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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[ ] 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 Charter Income Trust
                      MFS Government Markets Income Trust
                         MFS Intermediate Income Trust
                          MFS Multimarket Income Trust
                           MFS Municipal Income Trust
                            MFS Special Value Trust
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                (Name of Registrant as Specified in its Charter)

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                           MFS(R) CHARTER INCOME TRUST
                     MFS(R) GOVERNMENT MARKETS INCOME TRUST
                        MFS(R) INTERMEDIATE INCOME TRUST
                         MFS(R) MULTIMARKET INCOME TRUST
                          MFS(R) MUNICIPAL INCOME TRUST
                          MFS(R) SPECIAL VALUE TRUST 

                500 Boylston Street, Boston, Massachusetts 02116

              Notice of the 2005 Annual Meeting of Shareholders
                          To be held on March 23, 2005

The 2005 Annual Meeting of Shareholders of each of the above referenced trusts
(each, a "Trust" and collectively, the "Trusts") will be held at 500 Boylston
Street, Boston, Massachusetts 02116, at 9:30 a.m. on Wednesday, March 23, 2005,
for the following purposes:

ITEM 1.  To elect Lawrence H. Cohn, M.D., David H. Gunning, William R.
         Gutow, Michael Hegarty, J. Atwood Ives, Amy B. Lane, Robert J.
         Manning, Lawrence T. Perera, Robert C. Pozen, J. Dale Sherratt and
         Laurie J. Thomsen as Trustees of each Trust; and

ITEM 2.  To transact such other business as may properly come before the
         Meeting and any adjournments thereof.

Each Trust will hold a separate meeting. Shareholders of each Trust will vote
separately on each item.

     THE TRUSTEES OF YOUR TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.

Only a Trust's shareholders of record on January 18, 2005 will be entitled to
vote at that Trust's Meeting of Shareholders.

                                    By order of the Board of Trustees
                                    JAMES R. BORDEWICK, JR.
                                    Assistant Secretary and Assistant Clerk
February 3, 2005

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A
SECOND SOLICITATION FOR YOUR TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.


                           MFS(R) CHARTER INCOME TRUST
                     MFS(R) GOVERNMENT MARKETS INCOME TRUST
                        MFS(R) INTERMEDIATE INCOME TRUST
                         MFS(R) MULTIMARKET INCOME TRUST
                          MFS(R) MUNICIPAL INCOME TRUST
                           MFS(R) SPECIAL VALUE 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 Intermediate Income Trust, MFS Multimarket
Income Trust, MFS Municipal Income Trust and MFS Special Value Trust (each, a
"Trust" and collectively, the "Trusts") to be used at the Meeting of
Shareholders of each Trust (each, a "Meeting") to be held at 9:30 a.m. on March
23, 2005 at 500 Boylston Street, Boston, Massachusetts 02116, 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, Management Information Services
Corporation ("MIS"), 60 Research Road, Hingham, Massachusetts 02043, or
delivered at a Meeting. On January 18, 2005, the following number of shares were
outstanding for each Trust:

                                           # OF COMMON          # OF PREFERRED
                                              SHARES                SHARES
         TRUST                              OUTSTANDING           OUTSTANDING
------------------------------------------------------------------------------
MFS Charter Income Trust                   57,324,278.92                N/A
MFS Government Markets Income Trust        53,421,093.76                N/A
MFS Intermediate Income Trust             122,338,685.72                N/A
MFS Multimarket Income Trust               81,713,436.47                N/A
MFS Municipal Income Trust                 39,794,451.35               5,600
MFS Special Value Trust                     6,730,532.20                N/A

Shareholders of record at the close of business on January 18, 2005 will be
entitled to one vote for each share held, and each fractional share will be
entitled to a proportionate fractional vote. Each Trust will vote separately on
each item; votes of multiple Trusts will not be aggregated.

The mailing address of each 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 February 3, 2005. In addition to
soliciting proxies by mail, the Trustees of your Trust and employees of
Massachusetts Financial Services Company ("MFS"), the Trust's investment adviser
and administrator, may solicit proxies in person or by telephone. The expenses
of the preparation of proxy statements and related materials, including printing
and delivery costs, are borne by each Trust.

A copy of each Trust's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Service Center, Inc., each Trust's
transfer and shareholder servicing agent, 500 Boylston Street, Boston,
Massachusetts 02116, or by telephoning toll-free (877) 383-7949.

ITEM 1 -- ELECTION OF TRUSTEES
The Board of Trustees, which oversees each Trust, provides broad supervision
over the affairs of each Trust. MFS is responsible for the investment management
of each Trust's assets and for providing a variety of other administrative
services to each Trust. The officers of each Trust are responsible for its
operations.

Effective March 22, 2005, the Board has fixed the number of Trustees of each
Trust at eleven. The Nomination and Compensation Committee of the Board of
Trustees makes recommendations concerning the nominees for Trustees and consists
solely of Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of your Trust or of
MFS. Those Trustees who are not "interested persons" of your Trust or of MFS are
referred to as "Independent Trustees" throughout this Proxy Statement. The
Nomination and Compensation Committee has recommended that the Board nominate
for election by shareholders the nominees described in the following pages, and
the Board of Trustees has nominated such individuals. The Board of Trustees
recommends that you vote in favor of their election.

Under the provisions of each 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 electing
David H. Gunning, Robert C. Pozen and J. Dale Sherratt as Trustees of the class
whose term will expire at the 2006 Annual Meeting of Shareholders (or special
meeting in lieu thereof) of each Trust; Lawrence H. Cohn, M.D., Robert J.
Manning, Lawrence T. Perera and Laurie J. Thomsen as Trustees of the class whose
term will expire at the 2007 Annual Meeting of Shareholders (or special meeting
in lieu thereof) of each Trust; and William R. Gutow, Michael Hegarty, J. Atwood
Ives and Amy B. Lane as Trustees of the class whose term will expire at the 2008
Annual Meeting of Shareholders (or special meeting in lieu thereof) of each
Trust.

Dr. Cohn, Messrs. Gunning, Gutow, Hegarty, Ives, Perera and Sherratt and Ms.
Lane are currently the Trustees of each Trust. Messrs. Manning and Pozen and Ms.
Thomsen currently are not Trustees of any Trust, although Messrs. Manning and
Pozen previously served as Trustees of the Trust. Effective December 16, 2004,
Messrs. Manning and Pozen and Ms. Thomsen were appointed by the Board as
Advisory Trustees and nominated by the Board to be elected as Trustees by
shareholders. As Advisory Trustees, they attend meetings (or portions thereof)
of the Board or Committees of the Board at the invitation of the Trustees and
provide such advice and consultation as the Trustees may reasonably request.
Effective December 16, 2004, Mr. Hegarty was appointed as a Trustee by the Board
and is currently a member of the class whose term will expire at the 2008 Annual
Meeting of Shareholders (or special meeting in lieu thereof) of each Trust.

Independent Trustees recommended Mr. Hegarty and Ms. Thomsen for the position of
Trustee, and MFS recommended Messrs. Manning and Pozen for the position of
Trustee.

Each nominee has agreed to serve as a Trustee of each Trust if elected. If,
before the Meeting, any nominee refuses or is unable to serve, or if any of the
nominees is unavailable at the time of the Meeting, and such refusal or
inability to serve or unavailability is not anticipated, the Trustees may vote
for other nominees at their discretion, or the Trustees may fix the number of
Trustees at fewer than eleven for a Trust. Under the terms of each Trust's
retirement policy, the Trustees have a mandatory retirement age of 73 years. The
eleven nominees for election as Trustees at the shareholder meeting of the Trust
who receive the greatest number of votes from shareholders will be elected as
Trustees of the Trust.

In the case of MFS Municipal Income Trust, only holders of the Trust's preferred
shares are entitled to vote for certain of the Trustees (currently, Mr. Ives and
Ms. Elaine R. Smith). Because Ms. Smith is not standing for reelection, the
Board has designated Mr. Perera to replace Ms. Smith as one of the Trustees
elected solely by holders of the Trust's preferred shares. Messrs. Ives and
Perera are both standing for election this year. Holders of this Trust's common
and preferred shares, voting together as a single class, are entitled to vote
for all of the remaining nominees. The nine nominees for election as Trustees by
holders of the common and preferred shares, voting together as a single class,
at the Meeting of this Trust who receive the greatest number of votes from the
common and preferred shareholders will be elected as Trustees of the Trust. In
addition, the two nominees for election as Trustees by the preferred
shareholders, voting as a class, at the Meeting of this Trust who receive the
greatest number of votes from the preferred shareholders will be elected as
Trustees of the Trust.

The following table presents certain information regarding the nominees and
current Trustees of each Trust who are standing for reelection, 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.



