MFS MULTIMARKET INCOME TRUST, DEF 14A, 1995-09-01

MFS MULTIMARKET INCOME TRUST
DEF 14A, 1995-09-01

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /

--------------------------------------------------------------------------------

CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

MFS Multimarket Income Trust
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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<PAGE> 2

MFS(R) MULTIMARKET INCOME TRUST

500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116

NOTICE OF THE 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 18, 1995

The 1995 Annual Meeting of Shareholders of MFS Multimarket Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, on
Wednesday, October 18, 1995, at 9:30 a.m. for the following purposes:

ITEM 1. To elect Peter G. Harwood, J. Atwood Ives and Lawrence T. Perera as
Trustees of the Trust.

ITEM 2. To ratify the selection of Ernst & Young LLP as the independent public
accountants to be employed by the Trust for the fiscal year ending
October 31, 1995.

ITEM 3. To transact such other business as may properly come before the Meeting
and any adjournments thereof.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.

Only shareholders of record on August 21, 1995 will be entitled to vote at the
Meeting.

STEPHEN E. CAVAN, Secretary and Clerk

September 1, 1995

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE
ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE> 3

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS Multimarket Income Trust (the
"Trust") to be used at the 1995 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Wednesday, October 18, 1995 at 500 Boylston Street,
Boston, Massachusetts, for the purposes set forth in the accompanying Notice. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked prior to its exercise by a signed writing filed with the proxy
tabulation agent, State Street Bank and Trust Company, P.O. Box 592, Boston,
Massachusetts 02102, or delivered at the Meeting. On August 21, 1995, there were
outstanding 629,454.0813 shares of the Trust. Shareholders of record at the
close of business on August 21, 1995, will be entitled to one vote for each
share held.

The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about September 1, 1995. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 2281, Boston, MA 02107-9906, or by telephone
toll-free at (800) 637-2304.

ITEM 1--ELECTION OF TRUSTEES

Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of Peter G.
Harwood, J. Atwood Ives and Lawrence T. Perera, each as Trustee of the class
whose term will expire at the 1998 annual meeting of shareholders (or special
meeting in lieu thereof). Messrs. Harwood, Ives and Perera are currently
Trustees of the Trust.

The following table presents certain information regarding the Trustees of the
Trust, including their principal occupations, which, unless specific dates are
shown, are of more than five years duration, although the titles may not have
been the same throughout. 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.

RICHARD B. BAILEY*, 67, Trustee; Private Investor;
Massachusetts Financial Services Company, former Chairman
and Director (prior to September 30, 1991); Cambridge
Bancorp, Director; Cambridge Trust Company, Director. 1987 1996 1,868 .2968%

PETER G. HARWOOD, 69, Trustee; Private Investor. 1993 1995 0 0%
</TABLE>

2
<PAGE> 4

<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
AS OF
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AUGUST 21, PERCENT
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING 1995(2) OF CLASS(3)
------------ -------- ----------------- -----------
<S> <C> <C> <C> <C>
J. ATWOOD IVES, 59, Trustee; Eastern Enterprises (diversified
holding company), Chairman and Chief Executive Officer
(since December 1991); General Cinema Corporation, Vice
Chairman and Chief Financial Officer (prior to December
1991), Director (until March 1992); The Neiman Marcus
Group, Inc., Vice Chairman and Chief Financial Officer
(until January 1992); United States Filter Corporation,
Director. 1992 1995 1,000 .1589%

LAWRENCE T. PERERA, 60, Trustee; Hemenway & Barnes
(attorneys), Partner. 1987 1995 1,447 .2299%

WILLIAM J. POORVU, 60, Trustee; Harvard University Graduate
School of Business Administration, Adjunct Professor; CBL &
Associates Properties, Inc. (real estate investment trust),
Director; The Baupost Fund (a registered investment
company), Vice Chairman and Trustee (since November 1993),
Chairman and Trustee (prior to November 1993). 1987 1997 2,720 .4321%

CHARLES W. SCHMIDT, 67, Trustee; Private Investor; Raytheon
Company (diversified electronics manufacturer), Senior Vice
President (prior to December 1990); OHM Corporation,
Director; The Boston Company, Director; Boston Safe Deposit
and Trust Company, Director; Mohawk Paper Company,
Director. 1987 1996 1,316 .2091%

ARNOLD D. SCOTT*, 51, Trustee; Massachusetts Financial Ser-
vices Company, Senior Executive Vice President, Director
and Secretary. 1993 1997 250 .0397%

JEFFREY L. SHAMES*, 39, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0 0%

ELAINE R. SMITH, 49, Trustee; Independent Consultant; Brigham
and Women's Hospital, Executive Vice President and Chief
Operating Officer (from August 1990 to September 1992). 1992 1996 0 0%

DAVID B. STONE, 67, Trustee; North American Management Corp.
(investment adviser), Chairman; Eastern Enterprises,
Director. 1989 1997 6,400 1.0168%

All Trustees and officers as a group 37,758 5.9985%

---------------
<FN>

(1) Directorships or Trusteeships of companies required to report to the Securities and Exchange Commission (the "SEC")
(i.e., "public companies").

