[Backcover]
MFS(R) CHARTER
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
[Frontcover]
MFS(R) CHARTER
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
Proxy Statement
For the 1996 Annual Meeting
of Shareholders to be held on
October 24, 1996
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MFS(R) CHARTER INCOME TRUST
Dear Shareholder:
The enclosed proxy statement for MFS Charter Income Trust (the "Trust")
contains information regarding:
ITEM 1. election of Trustees;
ITEM 2. a shareholder proposal recommending that each Trustee be required to
become a shareholder of the Trust; and
ITEM 3. ratification of the Trust's selection of accountants.
As outlined in the proxy statement, your Board of Trustees unanimously
recommends that shareholders vote
[bullet] for the election of the Trustees (Item 1),
[bullet] against the shareholder proposal (Item 2), and
[bullet] for ratification of the selection of the Trust's accountants
(Item 3).
The Trustees' recommendations are now subject to review by you and your
fellow shareholders at the Annual Meeting of Shareholders of the Trust in
Boston on October 24, 1996 at 9:30 a.m. Even if you cannot attend the Annual
Meeting, it is very important that you complete, sign, and return the
enclosed proxy card. Your prompt response will help save your Trust the
expense of additional solicitation.
Should you have any questions, we invite you to call the MFS Service Center
toll free, 1-800-637-2304, between 8 a.m. and 8 p.m.
Respectfully,
/s/ A. Keith Brodkin
A. Keith Brodkin
Chairman of the Board of Trustees
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MFS(R) CHARTER INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 1996 Annual Meeting of Shareholders
To be held on October 24, 1996
The 1996 Annual Meeting of Shareholders of MFS Charter Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m. on Thursday, October 24, 1996, for the following purposes:
ITEM 1. To elect Richard B. Bailey, Marshall N. Cohan and J. Dale Sherratt as
Trustees of the Trust;
ITEM 2. To act on a shareholder proposal recommending that the Trust's
Declaration of Trust be amended to require that each Trustee, within
30 days of election, become a shareholder of the Trust;
ITEM 3. To ratify the selection of Ernst & Young LLP as the independent
public accountants to be employed by the Trust for the fiscal year
ending November 30, 1996; and
ITEM 4. To transact such other business as may come before the Meeting and
any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE AGAINST ITEM 2 AND
IN FAVOR OF ITEMS 1 AND 3.
Only shareholders of record on August 26, 1996 will be entitled to vote at
the Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 6, 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 PROVIDED FOR YOUR CONVENIENCE.
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MFS(R) CHARTER INCOME TRUST
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) Charter Income
Trust (the "Trust") to be used at the Annual Meeting of Shareholders (the
"Meeting") to be held at 9:30 a.m. on Thursday, October 24, 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 26, 1996, there were outstanding 71,220,125 shares of the Trust.
Shareholders of record at the close of business on August 26, 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 September 6,
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 9024, Boston,
MA 02205-9824, 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, Marshall N. Cohan and J. Dale Sheratt, as Trustees of the class whose
term will expire at the 1999 annual meeting of shareholders (or special
meeting in lieu thereof). These individuals 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 or she 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 has been affiliated with the investment adviser for
more than five years.
Shares of
Trust Owned
First Beneficially
Name, Age, Position with Became as of Percent
Trust, Principal Occupation a Term August 21, of
and Other Directorships(1) Trustee Expiring 1996(2) Class(3)
----------------------------- ------ ------- ------------ --------
A. KEITH BRODKIN*, 61,
Chairman, President and
Trustee; Massachusetts
Financial Services Company,
Chairman, Chief Executive
Officer and Chief Investment
Officer. 1989 1997 2,240.0 0.0031%
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RICHARD B. BAILEY*, 69,
Trustee; Private Investor;
Massachusetts Financial
Services Company, former
Chairman and Director (prior
to September 1991);
Cambridge Bancorp, Director;
Cambridge Trust Company,
Director. 1993 1996 0.0 0.0000%
MARSHALL N. COHAN, 69,
Trustee; Private Investor. 1993 1996 0.0 0.0000%
LAWRENCE H. COHN, M.D., 59,
Trustee; Brigham and Women's
Hospital, Chief of Cardiac
Surgery; Harvard Medical
School, Professor of
Surgery. 1989 1997 959.0 0.0013%
THE HON. SIR J. DAVID
GIBBONS, KBE, 69, Trustee;
Edmund Gibbons Limited,
Chief Executive Officer; The
Bank of N.T. Butterfield &
Son Ltd., Chairman. 1993 1998 0.0 0.0000%
ABBY M. O'NEILL, 68, Trustee;
Private Investor;
Rockefeller Financial
Services, Inc. (investment
advisers), Director. 1993 1997 0.0 0.0000%
WALTER E. ROBB, III, 70,
Trustee; Benchmark Advisors,
Inc. (corporate financial
consultants), President and
Treasurer; Benchmark
Consulting Group, Inc.
(office services),
President; Landmark Funds
(mutual funds), Trustee. 1993 1998 397.0 0.0005%
Arnold D. Scott*, 53,
Trustee; Massachusetts
Financial Services Company,
Senior Executive Vice
President, Director and
Secretary. 1993 1998 270.0 0.0003%
Jeffrey L. Shames*, 41,
Trustee; Massachusetts
Financial Services Company,
President and Director. 1993 1997 0.0 0.0000%
J. DALE SHERRATT, 57,
Trustee; Insight Resources,
Inc. (acquisition planning
specialists), President. 1989 1996 3,804.0 0.0053%
WARD SMITH, 65, Trustee;
NACCO Industries (holding
company), Chairman (prior to
June 1994); Sunstrand
Corporation (diversified
mechanical manufacturer),
Director. 1993 1997 0.0 0.0000%
All Trustees and officers as
a group 2,247.0 0.0031%
(1) Directorships or trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (i.e., "public
companies").
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(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 21, 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.
All Trustees serve as Trustees of 36 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 serve as Trustees of 73 funds within the MFS complex and Mr.
Brodkin, who serves as Trustee of 82 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
owns 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 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
Trustee Retirement Estimated Total Trustee
Fees Benefit Credited Fees
from Accrued as part Years of from Trust
Trust of Trust Service and Fund
Trustee (1) Expense (1) (2) Complex (3)
- --------------------- ------ --------------- --------- -------------
Richard B. Bailey $14,500 $1,567 8 $263,815
Marshall N. Cohan 15,500 1,767 8 148,624
Dr. Lawrence Cohn 14,500 4,467 22 135,874
Sir J. David Gibbons 14,500 1,567 8 135,874
Abby M. O'Neill 14,000 1,517 9 129,499
Walter E. Robb, III 15,500 1,767 8 148,624
J. Dale Sherratt 15,500 4,667 24 148,624
Ward Smith 15,500 1,767 12 148,624
(1) For fiscal year ended November 30, 1995.
(2) Based on normal retirement age of 75.
(3) For calendar year 1995. All Trustees served as Trustees of 36 funds
within the MFS fund complex (having aggregate net assets at December 31,
1995 of approximately $12.5 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).
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Estimated Annual Benefits Payable
By The Trust Upon Retirement (4)
Average Years of Service
Trustee Fees 3 5 7 10 or more
------------- ----- ----- ----- -----------
$12,600 $1,890 $3,150 $4,410 $6,300
13,490 2,024 3,373 4,722 6,745
14,380 2,157 3,595 5,033 7,190
15,270 2,291 3,818 5,345 7,635
16,160 2,424 4,040 5,656 8,080
17,050 2,558 4,263 5,968 8,525
(4) Other funds in the MFS fund complex provide similar retirement benefits
to the Trustees.
The Board of Trustees of the Trust met 6 times during its last fiscal
year. The Board has a standing Audit Committee, composed of Messrs. Cohan,
Robb, Sherratt and Smith 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 Audit Committee met 4 times during the Trust's last fiscal
year. In addition, the Board has created a standing Nominating Committee,
composed of Ms. O'Neill and Messrs. Cohan, Cohn, Gibbons, Robb, Sherratt and
Smith, who are not "interested persons" (as that term is defined in the 1940
Act) of the Trust or the Adviser, to meet as necessary and recommend to the
Board nominees for election as Trustees of the Trust. 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. 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 November 30, 1995, 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.
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.
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ITEM 2--SHAREHOLDER PROPOSAL RECOMMENDING THAT THE TRUST'S DECLARATION OF
TRUST BE AMENDED TO REQUIRE THAT EACH TRUSTEE, WITHIN THIRTY DAYS OF
ELECTION, BECOME A SHAREHOLDER OF THE TRUST
SHAREHOLDER PROPOSAL
The Trust has been informed by Mr. Edwin S. Mullett, 1420 Fern Court, Vero
Beach, Florida 32963-4009, a shareholder of record who owned 5,000 shares of
the Trust on March 31, 1996, that he intends to submit the following proposal
at the Meeting:
"RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within thirty days of election, become a shareholder of the
Trust."