                                                                                         PRINCIPAL OCCUPATIONS
                                  POSITION(s) HELD       LENGTH OF         TERM       DURING THE PAST FIVE YEARS &
NAME, DATE OF BIRTH                  WITH TRUST         SERVICE(1)       EXPIRING        OTHER DIRECTORSHIPS(2)
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INTERESTED TRUSTEE NOMINEES
Robert J. Manning*                Advisory Trustee   Since December       2007(3)    Massachusetts Financial
(born 10/20/63)                   and President      2004 (Advisory                  Services Company, Chief
                                                     Trustee); Since                 Executive Officer, President,
                                                     February 2004                   Chief Investment Officer and
                                                     (President);                    Director
                                                     February-December
                                                     2004 (Trustee)
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Robert C. Pozen*                  Advisory Trustee   Since December       2006(3)    Massachusetts Financial
(born 08/08/46)                                      2004 (Advisory                  Services Company, Chairman
                                                     Trustee);                       (since February 2004); Harvard
                                                     February-December               Law School (education), John
                                                     2004 (Trustee)                  Olin Visiting Professor (since
                                                                                     July 2002); Secretary of
                                                                                     Economic Affairs, The
                                                                                     Commonwealth of Massachusetts
                                                                                     (January 2002 to December
                                                                                     2002); Fidelity Investments,
                                                                                     Vice Chairman (June 2000 to
                                                                                     December 2001); Fidelity
                                                                                     Management & Research Company
                                                                                     (investment adviser),
                                                                                     President (March 1997 to July
                                                                                     2001); The Bank of New York
                                                                                     (financial services), Director;
                                                                                     Bell Canada Enterprises
                                                                                     (telecommunications), Director;
                                                                                     Medtronic, Inc. (medical
                                                                                     technology), Director; Telesat
                                                                                     (satellite communications),
                                                                                     Director
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INDEPENDENT TRUSTEE NOMINEES
Lawrence H. Cohn, M.D.            Trustee            Since August 1993     2007      Brigham and Women's Hospital,
(born 03/11/37)                                                                      Chief of Cardiac Surgery;
                                                                                     Harvard Medical School,
                                                                                     Professor of Surgery
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David H. Gunning                  Trustee            Since January         2006      Cleveland-Cliffs Inc. (mining
(born 05/30/42)                                      2004                            products and service
                                                                                     provider), Vice Chairman/
                                                                                     Director (since April 2001);
                                                                                     Encinitos Ventures (private
                                                                                     investment company), Principal
                                                                                     (1997 to April 2001); Lincoln
                                                                                     Electric Holdings, Inc.
                                                                                     (welding equipment
                                                                                     manufacturer), Director
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William R. Gutow                  Trustee            Since December        2008      Private investor and real
(born 09/27/41)                                      1993                            estate consultant; Capitol
                                                                                     Entertainment Management
                                                                                     Company (video franchise),
                                                                                     Vice Chairman
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Michael Hegarty                   Trustee            Since December        2008      Retired; AXA Financial
(born 12/21/44)                                      2004                            (financial services and
                                                                                     insurance), Vice Chairman and
                                                                                     Chief Operating Officer (until
                                                                                     May 2001); The Equitable Life
                                                                                     Assurance Society (insurance),
                                                                                     President and Chief Operating
                                                                                     Officer (until May 2001)
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J. Atwood Ives                    Trustee and Chair  Since February        2008      Private investor; Eastern
(born 05/01/36)                   of the Trustees    1992                            Enterprises (diversified
                                                                                     services company), Chairman,
                                                                                     Trustee and Chief Executive
                                                                                     Officer (until November 2000)
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Amy B. Lane                       Trustee            Since January         2008      Retired; Merrill Lynch & Co.,
(born 02/08/53)                                      2004                            Inc., Managing Director,
                                                                                     Investment Banking Group (1997
                                                                                     to February 2001); Borders
                                                                                     Group, Inc. (book and music
                                                                                     retailer), Director; Federal
                                                                                     Realty Investment Trust (real
                                                                                     estate investment trust),
                                                                                     Trustee
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Lawrence T. Perera                Trustee            Since July 1981       2007      Hemenway & Barnes (attorneys),
(born 06/23/35)                                                                      Partner
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J. Dale Sherratt                  Trustee            Since August 1993     2006      Insight Resources, Inc.
(born 09/23/38)                                                                      (acquisition planning
                                                                                     specialists), President;
                                                                                     Wellfleet Investments (investor
                                                                                     in health care companies),
                                                                                     Managing General Partner;
                                                                                     Cambridge Nutraceuticals
                                                                                     (professional nutritional
                                                                                     products), Chief Executive
                                                                                     Officer (until May 2001)
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Laurie J. Thomsen                 Advisory Trustee   Since December       2007(3)    Private investor; Prism
(born 08/05/57)                                      2004                            Venture Partners (venture
                                                                                     capital), Co-founder and
                                                                                     General Partner (until June
                                                                                     2004); St. Paul Travelers
                                                                                     Companies (commercial property
                                                                                     liability insurance), Director

----------
(1) Each current Trustee has served continuously since appointment. Messrs. Manning and Pozen, who are not currently
    Trustees of any Trust, served as Trustees from February to December 2004 and voluntarily resigned effective
    December 15, 2004, so that the composition of the Board would comply with the 1940 Act requirement that a
    certain minimum percentage of Trustees be elected by Trust shareholders following the appointment by the
    Trustees of Mr. Hegarty as an Independent Trustee on December 16, 2004.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission ("SEC")
    (i.e., "public companies").
(3) If elected by shareholders.
  * "Interested person" of the Trust within the meaning of the 1940 Act, as a result of position with MFS. The
    address of MFS is 500 Boylston Street, Boston, Massachusetts 02116.


Each current Trustee listed above serves as a board member of 97 funds within
the MFS Family of Funds. The address of each Trustee and of each Advisory
Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.

Information about each Trust, including information about its investment adviser
and administrator, independent registered public accounting firm, executive
officers, and the interests of certain persons appears under "Trust Information"
beginning on page 18.

REQUIRED VOTE. For MFS Charter Income Trust, MFS Government Markets Income
Trust, MFS Intermediate Income Trust, MFS Multimarket Income Trust and MFS
Special Value Trust, approval of this matter as to any nominee will require the
affirmative vote of a plurality of a Trust's outstanding shares voting at the
Meeting in person or by proxy.

For MFS Municipal Income Trust, approval of this proposal as to any nominee
other than Messrs. Ives and Perera will require the affirmative vote of a
plurality of the Trust's outstanding preferred and common shares, voting
together as a single class, at the Meeting in person or by proxy. Approval of
this proposal as to Messrs. Ives and Perera will require the affirmative vote of
a plurality of the Trust's outstanding preferred shares at the Meeting in person
or by proxy.

THE TRUSTEES OF THE TRUSTS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
TRUSTS VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF EACH TRUST.

COMMITTEES
Each Trust's Board of Trustees meets regularly throughout the year to discuss
matters and take certain actions relating to the Trust. Each Trust's Board has
several standing committees, which are described below.



                            NUMBER OF
                            MEETINGS
                             IN LAST                                                 CURRENT
NAME OF COMMITTEE        FISCAL YEAR(1)              FUNCTIONS                      MEMBERS(2)
-------------------------------------------------------------------------------------------------------
                                                                        
AUDIT COMMITTEE                 6       Oversees the accounting and auditing     Ives*, Lane* and
                                        procedures of the Trust and, among       Sherratt*       
                                        other things, considers the                              
                                        selection of the Independent             
                                        Registered Public Accounting Firm
                                        for the Trust and the scope of the
                                        audit, and considers the effect on
                                        the independence of those
                                        accountants of any non-audit
                                        services such accountants provide
                                        to the Trust and any audit or non-
                                        audit services such accountants
                                        provide to other MFS Funds, MFS
                                        and/or certain affiliates. The
                                        Committee is also responsible for
                                        the periodic review and approval of
                                        the Trust's custodial, transfer
                                        agency and administrative service
                                        fee arrangements, as well as for
                                        establishing procedures for the
                                        receipt, retention and treatment of
                                        complaints received by the Trust
                                        regarding accounting, internal
                                        accounting controls, or auditing
                                        matters and the confidential,
                                        anonymous submission of concerns
                                        regarding questionable Trust
                                        accounting matters by officers of
                                        the Trust and employees of the
                                        Trust's investment adviser,
                                        administrator, principal
                                        underwriter or any other provider
                                        of accounting-related services to
                                        the Trust.

COMPLIANCE AND GOVERNANCE      12       Oversees the development and             Cohn*, Gunning*, Gutow*,   
COMMITTEE                               implementation of the Trust's            Hegarty*, Ives* (ex-       
                                        regulatory and fiduciary compliance      officio member) and        
                                        policies, procedures and practices       Sherratt*                  
                                        under the 1940 Act and other             
                                        applicable laws as well as
                                        oversight of compliance policies of
                                        the Trust's investment adviser and
                                        certain other service providers as
                                        they relate to Trust activities.
                                        The Trust's Independent Chief
                                        Compliance Officer reports directly
                                        to the Committee and assists the
                                        Committee in carrying out its
                                        responsibilities. In addition, the
                                        Committee advises and makes
                                        recommendations to the Board on
                                        matters concerning Trustee
                                        practices and recommendations
                                        concerning the functions and duties
                                        of the committees of the Board.

CONTRACTS REVIEW                2       Requests, reviews and considers the      All Independent Trustees    
COMMITTEE                               information deemed reasonably            of the Board (Cohn,         
                                        necessary to evaluate the terms of       Gunning, Gutow, Hegarty,    
                                        the investment advisory and              Ives, Lane, Perera,         
                                        principal underwriting agreements        Sherratt and Smith)         
                                        and the Plan of Distribution under       
                                        Rule 12b-1 that the Trust proposes
                                        to renew or continue, and to make
                                        its recommendations to the full
                                        Board of Trustees on these matters.

NOMINATION AND                  2       Recommends qualified candidates to       All Independent Trustees   
COMPENSATION COMMITTEE                  the Board in the event that a            of the Board (Cohn,        
                                        position is vacated or created. The      Gunning, Gutow, Hegarty,   
                                        Committee will consider                  Ives, Lane, Perera,        
                                        recommendations by shareholders          Sherratt and Smith)        
                                        when a vacancy exists. Shareholders      
                                        wishing to recommend candidates for
                                        Trustee for consideration by the
                                        Committee may do so in writing to
                                        the Trust's Secretary at the
                                        principal executive office of the
                                        Trust. Such recommendations must be
                                        accompanied by biographical and
                                        occupational data on the candidate
                                        (including whether the candidate
                                        would be an "interested person" of
                                        the Trust), a written consent of
                                        the candidate to be named as a
                                        nominee and to serve as Trustee if
                                        elected, record and ownership
                                        information for the recommending
                                        shareholder with respect to the
                                        Trust, and a description of any
                                        arrangements or understandings
                                        regarding recommendation of the
                                        candidate for consideration. The
                                        Committee is also responsible for
                                        making recommendations to the Board
                                        regarding any necessary standards
                                        or qualifications for service on
                                        the Board. The Committee also
                                        reviews and makes recommendations
                                        to the Board regarding compensation
                                        for the Independent Trustees.

PORTFOLIO TRADING AND           6       Oversees  the policies, procedures,      Cohn*, Gunning*, Gutow*,   
MARKETING REVIEW                        and practices of the Trust with          Hegarty*, Ives* (ex-       
COMMITTEE                               respect to brokerage transactions        officio member), Perera*   
                                        involving portfolio securities as        and Smith*                 
                                        those policies, procedures and           
                                        practices are carried out by MFS
                                        and its affiliates. The Committee
                                        also oversees the administration of
                                        the Trust's proxy voting policies
                                        and procedures by MFS. In addition,
                                        the Committee receives reports from
                                        MFS regarding the policies,
                                        procedures and practices of MFS and
                                        its affiliates in connection with
                                        their marketing and distribution of
                                        shares of the Trust.

PRICING COMMITTEE               6       Oversees the determination of the        Ives* (ex-officio         
                                        value of the portfolio securities        member), Lane*, Perera*   
                                        and other assets held by the Trust       and Smith*                
                                        and determines or causes to be           
                                        determined the fair value of
                                        securities and assets for which
                                        market quotations are not "readily
                                        available" in accordance with the
                                        1940 Act. The Committee delegates
                                        primary responsibility for carrying
                                        out these functions to MFS and MFS'
                                        internal valuation committee
                                        pursuant to pricing policies and
                                        procedures approved by the
                                        Committee and adopted by the full
                                        Board, which include methodologies
                                        to be followed by MFS to determine
                                        the fair values of portfolio
                                        securities and other assets held by
                                        the Trust for which market
                                        quotations are not readily
                                        available. The Committee meets
                                        periodically with the members of
                                        MFS' internal valuation committee
                                        to review and assess the quality of
                                        fair valuation and other pricing
                                        determinations made pursuant to the
                                        Trust's pricing policies and
                                        procedures, and to review and
                                        assess the policies and procedures
                                        themselves. The Committee also
                                        exercises the responsibilities of
                                        the Board under the Amortized Cost
                                        Valuation Procedures approved by
                                        the Board on behalf of each Fund
                                        which holds itself out as a "money
                                        market fund" in accordance with
                                        Rule 2a-7 under the 1940 Act.

------------
(1) The number of committee meetings for fiscal years ending October 31, 2004 and November 30, 2004 is
    the same.
(2) Information about each committee member (other than Ms. Smith, who is not standing for reelection)
    is set forth above on pages 3, 4, 5 and 6. 
  * Independent Trustees. 


The Trustees generally hold at least nine regular meetings each calendar year.
These regular meetings take place over a two-day period. The performance and
operations of each of the Trusts is reviewed by the Trustees at each meeting and
more in-depth reviews of particular Trusts are conducted by the Trustees
throughout the year. MFS Charter Income Trust and MFS Government Markets Income
Trust each held 12 Board meetings during the fiscal year ended November 30,
2004. MFS Intermediate Income Trust, MFS Multimarket Income Trust, MFS Municipal
Income Trust and MFS Special Value Trust each held 14 Board meetings during the
fiscal year ended October 31, 2004. Each Trustee attended at least 75% of the
Board and applicable committee meetings noted for each Trust.

AUDIT COMMITTEE
Each Trust's Audit Committee consists only of Independent Trustees and Trustees
who are independent of the Trust as defined by New York Stock Exchange Listing
Standards. Each Trust's Audit Committee's report on the Trust's most recent
audited financials is included below. Each Trust's Board has adopted a written
charter for the Audit Committee that is attached as Exhibit 1 to this proxy
statement as required by applicable rules. The charter was approved by the
Committee on April 27, 2004 and amended by the Committee as of October 26, 2004.

NOMINATION AND COMPENSATION COMMITTEE
The Trustees have adopted a written charter for the Nomination and Compensation
Committee. Although the Trusts currently do not maintain a website on which the
charter is available, the charter was attached as an exhibit to the proxy
statement, as required by applicable rules, for the 2004 Annual Meeting of
Shareholders of each Trust.

Each Trust's Nomination and Compensation Committee consists only of Independent
Trustees and Trustees who are independent of the Trust as defined by New York
Stock Exchange Listing Standards.

The Nomination and Compensation Committee requires that Trustee candidates have
a college degree or equivalent business experience, but has not otherwise
established specific, minimum qualifications that must be met by an individual
to be considered by the Committee for nomination as a Trustee. The Nomination
and Compensation Committee may take into account a wide variety of factors in
considering Trustee candidates, including, but not limited to: (i) availability
and commitment of a candidate to attend meetings and perform his or her
responsibilities to the Board; (ii) relevant industry and related experience;
(iii) educational background; (iv) financial expertise; (v) an assessment of the
candidate's ability, judgment and expertise; (vi) overall diversity of the
composition of the Board and (vii) such other factors as the Committee deems
appropriate. The Nomination and Compensation Committee may consider candidates
for Trustee recommended by each Trust's current Trustees, officers or
shareholders or by MFS or any other source deemed appropriate by the Nomination
and Compensation Committee. The Nomination and Compensation Committee may, but
is not required to, retain a third-party search firm at the applicable Trust's
expense to identify potential candidates.

The Nomination and Compensation Committee will review and consider nominees
recommended by shareholders to serve as Trustee, provided that the recommending
shareholder follows the Procedures for Shareholders to Submit Nominee
Candidates, which are set forth as Appendix B to the Trusts' Nomination and
Compensation Committee Charter (which was attached as an exhibit to the proxy
statement for the 2004 Annual Meeting of Shareholders of each Trust). Among
other requirements, these procedures provide that the recommending shareholder
must submit any recommendation in writing to the Trust, to the attention of the
Trust's Secretary, at the address of the principal executive offices of the
Trust. Any recommendation must include certain biographical information and
other information regarding the candidate and the recommending shareholder, and
must include a written and signed consent of the candidate to be named as a
nominee and to serve as a Trustee if elected. The foregoing description is only
a summary.

The Nomination and Compensation Committee has full discretion to reject nominees
recommended by shareholders, and there is no assurance that any such person
properly recommended and considered by the Committee will be nominated for
election to the Board of a Trust.

SHARE OWNERSHIP
As of January 18, 2005, the Trustees and officers of each Trust as a whole owned
less than 1% of the outstanding shares of any class of any Trust.

The following table shows the dollar range of equity securities beneficially
owned by each nominee (a) of each Trust and (b) on an aggregate basis, in all
MFS funds overseen, or to be overseen, by the nominee, as of January 18, 2005.

  The following dollar ranges apply:
    N. None 
    A. $1 - $10,000 
    B. $10,001 - $50,000 
    C. $50,001 - $100,000 
    D. Over $100,000



                                                                                             AGGREGATE DOLLAR
                                                                                                 RANGE OF
                                                                               AGGREGATE       SECURITIES IN
                                                                              DOLLAR RANGE     ALL MFS FUNDS
                                                                               OF EQUITY        OVERSEEN OR
                                                                             SECURITIES IN   TO BE OVERSEEN BY
NAME OF TRUSTEE                           INDIVIDUAL TRUST NAME                THE TRUST        THE NOMINEE
------------------------------------------------------------------------------------------------------------------
                                                                                     
INTERESTED TRUSTEE NOMINEES

Robert J. Manning             MFS Charter Income Trust                             N                 D
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        N
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

Robert C. Pozen               MFS Charter Income Trust                             N                 D
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        N
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

INDEPENDENT TRUSTEE NOMINEES

Lawrence H. Cohn, M.D.        MFS Charter Income Trust                             C                 D
                              MFS Government Markets Income Trust                  B
                              MFS Intermediate Income Trust                        B
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              D

David H. Gunning              MFS Charter Income Trust                             A                 D
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        A
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

William R. Gutow              MFS Charter Income Trust                             A                 D
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        A
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

Michael Hegarty               MFS Charter Income Trust                             N                 N
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        N
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

J. Atwood Ives                MFS Charter Income Trust                             A                 D
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        A
                              MFS Multimarket Income Trust                         C
                              MFS Municipal Income Trust (Common Shares)           A
                              MFS Municipal Income Trust (Preferred Shares)        D
                              MFS Special Value Trust                              N

Amy B. Lane                   MFS Charter Income Trust                             A                 A
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        A
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

Lawrence T. Perera            MFS Charter Income Trust                             A                 D
                              MFS Government Markets Income Trust                  A
                              MFS Intermediate Income Trust                        A
                              MFS Multimarket Income Trust                         C
                              MFS Municipal Income Trust (Common Shares)           A
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N

J. Dale Sherratt              MFS Charter Income Trust                             C                 D
                              MFS Government Markets Income Trust                  B
                              MFS Intermediate Income Trust                        B
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              D

Laurie J. Thomsen             MFS Charter Income Trust                             N                 N
                              MFS Government Markets Income Trust                  N
                              MFS Intermediate Income Trust                        N
                              MFS Multimarket Income Trust                         N
                              MFS Municipal Income Trust (Common Shares)           N
                              MFS Municipal Income Trust (Preferred Shares)        N
                              MFS Special Value Trust                              N


SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
The Board of Trustees of each Trust has adopted procedures by which shareholders
may send communications to the Board. Shareholders may mail written
communications to the Board to the attention of the Board of Trustees, [Name of
Trust], c/o Massachusetts Financial Services Company, 500 Boylston Street,
Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent Chief
Compliance Officer. Shareholder communications must (i) be in writing and be
signed by the shareholder, (ii) identify the MFS Trust to which they relate and
(iii) identify the class and number of shares held by the shareholder. The
Fund's Independent Chief Compliance Officer ("ICCO") is responsible for
reviewing all properly submitted shareholder communications. The ICCO shall
either (i) provide a copy of each properly submitted shareholder communication
to the Board at its next regularly scheduled meeting or (ii) if the ICCO
determines that the communication requires more immediate attention, forward the
communication to the Chair of the Trustees promptly after receipt. The ICCO may,
in good faith, determine that a shareholder communication should not be provided
to the Board because it is ministerial in nature (such as a request for Trust
literature, share data or financial information). The ICCO may in such cases
forward the communication to the appropriate party or parties at MFS. These
procedures do not apply to (i) any communication from an officer or Trustee of
the Trust, (ii) any communication from an employee or agent of the Trust, unless
such communication is made solely in such employee's or agent's capacity as a
shareholder or (iii) any shareholder proposal submitted pursuant to Rule l4a-8
under the Securities Exchange Act of 1934, as amended, or any communication made
in connection with such a proposal. Each Trust's Trustees are not required to
attend the Trust's shareholder meetings or to otherwise make themselves
available to shareholders for communications, other than pursuant to the
aforementioned procedures. No Board members attended the 2004 Annual Meeting of
Shareholders.

Each Trust's Declaration of Trust currently provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, unless it is finally adjudicated or, in case of a
settlement, it has been determined by Trustees not involved in the matter or
independent legal counsel, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust or
that they engaged in willful misfeasance or acted with bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
offices.

TRUSTEE COMPENSATION TABLE
The table below shows the cash compensation paid to the Trustees by each Trust
for the fiscal year ended on the date noted (see footnote 2). Interested
Trustees receive no compensation from a Trust for their services as Trustees.
The table includes information for Mr. Ward Smith, who passed away on August 15,
2004, Mr. William Poorvu, who retired as a Trustee of each Trust at the end of
calendar year 2004, and Ms. Smith, who is not standing for reelection.



                                                                                       TOTAL CASH
                                                                                      COMPENSATION
                                                                    TRUSTEE FEES     FROM TRUST AND
NAME OF TRUSTEE(1)           INDIVIDUAL TRUST NAME                 FROM TRUST(2)    FUND COMPLEX(3)
-----------------------------------------------------------------------------------------------------
                                                                           
Lawrence H. Cohn, M.D.       MFS Charter Income Trust                 $7,031.77       $196,098.20
                             MFS Government Markets Income Trust      $6,023.18
                             MFS Intermediate Income Trust           $10,719.04
                             MFS Multimarket Income Trust             $6,254.24
                             MFS Municipal Income Trust               $3,572.87
                             MFS Special Value Trust                    $892.68

David H. Gunning(4)          MFS Charter Income Trust                 $6,253.99       $196,098.20
                             MFS Government Markets Income Trust      $5,356.51
                             MFS Intermediate Income Trust            $9,385.71
                             MFS Multimarket Income Trust             $5,476.46
                             MFS Municipal Income Trust               $3,128.42
                             MFS Special Value Trust                    $781.57

William R. Gutow             MFS Charter Income Trust                 $7,031.77       $196,098.20
                             MFS Government Markets Income Trust      $6,023.18
                             MFS Intermediate Income Trust           $10,719.04
                             MFS Multimarket Income Trust             $6,254.24
                             MFS Municipal Income Trust               $3,572.87
                             MFS Special Value Trust                    $892.68

Michael Hegarty(5)           MFS Charter Income Trust                   N/A            $20,977.44
                             MFS Government Markets Income Trust        N/A
                             MFS Intermediate Income Trust              N/A
                             MFS Multimarket Income Trust               N/A
                             MFS Municipal Income Trust                 N/A
                             MFS Special Value Trust                    N/A

J. Atwood Ives               MFS Charter Income Trust                 $7,431.38       $266,098.20
                             MFS Government Markets Income Trust      $6,315.49
                             MFS Intermediate Income Trust           $11,292.39
                             MFS Multimarket Income Trust             $6,603.55
                             MFS Municipal Income Trust               $3,761.64
                             MFS Special Value Trust                    $934.10

Amy B. Lane(4)               MFS Charter Income Trust                 $6,260.34       $197,098.20
                             MFS Government Markets Income Trust      $5,361.14
                             MFS Intermediate Income Trust            $9,396.19
                             MFS Multimarket Income Trust             $5,482.86
                             MFS Municipal Income Trust               $3,131.87
                             MFS Special Value Trust                    $782.33

Lawrence T. Perera           MFS Charter Income Trust                 $7,071.79       $201,098.20
                             MFS Government Markets Income Trust      $6,052.94
                             MFS Intermediate Income Trust           $10,762.56
                             MFS Multimarket Income Trust             $6,280.09
                             MFS Municipal Income Trust               $3,587.00
                             MFS Special Value Trust                    $895.59

William J. Poorvu            MFS Charter Income Trust                 $7,109.88       $207,098.20
                             MFS Government Markets Income Trust      $6,080.75
                             MFS Intermediate Income Trust           $10,790.51
                             MFS Multimarket Income Trust             $6,297.16
                             MFS Municipal Income Trust               $3,596.21
                             MFS Special Value Trust                    $897.61

J. Dale Sherratt             MFS Charter Income Trust                 $7,126.98       $211,098.20
                             MFS Government Markets Income Trust      $6,092.66
                             MFS Intermediate Income Trust           $10,876.26
                             MFS Multimarket Income Trust             $6,350.20
                             MFS Municipal Income Trust               $3,624.71
                             MFS Special Value Trust                    $904.10

Elaine R. Smith              MFS Charter Income Trust                 $7,063.50       $201,098.20
                             MFS Government Markets Income Trust      $6,046.35
                             MFS Intermediate Income Trust           $10,771.46
                             MFS Multimarket Income Trust             $6,286.21
                             MFS Municipal Income Trust               $3,590.16
                             MFS Special Value Trust                    $896.50

Ward Smith                   MFS Charter Income Trust                 $5,304.43       $144,152.43
                             MFS Government Markets Income Trust      $4,525.70
                             MFS Intermediate Income Trust            $9,083.59
                             MFS Multimarket Income Trust             $5,305.44
                             MFS Municipal Income Trust               $3,026.51
                             MFS Special Value Trust                    $753.54

------------
(1) Each Trustee who is an "interested person" of MFS (within the meaning of the 1940 Act) serves
    without any compensation from the Trust.
(2) Information provided for the MFS Charter Income Trust and MFS Government Markets Income Trust is
    for the fiscal year ended November 30, 2004. Information provided for the MFS Intermediate
    Income Trust, MFS Multimarket Income Trust, MFS Municipal Income Trust and MFS Special Value
    Trust is for the fiscal year ended October 31, 2004.
(3) For calendar year 2004. Trustees receiving compensation from each Trust served as Trustee of 97
    funds within the MFS Fund complex (having aggregate net assets at December 31, 2004 of
    approximately $92 billion). This column does not include fees in the amount of $20,977.44
    received by Ms. Thomsen from the MFS Fund complex for her services as an Advisory Trustee.
(4) Mr. Gunning and Ms. Lane became Trustees on January 27, 2004. 
(5) Mr. Hegarty became a Trustee after the fiscal-year end of the Trusts but before the end of
    calendar year 2004. Accordingly, the table indicates that he did not receive compensation from
    the specific Trusts during their reporting period but did receive compensation from the complex
    during calendar year 2004.


Prior to December 31, 2001, each Trust had a retirement plan for Independent
Trustees and Trustees who were not officers of the Trust. Effective December 31,
2001, each Trust's retirement plan terminated, except with respect to those
Trustees who retired on or before that date. The remaining Trustees who were
previously covered under the retirement plan had their accrued benefits under
the plan "rolled-over" into a deferred compensation arrangement along with other
compensation to account for future benefits they would have received under the
retirement plan if it had continued for such Trustees.

TRUST INFORMATION
This section provides certain information about each Trust, including
information about its investment adviser and administrator, independent
registered public accounting firm, executive officers and the identity of
persons holding more than 5% of the outstanding shares of any class of any
Trust.

INVESTMENT ADVISER AND ADMINISTRATOR
Each Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is a majority owned subsidiary of Sun Life of Canada (U.S.) Financial
Services Holdings, Inc., which in turn is a majority-owned subsidiary of Sun
Life Financial (U.S.) Holdings, Inc., 500 Boylston Street, Boston,
Massachusetts 02116, which in turn is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada--U.S. Operations Holdings, Inc., One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481 ("Sun Life U.S.
Operations"). Sun Life U.S. Operations is a wholly-owned subsidiary of Sun Life
Financial Corp., 150 King Street West, Toronto, Canada MSH 1J9, which in turn
is a wholly-owned subsidiary of Sun Life Financial Inc.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Independent Registered Public Accounting Firm and fiscal year end for each
Trust is listed below:



                                             INDEPENDENT REGISTERED               
                                                     PUBLIC                          FISCAL YEAR
             TRUST                              ACCOUNTING FIRM                          END
------------------------------------------------------------------------------------------------
                                                                              
MFS Charter Income Trust                   Ernst & Young LLP ("Ernst & Young")      November 30
MFS Government Markets Income Trust        Deloitte & Touche LLP ("Deloitte")       November 30
MFS Intermediate Income Trust              Deloitte                                  October 31
MFS Multimarket Income Trust               Ernst & Young                             October 31
MFS Municipal Income Trust                 Deloitte                                  October 31
MFS Special Value Trust                    Ernst & Young                             October 31


No Independent Registered Public Accounting Firm has a direct or material       
indirect interest in a Trust.

Representatives of the applicable Independent Registered Public Accounting Firm
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 also are expected to be
available to respond to appropriate questions.

The Audit Committee of the Board of Trustees of each Trust issued the following
report concerning the financial statements for each Trust's most recent fiscal
year.

    The Audit Committee reviewed and discussed the audited financial statements
    with Trust management. The Audit Committee also discussed with the Auditor
    the matters required to be discussed by SAS 61 (Codification of Statements
    on Auditing Standards). The Audit Committee received the written disclosures
    and the letter from the Auditor required by Independence Standards Board
    Standard No. 1 (Independence Discussions with Audit Committees), and
    discussed with the Auditor its independence.

    Based on this review and these discussions, the Audit Committee recommended
    to the Board of Trustees that the audited financial statements be included
    in the Trust's annual report to shareholders for the Trust's 2004 fiscal
    year for filing with the Securities and Exchange Commission.

                                        J. Atwood Ives 
                                        Amy B. Lane 
                                        J. Dale Sherratt

To the extent required by applicable regulations, pre-approval by the Audit
Committee of the Board is needed for all audit and permissible non-audit
services rendered by the Independent Registered Public Accounting Firm to each
Trust and all permissible non-audit services rendered by the Independent
Registered Public Accounting Firm to MFS and any entity controlling, controlled
by or under common control with MFS that provides ongoing services to a Trust
(including MFS Service Center, Inc.) (each, a "Service Affiliate") if the
services relate directly to the operations and financial reporting of such
Trust. Pre-approval is currently on an engagement-by-engagement basis. In the
event pre-approval of such services is necessary between regular meetings of the
Audit Committee and it is not practical to wait to seek pre-approval at the next
regular meeting of the Audit Committee, pre-approval of such services may be
referred to the Chair of the Audit Committee; provided that the Chair may not
pre-approve any individual engagement for such services exceeding $50,000 or
multiple engagements for such services in the aggregate exceeding $100,000
between such regular meetings of the Audit Committee. Any engagement
pre-approved by the Chair between regular meetings of the Audit Committee shall
be presented for ratification by the entire Audit Committee at its next
regularly scheduled meeting.

Schedule A attached hereto includes tables that set forth for each Trust, for
each Trust's two most recent fiscal years, the fees billed by each Trust's
Independent Registered Public Accounting Firm for (a) all audit and non-audit
services provided directly to the Trust and (b) those non-audit services
provided to the Trust's Service Affiliates that relate directly to the Trust's
operations and financial reporting under the following captions:

    (i)   Audit Fees - fees related to the audit and review of the financial
          statements included in annual reports and registration statements, and
          other services that are normally provided in connection with statutory
          and regulatory filings or engagements.

    (ii)  Audit-Related Fees - fees related to assurance and related services
          that are reasonably related to the performance of the audit or review
          of financial statements, but not reported under "Audit Fees",
          including accounting consultations, agreed-upon procedure reports
          (inclusive of annual review of basic maintenance testing associated
          with the Preferred Shares), attestation reports, comfort letters and
          internal control reviews.

    (iii) Tax Fees - fees associated with tax compliance, tax advice and tax
          planning, including services relating to the filing or amendment of
          federal, state or local income tax returns, regulated investment
          company qualification reviews and tax distribution and analysis
          reviews.

    (iv)  All Other Fees - fees for products and services provided to a Trust by
          the Independent Registered Public Accounting Firm other than those
          reported under "Audit Fees", "Audit-Related Fees" and "Tax Fees."

Schedule A attached hereto also sets forth the aggregate fees billed by each
Independent Registered Public Accounting Firm for each Trust's two most recent
fiscal years, for non-audit services rendered to each Trust and each Trust's
Service Affiliates.

The Audit Committee has considered whether the provision by a Trust's
Independent Registered Public Accounting Firm of non-audit services to the
Trust's Service Affiliates that were not pre-approved by the Audit Committee
(because such services were provided prior to the effectiveness of SEC rules
requiring pre-approval or because such services did not relate directly to the
operations and financial reporting of the Trust) was compatible with maintaining
the independence of the Independent Registered Public Accounting Firm as the
Trust's principal auditor.

EXECUTIVE OFFICERS
The following table provides information about the current executive officers of
each 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. Each officer will hold office until his or her
successor is chosen and qualified, or until he or she retires, resigns or is
removed from office.



                                                                                  PRINCIPAL OCCUPATIONS
                                  POSITION(s) HELD         OFFICER              DURING THE PAST FIVE YEARS
NAME, DATE OF BIRTH                WITH THE TRUST          SINCE(1)                 & DIRECTORSHIPS(2)
----------------------------------------------------------------------------------------------------------------
                                                                  

OFFICERS
Robert J. Manning(3)           President               February 2004      Massachusetts Financial Services    
(born 10/20/63)                                                           Company, Chief Executive Officer,   
                                                                          President, Chief Investment Officer 
                                                                          and Director                        
                                                                          
James R. Bordewick, Jr.(3)     Assistant Secretary     September 1990     Massachusetts Financial Services  
(born 03/06/59)                and Assistant Clerk                        Company, Senior Vice President and
                                                                          Associate General Counsel         
                                                                          
Jeffrey N. Carp(3)             Secretary and Clerk     September 2004     Massachusetts Financial Services
(born 12/01/56)                                                           Company, Senior Vice President,
                                                                          General Counsel and Secretary (since
                                                                          April 2004); Hale and Dorr LLP (law 
                                                                          firm) (prior to April 2004)         

Stephanie A. DeSisto(3)        Assistant Treasurer     May 2003           Massachusetts Financial Services      
(born 10/01/53)                                                           Company, Vice President (since April  
                                                                          2003); Brown Brothers Harriman & Co.  
                                                                          (financial services company), Senior  
                                                                          Vice President (November 2002 to April
                                                                          2003); ING Groep N.V./Aeltus          
                                                                          Investment Management, Senior Vice    
                                                                          President (prior to November 2002)    
                                                                                                                
James F. DesMarais(3)          Assistant Secretary     September 2004     Massachusetts Financial Services
(born 03/09/61)                and Assistant Clerk                        Company, Assistant General Counsel

Richard M. Hisey(3)            Treasurer               August 2002        Massachusetts Financial Services      
(born 08/29/58)                                                           Company, Senior Vice President (since 
                                                                          July 2002); The Bank of New York,     
                                                                          Senior Vice President (September 2000 
                                                                          to July 2002); Lexington Global Asset 
                                                                          Managers, Inc., Executive Vice        
                                                                          President and Chief Financial Officer 
                                                                          (prior to September 2000); Lexington  
                                                                          Funds, Chief Financial Officer (prior 
                                                                          to September 2000)                    
                                                                          
Brian T. Hourihan(3)           Assistant Secretary     September 2004     Massachusetts Financial Services       
(born 11/11/64)                and Assistant Clerk                        Company, Vice President, Senior        
                                                                          Counsel and Assistant Secretary (since 
                                                                          June 2004); Affiliated Managers Group, 
                                                                          Inc., Chief Legal Officer/Centralized  
                                                                          Compliance Program (January to April   
                                                                          2004); Fidelity Research & Management  
                                                                          Company, Assistant General Counsel     
                                                                          (prior to January 2004)                
                                                                          
Ellen Moynihan(3)              Assistant Treasurer     April 1997         Massachusetts Financial Services
(born 11/13/57)                                                           Company, Vice President

Frank L. Tarantino             Independent Chief       June 2004          MFS Family of Funds, Independent Chief
(born 03/07/44)                Compliance Officer                         Compliance Officer; CRA Business      
                                                                          Strategies Group (consulting          
                                                                          services), Executive Vice President   
                                                                          (April 2003 to June 2004); David L.   
                                                                          Babson & Co. (investment adviser),    
                                                                          Managing Director, Chief              
                                                                          Administrative Officer and Director   
                                                                          (February 1997 to March 2003)         
                                                                          
James O. Yost(3)               Assistant Treasurer     September 1990     Massachusetts Financial Services
(born 06/12/60)                                                           Company, Senior Vice President

------------------
(1) Date first appointed to serve as an officer of a Trust. Each officer has served continuously since
    appointment.
(2) Directorships or trusteeships of companies required to report to the SEC (i.e., "public companies").
(3) "Interested person" of the Trust within the meaning of the 1940 Act, as a result of position with MFS.


Each Trust's officers hold comparable positions with the 97 funds in the MFS
Family of Funds, and with certain affiliates of MFS. The address of each officer
is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.

INTERESTS OF CERTAIN PERSONS
Schedule B attached hereto sets forth, as of January 18, 2005, to the best
knowledge of each Trust, the shareholders who beneficially owned more than 5% of
the outstanding shares of any class of such Trust.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of each Trust and MFS, and persons who own more
than ten percent of any class of a 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 each Trust with copies of all
Section 16(a) forms they file in relation to that Trust.

Based solely on a review of the copies of Forms 3, 4 and 5 and amendments
thereto furnished to each Trust during and with respect to its most recent
fiscal year, each Trust believes that during its 2004 fiscal year, all Section
16(a) filing requirements applicable to Trustees, directors and certain officers
of the Trust and MFS and greater than ten percent beneficial owners were
complied with except as follows: MFS Special Value Trust believes that Dr. Cohn
(Trustee) did not file a Form 4 (Statement of Changes of Beneficial Ownership)
on a timely basis with respect to the purchase of shares of the Trust. Dr. Cohn
filed a Form 5 (Annual Statement of Beneficial Ownership) for the fiscal year
ending October 31, 2004 to report the transaction that he failed to report on
Form 4.

LITIGATION
Since December 2003, MFS, MFS Fund Distributors, Inc., MFS Service Center,
Inc., MFS Corporation Retirement Committee, Sun Life Financial Inc., various
MFS funds and Trusts, certain current and/or former Trustees of the trusts of
which these MFS funds are series and certain officers of MFS have been named as
defendants in multiple lawsuits filed in federal and state courts. Of these
lawsuits, four are derivative actions that have been brought on behalf of all
the MFS funds and name among the defendants the following Trustees who are
nominees: Dr. Lawrence H. Cohn, M.D., Mr. William R. Gutow, Mr. J. Atwood Ives,
Mr. Lawrence T. Perera and Mr. J. Dale Sherratt. The derivative action relating
to market timing and related matters, styled as Hammerslough v. Massachusetts
Financial Services Company, et al., U.S.D.C. (D. Md.), MDL 1586, is a
consolidated action before the United States District Court for the District of
Maryland, in the multi-district litigation of market timing and related claims
involving several other fund complexes (In re Mutual Funds Investment
Litigation (Alger, Columbia, Janus, MFS, One Group, Putnam, Allianz Dresdner),
No. 1:04-md-15863 (consolidation began March 19, 2004)). The plaintiffs in this
consolidated action generally seek injunctive relief including removal of the
named Trustees, adviser and distributor, rescission of contracts and 12b-1
Plans, disgorgement of fees and profits, monetary damages, punitive damages,
attorney's fees and costs and other equitable and declarative relief. The other
three derivative lawsuits, which have been brought on behalf of certain MFS
funds, not including the Trust, allege improper brokerage allocation practices
and excessive compensation and are pending in the United States District Court
for the District of Massachusetts: Forsythe v. Sun Life Financial Inc., et al.,
No. 04cv10584 (GAO) (instituted on March 25, 2004); Eddings v. Sun Life
Financial Inc., et al., No. 04cv10764 (GAO) (instituted on April 15, 2004); and
Koslow v. Sun Life Financial Inc., et al., U.S.D.C. (D. Mass.), No. 04cv11019
(instituted on May 20, 2004). The plaintiffs in these lawsuits generally seek
compensatory damages, punitive damages, recovery of fees, rescission of
contracts, an accounting, restitution, declaratory relief, equitable and/or
injunctive relief and attorney's fees and costs. These various lawsuits
generally allege that some or all of the defendants (i) permitted or acquiesced
in market timing and/or late trading in some of the MFS funds, inadequately
disclosed MFS' internal policies concerning market timing and such matters, and
received excessive compensation as fiduciaries to the MFS funds, or (ii)
permitted or acquiesced in the improper use of fund assets by MFS to support
the distribution of MFS fund shares and inadequately disclosed MFS' use of fund
assets in this manner. The actions assert that some or all of the defendants
violated the federal securities laws, including the Securities Act of 1933 and
the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, the Employee Retirement Income Security Act of
1974, as well as fiduciary duties and other violations of common law. Insofar
as any of the actions is appropriately brought derivatively on behalf of any of
the MFS funds, any recovery will inure to the benefit of the MFS funds.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

MANNER OF VOTING PROXIES
All proxies received by 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 Lawrence H. Cohn, M.D., David H. Gunning, William R. Gutow, Michael Hegarty,
J. Atwood Ives, Amy B. Lane, Robert J. Manning, Lawrence T. Perera, Robert C.
Pozen, J. Dale Sherratt and Laurie J. Thomsen as Trustees of the Trust (if
still available for election).

All proxies received, including proxies that reflect (i) broker non-votes (i.e.,
shares held by brokers or nominees as to which (a) instructions have not been
received from the beneficial owners or the persons entitled to vote, and (b) the
broker or nominee does not have discretionary voting power on a particular
matter), (ii) abstentions or (iii) the withholding of authority to vote for a
nominee for election as Trustee, will be counted as shares that are present on a
particular matter for purposes of determining the presence of a quorum for that
matter. A majority of a Trust's outstanding shares entitled to be cast at the
Meeting that are present in person or represented by proxy constitutes a quorum,
except that with respect to the election of Messrs. Ives and Perera as Trustees
of MFS Municipal Income Trust, a quorum requires a majority of that Trust's
outstanding preferred shares entitled to be cast at the Meeting be present in
person or represented by proxy. With respect to the election of Trustees,
neither broker non-votes nor abstentions nor withholding authority to vote have
any effect on the outcome of the voting.

Each shareholder of a Trust is entitled to one vote for each share of the Trust
that such shareholder owns at the close of business on January 18, 2005, on each
matter on which the shareholder is entitled to vote. Each fractional share is
entitled to a proportionate fractional vote.

Each Trust will reimburse the record holders of its shares for their expenses
incurred in sending proxy material to and obtaining voting instructions from
beneficial owners.

Each 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 matters properly come before the Meeting, it is each
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.

INSTRUCTIONS FOR VOTING PROXIES
The giving of a proxy will not affect a shareholder's right to vote in person
should the shareholder decide to attend the Meeting. To vote by mail, please
mark, sign, date and return the enclosed proxy card following the instructions
printed on the card.

SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 2006 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 13,
2006. The submission by a shareholder of a proposal for inclusion in the proxy
materials does not guarantee that it will be included. Shareholder proposals are
subject to certain requirements under the federal securities laws.

A shareholder who wishes to make a proposal at the 2006 Annual Meeting of
Shareholders without including the proposal in the Trust's proxy statement must
ensure that the proposal is received by the Trust in good order and in
compliance with all applicable legal requirements and requirements set forth in
the Trust's By-Laws and Declaration of Trust by June 27, 2006 at the Trust's
principal office at 500 Boylston Street, Boston, Massachusetts 02116. The
persons named as proxies for the 2006 Annual Meeting of Shareholders will have
discretionary authority to vote on all matters presented at the meeting
consistent with the SEC's proxy rules.

ADDITIONAL INFORMATION
The Meeting of shareholders of each Trust is called to be held at the same time
as the Meetings of shareholders of each of the other Trusts. It is anticipated
that all Meetings will be held simultaneously.

If any shareholder at the Meeting objects to the holding of a simultaneous
Meeting and moves for an adjournment of the Meeting to a time promptly after the
simultaneous Meetings, the persons named as proxies will vote in favor of such
adjournment.

The expense of the preparation, printing and mailing of the enclosed form of
proxy, the Notice and this Proxy Statement, and any tabulation costs, will be
borne on a proportional basis by the Trusts.

Only one copy of this Proxy Statement may be mailed to a household, even if more
than one person in a household is a Trust shareholder of record, unless the
Trust has received contrary instructions from one or more of the shareholders in
such household. If you need additional copies of this Proxy Statement and you
are the holder of record of your shares, please contact MFS at 1-877-383-7949.
If your shares are held in broker street name please contact your financial
service firm to obtain additional copies of this proxy statement. If in the
future you do not want the mailing of proxy statements to be combined with those
for other members of your household or if you are receiving multiple copies of
this Proxy Statement and do want the mailings to be combined with those for
other members of your household, contact MFS Service Center, Inc., in writing at
500 Boylston Street, Boston, Massachusetts 02116, or by telephone at
1-877-383-7949, or contact your financial service firm.

              IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

February 3, 2005                                   MFS(R) CHARTER INCOME TRUST
                                        MFS(R) GOVERNMENT MARKETS INCOME TRUST
                                              MFS(R) INTERMEDIATE INCOME TRUST
                                               MFS(R) MULTIMARKET INCOME TRUST
                                                 MFS(R) MUNICIPAL INCOME TRUST
                                                    MFS(R) SPECIAL VALUE TRUST


                                                                       EXHIBIT 1

                                 MFS FUNDS BOARD
                             AUDIT COMMITTEE CHARTER

                         (ADOPTED AS OF APRIL 27, 2004,
                                   AS AMENDED
                            THROUGH OCTOBER 26, 2004)

  The Board of Trustees (the "Board") of each of the Trusts listed in Appendix A
hereto, as the same may be periodically updated (each a "Trust" and,
collectively, the "Trusts"), has adopted this Charter to govern the activities
of the Audit Committee (the "Committee") of the particular Board with respect to
its oversight of each series of a Trust and each Trust which is itself a single
series (each such series a "Fund" and, collectively, the "Funds"). This Charter
supercedes and replaces any Audit Committee charter previously adopted by the
Board or a committee of the Board.

STATEMENT OF PURPOSE AND FUNCTIONS
  The Committee's general purpose is to oversee the Fund's accounting and
financial reporting policies and practices and its internal controls, including
by assisting with the Board's oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements related
to the Fund's financial reporting and internal controls(1), the qualifications
and independence of the Fund's independent accountants, and the performance of
the Fund's internal control systems and independent accountants. With respect to
each closed-end Fund, the Committee's purpose is also to prepare or cause to be
prepared reports required by Securities and Exchange Commission rules to be
included in the Fund's annual proxy statements.

------------
(1) The Committee will oversee the Fund's compliance with legal and regulatory
    requirements relating to the Fund's accounting and financial reporting
    policies and practices and its internal controls. The Board has established
    other committees, including a Compliance and Governance Committee, to
    oversee the Fund's compliance with other legal and regulatory requirements.

  The Committee's function is oversight. The authority and responsibilities of
the Committee set forth in this Charter do not reflect or create any duty,
obligation or responsibility of the Committee to plan or conduct Fund audits, to
prepare or determine or certify that the Fund's financial statements are
complete, accurate, fairly presented, or in accordance with generally accepted
accounting principles or applicable law, or to assure compliance with laws,
regulations or any internal rules or policies of the Fund. The Committee's
oversight role does not provide any expert or special assurance as to the Fund's
financial statements or other financial information provided by the Fund to its
shareholders, and it is not the Committee's responsibility to guarantee any
independent accountant's report. Fund management is responsible for Fund
accounting and the implementation and maintenance of the Fund's internal control
systems, and the independent accountants are responsible for conducting a proper
audit of the Fund's financial statements and for reviewing the Funds' unaudited
interim financial statements. Members of the Committee are not employees of the
Fund and, in serving on this Committee, are not, and do not hold themselves out
to be, acting as accountants or auditors. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures. Each member of the
Committee shall be entitled to rely on (i) the integrity of those persons and
organizations within management and outside the Fund from which it receives
information and (ii) the accuracy of financial and other information provided to
the Committee by such persons or organizations absent actual knowledge to the
contrary.

MEMBERSHIP
  The Committee shall be comprised of as many trustees as the Board of Trustees
shall determine, but in any event not less than three (3) Trustees. Each member
of the Committee must be a member of the Board. The Board may remove or replace
any member of the Committee at any time in its sole discretion. One or more
members of the Committee may be designated by the Board as the Committee's chair
or co-chair, as the case may be.

  No member of the Committee may be an "interested person" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and each member of the Committee must otherwise
satisfy the standards for independence of an audit committee member of an
investment company issuer as set forth in Rule 10A-3(b) under the Securities
Exchange Act of 1934, as amended, and under applicable listing standards of the
New York Stock Exchange (the "NYSE"). Each member of the Committee must be
"financially literate" (or must become so within a reasonable time after his or
her appointment to the Committee) and at least one member of the Committee must
have "accounting or related financial management expertise," in each case as the
Board interprets such qualification in its business judgment under NYSE listing
standards.

RESPONSIBILITIES AND DUTIES
  The Committee's policies and procedures shall remain flexible to facilitate
the Committee's ability to react to changing conditions and to generally
discharge its functions. The following describe areas of attention in broad
terms. The Committee shall:

      1. Determine the selection, compensation, retention or termination of the
    Fund's independent accountants based on an evaluation of their independence
    and the nature and performance of the audit and any permitted non-audit
    services. Decisions by the Committee concerning the selection, compensation,
    retention or termination of the independent accountants shall be submitted
    to the Board for ratification in accordance with the requirements of Section
    32(a) of the Investment Company Act. The Fund's independent accountants must
    report directly to the Committee, which shall be responsible for resolution
    of disagreements between management and the independent accountants relating
    to financial reporting.

      2. To consider the independence of the Fund's independent accountants at
    least annually, and in connection therewith receive on a periodic basis
    formal written disclosures and letters from the independent accountants as
    required by the Independence Standards Board Standard ("ISB") No. 1.

      3. To the extent required by applicable regulations, pre-approve (i) all
    audit and permitted non-audit services rendered by the independent
    accountants to the Fund and (ii) all non-audit services rendered by the
    independent accountants to the Fund's investment adviser and to certain of
    the investment adviser's affiliates. The Committee may establish policies
    and procedures pursuant to which such pre-approval is granted, which may
    include pre-approval by other than by the full Committee.

      4. Review any non-audit services provided by the independent accountants
    to the Fund's investment adviser and certain of its affiliates that were not
    subject to pre-approval by the Committee under paragraph 3 above, and the
    fees associated therewith.

      5. If and to the extent that the Fund intends to have employees, set clear
    policies for the hiring by the Fund of employees or former employees of the
    Fund's independent accountants.

      6. Obtain and review at least annually a report from the independent
    accountants describing (i) the accounting firm's internal quality-control
    procedures, (ii) any material issues raised (a) by the accounting firm's
    most recent internal quality-control review or peer review or (b) by any
    governmental or other professional inquiry or investigation performed within
    the preceding five years respecting one or more independent audits carried
    out by the firm, and any steps taken to address any such issues and (iii)
    (to assess the independent accountants' independence) all relationships
    between the independent accountants and the Fund.

      7. Review with the Fund's independent accountants arrangements for and the
    scope of the annual audit and any special audits, including the form of any
    opinion proposed to be rendered to the Board and shareholders of the Fund.

      8. With respect to each closed-end Fund (i) meet with management and the
    independent accountants to review and discuss the Fund's annual audited
    financial statements and quarterly unaudited financial statements, including
    a review of any specific disclosures of management's discussion of the
    Fund's investment performance and (ii) with respect to the Fund's audited
    financial statements, discuss with the independent accountants matters
    required by Statement of Accounting Standards ("SAS") No. 61 and any other
    matters required to be reported to the Committee under applicable law and
    provide a statement whether, based on its review of such audited financial
    statements, the Committee recommends to the Board that the audited financial
    statements be included in the Fund's Annual Report.

      9. With respect to the open-end Funds, meet at least annually with
    management and the independent accountants to discuss the form of the Funds'
    audited financial statements and any specific issues regarding the content
    thereof raised by management or the independent accountants.

      10. Review with the independent accountants any audit problems or
    difficulties encountered in the course of their audit work and management's
    responses thereto.

      11. Review with management and, as applicable, with the independent
    accountants the Fund's accounting and financial reporting policies,
    practices and internal controls, and management's guidelines and policies
    with respect to risk assessment and risk management, including the effect on
    the Fund of any recommendation of changes in accounting principles or
    practices by management or the independent accountants.

      12. Receive any reports from the Fund's independent accountants, Chief
    Executive Officer or Chief Financial Officer relating to (i) significant
    deficiencies or material weaknesses in the design or operation of internal
    control over the Fund's financial reporting which are reasonably likely to
    adversely affect the Fund's ability to record, process, summarize and report
    financial information and (ii) the maintenance and design of the Fund's
    internal controls over financial reporting.

      13. With respect to each closed-end Fund, discuss with management the
    Fund's earnings press releases as well as financial information and earnings
    guidance provided by management to analysts and rating agencies, if any. The
    Committee may discharge this responsibility by discussing the general types
    of information to be disclosed by the Fund and the form of presentation
    (i.e., a case-by-case review is not required) and need not discuss in
    advance each such release of information.

      14. Establish procedures for (i) the receipt, retention and treatment of
    complaints received by the Fund regarding accounting, internal accounting
    controls, or auditing matters; and (ii) the confidential, anonymous
    submission by employees of the Fund, the Fund's investment adviser,
    administrator, principal underwriter (if any) or any other provider of
    accounting-related services for the Fund of concerns regarding accounting or
    auditing matters.

      15. Investigate or initiate the investigation of any improprieties or
    suspected improprieties in the Fund's accounting operations or financial
    reporting.

      16. Review with counsel legal and regulatory matters that have a material
    impact on the Fund's financial and accounting reporting policies and
    practices or its internal controls.

      17. Report to the Board on the Committee's activities ordinarily at each
    regularly scheduled Board meeting (but at least annually) or at such other
    times as requested by the Board or deemed appropriate by the Committee.

      18. Periodically review and recommend for approval by the Board the Fund's
    custodial, transfer agency and administrative service fee arrangements.

      19. Perform such other functions consistent with this Charter, the
    Agreement and Declaration of Trust and Bylaws applicable to the Fund, and
    applicable law or regulation, as the Committee or the Board deems necessary
    or appropriate.

  The Committee may delegate any portion of its authority and responsibilities
as set forth in this Charter to a subcommittee of one or more members of the
Committee. The Committee may also delegate certain responsibilities to the
Treasurer and Chief Financial Officer of the Fund. Any action taken by a
subcommittee or by the Treasurer and Chief Financial Officer shall be presented
to the full Committee for ratification at the Committee's next regularly
scheduled meeting.

MEETINGS
  The Committee will ordinarily meet in connection with regularly scheduled
Board meetings and when the Committee determines necessary or appropriate in
accordance with the Fund's By-Laws. At least annually, the Committee shall meet
separately with the independent accountants and separately with the
representatives of Fund management responsible for the financial and accounting
operations of the Fund, including the Fund's Treasurer and Chief Financial
Officer or such other person as may have primary responsibility for the Fund's
financial and accounting operations, and shall also meet separately with
representatives of MFS's internal audit department with responsibility for
oversight of Fund matters. A Chair of the Trustees, the chair or vice- chair of
the Committee or a majority of the members of the Committee are authorized to
call a meeting of the Committee and send notice thereof.

  A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

OUTSIDE RESOURCES AND ASSISTANCE FROM MANAGEMENT
  The appropriate officers of the Fund shall provide or arrange to provide such
information, data and services as the Committee may request. The Committee shall
have the authority to engage at the Fund's expense independent counsel and other
experts and consultants whose expertise the Committee considers necessary to
carry out its responsibilities. The Fund shall provide for appropriate funding,
as determined by the Committee, for the payment of: (i) compensation of the
Fund's independent accountants for the issuance of an audit report relating to
the Fund's financial statements or the performance of other audit, review or
attest services for the Fund; (ii) compensation of independent legal counsel or
other advisers retained by the Committee; and (iii) ordinary administrative
expenses of the Committee that are necessary or appropriate in fulfilling its
purposes or carrying out its responsibilities under this Charter.

ANNUAL EVALUATIONS
  The Committee shall review and reassess the adequacy of this Charter at least
annually and recommend any changes to the Board. In addition, the performance of
the Committee shall be evaluated at least annually by the Board or the Committee
itself.

ADOPTION AND AMENDMENTS
  The Board shall adopt and approve this Charter and may amend the Charter at
any time on the Board's own motion.


                                                       APPENDIX A TO EXHIBIT 1

                        TRUSTS COVERED BY THE CHARTER
                           (AS OF OCTOBER 26, 2004)

MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government Securities Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust


                                                                    SCHEDULE A

              INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

  For each Fund's last two fiscal years, fees billed by each Trust's Independent
Registered Public Accounting Firm for services provided directly to each Trust:



                                    INDEPENDENT
                                     REGISTERED                                       AUDIT-RELATED
                                       PUBLIC               AUDIT FEES                     FEES                    TAX FEES
                                     ACCOUNTING     ---------------------------  ------------------------  ------------------------
TRUST                                   FIRM                 2004          2003         2004         2003         2004         2003
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
MFS Charter Income Trust          Ernst & Young           $37,900       $36,330           $0           $0      $11,600       $6,870
MFS Government Markets Income     Deloitte                $40,175       $38,650           $0           $0       $9,900       $5,100
  Trust
MFS Intermediate Income Trust     Deloitte                $40,375       $38,850           $0           $0       $9,700       $4,900
MFS Multimarket Income Trust      Ernst & Young           $37,900       $36,330           $0           $0      $11,600       $6,870
MFS Municipal Income Trust        Deloitte                $37,115       $34,910      $18,000      $18,000      $10,600       $5,800
MFS Special Value Trust           Ernst & Young           $34,050       $32,590           $0           $0      $11,040       $6,405

  For each Trust's last two fiscal years, no fees were billed by any Independent Registered Public Accounting Firm that would be
disclosed under the caption "All Other Fees" to any Trust.

  For each Fund's last two fiscal years, fees billed by each Trust's Independent Registered Public Accounting Firm for services
provided to each Trust's Service Affiliates that relate directly to such Trust's operations and financial reporting:


                                    INDEPENDENT            
                                     REGISTERED            AUDIT-RELATED
                                       PUBLIC                 FEES(1)                  TAX FEES(1)            ALL OTHER FEES(1)
                                     ACCOUNTING     ---------------------------  ------------------------  ------------------------
TRUST                                   FIRM                 2004          2003         2004         2003         2004         2003
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Service Affiliates of MFS         Ernst & Young                $0            $0           $0      $26,832      $70,000           $0
  Charter Income Trust
Service Affiliates of MFS         Deloitte             $1,160,170      $166,150      $37,000      $50,000      $32,500           $0
  Government Markets Income
  Trust
Service Affiliates of MFS         Deloitte               $928,350      $166,150      $35,000      $20,000      $32,500      $49,644
  Intermediate Income Trust
Service Affiliates of MFS         Ernst & Young                $0            $0           $0      $26,832      $40,000           $0
  Multimarket Income Trust
Service Affiliates of MFS         Deloitte               $928,350      $166,150      $35,000      $20,000      $32,500      $49,644
  Municipal Income Trust
Service Affiliates of MFS         Ernst & Young                $0            $0           $0      $26,832      $40,000           $0
  Special Value Trust

----------
(1) This amount reflects the fees billed to Service Affiliates of the Fund for non-audit services relating directly to the
    operations and financial reporting of the Fund (portions of which services also related to the operations and financial
    reporting of all funds within the MFS funds complex).


  For periods prior to May 6, 2003, the amounts shown above under "Audit-
Related Fees," "Tax Fees" and "All Other Fees" relate to permitted non-audit
services that would have been subject to pre-approval if the SEC rules relating
to pre-approval of non-audit services had been in effect. During the periods
indicated in the tables above, no services described under "Audit- Related
Fees," "Tax Fees" or "All Other Fees" were approved pursuant to the de minimis
exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

  Aggregate fees billed by each Independent Registered Public Accounting Firm,
for each Trust's two most recent fiscal years, for non-audit services rendered
to each Trust and each Trust's Service Affiliates:



                                                      INDEPENDENT REGISTERED
TRUST                                                 PUBLIC ACCOUNTING FIRM                2004              2003
--------------------------------------------------------------------------------------------------------------------
                                                                                                 
MFS Charter Income Trust and its Service Affiliates   Ernst & Young                      $88,600           $43,702
MFS Government Markets Income Trust and its Service   Deloitte                        $1,262,270          $332,879
  Affiliates
MFS Intermediate Income Trust and its Service         Deloitte                        $1,041,550          $330,323
  Affiliates
MFS Multimarket Income Trust and its Service          Ernst & Young                      $58,600           $43,702
  Affiliates
MFS Municipal Income Trust and its Service            Deloitte                        $1,060,450          $349,223
  Affiliates
MFS Special Value Trust and its Service Affiliates    Ernst & Young                      $58,040           $43,237




                                                                                                              SCHEDULE B

                                               INTERESTS OF CERTAIN PERSONS

  As of January 18, 2005, to the best knowledge of each Trust, the shareholders who beneficially owned more than 5% of
the outstanding shares of any class of such Trust.


                                                                                          NUMBER OF         PERCENT OF
                                                                                         OUTSTANDING       OUTSTANDING
                                                                                            SHARES          SHARES OF
                                             NAME AND ADDRESS             CLASS OF       BENEFICIALLY      NOTED CLASS
TRUST NAME                                    OF SHAREHOLDER               SHARES           OWNED             OWNED
--------------------------------------------------------------------------------------------------------------------------
                                                                                                
MFS Charter Income Trust             Cede & Co. Fast                    Common             52,323,982.01          91.28%
                                     PO Box 20
                                     Bowling Green Station
                                     New York, NY 10274-0020

MFS Government Markets Income Trust  Cede & Co. Fast                    Common             47,383,190.43          88.70%
                                     PO Box 20
                                     Bowling Green Station
                                     New York, NY 10274-0020

MFS Intermediate Income Trust        Cede & Co. WT Fast                 Common            113,293,719.44          92.60%
                                     PO Box 20
                                     Bowling Green Station
                                     New York, NY 10274-0020

MFS Multimarket Income Trust         Cede & Co. Fast                    Common             71,270,876.11          87.22%
                                     PO Box 20
                                     Bowling Green Station
                                     New York, NY 10274-0020

MFS Municipal Income Trust           Cede & Co. Fast                    Common             32,989,281.02          82.78%
                                     PO Box 20
                                     Bowling Green Station
                                     New York, NY 10274-0020

                                     Morgan Stanley & Co., Inc.         Preferred                    312           5.57%
                                     One Pierrepont Plaza
                                     7th Floor
                                     Brooklyn, NY 11201

                                     Citigroup Global Markets, Inc.     Preferred                  4,360          77.86%
                                     333 W. 34th Street
                                     New York, NY 10001

                                     UBS PaineWebber, Inc.              Preferred                    459           8.19%
                                     1000 Harbor Blvd.
                                     Weehawken, NJ 07087

                                     Oppenheimer and Co./Fahnestock     Preferred                    389           6.95%
                                     125 Broad St. 15th Floor
                                     New York, NY 10004

MFS Special Value Trust              Cede & Co. Fast                    Common              5,896,374.02          84.39%
                                     PO Box 20
                                     Bowling Green Station
                                     New York, NY 10274-0020


M F S(SM)
INVESTMENT MANAGEMENT(R)
                                                                    CE-PRX-2/05

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST

PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005

MFS(R) MUNICIPAL INCOME TRUST
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Trust, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
preferred shares of the Trust that the undersigned would be entitled to vote if
personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.

Date ________________________, 2005

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

------------------------------------------
Signature         (PLEASE SIGN WITHIN BOX)

NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.

mfs-cefp-jh

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.

ITEM 1. To elect Trustees

NOMINEES:
(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(04) Michael Hegarty
(05) J. Atwood Ives
(06) Amy B. Lane
(07) Robert J. Manning
(08) Lawrence T. Perera
(09) Robert C. Pozen
(10) J. Dale Sherratt
(11) Laurie J. Thomsen

FOR all nominees listed          WITHHOLD authority to
(except as marked to the         vote for all nominees
contrary at left)

        0                                   0

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

--------------------------------------------------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

mfs-cefp-jh


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST

PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005

MFS(R) MUNICIPAL INCOME TRUST
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Trust, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
common shares of the Trust that the undersigned would be entitled to vote if
personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.

Date ________________________, 2005

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

------------------------------------
Signature         (PLEASE SIGN WITHIN BOX)

NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.

mfs-cef-jh

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.

ITEM 1. To elect Trustees

NOMINEES:

(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(04) Michael Hegarty
(05) Amy B. Lane
(06) Robert J. Manning
(07) Robert C. Pozen
(08) J. Dale Sherratt
(09) Laurie J. Thomsen

FOR all nominees listed             WITHHOLD authority to
(except as marked to the            vote for all nominees
contrary at left)

        0                                     0

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

--------------------------------------------------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

mfs-cef-jh

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST

PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005

FUND NAME PRINTS HERE
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Trust, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
shares of the Trust that the undersigned would be entitled to vote if
personally present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.

Date ________________________, 2005

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

------------------------------------------
Signature         (PLEASE SIGN WITHIN BOX)

NOTE: Please sign exactly as your name appears on this card. All joint owners
should sign. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in the partnership name.

mfs-cef2-jh

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.

ITEM 1. To elect Trustees

Nominees:
(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(04) Michael Hegarty
(05) J. Atwood Ives
(06) Amy B. Lane
(07) Robert J. Manning
(08) Lawrence T. Perera
(09) Robert C. Pozen
(10) J. Dale Sherratt
(11) Laurie J. Thomsen

FOR all nominees listed             WITHHOLD authority to
(except as marked to the            vote for all nominees
contrary at left)

        0                                    0

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

--------------------------------------------------------------------------------

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

mfs-cef2-jh