(2) Numbers are approximate and include, where applicable, shares owned by a Trustee's or officer's spouse or minor children or
shares which were otherwise reported by the Trustee or officer as "beneficially owned" in light of pertinent SEC rules.

(3) Percentage of shares outstanding on August 21, 1995. All shares are held with sole voting and investment power, except to
the extent that such powers may be shared by a family member or a trustee of a family trust.

</TABLE>
3
<PAGE> 5

All Trustees serve as Trustees of 20 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust. Mr. Bailey and Mr. Brodkin, who serve as Trustees of 56
funds and 72 funds, respectively, within the MFS fund complex, are also
directors of Sun Life Assurance Company of Canada (U.S.) ("Sun Life of Canada
(U.S.)"), the corporate parent of MFS. Messrs. Brodkin, Scott and Shames are
"interested persons" 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.).

The Trust pays each Trustee who is not an officer of MFS a fee of $12,000 per
year plus $500 per meeting and committee meeting attended together with such
Trustee's actual out-of-pocket expenses relating to attendance at meetings. In
addition, each Trustee who is not an "interested person" as defined under the
1940 Act and Mr. Bailey 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 in Appendix A hereto is
certain information concerning the cash compensation paid to non-interested
Trustees and Mr. Bailey and benefits accrued, and estimated benefits payable,
under the retirement plan.

The Board of Trustees of the Trust met seven times during its last fiscal year.
The Board has a standing Audit Committee, currently composed of Messrs. Harwood,
Ives, Poorvu and Stone, which met five times during the Trust's last fiscal year
to review the internal and external accounting and auditing procedures of the
Trust and, among other things, to consider the selection of independent public
accountants for the Trust, to approve all significant services proposed to be
performed by its independent public accountants and to consider the possible
effect of such services on their independence. The Board has created a
Nominating Committee, composed of Ms. Smith and Messrs. Harwood, Ives, Perera,
Poorvu, Schmidt and Stone, to select and to recommend to the entire Board of
Trustees nominees for election as Trustee of the Trust to fill vacancies with
persons who are not "interested persons", as defined in the 1940 Act. The
Nominating Committee did not meet during the Trust's last fiscal year. The
Nominating Committee has not adopted a policy regarding shareholder
recommendations as to nominees.

Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of the Trust and MFS, and persons who own more
than ten percent of the Trust's shares, to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange. The Trust believes
that during the fiscal year ended October 31, 1994 all such persons complied
with all such filing requirements.

REQUIRED VOTE. Approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares 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 Trustees who are not "interested
persons" (as that term is defined in the 1940 Act) of the Trust, of Ernst &
Young 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 and to provide certain other tax-related services (such as tax return
preparation and assistance and consultation with respect to the preparation of
filings with the SEC) in respect of all or any part of the fiscal year ending
October 31, 1995. Ernst & Young has no direct or material indirect interest in
the Trust. Coopers & Lybrand were the Trust's independent certified public
accountants for the Trust's fiscal years ended October 31, 1990, 1991, 1992 and
1993. Beginning with the fiscal year ending October 31, 1994, the Trust has
engaged Ernst & Young as its independent certified public accountants. There
have been no disagreements with Coopers & Lybrand on any matters of accounting
principles or

4
<PAGE> 6

practices, financial statement disclosure, or auditing scope or procedures in
connection with the audits of the Trust by Coopers & Lybrand for the fiscal
years ended October 31, 1990, 1991, 1992 and 1993. The Trust's financial
statements for the fiscal years ended October 31, 1990, 1991, 1992 and 1993
contain no adverse opinion or disclaimer of opinion and are not qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change independent certified public accountants was recommended by the
Trust's Audit Committee and approved by the Trust's Board of Trustees.

Representatives of Ernst & Young LLP and Coopers and Lybrand are expected to be
present at the Meeting and will have an opportunity to make a statement if they
desire to do so. Such representatives are also expected to be available to
respond to appropriate questions.

REQUIRED VOTE. Ratification of this matter will require the affirmative vote of
a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.

INVESTMENT ADVISER

The Trust engages as its investment adviser MFS, a Delaware corporation with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a wholly
owned subsidiary of Sun Life of Canada (U.S.), One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02181, which is in turn a wholly owned subsidiary
of Sun Life Assurance Company of Canada ("Sun Life"), 150 King Street West,
Toronto, Canada M5H1J9.

MANNER OF VOTING PROXIES

All proxies received by the Trust 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. Harwood, Ives and Perera as Trustees of the Trust (if still available
for election) and for 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 will 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 matter comes before the Meeting, it is the Trust's
intention that proxies not limited to the contrary will be voted in accordance
with the judgment of the persons named in the enclosed form of proxy.

SUBMISSION OF CERTAIN PROPOSALS

Proposals of shareholders which are intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 3,
1996.

ADDITIONAL INFORMATION

To obtain the necessary representation at the Meeting, solicitations may be made
by mail, telephone, or interview by Corporate Investor Communications, Inc.
("CIC") or its agents, as well as by officers of the Trust, employees of the
Adviser and securities

5
<PAGE> 7

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 $9,500 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.

September 1, 1995 MFS MULTIMARKET INCOME TRUST

6
<PAGE> 8
<TABLE>
APPENDIX A

TRUSTEE COMPENSATION TABLE

RETIREMENT
BENEFIT ESTIMATED
TRUSTEE OF CREDITED YEARS TOTAL TRUSTEE
FEES ACCRUED AS PART OF SERVICE UNDER FEES FROM TRUST
FROM OF TRUST RETIREMENT AND FUND
TRUSTEE TRUST(1) EXPENSE(1) PLAN(2) COMPLEX(3)
------- -------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Richard B. Bailey $ 18,000 $ 2,513 8 $ 226,221
Peter G. Harwood 19,000 800 5 105,812
J. Atwood Ives 20,000 2,625 17 106,482
Lawrence T. Perera 18,500 7,422 21 96,592
William J. Poorvu 20,000 7,422 21 106,482
Charles W. Schmidt 18,000 7,022 14 98,397
Elaine R. Smith 18,000 2,513 27 98,397
David B. Stone 19,000 4,389 11 104,007

---------------
<FN>
(1) For fiscal year ended October 31, 1994.

(2) Based on normal retirement age of 73.

(3) For calendar year 1994. All Trustees served as Trustees of 20 funds within the MFS fund complex
(having aggregate net assets at December 31, 1994, of approximately $14.7 billion), except Mr.
Bailey, who served as Trustee of 56 funds within the MFS fund complex (having aggregate net assets
at December 31, 1994, of approximately $24.5 billion).
</TABLE>

<TABLE>
ESTIMATED ANNUAL BENEFITS PAYABLE BY FUND UPON RETIREMENT(4)

<CAPTION>
AVERAGE CREDITED YEARS OF SERVICE
TRUSTEE FEES ---------------------------------------------------------------
FROM FUND 3 5 7 10 OR MORE
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
$ 16,000 $ 2,400 $ 4,000 $ 5,600 $ 8,000
17,200 2,580 4,300 6,020 8,600
18,400 2,760 4,600 6,440 9,200
19,600 2,940 4,900 6,860 9,800
20,800 3,120 5,200 7,280 10,400
22,000 3,300 5,500 7,700 11,000

---------------
<FN>

(4) Other funds in the MFS fund complex provide similar retirement benefits to the Trustees.

</TABLE>

7
<PAGE> 9

MFS(R) MULTIMARKET

INCOME TRUST

500 Boylston Street

Boston, Massachusetts 02116

-------------------------------------

PROXY STATEMENT
For the 1995 Annual Meeting
of Shareholders to be held on
October 18, 1995

MFS(R) MULTIMARKET
INCOME TRUST

500 Boylston Street,
Boston, Massachusetts 02116
-------------------------------------
<PAGE> 10

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) MULTIMARKET INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OCTOBER 18, 1995

The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH
BRODKIN, STEPHEN E. CAVAN and W. THOMAS LONDON, and each of them, proxies
with several powers of substitution, to vote for the undersigned at the
1995 Annual Meeting of Shareholders of
P
MFS MULTIMARKET INCOME TRUST, to be held at 500 Boylston Street, Boston,
Massachusetts, on Wednesday, October 18, 1995, 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
R as described in the Notice of Meeting and accompanying Proxy Statement:

1. ELECTION OF TRUSTEES.
O Nominees: Peter G. Harwood, J. Atwood Ives and Lawrence T. Perera.
/ / VOTE FOR all nominees / / VOTE WITHHELD from all nominees.
listed, except as
marked to the contrary
above (if any).
X
(TO WITHHOLD YOUR VOTE FOR ANY NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME ABOVE)

Y 2. RATIFICATION OF SELECTION OF FOR / / AGAINST / / ABSTAIN
ACCOUNTANTS.

(TO BE DATED AND SIGNED ON REVERSE SIDE)

ACCOUNT NUMBER NUMBER OF SHARES PROXY NUMBER

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.

Dated , 1995
---------------------------
(PLEASE DATE THIS PROXY)

---------------------------------------
(SIGNATURE)

PLEASE SIGN THIS PROXY EXACTLY AS YOUR
NAME OR NAMES APPEAR AT LEFT. 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.

PLEASE VOTE AND SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.

PLEASE DO NOT FOLD, STAPLE OR MUTILATE