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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 [ ]
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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 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] 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) MULTIMARKET INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF THE 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 15, 1998
The 1998 Annual Meeting of Shareholders of MFS Multimarket Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, on
Thursday, October 15, 1998, 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, 1998; 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 17, 1998 will be entitled to vote at the
Meeting.
STEPHEN E. CAVAN, Secretary and Clerk
August 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 Multimarket 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, October 15, 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 proxy
tabulation agent, State Street Bank and Trust Company, P.O. Box 592, Boston,
Massachusetts 02102, or delivered at the Meeting. On August 17, 1998, there were
outstanding 92,879,507.240 shares of the Trust. Shareholders of record at the
close of business on August 17, 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 August 31, 1998. A copy of the
Trust's most recent annual report and semi-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 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, Mr. Harwood is
expected to retire no later than December 31, 1999. 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.
<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
FIRST BECAME TERM AS OF PERCENT
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION A TRUSTEE EXPIRING AUGUST 12, 1998(2) OF CLASS(3)
AND OTHER DIRECTORSHIPS(1) ------------ -------- ------------------ -----------
<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. 1987 1999 1,868.0 0.0020%
PETER G. HARWOOD, 72, Trustee; Private Investor. 1993 1998 0.0 0.0000%
J. ATWOOD IVES, 62, Trustee; Eastern Enterprises
(diversified services company), Chairman, Trustee and
Chief Executive Officer. 1992 1998 1,000.0 0.0010%
LAWRENCE T. PERERA, 63, Trustee; Hemenway & Barnes
(attorneys), Partner. 1987 1998 1,859.7 0.0020%
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
FIRST BECAME TERM AS OF PERCENT
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION A TRUSTEE EXPIRING AUGUST 12, 1998(2) OF CLASS(3)
AND OTHER DIRECTORSHIPS(1) ------------ -------- ------------------ -----------
<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). 1987 2000 3,496.2 0.0037%
CHARLES W. SCHMIDT, 70, Trustee; Private Investor; Mohawk
Paper Company, Director; International Technology
Corporation. 1987 1999 1,692.1 0.0018%
ARNOLD D. SCOTT*, 55, Trustee; Massachusetts Financial Ser-
vices Company, Senior Executive Vice President, Director
and Secretary. 1993 2000 319.0 0.0003%
JEFFREY L. SHAMES*, 43, Trustee; Massachusetts Financial
Services Company, President, Chairman of the Board and
Chief Executive Officer. 1993 2000 0.0 0.0000%
ELAINE R. SMITH, 52, Trustee; Independent Consultant;
Brigham and Women's Hospital, Executive Vice President and
Chief Operating Officer (prior to September 1992). 1992 1999 167.7 0.0001%
DAVID B. STONE, 70, Trustee; North American Management Corp.
(investment adviser), Chairman; Eastern Enterprises
(diversified services company), Trustee. 1989 2000 3,400.0 0.0036%
All Trustees and officers as a group 25,984.9 0.0279%
</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 August 12, 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 is in turn an indirect wholly owned subsidiary of Sun Life Assurance
Company of Canada ("Sun Life"). Messrs. 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. Scott and Shames each own shares
of common stock of MFS.
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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.
TRUSTEE COMPENSATION TABLE
<TABLE>
<CAPTION>
RETIREMENT ESTIMATED
BENEFIT CREDITED YEARS TOTAL TRUSTEE
ACCRUED AS PART OF SERVICE UNDER FEES FROM TRUST
TRUSTEE FEES OF TRUST RETIREMENT AND FUND
TRUSTEE FROM TRUST(1) EXPENSE(1) PLAN(2) COMPLEX(3)
------- ------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Richard B. Bailey $11,500 $4,850 8 $283,647
Peter G. Harwood 13,000 3,633 5 121,105
J. Atwood Ives 11,500 5,250 17 108,720
Lawrence T. Perera 13,500 8,333 21 127,055
William J. Poorvu 13,000 9,083 21 121,105
Charles W. Schmidt 13,000 8,583 14 121,105
Arnold D. Scott -0- -0- N/A -0-
Jeffrey L. Shames -0- -0- N/A -0-
Elaine R. Smith 15,000 5,172 27 132,035
David B. Stone 13,500 7,400 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 TRUST UPON RETIREMENT(4)
<TABLE>
<CAPTION>
AVERAGE CREDITED YEARS OF SERVICE
TRUSTEE FEES -------------------------------------------
FROM TRUST 3 5 7 10 OR MORE
- ------------ -------- -------- -------- ----------
<S> <C> <C> <C> <C>
$10,350 $1,553 $2,588 $3,623 $5,175
11,580 1,737 2,895 4,053 5,790
12,810 1,922 3,203 4,484 6,405
14,040 2,106 3,510 4,914 7,020
15,270 2,291 3,818 5,345 7,635
16,500 2,475 4,125 5,775 8,250
</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 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, 1998.
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.
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 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 Ernst & Young LLP as
independent public accountants.
All proxies voted, including proxies that reflect (i) broker non-votes (broker
non-votes are shares for which (a) the underlying owner has not voted and (b)
the broker holding the shares does not have discretionary authority to vote on
the particular matter), (ii) abstentions or (iii) the withholding of authority
to vote for a nominee for election as Trustee, will be counted toward
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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.
Neither withholding authority to vote nor abstentions nor broker non-votes will
have any effect on the outcome of the voting on any 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 1999 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 3,
1999.
SECTION 16(a)--BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires trustees,
directors and certain 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 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 $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 31, 1998 MFS MULTIMARKET INCOME TRUST
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MFS(R) MULTIMARKET
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
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Proxy Statement
For the 1998 Annual Meeting
of Shareholders to be held on
October 15, 1998
MFS(R) MULTIMARKET
INCOME TRUST
500 Boylston Street, Boston,
Massachusetts 02116
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<PAGE> 9
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) MULTIMARKET INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 15, 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 MULTIMARKET INCOME TRUST, to be held at 500 Boylston
Street, Boston, Massachusetts, on Thursday, October 15, 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.
<TABLE>
<CAPTION>
<S> <C>
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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 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.
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</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except For Against Abstain
1.) ELECTION OF TRUSTEES. [ ] [ ] [ ] 2.) RATIFICATION OF SELECTION OF [ ] [ ] [ ]
ACCOUNTANTS.
Nominees:
PETER G. HARWOOD, J. ATWOOD IVES AND LAWRENCE T. PERERA
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.
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Please be sure to sign and date this Proxy Date
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RECORD DATE SHARES:
--- Shareholder sign here ----------- Co-owner sign here ---------
</TABLE>
