for the remaining
nominees.
For Against Abstain
2. RATIFICATION OF SELECTION OF ACCOUNTANTS. [ ] [ ] [ ]
---------------
Please be sure to sign and date this Proxy. Date
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- ------ Shareholder sign here -------- Co-owner sign here ----- RECORD DATE SHARES:
</TABLE>