In support of his proposal, Mr. Mullett states that:
"It seems obvious that the Trustees could best represent the shareholders
if they were shareholders themselves. Yet, according to the last proxy
[dated September 8, 1995], a majority of our Trustees didn't own a single
share of our Trust. I urge you to support this shareholder proposal and
encourage the Trustees to join us as shareholders."
The Board of Trustees unanimously recommends that you vote against the
resolution contained in the shareholder proposal requiring Trustee ownership
of Trust shares for the reasons set forth below.
RECOMMENDATION OF TRUSTEES
The statement in support of the resolution suggests that the Trustees could
best represent shareholder interests if they were shareholders themselves.
The Trustees disagree with this proposition in principle and do not believe
that the practical effect of ownership of Trust shares by the Trustees would
result in better representation or understanding of shareholder interests.
The Trustees are unaware that there is any established basis for the
proposition that share ownership by trustees makes a trustee a more effective
representative of shareholders. The Trustees are responsible for overseeing
the Trust's operations and for acting in the best interests of shareholders.
In furtherance of these responsibilities, the Trustees meet regularly with
the Trust's officers, independent public accountants and legal counsel and
with officers of the Adviser, and review the Trust's portfolio holdings and
strategy, operations and share value, market price and trading activity.
Whether or not the Trustees own the Trust's shares has no impact on their
responsibilities to the Trust and its shareholders or on the degree of
diligence with which the Trustees exercise their duties. The Trustees believe
that the proper focus of shareholder concern should be on the background and
experience of an individual trustee, and his or her level of diligence and
skill in seeking to protect and promote shareholder interests and do not
believe that ownership of Trust shares in and of itself should or would
result in an enhanced degree of oversight or better representation or
understanding of shareholder interests.
While the resolution contained in the shareholder proposal would only require
that the Trustees own shares of the Trust, the principle advanced by Mr.
Mullett which underlies this proposal would suggest that the Trustees should
also own shares of each fund they oversee. As noted above under "Item
1--Election of Trustees," the Trustees are also trustees of 36 different
closed-end and open-end funds sponsored by the Adviser (except for Messrs.
Bailey, Scott and Shames who oversee 73 funds and Mr. Brodkin who oversees 82
funds). Each
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of these funds has its own investment objective and policies; for example,
some funds seek capital growth by investing primarily in equity securities,
some funds seek income by investing primarily in fixed-income securities,
some funds seek a combination of capital growth and income by investing in
both equity and fixed income securities, some funds seek high current income
by investing primarily in below investment grade bonds (i.e., junk bonds),
some funds seek income exempt from federal income taxes or income exempt from
both federal and state income taxes, and some funds seek current income while
preserving capital by investing in money market instruments.
Just like any other individual investor, a Trustee's decision to purchase
shares in any fund is based on a number of personal considerations, including
the individual's investment goals, risk tolerance, investment time horizon,
existing investments, tax situation and the manner in which the fund will fit
within the individual's overall investment portfolio. Any one of the funds
currently supervised by the Trustees of the Trust, including the Trust, may
or may not be an appropriate investment for any particular Trustee based upon
these personal considerations. Indeed, a number of funds which the Trustees
oversee seek income exempt from both federal income taxes and the taxes of
particular states, and only shareholders who reside in these states benefit
from the unique tax advantages these funds are designed to produce. As a
matter of principle, the Trustees do not believe that the Trust's governing
instruments should dictate how they approach making a personal investment
decision, especially given that a particular fund may not be an appropriate
investment vehicle for them.
The Trust's shareholders have an interest in attracting and retaining highly
qualified individuals to serve as Trustees of the Trust. The imposition of a
requirement that Trustees own the Trust's shares, or shares of any other fund
they supervise, may discourage qualified individuals from serving in this
capacity given the likelihood that some of these investments would not be
appropriate in light of the individual's particular investment goals and
personal situation. To the extent that this requirement would deter highly
qualified individuals from serving as Trustees of the Trust, the resolution
contained in the shareholder proposal requiring such share ownership may have
the unintended effect of attracting less highly qualified candidates, which
is clearly contrary to the interests of the Trust and its shareholders.
In addition, the imposition of this requirement, if applied to the Trust and
the other funds the Trustees oversee, would be impracticable and undesirable
because it could make it more difficult, for the reasons discussed above, to
maintain the same board of trustees for all of these funds given their large
number. The Trustees believe that there are distinct advantages to the funds
and their shareholders in having a single board oversee multiple funds within
a fund complex. First, serving as a Trustee of a number of funds tends to
increase each Trustee's knowledge and expertise regarding matters which
affect all the funds he or she oversees. Second, having a common board
enhances the ability of each fund to obtain, at modest cost to each separate
fund, the services of high caliber trustees. Third, having a common board
avoids the duplication of effort that would arise from having different
groups of individuals serving as trustees of each of the funds and avoids the
cost and confusion that may arise from different conclusions being reached by
different boards on the same operational and management issues.
Accordingly, for the reasons discussed herein, the Board of Trustees
unanimously recommends that shareholders vote AGAINST the resolution
contained in the shareholder proposal.
Required Vote. Approval of the shareholder proposal will require the
affirmative vote of a majority of the Trust's outstanding shares cast at the
Meeting on this proposal in person or by proxy.
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Timing and Subsequent Voting Requirements. In the event this shareholder
proposal is approved in the manner described above and the Board of Trustees
determines to proceed with amending the Trust's Declaration of Trust to
require that each Trustee become a shareholder of the Trust, it will be
necessary to call another meeting of shareholders at which shareholders will
be asked to vote whether or not to approve such amendments to the Declaration
of Trust. Approval of that proposal would require the affirmative vote of a
majority of the Trust's shares entitled to vote on the matter (which means
the lesser of (i) more than 50% of the outstanding shares of the Trust, or
(ii) 67% or more of the outstanding shares present at a meeting at which
shareholders of more than 50% of its outstanding shares are represented in
person or by proxy.) It is currently anticipated that such meeting, if held,
would be held no earlier than the beginning of the second quarter of 1997.
ITEM 3--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 November 30, 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.
INVESTMENT ADVISER
The Trust engages as its investment adviser MFS, a Delaware corporation, with
offices at 500 Boylston Street, Boston, MA 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 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, Cohan and Sherratt as Trustees of the Trust (if
still available for election), FOR the ratification of the selection of Ernst
& Young LLP as independent public accountants and AGAINST the shareholder
proposal.
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. A majority of the Trust's
outstanding shares entitled to be cast on a particular matter, present in
person or represented by proxy, constitutes a quorum as to such
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matter. 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 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 properly 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 9, 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
September 6, 1996 MFS CHARTER INCOME TRUST
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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 [ ]
-----------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S. 240.14a-11(c) or S. 240.14a-12
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MFS CHARTER 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), 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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P
R
O
X
Y
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) CHARTER INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 24, 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 CHARTER INCOME TRUST, to be held at 500
Boylston Street, Boston, Massachusetts, on Thursday, October 24, 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. PROPOSALS 1 AND 3 (SET FORTH ON THE
REVERSE SIDE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES.
IF NO DIRECTION IS GIVEN ON ITEMS 1 AND 3, THIS PROXY CARD WILL BE VOTED
'FOR' THE NOMINEES AND 'FOR' ITEM 3. PROPOSAL 2 (SET FORTH ON THE REVERSE
SIDE OF THIS PROXY CARD) HAS BEEN PROPOSED BY A SHAREHOLDER OF THE TRUST. IF
NO DIRECTION IS GIVEN ON ITEM 2, THIS PROXY CARD WILL BE VOTED 'AGAINST' THIS
ITEM. 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.
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:
Richard B. Bailey,
Marshall N. Cohan
and J. Dale Sherratt
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.) SHAREHOLDER PROPOSAL
RECOMMENDING THAT THE
TRUST'S DECLARATION OF
TRUST BE AMENDED TO
REQUIRE THAT EACH
TRUSTEE, WITHIN THIRTY
DAYS OF ELECTION,
BECOME A SHAREHOLDER OF
THE TRUST. [ ] [ ] [ ]
3.) RATIFICATION OF
SELECTION OF
ACCOUNTANTS. [ ] [ ] [ ]
- --------------------------------------------
REGISTRATION
- --------------------------------------------
Please be sure to sign and date this Proxy. Date ___________________
_______________ Shareholder sign here ____________Co-owner sign here
The Trustees recommend a vote FOR Items 1 and 3 and AGAINST Item 2.
Mark box at right if comments or address change have been noted on the
reverse side of this card. [ ]
RECORD DATE SHARES:
