<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 [Section]240.14a-11(c) or
[Section]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[Registered Trademark] MULTIMARKET INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF THE 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 17, 1996
The 1996 Annual Meeting of Shareholders of MFS Multimarket Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, on
Thursday, October 17, 1996, at 9:30 a.m. for the following purposes:
ITEM 1. To elect A. Keith Brodkin, Richard B. Bailey, Charles W. Schmidt and
Elaine R. Smith 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, 1996; and
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 19, 1996 will be entitled to vote at the
Meeting.
STEPHEN E. CAVAN, Secretary and Clerk
August 30, 1996
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 1996 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Thursday, October 17, 1996 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 19, 1996, there were
outstanding 98,437,942 shares of the Trust. Shareholders of record at the close
of business on August 19, 1996, will be entitled to one vote for each share
held.
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about August 30, 1996. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 2281, Boston, MA 02107-9906, or by telephone
toll-free at (800) 637-2304.
ITEM 1--ELECTION OF TRUSTEES
Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of A. Keith
Brodkin, Richard B. Bailey, Charles W. Schmidt and Elaine R. Smith, each as
Trustee of the class whose term will expire at the 1999 annual meeting of
shareholders (or special meeting in lieu thereof). Messrs. Brodkin, Bailey and
Schmidt and Ms. Smith are currently Trustees of the Trust.
<TABLE>
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.
<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 AUGUST 12, 1996(2) OF CLASS(3)
------------ -------- ------------------ -----------
<S> <C> <C> <C> <C>
A. KEITH BRODKIN*, 61, Chairman, Chief Executive Officer and
Trustee; Massachusetts Financial Services Company,
Chairman, Chief Executive Officer and Chief Investment
Officer. 1987 1996 15,957 0.0162%
RICHARD B. BAILEY*, 69, 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 0.0019%
PETER G. HARWOOD, 70, Trustee; Private Investor. 1993 1998 0 0%
</TABLE>
2
<PAGE> 4
<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 AUGUST 12, 1996(2) OF CLASS(3)
------------ -------- ------------------ -----------
<S> <C> <C> <C> <C>
J. ATWOOD IVES, 60, Trustee; Eastern Enterprises (diversified
holding company), Chairman and Chief Executive Officer;
General Cinema Corporation, Vice Chairman and Chief
Financial Officer, Director (prior to March 1992); The
Neiman Marcus Group, Inc., Vice Chairman and Chief
Financial Officer (prior to January 1992). 1992 1998 1,000 0.0010%
LAWRENCE T. PERERA, 61, Trustee; Hemenway & Barnes
(attorneys), Partner. 1987 1998 1,573.395 0.0016%
WILLIAM J. POORVU, 61, Trustee; Harvard University Graduate
School of Business Administration, Adjunct Professor; CBL &
Associates Properties, Inc. (real estate investment trust),
Trustee; The Baupost Fund (registered investment company),
Vice Chairman and Trustee (since November 1993), Chairman
and Trustee (prior to November 1993). 1987 1997 2,957.9986 0.0030%
CHARLES W. SCHMIDT, 68, Trustee; Private Investor; OHM Corpo-
ration, Director; The Boston Company, Director; Boston Safe
Deposit and Trust Company, Director; Mohawk Paper Company,
Director. 1987 1996 1,431.5886 0.0015%
ARNOLD D. SCOTT*, 53, Trustee; Massachusetts Financial Ser-
vices Company, Senior Executive Vice President, Director
and Secretary. 1993 1997 269.9333 0.0002%
JEFFREY L. SHAMES*, 41, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0 0%
ELAINE R. SMITH, 50, Trustee; Independent Consultant; Brigham
and Women's Hospital, Executive Vice President and Chief
Operating Officer (prior to September 1992). 1992 1996 145 0.0001%
DAVID B. STONE, 68, Trustee; North American Management Corp.
(investment adviser), Chairman; Eastern Enterprises
(diversified holding company), Director. 1989 1997 6,400 0.0065%
All Trustees and officers as a group 41,357.9669 0.0420%
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<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" under
SEC rules.
(3) Percentage of shares outstanding on August 12, 1996. 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 23 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, Scott and Shames, who each
serves as Trustee of 73 funds within the MFS fund complex, and Mr. Brodkin, who
serves as Trustee of 94 funds within the MFS fund complex. Messrs. Bailey and
Brodkin are also directors 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.).
