MFS Trusts Seek Shareholder Approval for Trustee Elections

TL;DR

**Vote YES on the MFS Trustee slate; it's a routine governance move ensuring continuity and experienced oversight for your investment.**

AI Summary

MFS Charter Income Trust (MCR) and eight other MFS trusts are holding their 2025 Annual Meeting of Shareholders on October 2, 2025, to elect Trustees. For MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, and MFS Multimarket Income Trust, common shareholders will elect four Trustees: Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen, for terms expiring in 2028. For MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust, common and preferred shareholders will jointly elect Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen for 2028 terms, while preferred shareholders will separately elect John P. Kavanaugh and Maryanne L. Roepke for one-year terms. Laurie J. Thomsen is expected to retire on December 31, 2025, after 20 years of service. The Board, consisting of 12 Trustees (11 Independent), oversees MFS's investment advisory and administrative services, including risk management. The total cost for solicitation and voting tabulation services from Computershare is anticipated to be $32,084.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the proposed leadership for MFS Charter Income Trust and eight other MFS funds, impacting governance and oversight. The election of Trustees, particularly the Independent Trustees, directly influences the strategic direction, risk management, and overall performance of these funds, which collectively manage substantial assets. The retirement of Laurie J. Thomsen, a long-serving Independent Trustee, signals a board evolution. For customers, the stability and expertise of the Board ensure continued sound management of their investments, while employees at MFS are affected by the leadership's strategic priorities. In a competitive landscape, strong governance is a key differentiator, reassuring the market of the funds' operational integrity.

Risk Assessment

Risk Level: low — The risk level is low as this filing primarily concerns routine trustee elections for MFS Charter Income Trust and eight other MFS funds. There are no contentious proposals or significant changes to the fund's structure or investment strategy indicated. The Board recommends voting in favor of all nominees, and the anticipated cost of $32,084 for solicitation services is a standard operational expense.

Analyst Insight

Investors should review the qualifications of the nominated Trustees, particularly the Independent Trustees, to ensure they are comfortable with the proposed governance. Given the Board's recommendation, a 'FOR' vote is a straightforward action to maintain continuity and experienced oversight. Promptly return your proxy by October 2, 2025, to avoid additional solicitation expenses.

Key Numbers

• October 2, 2025 — Date of Annual Meeting of Shareholders (Meeting will be held at 10:30 a.m. (Eastern Time))
• July 31, 2025 — Record Date for Voting (Shareholders of record on this date are entitled to vote)
• 12 — Total Number of Trustees (Fixed number of Trustees for each Trust)
• 11 — Number of Independent Trustees (Out of 12 Trustees, 11 are Independent Trustees)
• $32,084 — Anticipated Cost for Solicitation and Voting Tabulation Services (Cost for services provided by Computershare)
• 2028 — Term Expiration Year for Most Nominated Trustees (Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen's terms expire at the 2028 Annual Meeting)
• 20 — Years of Service for Laurie J. Thomsen (Ms. Thomsen will reach 20 years of service in 2025 and is expected to retire)
• 41,688,435 — Common Shares Outstanding for MFS Charter Income Trust (As of July 31, 2025)
• 113,798,238 — Common Shares Outstanding for MFS Intermediate Income Trust (Largest number of common shares outstanding among the listed trusts as of July 31, 2025)
• 967 — Preferred Shares Outstanding for MFS Municipal Income Trust (Largest number of preferred shares outstanding among the listed trusts as of July 31, 2025)

Key Players & Entities

• MFS CHARTER INCOME TRUST (company) — Registrant for DEF 14A filing
• Maureen R. Goldfarb (person) — Nominated Trustee for MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust
• Maryanne L. Roepke (person) — Nominated Trustee for MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust
• Paula E. Smith (person) — Nominated Trustee for MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust
• Laurie J. Thomsen (person) — Nominated Trustee for MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust; retiring December 31, 2025
• John P. Kavanaugh (person) — Nominated Trustee for MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust; current Trustee and Chair of Trustees
• Computershare Trust Company, N.A. (company) — Proxy tabulation agent and provider of solicitation and voting tabulation services
• Massachusetts Financial Services Company (company) — Investment adviser and administrator for the Trusts
• Michael W. Roberge (person) — Interested Trustee, Chairman of MFS and Chairman of the MFS Board of Directors
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

The MFS Charter Income Trust operates within the closed-end fund industry, which is part of the broader asset management sector. This sector is characterized by intense competition, evolving regulatory landscapes, and a constant need for effective risk management and investment strategies to attract and retain assets under management. Industry trends include a focus on income generation, particularly in the current interest rate environment, and the increasing importance of robust governance and shareholder engagement.

Regulatory Implications

The filing is subject to SEC regulations, particularly those governing proxy solicitations and the governance of investment companies under the Investment Company Act of 1940. Compliance with these regulations ensures transparency and fair treatment of shareholders. Any deviations or failures in governance or disclosure could lead to regulatory scrutiny and potential penalties.

What Investors Should Do

1. Review the proxy statement carefully.
2. Vote your shares.
3. Note the record date of July 31, 2025.

Key Dates

• 2025-10-02: Annual Meeting of Shareholders — Shareholders will vote on the election of Trustees. The meeting is scheduled for 10:30 a.m. Eastern Time.
• 2025-07-31: Record Date for Voting — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2025-08-22: Mailing of Proxy Materials — The Notice of Meeting and Proxy Statement are mailed to shareholders, initiating the proxy solicitation period.
• 2025-12-31: Expected Retirement of Laurie J. Thomsen — A Trustee with 20 years of service is retiring, impacting the Board composition.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including matters to be voted on by shareholders. (This document is the proxy statement for the MFS Charter Income Trust and other MFS trusts, outlining the agenda for their annual shareholder meetings.)

Trustee

A member of the Board of Trustees responsible for overseeing the affairs and management of a trust. (The election of Trustees is the primary purpose of the upcoming annual meeting.)

Independent Trustee

A Trustee who is not considered an 'interested person' of the trust or its investment adviser, as defined by the Investment Company Act of 1940. (The majority of the Board of Trustees (11 out of 12) are Independent Trustees, indicating a strong emphasis on independent oversight.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of companies that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. (This act defines terms like 'interested person' and governs the structure and oversight of investment companies like the MFS trusts.)

Computershare

A financial services company that provides services such as stock transfer, employee equity plans, and proxy voting tabulation. (Computershare has been engaged to provide solicitation and voting tabulation services for the annual meeting, with an anticipated cost of $32,084.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data against a prior year's filing. The key information pertains to the upcoming shareholder meeting, the election of trustees, and the associated costs for solicitation services. Specific financial metrics like revenue, net income, or margins are not detailed in this particular document, which focuses on corporate governance and meeting procedures.

Key Financial Figures

• $32,084 — that the cost of these services will be $32,084 and may increase substantially in the e

Filing Documents

• def14a.htm (DEF 14A) — 1057KB
• img_00fba2f245e54f2.jpg (GRAPHIC) — 9KB
• img_4822c395179e4f3.jpg (GRAPHIC) — 2KB
• img_634e7e7a18bb4f3.jpg (GRAPHIC) — 3KB
• img_a8f69ed185124f3.jpg (GRAPHIC) — 6KB
• img_6c11d538c8f24f5.jpg (GRAPHIC) — 11KB
• 0001741773-25-002969.txt ( ) — 1106KB

To

ITEM 1. To elect Trustees to the Board of Trustees of each Trust as outlined below: a. for each of MFS Charter Income Trust, MFS Government Markets Income Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, and MFS Multimarket Income Trust: i. four Trustees, Maureen R. Goldfarb, Maryanne L. Roepke, Paula E. Smith, and Laurie J. Thomsen, to be elected by common shareholders of each Trust; and b. for each of MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Investment Grade Municipal Trust, and MFS Municipal Income Trust: i. three Trustees, Maureen R. Goldfarb, Paula E. Smith, and Laurie J. Thomsen, to be elected by common and preferred shareholders of each Trust, voting together as a single class; and ii. two Trustees, John P. Kavanaugh and Maryanne L. Roepke, to be elected by preferred shareholders only, voting as a separate class; and

To

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. This notice and the related proxy materials are being mailed to Shareholders on or about August 22, 2025. THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1. It is anticipated that each Trust will hold its Meeting simultaneously with each other Trust. Shareholders of each Trust will vote separately on each item. Only a Trust's shareholders of record as of the close of business on July 31, 2025, will be entitled to receive notice of and to vote at that Trust's Meeting or any adjournment(s) or postponement(s) thereof. By order of the Board of Trustees, CHRISTOPHER R. BOHANE Assistant Secretary and Assistant Clerk August 22, 2025 YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY 10:00 A.M., EASTERN TIME, ON THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR EACH TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE. MFS CHARTER INCOME TRUST MFS GOVERNMENT MARKETS INCOME TRUST MFS HIGH INCOME MUNICIPAL TRUST MFS HIGH YIELD MUNICIPAL TRUST MFS INTERMEDIATE HIGH INCOME FUND MFS INTERMEDIATE INCOME TRUST MFS INVESTMENT GRADE MUNICIPAL TRUST MFS MULTIMARKET INCOME TRUST MFS MUNICIPAL 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 Charter Income Trust, MFS Government Markets Income Trust, MFS High Income Municipal Trust, MFS High Yield Municipal Trust, MFS Intermediate High Income Fund, MFS Intermediate Income Trust, MFS Investment Grade Municipal Trust, MFS Multimarket Income Trust, and MFS Municipal Income Trust, (e

View Full Filing

View this DEF 14A filing on SEC EDGAR