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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 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 16, 1999
The 1999 Annual Meeting of Shareholders of MFS(R) Multimarket Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, on
Thursday, September 16, 1999, at 9:30 a.m. for the following purposes:
ITEM 1. To elect 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, 1999; 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 July 19, 1999 will be entitled to vote at the
Meeting.
STEPHEN E. CAVAN, Secretary and Clerk
July 29, 1999
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 1999 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Thursday, September 16, 1999 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 July 19, 1999, there were
outstanding 92,477,766.230 shares of the Trust. Shareholders of record at the
close of business on July 19, 1999, 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 29, 1999. 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 Richard B.
Bailey, Charles W. Schmidt and Elaine R. Smith, each as Trustee of the class
whose term will expire at the 2002 annual meeting of shareholders (or special
meeting in lieu thereof). Messrs. Bailey and Schmidt and Ms. Smith are currently
Trustees of the Trust. Under the terms of the Trust's retirement plan, the
Trustees have a mandatory retirement age of 73. Consequently, Mr. Bailey will
retire no later than December 31, 1999 and Mr. Schmidt will retire no later than
December 31, 2001.
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 the
Trustee 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
the Trustee 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 JULY 14, 1999(2) OF CLASS(3)
AND OTHER DIRECTORSHIPS(1) ------------ -------- ---------------- -----------
<S> <C> <C> <C> <C>
JEFFREY L. SHAMES,* (born 6/2/55), Chairman and President;
Massachusetts Financial Services Company, Chairman and
Chief Executive Officer. 1993 2000 0.0 0%
RICHARD B. BAILEY,* (born 9/14/26), 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%
J. ATWOOD IVES, (born 5/1/36), Trustee; Eastern Enterprises
(diversified services company), Chairman, Trustee and
Chief Executive Officer. 1992 2001 0.0 0%
</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 JULY 14, 1999(2) OF CLASS(3)
AND OTHER DIRECTORSHIPS(1) ------------ -------- ---------------- -----------
<S> <C> <C> <C> <C>
LAWRENCE T. PERERA, (born 6/23/35), Trustee; Hemenway &
Barnes (attorneys), Partner. 1987 2001 2,016.2 0.0022%
WILLIAM J. POORVU, (born 4/10/35), 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 3,790.5 0.0041%
CHARLES W. SCHMIDT, (born 3/18/28), Trustee; Private
Investor; Mohawk Paper Company, Director; International
Technology Corporation, Director. 1987 1999 1,834.5 0.0020%
ARNOLD D. SCOTT,* (born 12/16/42), Trustee; Massachusetts
Financial Services Company, Senior Executive Vice
President, Director and Secretary. 1993 2000 345.9 0.0004%
ELAINE R. SMITH, (born 4/25/46), Trustee; Independent
Consultant. 1992 1999 181.8 0.0002%
DAVID B. STONE, (born 9/2/27), Trustee; North American
Management Corp. (investment adviser), Chairman; Eastern
Enterprises (diversified services company), Director. 1989 2000 0.0 0%
All Trustees and officers as a group 21,228.4 0.0230%
</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 14, 1999. 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 31 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 74 funds within the MFS fund complex, and Mr. Shames, who serves as
Trustee of 132 funds within the MFS fund complex. Messrs. Scott and Shames are
"interested persons" (as defined under the 1940 Act) of the Trust because they
are each an officer and director of MFS; Messrs. Scott and Shames each own
shares of common stock of MFS. Mr. Bailey is considered an "interested person"
of the Trust because he is a director of Sun Life Assurance Company of Canada
(U.S.), an affiliate 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
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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 BENEFIT ESTIMATED TOTAL TRUSTEE
TRUSTEE FEES ACCRUED AS PART OF CREDITED YEARS FEES FROM THE
NAME OF TRUSTEE FROM FUND(1) FUND EXPENSE(1) OF SERVICE(2) FUND COMPLEX(3)
- --------------- ------------ ------------------ -------------- ---------------
<S> <C> <C> <C> <C>
Richard B. Bailey $11,500 $5,192 8 $259,430
J. Atwood Ives 13,000 5,367 17 149,491
Lawrence T. Perera 12,000 8,083 21 129,371
William J. Poorvu 13,500 8,333 21 139,006
Charles W. Schmidt 13,000 8,167 14 129,301
Arnold D. Scott 0 0 N/A 0
Jeffrey L. Shames 0 0 N/A 0
Elaine R. Smith 15,500 5,975 27 150,511
David B. Stone 16,000 7,875 11 165,826
</TABLE>
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(1) For fiscal year ended October 31, 1998.
(2) Based on normal retirement age of 73.
(3) For calendar year 1998. All Trustees receiving compensation served as
Trustees of 31 funds within the MFS fund complex (having aggregate net
assets at December 31, 1998, of approximately $43 billion), except Mr.
Bailey, who served as Trustee of 74 funds within the MFS fund complex,
(having aggregate net assets at December 31, 1998, of approximately $68
billion).
ESTIMATED ANNUAL BENEFITS PAYABLE BY TRUST UPON RETIREMENT(4)
<TABLE>
<CAPTION>
AVERAGE TRUSTEE
FEES 3 5 7 10 OR MORE
- --------------- ------ ------ ------ ----------
<S> <C> <C> <C> <C>
$10,350 $1,553 $2,588 $3,623 $5,175
11,800 1,770 2,950 4,130 5,900
13,250 1,988 3,313 4,638 6,625
14,700 2,205 3,675 5,145 7,350
16,150 2,423 4,038 5,653 8,075
17,600 2,640 4,400 6,160 8,800
</TABLE>
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(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
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. Perera, 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. Ives,
Perera, Poorvu, Schmidt and Stone, that is responsible for recommending
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<PAGE> 6
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. The Nominating
Committee would consider recommendations by shareholders if a vacancy were to
exist. The Board currently expects to reduce the size of the Board upon the
trustee retirements disclosed above in order to eliminate the vacancies created
thereby. Shareholders wishing to recommend Trustee candidates for consideration
by the Nominating Committee may do so by writing the Secretary of the Trust.
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.
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, 1999.
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 02481, 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
Ms. Smith and Messrs. Bailey and Schmidt 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 abstentions or 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 will
have any effect on the outcome of the voting on either item.
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<PAGE> 7
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 2000 Annual
Meeting of Shareholders must be received by the Trust on or prior to March 31,
2000.
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, 1998, 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.
July 29, 1999 MFS MULTIMARKET INCOME TRUST
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MFS(R) MULTIMARKET
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
--------------------------------
Proxy Statement
For the 1999 Annual Meeting
of Shareholders to be held on
September 16, 1999
--------------------------------
MFS(R) MULTIMARKET
INCOME TRUST
500 Boylston Street, Boston,
Massachusetts 02116
<PAGE> 9
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
MFS(R) MULTIMARKET INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, SEPTEMBER 16, 1999
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 1999 Annual Meeting
of shareholders of MFS(R) MULTIMARKET INCOME TRUST to be held at 500 Boylston
Street, Boston, Massachusetts, on Thursday, September 16, 1999, 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 REVERSE 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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<PAGE> 10
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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MFS(R) MULTIMARKET INCOME TRUST
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1. ELECTION OF TRUSTEES.
NOMINEES:
FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
RICHARD B. BAILEY
CHARLES W. SCHMIDT [ ] [ ] [ ]
ELAINE R. SMITH
CONTROL NUMBER:
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NAME(S) OF THE NOMINEE(S). YOUR SHARES WILL
BE VOTED FOR THE REMAINING NOMINEE(S).
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:
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