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.). Messrs. Brodkin, Scott and Shames each own shares of common stock of
MFS.
The Trust pays each Trustee who is not an officer of MFS a fee of $9,000 per
year plus $500 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 is certain information concerning the cash compensation
paid to these Trustees and benefits accrued, and estimated benefits payable,
under the retirement plan.
<TABLE>
TRUSTEE COMPENSATION TABLE
<CAPTION>
RETIREMENT ESTIMATED
BENEFIT CREDITED
ACCRUED YEARS OF TOTAL TRUSTEE
TRUSTEE AS PART SERVICE FEES FROM
FEES OF UNDER TRUST
FROM TRUST RETIREMENT AND FUND
TRUSTEE TRUST(1) EXPENSE(1) PLAN(2) COMPLEX(3)
- ------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Richard B. Bailey $17,000 $3,433 8 $263,815
Peter G. Harwood 20,000 1,950 5 111,366
J. Atwood Ives 19,000 3,667 17 101,356
Lawrence T. Perera 18,000 8,250 21 102,546
William J. Poorvu 20,000 8,400 21 111,366
Charles W. Schmidt 18,500 7,725 14 105,411
Elaine R. Smith 18,715 3,433 27 105,411
David B. Stone 20,500 5,450 11 115,521
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<FN>
(1) For fiscal year ended October 31, 1995.
(2) Based on normal retirement age of 73.
(3) For calendar year 1995. All Trustees served as Trustees of 23 funds within
the MFS fund complex (having aggregate net assets at December 31, 1995, of
approximately $17.5 billion), except Mr. Bailey, who served as Trustee of 73
funds within the MFS fund complex (having aggregate net assets at December
31, 1995, of approximately $31.7 billion).
</TABLE>
4
<PAGE> 6
<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>
$15,300 $2,295 $3,825 $5,355 $ 7,650
16,750 2,513 4,188 5,863 8,375
18,200 2,730 4,550 6,370 9,100
19,650 2,948 4,913 6,878 9,825
21,100 3,165 5,275 7,385 10,550
22,550 3,383 5,638 7,893 11,275
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<FN>
(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
</TABLE>
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 Messrs. Harwood,
Ives, Poorvu 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, 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" of the Trust 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, 1995 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 in respect of all or any part of the fiscal year ending October 31, 1996.
Ernst & Young LLP has no direct or material indirect interest in the Trust.
Representatives of Ernst & Young LLP 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.
5
<PAGE> 7
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 subsidiary
of Sun Life of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181, which is in turn a wholly owned subsidiary of Sun Life
Assurance Company of Canada, 150 King Street West, Toronto, Canada M5H1J9.
MANNER OF VOTING PROXIES
All proxies received by the 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. Brodkin, Bailey and Schmidt and Ms. Smith as Trustees of the Trust (if
still available for election) and for ratification of the selection of Ernst &
Young 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 1997 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 2,
1997.
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 $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.
August 30, 1996 MFS MULTIMARKET INCOME TRUST
6
<PAGE> 8
<TABLE>
<S> <C>
MFS[Registered Trademark]
MULTIMARKET
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
-------------------------------
Proxy Statement
For the 1996 Annual Meeting
of Shareholders to be held on
October 17, 1996
MFS[Registered Trademark] MULTIMARKET
INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116 -------------------------------
</TABLE>
<PAGE> 9
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS[REGISTERED TRADEMARK] MULTIMARKET INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 17, 1996.
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 1996 Annual Meeting
of Shareholders of MFS MULTIMARKET INCOME TRUST, to be held at 500 Boylston
Street, Boston, Massachusetts, on Thursday, October 17, 1996, 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.
----------------------------------------------------------------------------
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 appears on the reverse side of this
card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
WITH- FOR ALL
FOR HOLD EXCEPT
1.) ELECTION OF TRUSTEES. / / / / / /
Nominees:
A. Keith Brodkin, Richard B. Bailey, Charles W. Schmidt and Elaine R.
Smith
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
- -----------------------------------------------------------------------------
- --------Shareholder sign here------------Co-owner sign here------------------
RECORD DATE SHARES:
